TRUST SALE AND SERVICING AGREEMENT AMONG GMAC LLC SERVICER, CUSTODIAN AND SELLER CAPITAL AUTO RECEIVABLES LLC DEPOSITOR AND CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-1 ISSUING ENTITY DATED AS OF FEBRUARY 1, 2008Trust Sale and Servicing Agreement • February 7th, 2008 • Capital Auto Receivables Asset Trust 2008-1 • Asset-backed securities • New York
THIS TRUST SALE AND SERVICING AGREEMENT is made as of February 1, 2008 by and among GMAC LLC, a Delaware limited liability company (generally, “GMAC”, and in its capacity as seller of the Receivables specified in the Pooling and Servicing Agreement described below, the “Seller”, in its capacity as Custodian under the Custodian Agreement, the “Custodian” and in its capacity as Servicer under the Pooling and Servicing Agreement described below, the “Servicer”), CAPITAL AUTO RECEIVABLES LLC, a Delaware limited liability company (the “Depositor”), and CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-1, a Delaware statutory trust (the “Issuing Entity”).
CUSTODIAN AGREEMENT BETWEEN GMAC LLC, CUSTODIAN AND CAPITAL AUTO RECEIVABLES LLC, DEPOSITOR DATED AS OF FEBRUARY 1, 2008Custodian Agreement • February 7th, 2008 • Capital Auto Receivables Asset Trust 2008-1 • Asset-backed securities • New York
This CUSTODIAN AGREEMENT, dated as of February 1, 2008, is made between GMAC LLC, a Delaware limited liability company, as custodian (the “Custodian”), and CAPITAL AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”).
POOLING AND SERVICING AGREEMENT BETWEEN CAPITAL AUTO RECEIVABLES LLC AND GMAC LLC DATED AS OF FEBRUARY 1, 2008Pooling and Servicing Agreement • February 7th, 2008 • Capital Auto Receivables Asset Trust 2008-1 • Asset-backed securities • New York
THIS POOLING AND SERVICING AGREEMENT, dated as of February 1, 2008, between CAPITAL AUTO RECEIVABLES LLC, a Delaware limited liability company (“CARI”), and GMAC LLC, a Delaware limited liability company (herein referred to as the “Seller” in its capacity as seller of the Receivables and as the “Servicer” in its capacity as servicer of the Receivables).
TRUST AGREEMENT BETWEEN CAPITAL AUTO RECEIVABLES LLC, DEPOSITOR AND DEUTSCHE BANK TRUST COMPANY DELAWARE, OWNER TRUSTEE DATED AS OF FEBRUARY 1, 2008Trust Agreement • February 7th, 2008 • Capital Auto Receivables Asset Trust 2008-1 • Asset-backed securities • Delaware
TRUST AGREEMENT, dated as of February 1, 2008, 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”).
ADMINISTRATION AGREEMENT AMONG CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-1, ISSUING ENTITY, GMAC LLC, ADMINISTRATOR AND THE BANK OF NEW YORK TRUST COMPANY, N.A., INDENTURE TRUSTEE DATED AS OF FEBRUARY 1, 2008Administration Agreement • February 7th, 2008 • Capital Auto Receivables Asset Trust 2008-1 • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of February 1, 2008, among CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-1, a Delaware statutory trust, as issuer (the “Issuing Entity”), GMAC LLC, a Delaware limited liability company, as administrator (the “Administrator”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized under the laws of the United States of America, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).
February 1, 2008Swap Transaction Confirmation • February 7th, 2008 • Capital Auto Receivables Asset Trust 2008-1 • Asset-backed securities
The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction (the “Primary Swap”) entered into between Goldman Sachs Mitsui Marine Derivative Products, L.P. (the “Counterparty”) and Capital Auto Receivables Asset Trust 2008-1 (the “Trust”) as of the Trade Date listed below (the “Transaction”). This letter constitutes a “Confirmation” as referred to in the Primary ISDA Agreement specified below.
February 1, 2008Swap Transaction Confirmation • February 7th, 2008 • Capital Auto Receivables Asset Trust 2008-1 • Asset-backed securities
The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction (the “Primary Swap”) entered into between Goldman Sachs Mitsui Marine Derivative Products, L.P. (the “Counterparty”) and Capital Auto Receivables Asset Trust 2008-1 (the “Trust”) as of the Trade Date listed below (the “Transaction”). This letter constitutes a “Confirmation” as referred to in the Primary ISDA Agreement specified below.
SWAP COUNTERPARTY RIGHTS AGREEMENT AMONG GOLDMAN SACHS MITSUI MARINE DERIVATIVE PRODUCTS, L.P., AS PRIMARY SWAP COUNTERPARTY CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-1, AS ISSUING ENTITY GMAC LLC, AS SERVICER, CUSTODIAN, AND ADMINISTRATOR CAPITAL...Swap Counterparty Rights Agreement • February 7th, 2008 • Capital Auto Receivables Asset Trust 2008-1 • Asset-backed securities • New York
THIS SWAP COUNTERPARTY RIGHTS AGREEMENT, dated as of February 1, 2008 (this “Agreement”), is among GOLDMAN SACHS MITSUI MARINE DERIVATIVE PRODUCTS, L.P. as Swap Counterparty (the “Primary Swap Counterparty”), CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-1, a Delaware statutory trust (the “Trust” or the “Issuing Entity”), GMAC LLC, a Delaware limited liability company, as Seller, Servicer, Custodian, and Administrator (“GMAC”), CAPITAL AUTO RECEIVABLES LLC, a Delaware limited liability company, as Depositor (the “CARI”), THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”).
February 1, 2008Confirmation of Back-to-Back Swap • February 7th, 2008 • Capital Auto Receivables Asset Trust 2008-1 • Asset-backed securities
The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction (the “Back-to-Back Swap”) entered into between Goldman Sachs Capital Markets, L.P. (the “Counterparty”) and GMAC LLC (“GMAC”) on the Trade Date listed below (the “Transaction”). This letter constitutes a “Confirmation” as referred to in the Back-to-Back ISDA Agreement specified below.
