exv4w2



 





EXHIBIT 4.2




 

 








TRUST AGREEMENT




BETWEEN




CAPITAL AUTO RECEIVABLES LLC,




DEPOSITOR




AND




DEUTSCHE BANK TRUST COMPANY DELAWARE,




OWNER TRUSTEE




DATED AS OF SEPTEMBER 27, 2007




 

 






 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	1	 
	 
	Section 1.1
	 	Definitions	 	 	 1	 
	 
	 	 	 	 	 	 
	ARTICLE II ORGANIZATION	 	 	1	 
	 
	Section 2.1
	 	Name	 	 	 1	 
	Section 2.2
	 	Office	 	 	 1	 
	Section 2.3
	 	Purposes and Powers	 	 	 1	 
	Section 2.4
	 	Appointment of Owner Trustee	 	 	 2	 
	Section 2.5
	 	Initial Capital Contribution of Owner Trust Estate	 	 	 2	 
	Section 2.6
	 	Declaration of Trust	 	 	 2	 
	Section 2.7
	 	Liability of the Certificateholders	 	 	 3	 
	Section 2.8
	 	Title to Trust Property	 	 	 3	 
	Section 2.9
	 	Situs of Trust	 	 	 3	 
	Section 2.10
	 	Representations and Warranties of the Depositor	 	 	 3	 
	Section 2.11
	 	Tax Treatment	 	 	 4	 
	 
	 	 	 	 	 	 
	ARTICLE III THE CERTIFICATES	 	 	4	 
	 
	Section 3.1
	 	Initial Certificate Ownership	 	 	4	 
	Section 3.2
	 	Form of the Certificates	 	 	 5	 
	Section 3.3
	 	Execution, Authentication and Delivery	 	 	 5	 
	Section 3.4
	 	Registration of Certificates; Registration of Transfer and Exchange of Certificates	 	 	 5	 
	Section 3.5
	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	 	 7	 
	Section 3.6
	 	Persons Deemed Certificateholders	 	 	 8	 
	Section 3.7
	 	Access
to List of Certificateholders’ Names and Addresses	 	 	 8	 
	Section 3.8
	 	Maintenance of Corporate Trust Office	 	 	8	 
	Section 3.9
	 	Appointment of Paying Agent	 	 	 9	 
	Section 3.10
	 	Depositor as Certificateholder	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE IV ACTIONS BY OWNER TRUSTEE	 	 	9	 
	 
	Section 4.1
	 	Prior Notice to Certificateholders with Respect to Certain Matters	 	 	9	 
	Section 4.2
	 	Action by Certificateholders with Respect to Certain Matters	 	 	10	 
	Section 4.3
	 	Action by Certificateholders with Respect to Bankruptcy	 	 	10	 
	Section 4.4
	 	Restrictions
on Certificateholders’ Power	 	 	10	 
	Section 4.5
	 	Majority Control	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	 	 	11	 
	 
	Section 5.1
	 	Establishment of Certificate Distribution Account.	 	 	11	 
	Section 5.2
	 	Application of Trust Funds	 	 	11	 
	Section 5.3
	 	Method of Payment	 	 	12	 
	Section 5.4
	 	Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others	 	 	12	 
	Section 5.5
	 	Signature on Returns; Other Tax Matters	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE VI THE OWNER TRUSTEE	 	 	13	 
	 
	Section 6.1
	 	Duties of Owner Trustee	 	 	13	 
	Section 6.2
	 	Rights of Owner Trustee	 	 	14	 
	Section 6.3
	 	Acceptance of Trusts and Duties	 	 	14	 
	Section 6.4
	 	Action upon Instruction by Certificateholders	 	 	16	 
	Section 6.5
	 	Furnishing of Documents	 	 	17	 






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	 	 	 	 	Page	 
	 
	Section 6.6
	 	Representations and Warranties of Owner Trustee	 	 	17	 
	Section 6.7
	 	Reliance; Advice of Counsel	 	 	17	 
	Section 6.8
	 	Owner Trustee May Own Certificates and Notes	 	 	18	 
	Section 6.9
	 	Compensation and Indemnity	 	 	18	 
	Section 6.10
	 	Replacement of Owner Trustee	 	 	18	 
	Section 6.11
	 	Merger or Consolidation of Owner Trustee	 	 	19	 
	Section 6.12
	 	Appointment of Co-Trustee or Separate Trustee	 	 	20	 
	Section 6.13
	 	Eligibility Requirements for Owner Trustee	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE VII TERMINATION OF TRUST AGREEMENT	 	 	21	 
	 
	Section 7.1
	 	Termination of Trust Agreement	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE VIII AMENDMENTS	 	 	22	 
	 
	Section 8.1
	 	Amendments Without Consent of Certificateholders or Noteholders	 	 	22	 
	Section 8.2
	 	Amendments With Consent of Certificateholders and Noteholders	 	 	23	 
	Section 8.3
	 	Form of Amendments	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE IX MISCELLANEOUS	 	 	24	 
	 
	Section 9.1
	 	No Legal Title to Owner Trust Estate	 	 	24	 
	Section 9.2
	 	Limitations on Rights of Others	 	 	24	 
	Section 9.3
	 	Derivative Actions	 	 	24	 
	Section 9.4
	 	Notices	 	 	25	 
	Section 9.5
	 	Severability	 	 	25	 
	Section 9.6
	 	Counterparts	 	 	25	 
	Section 9.7
	 	Successors and Assigns	 	 	25	 
	Section 9.8
	 	No Petition	 	 	25	 
	Section 9.9
	 	No Recourse	 	 	25	 
	Section 9.10
	 	Headings	 	 	26	 
	Section 9.11
	 	Governing Law	 	 	26	 
	Section 9.12
	 	Indemnification by and Reimbursement of the Servicer	 	 	26	 
	Section 9.13
	 	Effect of Amendment and Restatement	 	 	26	 
	Section 9.14
	 	Information to be Provided by the Owner Trustee	 	 	27	 
	 
	 	 	 	 	 	 
	EXHIBIT A
	 	Form of Certificate	 	 	 	 
	 
	 	 	 	 	 	 
	EXHIBIT B
	 	Certificate of Trust	 	 	 	 
	 
	 	 	 	 	 	 
	EXHIBIT C
	 	Form of Undertaking Letter	 	 	 	 






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          TRUST AGREEMENT, dated as of September 27, 2007, between CAPITAL AUTO RECEIVABLES LLC, a
Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and
DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, as trustee and not in its
individual capacity (the “Owner Trustee”).




          WHEREAS, the Depositor and the Owner Trustee previously entered into a certain Trust
Agreement, dated September 18, 2007 (the “Original Trust Agreement”) that contemplated this
Trust Agreement.




          WHEREAS, the Depositor and the Owner Trustee desire hereby to amend and restate the Original
Trust Agreement in its entirety.




          NOW, THEREFORE, the Depositor and the Owner Trustee hereby agree as follows:




ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.1 Definitions. Certain capitalized terms used in this Trust Agreement shall
have the respective meanings assigned to them in Part I of Appendix A to the Trust
Sale and Servicing Agreement of even date herewith among the Depositor, the Servicer and the Trust
(the “Trust Sale and Servicing Agreement”). All references herein to “the
Agreement” or “this Agreement” are to this Trust Agreement. All references herein to
Articles, Sections and subsections are to Articles, Sections and subsections of this Agreement
unless otherwise specified. The rules of construction set forth in Part II of Appendix
A to the Trust Sale and Servicing Agreement shall be applicable to this Agreement.



ARTICLE II

ORGANIZATION




     Section 2.1 Name. The Trust continued hereby shall be known as Capital Auto
Receivables Asset Trust 2007-3, in which name the Owner Trustee may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued
on behalf of the Trust. The Owner Trustee has filed the Certificate of Trust on behalf of the Trust
pursuant to Section 3810(a) of the Statutory Trust Act.



     Section 2.2 Office.
The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office
or at such other address in Delaware as the Owner Trustee may designate by written notice to the
Certificateholders and the Depositor.



     Section 2.3 Purposes and Powers. The purpose of the Trust is, and the Trust shall
have the power and authority, to engage in the following activities:



          (a) to acquire, manage and hold the Receivables;




          (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this
Agreement, and to sell, transfer or exchange the Notes and the Certificates;




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          (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to
the Trust Sale and Servicing Agreement and any other Further Transfer and Servicing Agreements, to
make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals
from the Reserve Account and to pay the organizational, start-up and transactional expenses of the
Trust;




          (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to
the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to
the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Trust
Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture;




          (e) to enter into and perform its obligations and exercise its rights under the Basic
Documents to which it is to be a party;




          (f) to enter into interest rate swaps and caps and other derivative instruments in connection
with the Offered Notes;




          (g) to engage in those activities, including entering into agreements, that are necessary,
suitable or convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and




          (h) subject to compliance with the Basic Documents, to engage in such other activities as may
be required in connection with conservation of the Owner Trust Estate and the making of
distributions to the Securityholders.




          The Trust shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Agreement or the other Basic Documents.




