Class A-2a 3.52% Asset Backed Notes
Class A-2b Floating Rate Asset Backed Notes
Class A-3a 3.86% Asset Backed Notes
Class A-3b Floating Rate Asset Backed Notes
Class A-4a 4.46% Asset Backed Notes
Class A-4b Floating Rate Asset Backed Notes
Class B 6.71% Asset Backed Notes
Class C 7.50% Asset Backed Notes
Class D 7.50% Asset Backed Notes
Page | ||||||
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE | 2 | |||||
SECTION 1.1 | Definitions | 2 | ||||
SECTION 1.2 | Incorporation by Reference of Trust Indenture Act | 3 | ||||
ARTICLE II THE NOTES | 3 | |||||
SECTION 2.1 | Form | 3 | ||||
SECTION 2.2 | Execution, Authentication and Delivery | 4 | ||||
SECTION 2.3 | Temporary Notes | 5 | ||||
SECTION 2.4 | Registration of Notes; Registration of Transfer and Exchange of Notes | 5 | ||||
SECTION 2.5 | Mutilated, Destroyed, Lost or Stolen Notes | 6 | ||||
SECTION 2.6 | Persons Deemed Noteholders | 7 | ||||
SECTION 2.7 | Payment of Principal and Interest | 8 | ||||
SECTION 2.8 | Cancellation of Notes | 10 | ||||
SECTION 2.9 | Release of Collateral | 10 | ||||
SECTION 2.10 | Book-Entry Notes | 10 | ||||
SECTION 2.11 | Notices to Clearing Agency | 11 | ||||
SECTION 2.12 | Definitive Notes | 11 | ||||
SECTION 2.13 | Depositor as Noteholder | 11 | ||||
SECTION 2.14 | Tax Treatment | 11 | ||||
SECTION 2.15 | Special Terms Applicable to the Private Notes | 12 | ||||
ARTICLE III COVENANTS | 13 | |||||
SECTION 3.1 | Payment of Principal and Interest | 13 | ||||
SECTION 3.2 | Maintenance of Agency Office | 13 | ||||
SECTION 3.3 | Money for Payments To Be Held in Trust | 13 | ||||
SECTION 3.4 | Existence | 15 | ||||
SECTION 3.5 | Protection of Trust Estate; Acknowledgment of Pledge | 15 | ||||
SECTION 3.6 | Opinions as to Trust Estate | 16 | ||||
SECTION 3.7 | Performance of Obligations; Servicing of Receivables | 16 | ||||
SECTION 3.8 | Negative Covenants | 17 | ||||
SECTION 3.9 | Annual Statement as to Compliance | 18 | ||||
SECTION 3.10 | Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust Assets | 18 | ||||
SECTION 3.11 | Successor or Transferee | 20 | ||||
SECTION 3.12 | No Other Business | 20 | ||||
SECTION 3.13 | No Borrowing | 21 | ||||
SECTION 3.14 | Guarantees, Loans, Advances and Other Liabilities | 21 | ||||
SECTION 3.15 | Servicer’s Obligations | 21 | ||||
SECTION 3.16 | Capital Expenditures | 21 | ||||
SECTION 3.17 | Removal of Administrator | 21 | ||||
SECTION 3.18 | Restricted Payments | 21 | ||||
SECTION 3.19 | Notice of Events of Default | 22 | ||||
SECTION 3.20 | Further Instruments and Acts | 22 | ||||
SECTION 3.21 | Indenture Trustee’s Assignment of Administrative Receivables and Warranty Receivables | 22 | ||||
SECTION 3.22 | Representations and Warranties by the Issuing Entity to the Indenture Trustee | 22 | ||||
ARTICLE IV SATISFACTION AND DISCHARGE | 23 | |||||
SECTION 4.1 | Satisfaction and Discharge of Indenture | 23 | ||||
SECTION 4.2 | Application of Trust Money | 24 |
i
Page | ||||||
SECTION 4.3 | Repayment of Monies Held by Paying Agent | 24 | ||||
SECTION 4.4 | Duration of Position of Indenture Trustee | 24 | ||||
ARTICLE V DEFAULT AND REMEDIES | 25 | |||||
