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EXHIBIT 99.8
CONSENT AND ACKNOWLEDGMENT
CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory business trust
("COLT"), pursuant to the Secured Note Trust Sale and Servicing Agreement, dated
as of the date hereof (the "Trust Sale and Servicing Agreement"), between
General Motors Acceptance Corporation ("GMAC"), as Servicer (the "Servicer"),
Capital Auto Receivables, Inc., as Seller (the "Seller") and Capital Auto
Receivables Asset Trust 20 -SN[1] (the "Trust") and the other Basic Documents,
hereby consents and acknowledges to each of the Servicer, the Seller, the Trust
and , as the Indenture Trustee (the "Indenture Trustee")
under the Indenture as set forth below. Capitalized terms not defined herein
shall have the meanings set forth in the Trust Sale and Servicing Agreement.
1. COLT acknowledges and agrees that, as of the date hereof, GMAC is
selling, transferring and assigning to the Seller, the Seller is selling,
transferring and assigning to the Trust and the Trust is pledging to the
Indenture Trustee and granting a security interest in, all right, title and
interest into and under the secured notes listed on the Schedule of Secured
Notes and the other Collateral set forth in the Indenture. COLT acknowledges and
agrees that the Indenture Trustee, on behalf of the Noteholders of the Trust,
shall have a first priority security interest in the Secured Notes and the other
Collateral and that COLT shall take any and all actions, and shall execute such
documents and make such filings, as shall be deemed necessary or appropriate by
the Indenture Trustee to perfect, and maintain perfection of, such first
priority security interest.
2. Until the Secured Notes and other Collateral are released from the
lien of the Indenture, COLT shall maintain the Secured Notes in electronic form
only and shall only deliver possession and control of the Secured Notes in
definitive form to and upon the direction of the Indenture Trustee, or to a
custodian as the Indenture Trustee shall direct. If for any reason GMAC, the
Servicer or any other Person obtains possession of the Secured Notes in
definitive form, COLT acknowledges and agrees that such Person shall hold the
Secured Notes solely as custodian for, and under the control of, the Indenture
Trustee, on behalf of the Noteholders of the Trust.
3. COLT hereby instructs GMAC, as Servicer under the Trust Sale and
Servicing Agreement, to reflect the sale and assignment of the Secured Notes to
the Trust and the security interest granted therein by the Trust to the
Indenture Trustee on the books and records of COLT.
DATED: , 20 CENTRAL ORIGINATING LEASE TRUST
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By: BANKERS TRUST (DELAWARE), not in its
individual capacity but solely as owner trustee
By:
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Name:
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Title:
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ACKNOWLEDGED CAPITAL AUTO RECEIVABLES ASSET
AND AGREED TO: TRUST 20 -SN[1]
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By: ,
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not in its individual capacity but solely as Owner
Trustee on behalf of the Trust
By:
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Name:
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Title:
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GENERAL MOTORS ACCEPTANCE
CORPORATION, AS THE SERVICER
By:
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Name:
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Title:
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CAPITAL AUTO RECEIVABLES, INC., AS THE
SELLER
By:
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Name:
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Title:
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[NAME OF BANK],
not in its individual capacity but solely as Indenture
Trustee
By:
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Name:
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Title:
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