     Section 2.4 Appointment of Owner Trustee. The Depositor hereby appoints the Owner
Trustee as trustee of the Trust to have all the rights, powers and duties set forth herein.



     Section 2.5 Initial Capital Contribution of Owner Trust Estate. The Depositor sold,
assigned, transferred, conveyed and set over to the Owner Trustee, as of September 18, 2007, the
sum of one dollar. The Owner Trustee hereby acknowledges receipt in trust from the Depositor, as
of September 18, 2007, of the foregoing contribution which constituted the initial Owner Trust
Estate. The Depositor shall pay organizational expenses of the Trust as they may arise or shall,
upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses
paid by the Owner Trustee.



     Section 2.6 Declaration of Trust. The Owner Trustee hereby declares that it shall
hold the Owner Trust Estate (in the name of the Trust and not in the Owner Trustee’s name for the
Trust, except as required by, and in accordance with, Section 2.8) in trust upon and
subject to the conditions set forth herein for the use and benefit of the Certificateholders,
subject to the obligations of the Trust under the Basic Documents. It is the intention of the
parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act, that this
Agreement constitute the governing instrument of such statutory trust and that the Certificates
represent the beneficial



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interests
therein. The rights of the Certificateholders shall be
determined as set forth herein and in the Statutory Trust Act and the relationship between the
parties hereto created by this Agreement shall not constitute indebtedness for any purpose.
Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set
forth herein and in the Statutory Trust Act with respect to accomplishing the purposes of the
Trust.



     Section 2.7 Liability of the Certificateholders. Certificateholders and holders of
beneficial interests therein shall be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the General Corporation
Law of the State of Delaware.



     Section 2.8 Title to Trust Property. Legal title to all the Owner Trust Estate shall
be vested at all times in the Trust as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or
trustees, in which case title shall be deemed to be transferred to and vested in the Owner Trustee,
a co-trustee and/or a separate trustee, as the case may be. Any such trustee shall take such part
of the Owner Trust Estate subject to the security interest of the Indenture Trustee therein
established under the Indenture. Such trustee’s acceptance of its appointment shall constitute
acknowledgment of such security interest and shall constitute a Grant to the Indenture Trustee of a
security interest in all property held by such trustee. Any such trustee shall prepare and file
all such financing statements naming such trustee as debtor that are necessary or advisable to
perfect, make effective or continue the lien and security interest of the Indenture Trustee.



     Section 2.9 Situs of Trust. The Trust shall be located and administered in the States
of Delaware or New York. All bank accounts maintained by the Owner Trustee on behalf of the Trust
shall be located in the
State of Delaware or the State of New York. The Trust shall not have any employees in any
state other than Delaware; provided, however, that nothing herein shall restrict or
prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments
shall be received by the Trust only in Delaware or New York, and payments shall be made by the
Trust only from Delaware or New York. The only office of the Trust shall be the Corporate Trust
Office in Delaware.



     Section 2.10 Representations and Warranties of the Depositor. The Depositor hereby
represents and warrants to the Owner Trustee that:



          (a) The Depositor 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 contemplated to be transferred to the Trust pursuant to the Trust Sale and
Servicing Agreement.




          (b) The Depositor 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 qualifications.




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          (c) The Depositor has the power and authority to execute and deliver this Agreement and any
other Basic Documents to which the Depositor is a party and to carry out its terms, the Depositor
has full power and authority to sell and assign the property to be sold and assigned to and
deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized
such sale and assignment to the Trust by all necessary limited liability company action; and the
execution, delivery and performance of this Agreement have been duly authorized by the Depositor by
all necessary limited liability company action.




          (d) The consummation of the transactions contemplated by this Agreement and any other Basic
Documents to which the Depositor is a party, and the fulfillment of the terms of this Agreement and
any other Basic Documents to which the Depositor is a party do 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
Depositor, or any indenture, agreement or other instrument to which the Depositor 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 pursuant to
the Basic Documents), or violate any law or, to the best of the Depositor’s knowledge, any order,
rule or regulation applicable to the Depositor of any court or of any federal or state regulatory
body, administrative agency or other governmental instrumentality having jurisdiction over the
Depositor or any of its properties.




     Section 2.11 Tax Treatment. As long as the Depositor is the sole owner of the
Certificates, the Depositor and Owner Trustee, by entering into this Agreement, (a) express their
intention that the Trust will be disregarded for federal income tax purposes and will be treated as
a division of the Depositor and
(b) agree that Section 5.5 will not be applicable. If the Depositor is not the sole
owner of the Certificates, through sale of the Certificates, issuance by the Trust of additional
Certificates to a Person other than the Depositor or otherwise, the Depositor and the Owner
Trustee, by entering into this Agreement, and the Certificateholders, by acquiring any Certificates
or interest therein, (i) express their intention that the Certificates will qualify as equity
interests in either (A) a division of the Depositor, or any other single Person, disregarded as a
separate entity for federal income tax purposes if all Certificates are owned solely by the
Depositor or by such single Person, or (B) a partnership or grantor trust for federal income tax
purposes if the Certificates are owned by more than one Person and (ii) unless otherwise required
by the appropriate taxing authorities, agree to treat the Certificates as equity interests in an
entity as described in clause (i) of this Section 2.11 for the purposes of federal income
taxes, state and local income and franchise taxes, Michigan single business tax, and any other
taxes imposed upon, measured by, or based upon gross or net income. The parties agree that, unless
otherwise required by appropriate tax authorities, the Trust shall file or cause to be filed annual
or other necessary returns, reports and other forms consistent with such characterization of the
Trust for such tax purposes.



ARTICLE III

THE CERTIFICATES




     Section 3.1 Initial Certificate Ownership. As of the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.5, the Depositor has been the sole
Certificateholder.



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     Section 3.2 Form of the Certificates.



          (a) The Certificates shall be substantially in the form of Exhibit A. The
Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be
executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the
Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at
the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust,
shall be duly issued, fully paid and non-assessable beneficial interests in the Trust,
notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to
the authentication and delivery of such Certificates or did not hold such offices at the date of
authentication and delivery of such Certificates.




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




          (c) The Certificates shall be issued in fully-registered form. The terms of the Certificates
set forth in Exhibit A shall form part of this Agreement.




     Section 3.3 Execution, Authentication and Delivery. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale and
Servicing Agreement, the Owner Trustee shall cause a single Certificate representing the entire
beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered
to or upon the written order of the Depositor, signed by its chairman of the board, its president
or any vice president, without further limited liability company action by the Depositor. Such
Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No
Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any
purpose, unless there shall appear on such Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Owner Trustee or Deutsche
Bank Trust Company Americas, as the Owner Trustee’s authenticating agent, by manual signature.
Such authentication shall constitute conclusive evidence that such Certificate shall have been duly
authenticated and delivered hereunder. All Certificates shall be dated the date of their
authentication.



     Section 3.4 Registration of Certificates; Registration of Transfer and Exchange of
Certificates.



          (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 3.8, a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as provided herein. Deutsche Bank
Trust Company Americas shall be the initial Certificate Registrar. Upon any resignation of a
Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to
make such an appointment, assume the duties of Certificate Registrar.




          (b) The initial Certificateholder may at any time, without consent of the Noteholders, sell,
transfer, convey or assign in any manner its rights to and interests in the



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Certificates (including
its right to distributions from the Reserve Account), provided that: (i) such action will not
result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder
provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such
action will not cause the Trust to be treated as an association (or publicly traded partnership)
taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees
to take positions for tax purposes consistent with the tax positions agreed to be taken by the
Certificateholder, (iv) the conditions set forth in Section 3.4(g) have been satisfied and
(v) in connection with any transfer of less than all of the interests in the Certificates, the
transferor and transferee shall specify the respective interests in the Certificates to be held by
the transferor and transferee, which interests may be determined by a formula or on any other basis
agreed by the transferor and transferee. In addition, no transfer of a Certificate shall be
registered unless the transferee shall have provided to the Owner Trustee and the Certificate
Registrar an opinion of counsel that in connection with such transfer no registration of the
Certificates is required under the Securities Act or applicable state securities law or that such
transfer is otherwise being made in accordance with all applicable federal and state securities
laws. If agreed by the transferor and transferee, different interests may be used for
distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify
the Owner Trustee of any such agreement in connection with such transfer.




          (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator
will promptly prepare amendments (subject to the provisions regarding amendments in the applicable
Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the
Certificate Distribution Account and the making of Distributions to the Certificateholders and such
other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the
foregoing amendments shall be paid by the Administrator.




          (d) Upon surrender for registration of transfer of any Certificate at the office or agency
maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust,
authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating
agent to authenticate and deliver), in the name of the designated transferee or transferees, one or
more new Certificates of a like aggregate percentage interest in the Trust dated the date of
authentication by the Owner Trustee or any authenticating agent.




          (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like
percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the
Certificates to be exchanged at the Corporate Trust Office maintained pursuant to Section
3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall
execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust
Company Americas as its authenticating agent to authenticate and deliver) one or more Certificates
dated the date of authentication by the Owner Trustee or any authenticating agent. Such
Certificates shall be delivered to the Holder making the exchange.