SECTION 5.1 | Events of Default | 25 | ||||
SECTION 5.2 | Acceleration of Maturity; Rescission and Annulment | 26 | ||||
SECTION 5.3 | Collection of Indebtedness and Suits for Enforcement by Indenture Trustee | 26 | ||||
SECTION 5.4 | Remedies; Priorities | 28 | ||||
SECTION 5.5 | Optional Preservation of the Receivables | 30 | ||||
SECTION 5.6 | Limitation of Suits | 30 | ||||
SECTION 5.7 | Unconditional Rights of Noteholders To Receive Principal and Interest | 31 | ||||
SECTION 5.8 | Restoration of Rights and Remedies | 31 | ||||
SECTION 5.9 | Rights and Remedies Cumulative | 31 | ||||
SECTION 5.10 | Delay or Omission Not a Waiver | 31 | ||||
SECTION 5.11 | Control by Noteholders | 31 | ||||
SECTION 5.12 | Waiver of Past Defaults | 32 | ||||
SECTION 5.13 | Undertaking for Costs | 32 | ||||
SECTION 5.14 | Waiver of Stay or Extension Laws | 33 | ||||
SECTION 5.15 | Action on Notes | 33 | ||||
SECTION 5.16 | Performance and Enforcement of Certain Obligations | 33 | ||||
ARTICLE VI THE INDENTURE TRUSTEE | 34 | |||||
SECTION 6.1 | Duties of Indenture Trustee | 34 | ||||
SECTION 6.2 | Rights of Indenture Trustee | 35 | ||||
SECTION 6.3 | Indenture Trustee May Own Notes | 37 | ||||
SECTION 6.4 | Indenture Trustee’s Disclaimer | 37 | ||||
SECTION 6.5 | Notice of Defaults | 37 | ||||
SECTION 6.6 | Reports by Indenture Trustee | 37 | ||||
SECTION 6.7 | Compensation; Indemnity | 38 | ||||
SECTION 6.8 | Replacement of Indenture Trustee | 38 | ||||
SECTION 6.9 | Merger or Consolidation of Indenture Trustee | 39 | ||||
SECTION 6.10 | Appointment of Co-Indenture Trustee or Separate Indenture Trustee | 40 | ||||
SECTION 6.11 | Eligibility; Disqualification | 41 | ||||
SECTION 6.12 | Preferential Collection of Claims Against Issuing Entity | 41 | ||||
SECTION 6.13 | Representations and Warranties of Indenture Trustee | 41 | ||||
SECTION 6.14 | Indenture Trustee May Enforce Claims Without Possession of Notes | 42 | ||||
SECTION 6.15 | Suit for Enforcement | 42 | ||||
SECTION 6.16 | Rights of Noteholders to Direct Indenture Trustee | 42 | ||||
ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS | 43 | |||||
SECTION 7.1 | Issuing Entity To Furnish Indenture Trustee Names and Addresses of Noteholders | 43 | ||||
SECTION 7.2 | Preservation of Information, Commumnications to Noteholders | 43 | ||||
SECTION 7.3 | Reports by Issuing Entity | 43 | ||||
SECTION 7.4 | Reports by Trustee | 44 | ||||
ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES | 44 | |||||
SECTION 8.1 | Collection of Money | 44 | ||||
SECTION 8.2 | Designated Accounts; Payments | 44 | ||||
SECTION 8.3 | General Provisions Regarding Accounts | 46 | ||||
SECTION 8.4 | Release of Trust Estate | 47 | ||||
SECTION 8.5 | Opinion of Counsel | 47 |
ii
Page | ||||
ARTICLE IX SUPPLEMENTAL INDENTURES | 48 | |||
SECTION 9.1 | Supplemental Indentures Without Consent of Noteholders | 48 | ||
SECTION 9.2 | Supplemental Indentures With Consent of Noteholders | 49 | ||
SECTION 9.3 | Execution of Supplemental Indentures | 50 | ||
SECTION 9.4 | Effect of Supplemental Indenture | 50 | ||
SECTION 9.5 | Conformity with Trust Indenture Act | 50 | ||
SECTION 9.6 | Reference in Notes to Supplemental Indentures | 51 | ||