          (f) Every Certificate presented or surrendered for registration of transfer or exchange shall
be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and
the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing
and such other documents and instruments as may be required by Section



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3.4(b). Each
Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently
destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with
its customary practice.




          (g) The Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed and any other expenses of the Owner
Trustee in connection with any transfer or exchange of Certificates.




          (h) The Certificates may not be acquired by or for the account of (i) an “employee benefit
plan,” as defined in Section 3(3) of ERISA, that is subject to the provisions of Title I of ERISA,
(ii) a “plan,” as 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 other than an “insurance company general account,” as defined in Prohibited Transaction
Class Exemption 95-60, whose underlying assets include less than 25% plan assets and for which the
purchase and holding of Certificates is eligible and satisfies all conditions for relief under
Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for
the account of an employee benefit plan or plan that is not subject to the provisions of Title I of
ERISA or Section 4975 of the Code (including, without limitation, foreign or governmental plans) if
such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to
ERISA or Section 4975 of the Code.




     Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates.



          (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of
any Certificate, and (ii) there is delivered to the Certificate Registrar, the Owner Trustee and
the Trust such security or indemnity as may be required by them to hold each of them harmless,
then, in the absence of notice to the Certificate Registrar or the Owner Trustee that such
Certificate has been acquired by a protected purchaser, the Owner Trustee shall execute on behalf
of the Trust and the Owner Trustee shall authenticate and deliver (or shall cause Deutsche Bank
Trust Company Americas as its authenticating agent to authenticate and deliver), in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Certificate, a replacement Certificate of
a like percentage interest in the Trust, as shown on the Certificate; provided,
however, that if any such destroyed, lost or stolen Certificate, but not a mutilated
Certificate, shall have become or within seven (7) days shall be payable, then instead of issuing a
replacement Certificate the Owner Trustee may make distributions on such destroyed, lost or stolen
Certificate when so payable.




          (b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed,
lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the
original Certificate in lieu of which such replacement Certificate was issued presents for payment
or distribution such original Certificate, the Owner Trustee shall be entitled to recover such
replacement Certificate (and any distributions or payments made with respect thereto) or such
payment or distribution from the Person to whom it was delivered or any Person taking such
replacement Certificate from such Person to whom such replacement Certificate was



7









 






delivered or any
assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred
by the Owner Trustee in connection therewith.




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




          (d) Any duplicate Certificate issued pursuant to this Section 3.5 in replacement of
any mutilated, destroyed, lost or stolen Certificate shall constitute an original additional
beneficial interest in the Trust, whether or not the mutilated, destroyed, lost or stolen
Certificate shall be found at any time or be enforced by anyone, and shall be entitled to all the
benefits of this Agreement equally and proportionately with any and all other Certificates duly
issued hereunder.




          (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Certificates.




     Section 3.6 Persons Deemed Certificateholders. Prior to due presentation of a
Certificate for registration of transfer, the Owner Trustee or the Certificate Registrar may treat
the Person in whose name any Certificate shall be registered in the Certificate Register as the
Certificateholder of such Certificate for the purpose of receiving distributions pursuant to
Article V and for all other purposes whatsoever, and neither the Owner Trustee nor the
Certificate Registrar shall be affected by any notice to the contrary.



     Section 3.7 Access to List of Certificateholders’ Names and Addresses. The Owner
Trustee shall furnish or cause to be furnished to the Servicer and the Depositor, within fifteen
(15) days after receipt by the Owner Trustee of a request therefor from the Servicer or the
Depositor in writing, a list of the names and addresses of the Certificateholders as of the most
recent Record Date. Each Holder, by receiving and holding a Certificate, shall be deemed to have
agreed not to hold any of the Servicer, the Depositor or the Owner Trustee accountable by reason of
the disclosure of its name and address, regardless of the source from which such information was
derived.



     Section 3.8 Maintenance of Corporate Trust Office. The Owner Trustee shall maintain
in the Borough of Manhattan, the City of New York, an office or offices or agency or agencies where
Certificates may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Owner Trustee in respect of the Certificates and the Basic Documents may be
served. The Owner Trustee initially designates the offices of Deutsche Bank Trust Company
Americas, 60 Wall Street, New York, NY 10005, as its principal office for such purposes. The Owner
Trustee shall give prompt written notice to the Depositor, to the Servicer and to the
Certificateholders of any change in the location of the Certificate Register or any such office or
agency.



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     Section 3.9 Appointment of Paying Agent. Except as otherwise provided in Section
5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate
Distribution Account pursuant to Section 5.2 and shall report the amounts of such
distributions to the Owner Trustee and the Servicer; provided, however, that no
such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying
Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account
for the purpose of making the distributions referred to above. The Owner Trustee may revoke such
power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the
Paying Agent shall have failed to perform its obligations under this Agreement in any material
respect. The Paying Agent shall initially be Deutsche Bank Trust Company Americas, and any
co-paying agent chosen by Deutsche Bank Trust Company Americas, and acceptable to the Owner
Trustee. Deutsche Bank Trust Company Americas shall be permitted to resign as Paying Agent upon
thirty (30) days’ written notice to the
Owner Trustee. If Deutsche Bank Trust Company Americas shall no longer be the Paying Agent,
the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust
company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which
such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as
Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any,
held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall
return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying
Agent shall also return all funds in its possession to the Owner Trustee. The provisions of
Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee
also in its role as Paying Agent for so long as the Owner Trustee shall act as Paying Agent and, to
the extent applicable, to any other paying agent, certificate registrar or authenticating agent
appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.



     Section 3.10 Depositor as Certificateholder. The Depositor in its individual or any
other capacity may become the owner or pledgee of Certificates and may otherwise deal with the
Owner Trustee or its Affiliates as if it were not the Depositor.



ARTICLE IV

ACTIONS BY OWNER TRUSTEE




     Section 4.1 Prior Notice to Certificateholders with Respect to Certain Matters. The
Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner
Trustee shall have notified the Certificateholders in writing of the proposed action at least
thirty (30) days and not more than forty-five (45) days before the taking of such action, and (ii)
the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day
after such notice is given that such Certificateholders have withheld consent or provided
alternative direction:



          (a) the initiation of any claim or lawsuit by the Trust (other than an action to collect on a
Receivable or an action by the Indenture Trustee pursuant to the Indenture) and the



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compromise of
any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a
Receivable or an action by the Indenture Trustee pursuant to the Indenture);




          (b) the election by the Trust to file an amendment to the Certificate of Trust, a conformed
copy of which is attached hereto as Exhibit B;




          (c) the amendment of the Indenture by a supplemental indenture in circumstances where the
consent of any Noteholder is required;




          (d) the amendment of the Indenture by a supplemental indenture in circumstances where the
consent of any Noteholder is not required and such amendment materially adversely affects the
interests of the Certificateholders;




          (e) the amendment, change or modification of the Administration Agreement, except to cure any
ambiguity or to amend or supplement any provision in a manner that would not materially adversely
affect the interests of the Certificateholders; or




          (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or
Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the
consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate
Registrar of its obligations under the Indenture or this Agreement, as applicable.




     Section 4.2 Action by Certificateholders with Respect to Certain Matters. The Owner
Trustee shall not have the power, except upon the written direction of the Certificateholders, to
remove the Administrator under the Administration Agreement pursuant to Section 10 thereof,
appoint a successor Administrator pursuant to Section 10 of the Administration Agreement,
remove the Servicer under the Trust Sale and Servicing Agreement pursuant to Section 7.02
thereof or, except as expressly provided in the Basic Documents, sell the Receivables or any
interest therein after the termination of the Indenture. The Owner Trustee shall take the actions
referred to in the preceding sentence only upon written instructions signed by the
Certificateholders.



     Section 4.3 Action by Certificateholders with Respect to Bankruptcy. Notwithstanding
any prior termination of this Agreement, the Owner Trustee shall not have the power to commence a
voluntary case under Title 11 of the United States Code or any successor provision relating to the
Trust without the unanimous prior approval of all Certificateholders (including the Depositor) and
the delivery to the Owner Trustee by each such Certificateholder of a certificate certifying that
such Certificateholder reasonably believes that the Trust is insolvent; provided,
however, that under no circumstances shall the Owner Trustee commence or join in commencing
any such case prior to the date that is one year and one day after the termination of the Trust.



     Section 4.4 Restrictions on Certificateholders’ Power. The Certificateholders shall
not direct the Owner Trustee to take or refrain from taking any action if such action or inaction
would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement,
including Section 2.3 of this Agreement, or any of the other Basic Documents, nor shall the
Owner Trustee be obligated to follow any such direction, if given. The Certificateholders shall



10









 







not and shall not direct the Owner Trustee to take action that would violate the provisions of
Section 6.1 and, if given, the Owner Trustee shall not be obligated to follow any such
direction.



     Section 4.5 Majority Control. Except as expressly provided herein, any action that may be taken or consent that may be
given or withheld by the Certificateholders under this Agreement shall be effective if such action
is taken or such consent is given or withheld by the Holders of Certificates evidencing not less
than a majority of the Voting Interests as of the close of the preceding Distribution Date. Except
as expressly provided herein, any written notice, instruction, direction or other document of the
Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of
Certificates evidencing not less than a majority of the Voting Interests at the time of the
delivery of such notice.



ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES




     Section 5.1 Establishment of Certificate Distribution Account.



          (a) Except as otherwise provided in Section 5.2, the Servicer, for the benefit of the
Certificateholders, shall establish and maintain in the name of the Trust an Eligible Deposit
Account known as the Capital Auto Receivables Asset Trust 2007-3 Certificate Distribution Account
(the “Certificate Distribution Account”), bearing an additional designation clearly
indicating that the funds deposited therein are held for the benefit of the Certificateholders.




          (b) The Trust 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 as
otherwise provided herein, in the Indenture or in the Trust Sale and Servicing Agreement, the
Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee
for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account
ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner
Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an
Affiliate thereof) shall within ten (10) Business Days (or such longer period, not to exceed thirty
(30) calendar days, as to which each Rating Agency 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.




     Section 5.2 Application of Trust Funds.



          (a) On each Distribution Date, the Owner Trustee shall distribute to the Certificateholders,
on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account
pursuant to Section 4.06 and Section 4.07 of the Trust Sale and Servicing Agreement
on or prior to such Distribution Date. Notwithstanding the foregoing or anything else to the
contrary in this Agreement or the other Basic Documents, if and for so long as Certificates
representing in the aggregate a 100% beneficial interest in the Trust are held by the Depositor,
(i) no Certificate Distribution Account shall be required to be established or maintained and (ii)
all distributions and payments on the Certificates (including the final distribution as
contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and
Servicing Agreement



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shall be made directly to the Depositor by the Indenture Trustee (whether or
not the Trust Sale
and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution
Account) and the Owner Trustee shall have no duty or liability to see to such distribution.




          (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the
statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09(a) of the
Trust Sale and Servicing Agreement on such Distribution Date; provided that no such statement shall
be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole
Certificateholder.




          (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a
Certificateholder, such tax shall reduce the amount otherwise distributable to the
Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee
shall not have an obligation to withhold any such amount if and for so long as the Depositor is the
sole Certificateholder. The Owner Trustee is hereby authorized and directed to retain from amounts
otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that
is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from
contesting any such tax in appropriate proceedings and withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings). The amount of any withholding tax
imposed with respect to a Certificateholder shall be treated as cash distributed to such
Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with respect to a
distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee may in its
sole discretion withhold such amounts in accordance with this Section 5.2(c). If a
Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall
reasonably cooperate with such Certificateholder in making such claim so long as such
Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred.




          (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to
Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture
Trustee that such funds exist, submit on behalf of the Trust an Issuer Order to the Indenture
Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to
pay such funds to or at the order of the Depositor.




     Section 5.3 Method of Payment. Subject to Section 7.1(c), distributions
required to be made to Certificateholders on any Distribution Date shall be made to each
Certificateholder of record on the related Record Date by wire transfer, in immediately available
funds, to the account of such Holder at a bank or other entity having appropriate facilities
therefore, if such Certificateholder shall have provided to the Certificate Registrar appropriate
written instructions at least five (5) Business Days prior to such Record Date or if not, by check
mailed to such Certificateholder at the address of such Certificateholder appearing in the
Certificate Register.



     Section 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service
and Others. The Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a
calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may
be required by the Code and applicable Treasury Regulations or otherwise, such information as may
be required to enable each Certificateholder to prepare its



12









 







federal income tax return, file such
tax returns relating to the Trust and make such elections as may from time to time be required or
appropriate under any applicable state or federal statute or rule or regulation thereunder so as to
maintain the Trust’s characterization as an entity described in clause (a) of Section 2.11
for federal income tax purposes, cause such tax returns to be signed in the manner required by law
and collect or cause to be collected any withholding tax as described in and in accordance with
Section 5.2(c) with respect to income or distributions to Certificateholders. In the event
that the Internal Revenue Service were to contend successfully that the Trust is not a disregarded
entity but is rather a partnership for federal income tax purposes, the Trust shall allocate items
of income, gain, deduction and loss to the partners of the Trust in accordance with their economic
interests in the Trust. With respect to interest expense of the Trust, the Trust shall allocate to
the Certificateholders their share of the entire amount of such interest expense.



     Section 5.5 Signature on Returns; Other Tax Matters. The Owner Trustee shall sign on
behalf of the Trust any and all tax returns of the Trust, unless applicable law requires a
Certificateholder to sign such documents, in which case such documents shall be signed by the
Depositor. To the extent one may be required, the Depositor shall be the “tax matters partner” of
the Trust pursuant to the Code.



ARTICLE VI

THE OWNER TRUSTEE




     Section 6.1 Duties of Owner Trustee.



          (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are
specifically set forth in this Agreement and the other Basic Documents, including the
administration of the Trust in the interest of the Certificateholders, subject to the Basic
Documents and in accordance with the provisions of this Agreement. No implied covenants or
obligations shall be read into this Agreement.




          (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its
duties and responsibilities hereunder and under the other Basic Documents to the extent the
Administrator has agreed in the Administration Agreement to perform any act or to discharge any
duty of the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall
not be liable for the default or failure of the Administrator to carry out its obligations under
the Administration Agreement.




          (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon
certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this
Agreement in determining the truth of the statements and the correctness of the opinions contained
therein; provided, however, that the Owner Trustee shall have
examined such certificates or opinions so as to determine compliance of the same with the
requirements of this Agreement.




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




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               (i) this Section 6.1(d) shall not limit the effect of Section 6.1(a) or
6.1(b);



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



               (iii) the Owner Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 4.1,
4.2 or 6.4.



          (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee
hereunder need not be segregated in any manner except to the extent required by law or the Trust
Sale and Servicing Agreement and may be deposited under such general conditions as may be
prescribed by law, and the Owner Trustee shall not be liable for any interest thereon.




          (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of
the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible
Officer of the Owner Trustee, result in the Trust’s becoming taxable as a corporation for federal
income tax purposes. The Certificateholders shall not direct the Owner Trustee to take action that
would violate the provisions of this Section 6.1.




     Section 6.2 Rights of Owner Trustee. The Owner Trustee is authorized and directed to
execute and deliver the Basic Documents and each certificate or other document attached as an
exhibit to or contemplated by the Basic Documents to which the Trust is to be a party, in such form
as the Depositor shall approve as evidenced conclusively by the Owner Trustee’s execution thereof.
In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take
all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further
authorized from time to time to take such action as the Administrator recommends and directs in
writing with respect to the Basic Documents.



     Section 6.3 Acceptance of Trusts and Duties. Except as otherwise provided in this
Article VI, in accepting the trusts hereby created, Deutsche Bank Trust Company Delaware
acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having
any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or
any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.
The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with
respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to
disburse all monies
actually received by it constituting part of the Owner Trust Estate upon the terms of the
Basic Documents and this Agreement. The Owner Trustee shall not be liable or accountable hereunder
or under any other Basic Document under any circumstances, except for its own negligent action,
its own negligent failure to act or its own willful misconduct or in the case of the inaccuracy of
any representation or warranty contained in Section 6.6 and expressly made by the Owner
Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in
the preceding sentence):



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          (a) the Owner Trustee shall at no time have any responsibility or liability for, or with
respect to, the legality, validity and enforceability of any Receivable, or the perfection and
priority of any security interest created by any Receivable in any Financed Vehicle or the
maintenance of any such perfection and priority, or for, or with respect to, the sufficiency of the
Owner Trust Estate or its ability to generate the payments to be distributed to Certificateholders
under this Agreement or to Noteholders under the Indenture, including: the existence, condition and
ownership of any Financed Vehicle; the existence and enforceability of any insurance thereon; the
existence and contents of any Receivable on any computer or other record thereof; the validity of
the assignment of any Receivable to the Trust or of any intervening assignment; the completeness of
any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor
or the Servicer with any warranty or representation made under any Basic Document or in any related
document or the accuracy of any such warranty or representation or any action of the Administrator,
the Indenture Trustee or the Servicer or any sub-servicer taken in the name of the Owner Trustee;




          (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in accordance with the instructions of the Administrator or any Certificateholder;




          (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee
to expend or risk funds or otherwise incur any financial liability in the performance of any of its
rights or powers hereunder or under any other Basic Document, if the Owner Trustee shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured or provided to it;




          (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or
arising under any of the Basic Documents, including the principal of and interest on the Notes;




          (e) the Owner Trustee shall not be responsible for or in respect of and makes no
representation as to the validity or sufficiency of any provision of this Agreement other than as
explicitly set forth herein or for the due execution hereof by the Depositor or for the form,
character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for, or
in respect of, the validity or sufficiency of the Notes, the Certificates (other than the
certificate of authentication on the Certificates), the other Basic Documents, any Receivables or
any related documents, and the Owner Trustee shall in no event assume or incur any liability, duty
or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for
herein and in the other Basic Documents;




          (f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator,
the Indenture Trustee, the Depositor or the Servicer under any of the Basic Documents or otherwise
and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust
under this Agreement or the Basic Documents that are required to be performed by the Administrator
under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under
the Pooling and Servicing Agreement or the Trust Sale and Servicing Agreement;




15









 








          (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement, or to institute, conduct or defend any litigation under this
Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request,
order or direction of any of the Certificateholders, unless such Certificateholders have offered to
the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner
Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document
shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its
negligence or willful misconduct in the performance of any such act; and




          (h) Notwithstanding anything to the contrary contained herein or in any other Basic Document,
and notwithstanding any Person’s right to instruct the Owner Trustee, neither the Owner Trustee nor
any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute,
deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits
or other instruments required pursuant to the Sarbanes-Oxley Act of 2002 or the rules and
regulations promulgated pursuant thereto, and the refusal to comply with any such instructions
shall not constitute a default or breach under any Basic Document. In the event that the Owner
Trustee, on behalf of the Trust, does not execute, deliver or certify any filings, certificates,
affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, an Authorized
Officer of the Administrator shall, on behalf of the Trust, execute, deliver or make such
certification.