ARTICLE X REDEMPTION OF NOTES | 51 | |||
SECTION 10.1 | Redemption | 51 | ||
SECTION 10.2 | Form of Redemption Notice | 51 | ||
SECTION 10.3 | Notes Payable on Redemption Date | 52 | ||
ARTICLE XI MISCELLANEOUS | 52 | |||
SECTION 11.1 | Compliance Certificates and Opinions, etc | 52 | ||
SECTION 11.2 | Form of Documents Delivered to Indenture Trustee | 53 | ||
SECTION 11.3 | Acts of Noteholders | 54 | ||
SECTION 11.4 | Notices, etc., to Indenture Trustee, Issuing Entity and Rating Agencies | 55 | ||
SECTION 11.5 | Notices to Noteholders; Waiver | 55 | ||
SECTION 11.6 | Alternate Payment and Notice Provisions | 56 | ||
SECTION 11.7 | Conflict with Trust Indenture Act | 56 | ||
SECTION 11.8 | Effect of Headings and Table of Contents | 56 | ||
SECTION 11.9 | Successors and Assigns | 56 | ||
SECTION 11.10 | Severability | 56 | ||
SECTION 11.11 | Benefits of Indenture | 57 | ||
SECTION 11.12 | Legal Holidays | 57 | ||
SECTION 11.13 | Governing Law | 57 | ||
SECTION 11.14 | Counterparts | 57 | ||
SECTION 11.15 | Recording of Indenture | 57 | ||
SECTION 11.16 | No Recourse | 57 | ||
SECTION 11.17 | No Petition | 58 | ||
SECTION 11.18 | Inspection | 58 | ||
SECTION 11.19 | Indemnification by and Reimbursement of Servicer | 58 | ||
EXHIBIT A LOCATIONS OF SCHEDULE OF RECEIVABLES | A-1 | |||
EXHIBIT B FORM OF NOTE DEPOSITORY AGREEMENT FOR THE NOTES | B-1 | |||
EXHIBIT C-1 FORM OF CLASS A-1 FIXED RATE ASSET BACKED NOTES, RULE 144A | C-1-1 | |||
EXHIBIT C-2 FORM OF CLASS A-1 FIXED RATE ASSET BACKED NOTES, REGULATIONS | C-2-1 | |||
EXHIBIT C-3 FORM OF TEMPORARY CLASS A-1 FIXED RATE ASSET BACKED NOTES, REGULATIONS | C-3-1 | |||
EXHIBIT C-4 FORM OF CLASS A-2A, CLASS A-3A AND CLASS A-4A FIXED RATE ASSET BACKED NOTES | C-4-1 | |||
EXHIBIT C-5 FORM OF CLASS A-2B, CLASS A-3B AND CLASS A-4B FLOATING RATE ASSET BACKED NOTES | C-5-1 | |||
EXHIBIT C-6 FORM OF CLASS B AND CLASS C FIXED RATE ASSET BACKED NOTES, RULE 144A | C-6-1 | |||
EXHIBIT C-7 FORM OF CLASS B AND CLASS C FIXED RATE ASSET BACKED NOTES, REGULATION S | C-7-1 | |||
EXHIBIT C-8 FORM OF TEMPORARY CLASS B AND CLASS C FIXED RATE ASSET BACKED NOTES, REGULATIONS | C-8-1 | |||
EXHIBIT C-9 FORM OF CLASS D FIXED RATE ASSET BACKED NOTES | C-9-1 | |||
EXHIBIT D FORM OF CLEARING SYSTEM CERTIFICATE | D-1 | |||
EXHIBIT E FORM OF CERTIFICATION | E-1 |
iii
1
DEFINITIONS AND INCORPORATION BY REFERENCE
2
THE NOTES
3
4
5
6
7
8
9
10
11
12
COVENANTS
13
14
15
16
17
18
19
20
21
22
SATISFACTION AND DISCHARGE
23
24
DEFAULT AND REMEDIES
25
26
27
28
29
30
31
32
33
THE INDENTURE TRUSTEE
34
35
36
37
38
39
40
41
42
NOTEHOLDERS’ LISTS AND REPORTS
43
ACCOUNTS, DISBURSEMENTS AND RELEASES
44
45
46
47
SUPPLEMENTAL INDENTURES
48
49
50
REDEMPTION OF NOTES
51
MISCELLANEOUS
52
53
54
55
56
57
58
CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-1 | ||||||
By: | DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee | |||||
By: Name: | /s/ Aranka R. Paul | |||||
Title: | Attorney-In-Fact | |||||
By: Name: | /s/ Louis Bodi | |||||
Title: | Attorney-in-fact | |||||
THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee | ||||||
By: Name: | /s/ Keith R. Richardson | |||||