     Section 6.4 Action upon Instruction by Certificateholders.



          (a) Subject to Section 4.4, the Certificateholders may by written instruction direct
the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by
written instruction of the Certificateholders pursuant to Section 4.5.




          (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action
hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined,
or shall have been advised by counsel, that such action is likely to result in liability on the
part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is
otherwise contrary to law.




          (c) Whenever the Owner Trustee is unable to decide between alternative courses of action
permitted or required by the terms of this Agreement or any other Basic Document, or is unsure as
to the application, intent, interpretation or meaning of any provision of this Agreement or the
other Basic Documents, the Owner Trustee shall promptly give notice (in such form as shall be
appropriate under the circumstances) to the Certificateholders requesting
instruction as to the course of action to be adopted, and, to the extent the Owner Trustee
acts in good faith in accordance with any such instruction received, the Owner Trustee shall not be
liable on account of such action to any Person. If the Owner Trustee shall not have received
appropriate instructions within ten (10) days of such notice (or within such shorter period of time
as reasonably may be specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action which is consistent, in its
view, with this Agreement or the other Basic Documents, and as it shall deem to be in the best



16









 






interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person
for any such action or inaction.




     Section 6.5 Furnishing of Documents. The Owner Trustee shall furnish to the
Certificateholders, promptly upon receipt of a written request therefor, duplicates or copies of
all reports, notices, requests, demands, certificates, financial statements and any other
instruments furnished to the Owner Trustee under the Basic Documents.



     Section 6.6 Representations and Warranties of Owner Trustee. The Owner Trustee hereby
represents and warrants to the Depositor, for the benefit of the Certificateholders, that:



          (a) It is a banking corporation duly organized, validly existing and in good standing under
the laws of the state of its incorporation. It has satisfied the eligibility requirements set
forth in Section 6.13.




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




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




          (d) This Agreement has been duly executed and delivered by the Owner Trustee and constitutes
the legal, valid and binding agreement of the Owner Trustee, 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.




     Section 6.7 Reliance; Advice of Counsel.



          (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper believed by it to be genuine and believed by it to be signed by the proper
party or parties and need not investigate any fact or matter in any such document. The Owner
Trustee may accept a certified copy of a resolution of the board of directors or other governing
body of any corporate party as conclusive evidence that such resolution has been duly adopted by
such body and that the same is in full force and effect. As to any fact or matter the method of
the determination of which is not specifically prescribed herein, the Owner Trustee



17









 






may for all
purposes hereof rely on a certificate, signed by the president or any vice president or by the
treasurer or other authorized officers of the relevant party, as to such fact or matter, and such
certificate shall constitute full protection to the Owner Trustee for any action taken or omitted
to be taken by it in good faith in reliance thereon.




          (b) In the exercise or administration of the trusts hereunder and in the performance of its
duties and obligations under this Agreement or the other Basic Documents, the Owner Trustee may act
directly or through its agents, attorneys, custodians or nominees (including the granting of a
power of attorney to officers of Deutsche Bank Trust Company Americas to execute and deliver any
Certificate, Note, other Basic Documents, or other documents related thereto on behalf of the Owner
Trustee) pursuant to agreements entered into with any of them, and the Owner Trustee shall not be
liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such
agents, attorneys, custodians or nominees shall have been selected by the Owner Trustee with
reasonable care; and may consult with counsel, accountants and other skilled professionals to be
selected with reasonable care and employed by it. The Owner Trustee shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of
any such counsel, accountants or other such Persons and not contrary to this Agreement or any other
Basic Document.




     Section 6.8 Owner Trustee May Own Certificates and Notes. Deutsche Bank Trust Company
Delaware or any successor Owner Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates or Notes and may deal with the Depositor, the Administrator, the
Indenture Trustee and the Servicer in transactions in the same manner as it would have if it were
not the Owner Trustee.



     Section 6.9 Compensation and Indemnity. The Owner Trustee shall receive as
compensation for its services hereunder such fees as have been separately agreed upon before the
date hereof between the Servicer and the Owner Trustee, and the Owner Trustee, any paying agent,
registrar, authenticating agent or co-trustee shall be entitled to be reimbursed by the Servicer
for its other reasonable expenses hereunder, including the reasonable compensation, expenses and
disbursements of such agents, custodians, nominees, representatives, experts and external counsel
as the Owner Trustee may employ in connection with the exercise and performance of its rights and
its duties hereunder. The Servicer shall indemnify the Owner Trustee, any paying agent, registrar,
authenticating agent or co-trustee and its successors, assigns, agents and servants in accordance
with the provisions of Section 6.01
of the Trust Sale and Servicing Agreement. The indemnities contained in this Section
6.9 shall survive the resignation or removal of the Owner Trustee or the termination of this
Agreement. Any amounts paid to the Owner Trustee pursuant to this Article VI shall be
deemed not to be a part of the Owner Trust Estate immediately after such payment.



     Section 6.10 Replacement of Owner Trustee.



          (a) The Owner Trustee may give notice of its intent to resign and be discharged from the
trusts hereby created by giving notice thereof to the Administrator provided that no such
resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set
forth in Section 6.10(c). If no successor Owner Trustee shall have been appointed pursuant
to Section 6.10(b) and have accepted such appointment within thirty (30) days after the



18









 






giving of such notice, the Owner Trustee giving such notice may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the
Owner Trustee if:




               (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of
Section 6.13 and shall fail to resign after written request therefor by the Administrator;



               (ii) the Owner Trustee shall be adjudged bankrupt or insolvent;



               (iii) a receiver or other public officer shall be appointed or take charge or control of the
Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation; or



               (iv) the Owner Trustee shall otherwise be incapable of acting.



          (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy
exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a
successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be
delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and
shall pay all fees owed to the outgoing Owner Trustee.




          (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner
Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective,
and no such resignation shall be deemed to have occurred, until a written acceptance of appointment
is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and
all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the
resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by
the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be
eligible to act in such capacity in accordance with Section 6.13 and, following compliance
with the preceding sentence, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner
Trustee to each of the Rating Agencies.




          (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the
successor Owner Trustee all documents and statements and monies held by it under this Agreement.
The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and
do such other things as may reasonably be required for fully and certainly vesting and confirming
in the successor Owner Trustee all such rights, powers, duties and obligations.




          (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section
6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all
Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.




     Section 6.11 Merger or Consolidation of Owner Trustee. Any Person into which the
Owner Trustee may be merged or converted or with which it may be consolidated, or any Person



19









 







resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party,
or any Person succeeding to all or substantially all of the corporate trust business of the Owner
Trustee, shall be the successor of the Owner Trustee hereunder, provided such Person shall be
eligible pursuant to Section 6.13, and without the execution or filing of any instrument or
any further act on the part of any of the parties hereto; provided, however, that
the Owner Trustee shall mail notice of such merger or consolidation to the Rating Agencies.



     Section 6.12 Appointment of Co-Trustee or Separate Trustee.



          (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of
meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Estate or
any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee acting
jointly shall, at the expense of the Servicer, have the power and shall, at the expense of the
Servicer, execute and deliver all instruments to appoint one or more Persons approved by the Owner
Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or trustees,
of all or any part of the Owner Trust Estate, and to vest in such Person (in the name of the Trust
and not in such Person’s name for the Trust, except to the extent otherwise required by, and in
accordance with, Section 2.8), in such capacity, such title to the Trust, or any part
thereof, and, subject to the other provisions of this Section 6.12, such powers, duties,
obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or
desirable. If the Administrator shall not have joined in such appointment within fifteen (15) days
after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor trustee pursuant to Section 6.13 and no notice of
the appointment of any co-trustee or separate trustee shall be required pursuant to Section
6.10.




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




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



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



               (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee.



20









 





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




          (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent
or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner
Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.




     Section 6.13 Eligibility Requirements for Owner Trustee. The Owner Trustee shall at
all times satisfy the requirement of Section 26(a)(1) of the Investment Company Act. The Owner
Trustee shall at all times: (a) be a corporation satisfying the provisions of Section 3807(a) of
the Statutory Trust Act; (b) be authorized to exercise corporate trust powers; (c) have a combined
capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal
or state authorities; and (d) have (or have a parent which has) a long-term unsecured debt rating
of at least BBB- by Standard & Poor’s Ratings Service and at least Baa3 by Moody’s
Investors Service, Inc. If such corporation shall publish reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then
for the purpose of this Section 6.13, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of this Section 6.13, the
Owner Trustee shall resign immediately in the manner and with the effect specified in
Section 6.10.



ARTICLE VII

TERMINATION OF TRUST AGREEMENT




     Section 7.1 Termination of Trust Agreement.



          (a) This Agreement (other than Section 6.9) and the Trust shall dissolve in accordance
with Section 3808 of the Statutory Trust Act and be of no further force or effect on the final
distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust
Estate in accordance with the terms of the Indenture, the Trust Sale and Servicing Agreement
(including the exercise by the Servicer of its option to purchase the Receivables pursuant to
Section 8.01(a) of the Trust Sale and Servicing Agreement), the Interest Rate Swaps and
Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder shall not (x) operate to terminate this Agreement or the Trust, (y) entitle such



21









 






Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner
Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.




          (b) Neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate
the Trust or this Agreement.




          (c) Subject to Section 5.2(a), notice of any termination of the Trust, specifying the
Distribution Date upon which the Certificateholders shall surrender their Certificates to the
Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner
Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice
of such termination from the Servicer given pursuant to Section 8.01(c) of the Trust Sale
and Servicing Agreement, stating: (i) the Distribution Date upon or with respect to which final
payment of the Certificates shall be made upon presentation and surrender of the Certificates at
the office of the Paying Agent therein designated; (ii) the amount of any such final payment; and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the office of the
Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate
Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given
to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall
cause to be distributed to Certificateholders amounts distributable on such Distribution Date
pursuant to Section 5.2.




          (d) If all of the Certificateholders shall not surrender their Certificates for cancellation
within six months after the date specified in the written notice referred to in Section
7.1(c), the Owner Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive the final
distribution with respect thereto. If within one year after the second notice all the Certificates
shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or
may appoint an
agent to take appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the funds and other
assets that shall remain subject to this Agreement. Subject to applicable laws with respect to
escheat of funds, any funds remaining in the Trust after exhaustion of such remedies in the
preceding sentence shall be deemed property of the Depositor and distributed by the Owner Trustee
to the Depositor, and the Owner Trustee shall have no further liability to the Certificateholders
with respect thereto.




          (e) Upon the winding up and termination of the Trust in accordance with Section 3808 of the
Statutory Trust Act and this Section, the Owner Trustee shall cause the Certificate of Trust to be
canceled by filing a certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Statutory Trust Act.




ARTICLE VIII

AMENDMENTS




     Section 8.1 Amendments Without Consent of Certificateholders or Noteholders. This
Agreement may be amended by the Depositor and the Owner Trustee without the consent of any



22









 







of the
Noteholders or any other Persons who may be Certificateholders (but with prior notice to each of
the Rating Agencies), to (i) cure any ambiguity, (ii) correct or supplement any provision in this
Agreement that may be defective or inconsistent with any other provision in this Agreement or any
other Basic Document, (iii) add or supplement any credit enhancement for the benefit of the
Noteholders or Certificateholders (provided that if any such addition shall affect any class of
Noteholders or Certificateholders differently from any other class of Noteholders or
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 the Noteholders or
Certificateholders), (iv) add to the covenants, restrictions or obligations of the Depositor or the
Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor
trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be
necessary to facilitate the administration of the trusts hereunder by more than one trustee
pursuant to Article VI, and (vi) add, change or eliminate any other provision of this
Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in
any material respect the interests of the Noteholders or Unaffiliated Certificateholders.



     Section 8.2 Amendments With Consent of Certificateholders and Noteholders. This
Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent
of 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 Depositor or an Affiliate of the Depositor holds any Certificates, the consent of
Certificateholders whose Certificates evidence not less than a majority of the Voting Interest as
of the close of the preceding Distribution Date (which consent, whether given pursuant to this
Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and
binding on such Person and on all future holders of such Notes or
Certificates and of any Notes or 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 Notes or
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
Noteholders or the Certificateholders; provided, however, that no such amendment
shall (a) without the consent of the holder of the affected Note, increase or reduce the interest
rate or principal amount of any Note or change any Distribution Date or the Final Scheduled
Distribution Date of any Note or distributions on the Certificates (without the consent of the
holders hereof), (b) increase or reduce the amount of the required Specified Reserve Account
Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (c)
adversely affect the rating of any Securities by any of the Rating Agencies without the consent of
the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of
the Voting Interests of affected Certificates, as appropriate, each as of the close of the
preceding Distribution Date or (d) reduce the aforesaid percentage required to consent to any such
amendment, without the consent of the holders of all Notes and Certificates then outstanding. The
Owner Trustee shall furnish notice to each of the Rating Agencies prior to obtaining consent to any
proposed amendment under this Section 8.2.



     Section 8.3 Form of Amendments.



23









 





          (a) Promptly after the execution of any amendment, supplement or consent pursuant to
Section 8.1 or 8.2, the Owner Trustee shall furnish written notification of the
substance of such amendment or consent to each Unaffiliated Certificateholder and the Indenture
Trustee.




          (b) It shall not be necessary for the consent of Certificateholders, the Noteholders or the
Indenture Trustee pursuant to Section 8.2 to approve the particular form of any proposed
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 Unaffiliated
Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing
the authorization of the execution thereof by Unaffiliated Certificateholders shall be subject to
such reasonable requirements as the Owner Trustee may prescribe.




          (c) Promptly after the execution of any amendment to the Certificate of Trust, the Owner
Trustee shall cause the filing of such amendment with the Secretary of State.




          (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the
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 Agreement. The Owner
Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner
Trustee’s own rights, duties or immunities under this Agreement or otherwise.




ARTICLE IX

MISCELLANEOUS




     Section 9.1 No Legal Title to Owner Trust Estate. The Certificateholders shall not
have legal title to any part of the Owner Trust Estate. The Certificateholders shall be entitled
to receive distributions with respect to their undivided ownership interest therein only in
accordance with Articles V and VII. No transfer, by operation of law or otherwise,
of any right, title, and interest of the Certificateholders to and in their ownership interest in
the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle
any transferee to an accounting or to the transfer to it of legal title to any part of the Owner
Trust Estate.



     Section 9.2 Limitations on Rights of Others. Except for Section 9.12, the
provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the
Certificateholders, the Administrator and, to the extent expressly provided herein, the Indenture
Trustee and the Noteholders, 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 the Owner
Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions
contained herein.



     Section 9.3 Derivative Actions. Any provision contained herein to the contrary
notwithstanding, the right of any Certificateholder to bring a derivative action in the right of
the Trust is hereby made expressly subject to the following limitations and requirements:



          (a) such Certificate Owner must meet all requirements set forth in the Statutory Trust Act;
and




24









 








          (b) no Certificateholder may bring a derivative action in the right of the Trust without the
prior written consent of Certificateholders owning, in the aggregate, beneficial interests in
Certificates representing at least 50% of the Voting Interests.




     Section 9.4 Notices. All demands, notices and communications upon or to the
Depositor, the Servicer, the Administrator, the Indenture Trustee, the Owner Trustee or the Rating
Agencies under this Agreement shall be delivered as specified in Appendix B to the Trust Sale and
Servicing Agreement.



     Section 9.5 Severability. 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 Certificates or the rights of the holders thereof.



     Section 9.6 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 one and the same instrument.



     Section 9.7 Successors and Assigns. All covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the Depositor, the Owner Trustee and each
Certificateholder and their respective successors and permitted assigns, all as herein provided.
Any request, notice, direction, consent, waiver or other instrument or action by a
Certificateholder shall bind the successors and assigns of such Certificateholder.



     Section 9.8 No Petition. The Owner Trustee by entering into this Trust Agreement and
each Certificateholder or Certificate Owner, by accepting a Certificate (or interest therein)
issued hereunder, hereby covenant and agree that they shall not (nor shall they join with or
solicit another person to), prior to the day that is one year and one day after the termination of
the Trust and of each other trust heretofore formed by the Depositor, acquiesce, petition or
otherwise invoke or cause the Depositor or the Trust to invoke in any court or government authority
for the purpose of commencing or sustaining a case against the Depositor or the Trust under any
federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the Depositor or the Trust
or any substantial part of its property, or ordering the winding up or liquidation of the affairs
of the Depositor or the Trust.