Title: | Vice President |
STATE OF NEW YORK | ) | |||||
) | ss | |||||
COUNTY OF BRONX | ) |
/s/ Winsome Ferguson | ||||
Notary Public in and for the State of New York | ||||
My commission expires: | ||
March 3, 2011 | ||
STATE OF ILLINOIS | ) | |||||
) | ss | |||||
COUNTY OF COOK | ) |
/s/ Danita George | ||||
Notary Public in and for the State of Illinois | ||||
My commission expires: | ||
May 12, 2009 | ||
1. | The Indenture Trustee | ||
2. | The Owner Trustee | ||
3. | GMAC | ||
4. | The Depositor |
Ex. A-1
Ex. B-1
REGISTERED | $ |
Ex. C-1-1
Ex. C-1-2
Ex. C-1-3
Ex. C-1-4
By: | DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee | |||
By: | ||||
Name: | ||||
Title: |
THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee | ||||
By: | ||||
Name: | ||||
Title: | ||||
Ex. C-1-5
Ex. C-1-6
Ex. C-1-7
Ex. C-1-8
Dated: | 1 | |||||||
Signature Guaranteed: | ||||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
C-1-9
REGISTERED | $ |
Ex. C-2-1
Ex. C-2-2
Ex. C-2-3
Ex. C-2-4
By: | DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee | |||
By: | ||||
Name: | ||||
Title: |
THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee | ||||
By: | ||||
Name: | ||||
Title: | ||||
Ex. C-2-5
Ex. C-2-6
Ex. C-2-7
Ex. C-2-8
Dated: | 1 | |||||||||
Signature Guaranteed: | ||||||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
Ex. C-2-9
REGULATION S
REGISTERED | $ |
Ex. C-3-1
Ex. C-3-2
Ex. C-3-3
Ex. C-3-4
Ex. C-3-5
CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-1 | ||||
By: | DEUTSCHE BANK TRUST COMPANY | |||
DELAWARE, not in its individual capacity | ||||
but solely as Owner Trustee | ||||
By: | ||||
Name: | ||||
Title: |
THE BANK OF NEW YORK TRUST COMPANY, N.A., | ||||||
not in its individual capacity but solely as Indenture Trustee | ||||||
By: | ||||||
Name: | ||||||
Title: |
Ex. C-3-6
Ex. C-3-7
Ex. C-3-8
Ex. C-3-9
Social Security or taxpayer I.D. or other identifying number of assignee | |||||||
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers | |||||||
unto | |||||||
(name and address of assignee) |
Dated: | 1 | |||||||
Signature Guaranteed: | ||||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
Ex. C-3-10
BACKED NOTES
REGISTERED | $ | |
NO. R- |
Ex. C-4-1
Ex. C-4-2
CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-1 | ||||
By: | DEUTSCHE BANK TRUST COMPANY | |||
DELAWARE, not in its individual capacity | ||||
but solely as Owner Trustee | ||||
By: | ||||
Name: | ||||
Title: |
THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee | ||||||
By: | ||||||
Name: | ||||||
Title: |
Ex. C-4-3
Ex. C-4-4
Ex. C-4-5
Ex. C-4-6
Social Security or taxpayer I.D. or other identifying number of assignee | |||||||
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto | |||||||
(name and address of assignee) |
Dated: | 1 | |||||||
Signature Guaranteed: | ||||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
Ex. C-4-7
BACKED NOTES
REGISTERED | $ | |
NO. R- |
Ex. C-5-1
Ex. C-5-2
CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-1 | ||||
By: | DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee | |||
By: | ||||
Name: | ||||
Title: |
THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee | ||||||
By: | ||||||
Name: | ||||||
Title: |
Ex. C-5-3
Ex. C-5-4
Ex. C-5-5
Ex. C-5-6
Dated: | 1 | |||||
Signature Guaranteed: | ||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
Ex. C-5-7
RULE 144A
REGISTERED | $ | |
NO. R- |
Ex. C-6-1
Ex. C-6-2
Ex. C-6-3
Ex. C-6-4
CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-1 | ||||
By: | DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee | |||
By: | ||||
Name: | ||||
Title: |
THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee | |||||
By: | |||||
Name: | |||||
Title: |
Ex. C-6-5
Ex. C-6-6
Ex. C-6-7
Ex. C-6-8
Dated: | 1 | |||||
Signature Guaranteed: | ||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
Ex. C-6-9
REGISTERED | $ | |
NO. R- |
Ex. C-7-1
Ex. C-7-2
Ex. C-7-3
Ex. C-7-4
CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-1 | ||||
By: | DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee | |||
By: | ||||
Name: | ||||
Title: |
THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee | |||||
By: | |||||
Name: | |||||
Title: |
Ex. C-7-5
Ex. C-7-6
Ex. C-7-7
Ex. C-7-8
Dated: | 1 | |||||||||
Signature Guaranteed: | ||||||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
Ex. C-7-9
NOTES, REGULATION S
REGISTERED | $ |
Ex. C-8-1
Ex. C-8-2
Ex. C-8-3
Ex. C-8-4
Ex. C-8-5
By: | DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee | |||
By: | ||||
Name: | ||||
Title: |
THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee | ||||
By: | ||||
Name: | ||||
Title: | ||||
Ex. C-8-6
Ex. C-8-7
Ex. C-8-8
Ex. C-8-9
Social Security or taxpayer I.D. or other identifying number of assignee | ||
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto | ||||
(name and address of assignee) |
Dated: | 1 | |||||
Signature Guaranteed: | ||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
Ex. C-8-10
REGISTERED | $ | |||||
Ex. C-9-1
Ex. C-9-2
Ex. C-9-3
Ex. C-9-4
CAPITAL AUTO RECEIVABLES ASSET TRUST | ||||
2008-1 | ||||
By: | DEUTSCHE BANK TRUST COMPANY | |||
DELAWARE, not in its individual capacity | ||||
but solely as Owner Trustee | ||||
By: | ||||
Name: | ||||
Title: |
THE BANK OF NEW YORK TRUST COMPANY, N.A., | |||||
not in its individual capacity but solely as Indenture Trustee | |||||
By: | |||||
Name: | |||||
Title: |
Ex. C-9-5
Ex. C-9-6
Ex. C-9-7
Ex. C-9-8
Social Security or taxpayer I.D. or other identifying number of assignee | ||
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto | ||||
(name and address of assignee) |
Dated: | 1 | |||||
Signature Guaranteed: | ||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
Ex. C-9-9
700 South Flower Street, Suite 200
Los Angeles, California 90017
Brussels office, as operator of the
Euroclear System]
By: | ||||
Ex. D-1
EXHIBIT D
Yours faithfully, | ||||
[Name of Person giving the certificate] | ||||
(1) | To be dated no earlier than 15 days prior to the event to which the certification relates. |
Ex. D-2
Re: the dated as of February 1, 2008 (the “Agreement”), among | . |
Dated: | ||||
By: | The Bank of New York Trust Company, N.A., not in | |||
its individual capacity but solely as Indenture Trustee | ||||
Name: | ||||
Title: | ||||
Ex. E-1