     Section 9.9 No Recourse. Each Certificateholder or Certificate Owner by accepting a
Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest
therein) represents beneficial interests in the Trust only and does not represent interests in or
obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture
Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against
such parties or their assets, except as may be expressly set forth or contemplated in this
Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the
Basic Documents, none of the Depositor, the Servicer or the Owner Trustee in their respective
individual capacities, or any of their respective partners, beneficiaries, agents, officers,
directors,



25









 







employees or successors or assigns, shall be personally liable for, nor shall recourse
be had to any of them for, the distribution of any amount with respect to the Certificates or the
Trust’s performance of, or omission to perform, any obligations or indemnifications contained in
the Certificates, this Agreement or the other Basic Documents, it being expressly understood that
such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by
the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly
provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the
Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss
or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and
Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any
such Certificateholder or Certificate Owner under applicable law by any court or other
authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is
deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other
than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any
such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of
other Persons to whom rights in the other assets have been expressly granted, including to the
payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in
the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject
to, Section 510(a) of the Bankruptcy Code.



     Section 9.10 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 9.11 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     Section 9.12 Indemnification by and Reimbursement of the Servicer. The Owner Trustee
acknowledges and agrees to reimburse (i) the Servicer and its directors, officers, employees and
agents in accordance with Section 6.03(b) of the Trust Sale and Servicing Agreement and
(ii) the Depositor and its directors, officers, employees and agents in accordance with Section
3.04 of the Trust Sale and Servicing Agreement. The Owner Trustee further acknowledges and
accepts the conditions and limitations with respect to the Servicer’s obligation to indemnify,
defend and hold the Owner Trustee harmless as set forth in Section 6.01(a)(iv) of the Trust
Sale and Servicing Agreement.



     Section 9.13 Effect of Amendment and Restatement. It is the intent of the parties
hereto that this Trust Agreement shall, as of September 27, 2007, replace in its entirety the
Original Trust Agreement; provided, however, that with respect to the period of
time from September 18, 2007 through September 27, 2007, the rights and obligations of the parties
shall be governed by the Original Trust Agreement; provided further, that the
amendment and restatement of the Original Trust Agreement shall not affect any of the grants,
conveyances or



26









 







transfers contemplated by the Original Trust Agreement to have occurred prior to the
date hereof.



     Section 9.14 Information to be Provided by the Owner Trustee.



          (a) The Owner Trustee agrees to cooperate in good faith with any reasonable request by the
Depositor for information regarding the Owner Trustee which is required in order to enable the
Depositor to comply with the provisions of Items 1117 and 1119 of Regulation AB as it relates to
the Owner Trustee or to the Owner Trustee’s obligations under this Agreement.




          (b) Except to the extent disclosed by the Owner Trustee in subsection (c) or (d) below, the
Owner Trustee shall be deemed to have represented to the Depositor 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 Deutsche Bank Trust
Company Delaware or any property of Deutsche Bank Trust Company Delaware that would be material to
any Noteholder or, to the extent that the Certificates are registered under the Securities Act for
public sale, any holder of such Certificates.




          (c) The Owner Trustee shall, as promptly as practicable following notice to or discovery by
the Owner Trustee of any changes to any information regarding the Owner Trustee as is required for
the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing,
such updated information.




          (d) The Owner Trustee shall deliver to the Depositor on or before March 15 of each year,
beginning with March 15, 2008, a report of a representative of the Owner Trustee with respect to
the immediately preceding calendar year certifying, on behalf of the Owner Trustee, that except to
the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there
were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche
Bank Trust Company Delaware or any property of Deutsche Bank Trust Company Delaware that would be
material to any Noteholder or, to the extent that the Certificates are registered under the
Securities Act for public sale, any holder of such Certificates.




          (e) The Owner Trustee shall deliver to the Depositor on or before March 15 of each year,
beginning with March 15, 2008, a report of a representative of the Owner Trustee with respect to
the immediately preceding calendar year providing to the Depositor such information regarding the
Owner 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 Owner Trustee
and any of the following parties to this securitization transaction, as such parties are identified
to the Owner Trustee by the Depositor in writing in advance of this securitization transaction:




               (i)    the Depositor;



               (ii)   GMAC, as sponsor;



               (iii)  the Trust;



27









 





               (iv)  the Servicer;



               (v)   the Indenture Trustee;



               (vi)  the Swap Counterparty; and



               (vii) any other material transaction party.


In connection with the parties listed in clauses (i) through (vii) above, the Owner
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, that
currently exists or that existed during the past two years and that is material to an investor’s
understanding of the asset backed securities issued in this securitization transaction.



* * * * *



28









 








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



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY
DELAWARE, as Owner Trustee

 	 
	 	By:  	/s/ Eileen M. Hughes
 	 
	 	 	Name:  	Eileen M. Hughes 	 
	 	 	Title:  	Attorney-in-fact 	 
	 
	 	 	 
	 	By:  	                  /s/ Aranka R. Paul
 	 
	 	 	Name:  	Aranka R. Paul 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



	 	 	 	 	 
	 	CAPITAL AUTO RECEIVABLES LLC, as Depositor

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



	 	 	 	 	 
	Acknowledged and accepted:



DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Paying Agent

 	 	 
	By:  	/s/ Eileen M. Hughes
 	 	 
	 	Name:  	Eileen M. Hughes 	 	 
	 	Title:  	Vice President 	 	 
	 
	 	 	 
	By:  	/s/ Aranka R. Paul
 	 	 
	 	Name:  	Aranka R. Paul 	 	 
	 	Title:  	Assistant Vice President 	 	 



 









 






	 	 	 	 	 



EXHIBIT A




FORM OF CERTIFICATE




	 	 	 
	NO. R-

	 	________%






SEE REVERSE FOR CERTAIN DEFINITIONS





THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR THE VARIOUS STATE SECURITIES LAWS. NO TRANSFER OF
THIS CERTIFICATE SHALL BE MADE UNLESS SUCH TRANSFER IS MADE IN A TRANSACTION THAT
DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS
AND IS OTHERWISE IN COMPLIANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST
AGREEMENT.




THIS CERTIFICATE (OR AN INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT
OF (1) AN “EMPLOYEE BENEFIT PLAN,” AS DEFINED IN SECTION 3(3) OF THE UNITED STATES
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT
IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (2) A “PLAN,” AS DESCRIBED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR (3) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OTHER THAN
AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS DEFINED IN PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 (“PTCE 95-60”), WHOSE UNDERLYING ASSETS INCLUDE LESS THAN
25% PLAN ASSETS AND FOR WHICH THE PURCHASE AND HOLDING OF CERTIFICATES IS ELIGIBLE
AND SATISFIES ALL CONDITIONS FOR RELIEF UNDER PTCE 95-60. THIS CERTIFICATE (OR AN
INTEREST THEREIN) ALSO MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF AN EMPLOYEE
BENEFIT PLAN OR PLAN THAT IS NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA OR
SECTION 4975 OF THE CODE (INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENTAL
PLANS) IF SUCH ACQUISITION WOULD RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER, OR A VIOLATION OF, ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO ERISA
OR SECTION 4975 OF THE CODE. EACH HOLDER OF THIS CERTIFICATE, BY ACCEPTING THIS
CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT SUBJECT
TO THE FOREGOING LIMITATIONS AND, IF REQUESTED TO DO SO BY THE DEPOSITOR, SUCH
PERSON SHALL EXECUTE AND DELIVER TO THE OWNER TRUSTEE AN UNDERTAKING LETTER TO SUCH
EFFECT IN THE FORM SPECIFIED IN THE TRUST AGREEMENT.



A-1









 





CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-3




ASSET BACKED CERTIFICATE





evidencing a fractional undivided interest in the Trust, as defined below, the
property of which includes a pool of retail instalment sale contracts and direct
purchase money loans secured by new or used automobiles and light trucks and sold to
the Trust by Capital Auto Receivables LLC.




(This Certificate does not represent an interest in or obligation of Capital Auto
Receivables LLC or GMAC LLC or any of their respective affiliates, except to the
extent described in the Basic Documents.)



          THIS CERTIFIES THAT
                    
                    
 is the registered owner of a nonassessable,
fully-paid fractional undivided interest in Capital Auto Receivables Asset Trust 2007-3 (the
“Trust”) formed by Capital Auto Receivables LLC, a Delaware limited liability company.




          The Trust was created pursuant to a Trust Agreement, dated as of September 18, 2007 (as
amended and supplemented as of September 18, 2007, the “Trust Agreement”), between the
Depositor and Deutsche Bank Trust Company Delaware, as owner trustee (the “Owner Trustee”),
a summary of certain of the pertinent provisions of which is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in
the Trust Agreement.




          This Certificate is one of the duly authorized Certificates designated as Asset Backed
Certificates (the “Certificates”). This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, the terms of which are incorporated herein
by reference and made a part hereof, to which Trust Agreement the holder of this Certificate by
virtue of the acceptance hereof assents and by which such holder is bound.




          Under the Trust Agreement there shall be distributed on the 15th day of each month,
or if such 15th day is not a Business Day, the next Business Day, commencing on October
15, 2007 (each, a “Distribution Date”), to the person in whose name this Certificate is
registered on the related Record Date, such amount as is provided in the Basic Documents. The
“Record Date,” with respect to any Distribution Date, means the last day of the preceding
Monthly Period.




          The distributions in respect of this Certificate are payable in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Trust with respect to this Certificate shall be applied in
respect of this Certificate.




          The holder of this Certificate acknowledges and agrees that its rights to receive
distributions in respect of this Certificate are subordinated to the rights of the Noteholders as
and to the extent described in the Trust Sale and Servicing Agreement.




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          It is the intent of the Depositor, the Owner Trustee and the Certificateholders that, for
purposes of federal income, state and local income and franchise taxes, Michigan single business
tax and any other taxes imposed upon, measured by or based upon gross or net income, the Trust
shall be treated as either (A) a division of the Depositor, or any other single Person, and
disregarded as a separate entity, if all Certificates are owned solely by the Depositor, the Trust
or by such single Person, or (B) a partnership if the Certificates are owned by more than one
Person. Except as otherwise required by appropriate taxing authorities, the Depositor and the
other Certificateholders by acceptance of a Certificate agree to treat, and to take no action
inconsistent with the treatment of, the Certificates for such tax purposes as interests in such a
disregarded entity or partnership as described in the previous sentence.




          Each Certificateholder or Certificate Owner by its acceptance of a Certificate (or an interest
therein) covenants and agrees that such Certificateholder or Certificate Owner shall not, prior to
the date which is one year and one day after the termination of the Trust and of each other trust
heretofore formed by the Depositor, acquiesce, petition or otherwise invoke or cause the Depositor,
the Owner Trustee or the Trust to invoke the process of any court or governmental authority for the
purpose of commencing or sustaining a case against the Depositor or the Owner Trustee under any
federal or state bankruptcy, insolvency, reorganization or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor
or the Trust or any substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Depositor or the Trust.




          Except as otherwise provided in the Trust Agreement, distributions on this Certificate shall
be made as provided in the Trust Agreement by the Owner Trustee by wire transfer or check mailed to
the Certificateholder without the presentation or surrender of this Certificate or the making of
any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the
above, the final distribution on this Certificate shall be made after due notice by the Owner
Trustee of the pendency of such distribution and only upon presentation and surrender of this
Certificate at the office maintained for such purpose by the Owner Trustee in the Borough of
Manhattan, the City of New York.




          Reference is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.




          Unless the certificate of authentication hereon shall have been executed by an authorized
officer of the Owner Trustee by manual signature, this Certificate shall not entitle the holder
hereof to any benefit under the Trust Agreement or the Trust Sale and Servicing Agreement or be
valid for any purpose.




          THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER
JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.





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          IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual
capacity, has caused this Certificate to be duly executed.




	 	 	 	 	 	 	 	 	 
	Dated: September 27, 2007	 	 	 	CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-3	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DEUTSCHE BANK TRUST COMPANY
 DELAWARE, not in
its individual capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 






OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Certificates referred to in the within-mentioned Trust Agreement.



	 	 	 	 	 	 	 	 	 	 	 
	DEUTSCHE BANK TRUST COMPANY 

DELAWARE, not in its individual capacity but solely as Owner Trustee	 	 	 	DEUTSCHE BANK TRUST COMPANY

DELAWARE, not in its individual capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By: DEUTSCHE BANK TRUST COMPANY

       AMERICAS, as Authenticating Agent	 	 
	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 	 	 	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 	 	 	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 






A-4









 






REVERSE OF CERTIFICATE




          The Certificate does not represent an obligation of, or an interest in, the Depositor, the
Servicer, GMAC LLC, the Indenture Trustee, the Owner Trustee or any affiliates of any of them and
no recourse may be had against such parties or their assets, except as may be expressly set forth
or contemplated herein or in the Trust Agreement or the other Basic Documents. In addition, this
Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections and recoveries with respect to the Receivables (and certain other
amounts), all as more specifically set forth herein and in the other Basic Documents. A copy of
each of the other Basic Documents may be examined during normal business hours at the principal
office of the Depositor, and at such other places, if any, designated by the Depositor, by any
Certificateholder upon written request. In the event of any conflict between the terms of this
Certificate and the terms of the other Basic Documents, the terms of the other Basic Documents
shall govern.




          The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof
and the modification of the rights and obligations of the Depositor and the rights of the
Certificateholders under the Trust Agreement at any time by the Depositor and the Owner Trustee
with the consent of the Holders of the Controlling Class evidencing not less than a majority of the
Outstanding Amount of the Notes as of the close of the preceding Distribution Date and the consent
of Certificateholders whose Certificates evidence not less than a majority of the Voting Interests
as of the close of the preceding Distribution Date. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and on all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust
Agreement also permits the amendment thereof, in certain circumstances, without the consent of the
Holders of any of the Certificates or the Notes.




          As provided in the Trust Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registerable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies of the Certificate Registrar
maintained by the Owner Trustee in the City of New York, accompanied by a written instrument of
transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more
new Certificates evidencing the same aggregate percentage interest in the Trust will be issued to
the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement
is Deutsche Bank Trust Company Americas, New York, New York.




          The Certificate is issuable only as a registered Certificate. As provided in the Trust
Agreement and subject to certain limitations therein set forth, the Certificate is exchangeable for
a new Certificate. No service charge shall be made for any such registration of transfer or
exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection therewith.




          The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is registered as



A-5









 






the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or
any such agent shall be affected by any notice to the contrary.




          The obligations and responsibilities created by the Trust Agreement and the Trust created
thereby shall terminate in accordance with Article VII of the Trust Agreement.





A-6









 








ASSIGNMENT




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




PLEASE INSERT SOCIAL SECURITY

NUMBER OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE




 
(please print or type name and address, including postal zip code, of assignee)




 
the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing




      
attorney to transfer said Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.



	 	 	 	 	 	 	 
	 
	 	 	 	 	* 	 
	Dated:

	 	 	 	 

Signature Guaranteed:
	 	 
	 
	 
	 	 	 	 	* 	 
	 

	 	 	 	 

	 	 








 




			
	*	 	NOTICE: The signature to this assignment must correspond with the name of the registered owner as
it appears upon the face of the within Certificate in every particular, without alteration,
enlargement or any change whatsoever. Such signature must be guaranteed by a member firm of the
New York Stock Exchange or a commercial bank or trust company.




A-7









 










EXHIBIT B




CERTIFICATE OF TRUST 

OF CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-3




          This Certificate of Trust of Capital Auto Receivables Asset Trust 2007-3 (the “Trust”)
is being duly executed and filed by the undersigned, as trustee, to form a statutory trust under
the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).




     1. Name. The name of the statutory trust formed hereby is Capital Auto Receivables Asset
Trust 2007-3.



     2. Delaware Trustee. The name and business address of the trustee of the Trust in the State
of Delaware are Deutsche Bank Trust Company Delaware, E.A. Delle Donne Corporate Center, Montgomery
Building, 1011 Centre Road, Wilmington, Delaware 19805-1266.



     3. Effective Date. This certificate of trust shall be effective on September 18, 2007.



          IN WITNESS WHEREOF, the undersigned has executed this certificate of trust in accordance with
Section 3811(a)(1) of the Act.




	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY
 DELAWARE, not in its
individual capacity
but solely as Owner Trustee

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



B-1









 






	 	 	 	 	 



EXHIBIT C




UNDERTAKING LETTER




Capital Auto Receivables LLC

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801




Deutsche Bank Trust Company Delaware,

as Owner Trustee of Capital Auto Receivables Asset Trust 2007-3

E.A. Delle Donne Corporate Center

Montgomery Building

1011 Centre Road, Suite 200

Wilmington, DE 19805




Ladies and Gentlemen:




          In connection with our purchase of record or beneficial ownership of the ___ Asset Backed
Certificate (the “Certificate”) of Capital Auto Receivables Asset Trust 2007-3, the
undersigned purchaser, record owner or beneficial owner hereby acknowledges, represents and
warrants that such purchaser, record owner or beneficial owner:




          (1) is not, and has not acquired the Certificate by or for the benefit of, (a) (i) an
“employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), that is subject to the provisions of Title I of ERISA, (ii)
a “plan,” as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (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 other than an “insurance company
general account,” as defined in Prohibited Transaction Class Exemption 95-60, whose underlying
assets include less than 25% plan assets and for which the purchase and holding of Certificates is
eligible and satisfies all conditions for relief under Prohibited Transaction Class Exemption
95-60, or (b) an employee benefit plan or plan that is not subject to the provisions of Title I of
ERISA or Section 4975 of the Code (including, without limitation, foreign or governmental plans) if
such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any
applicable law that is substantially similar to ERISA or Section 4975 of the Code; and




          (2) acknowledges that you and others will rely on our acknowledgments, representations and
warranties made in connection with our purchase of record or beneficial ownership of the
Certificate and agrees to notify you promptly in writing if any of our representations or
warranties herein cease to be accurate and complete.




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	Name of Certificate Owner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 	 	 
	 	 	 	 	 	 	 






C-1