Common use of Acknowledgment and Ratification Clause in Contracts

Acknowledgment and Ratification. The Trust acknowledges and agrees that this Confirmation is the legal, valid and binding obligation of the Trust, enforceable in accordance with its terms, not withstanding that the Trade Date precedes the date upon which the Trust was formed, and the Trust hereby ratifies and confirms all actions taken on its behalf in respect of this Confirmation prior to the date hereof. * * * * Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-2 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee By: _________________________________________ Name: _________________________________________ Title: _________________________________________ Accepted and confirmed as of the date first written above MERRILL LYNCH CAPITAL SERVICES, INC. By: ________________________________________ Name: ________________________________________ Its: ________________________________________ Accepted and confirmed as of the date first written above GENERAL MOTORS ACCEPTANCE CORPORATION, solely as Calculation Agent By: ________________________________________ Name: ________________________________________ Its: ________________________________________ EXHIBIT A The following terms shall have the following meanings in this Confirmation:

Acknowledgment and Ratification. The Trust acknowledges and agrees that this Confirmation is the legal, valid and binding obligation of the Trust, enforceable in accordance with its terms, not withstanding that the Trade Date precedes the date upon which the Trust was formed, and the Trust hereby ratifies and confirms all actions taken on its behalf in respect of this Confirmation prior to the date hereof. * * * * Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-2 3 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee By: ______/s/ Xxx Xxxx Xx --------------------------------------------- Name: Man Wing Li Title: Attorney-In-Fact Accepted and confirmed as of the date first written above DEUTSCHE BANK AG NEW YORK BRANCH By: ___________________________________ Name: _________________________________________ TitleIts: _________________________________________ Accepted and confirmed as of the date first written above MERRILL LYNCH CAPITAL SERVICES, INC. By: ________________________________________ Name: ________________________________________ Its: ________________________________________ Accepted and confirmed as of the date first written above GENERAL MOTORS ACCEPTANCE CORPORATION, solely as Calculation Agent By: ________________________________________ Name: ________________________________________ Its: ________________________________________ EXHIBIT A The following terms shall have the following meanings in this Confirmation:Agent

Acknowledgment and Ratification. The Trust acknowledges and agrees that this Confirmation is the legal, valid and binding obligation of the Trust, enforceable in accordance with its terms, not withstanding that the Trade Date precedes the date upon which the Trust was formed, and the Trust hereby ratifies and confirms all actions taken on its behalf in respect of this Confirmation prior to the date hereof. * * * * Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-2 3 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee By: /s/ Xxx Xxxx Xx ------------------------------------ Name: Man Wing Li Title: Attorney-In-Fact Accepted and confirmed as of the date first written above DEUTSCHE BANK AG NEW YORK BRANCH By: _________________________________________ Name: _________________________________________ Title: _________________________________________ Accepted and confirmed as of the date first written above MERRILL LYNCH CAPITAL SERVICES, INC. By: ________________________________________ Name: _____________:___________________________ Its: ________________________________________ Accepted and confirmed as of the date first written above GENERAL MOTORS ACCEPTANCE CORPORATION, solely as Calculation Agent By: ________________________________________ Name: _____________:___________________________ Its: ________________________________________ EXHIBIT A The following terms shall have Accepted and confirmed as of the following meanings in this Confirmation:date first written above GENERAL MOTORS ACCEPTANCE CORPORATION, solely as Calculation Agent

Acknowledgment and Ratification. The Trust acknowledges and agrees that this Confirmation is the legal, valid and binding obligation of the Trust, enforceable in accordance with its terms, not withstanding that the Trade Date precedes the date upon which the Trust was formed, and the Trust hereby ratifies and confirms all actions taken on its behalf in respect of this Confirmation prior to the date hereof. * * * * Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-2 4 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee By: _________________________________ Name: Man Wing Li Title: Attorney-In-Fact Accepted and confirmed as of the date first written above LEHMAN BROTHERS DERIVATIVE PRODUCTS INC. By: ___________________________________________ Name: _________________________________________ Title: _________________________________________ Accepted and confirmed as of the date first written above MERRILL LYNCH CAPITAL SERVICES, INC. By: ________________________________________ Name: ________________________________________ Its: ___________________________________________ Accepted and confirmed as of the date first written above GENERAL MOTORS ACCEPTANCE CORPORATION, solely as Calculation Agent By: ________________________________________ Name: ________________________________________ Name: Karen A. Sabatowski Its: ________________________________________ Director - Securitization and Cash Xxxxxxxxxx EXHIBIT A The following terms shall have the following meanings in this Confirmation:

Acknowledgment and Ratification. The Trust acknowledges and agrees that this Confirmation is the legal, valid and binding obligation of the Trust, enforceable in accordance with its terms, not withstanding that the Trade Date precedes the date upon which the Trust was formed, and the Trust hereby ratifies and confirms all actions taken on its behalf in respect of this Confirmation prior to the date hereof. * * * * Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-2 3 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee By: _______________/s/ Xxx Xxxx Xx ------------------------------------ Name: Man Wing Li Title: Attorney-In-Fact Accepted and confirmed as of the date first written above DEUTSCHE BANK AG NEW YORK BRANCH By: __________________________ Name: _________________________________________ TitleIts: _________________________________________ Accepted and confirmed as of the date first written above MERRILL LYNCH CAPITAL SERVICES, INC. By: ________________________________________ Name: ________________________________________ Its: ________________________________________ Accepted and confirmed as of the date first written above GENERAL MOTORS ACCEPTANCE CORPORATION, solely as Calculation Agent By: ________________________________________ Name: ________________________________________ Its: ________________________________________ EXHIBIT A The following terms shall have the following meanings in this Confirmation:Agent

Acknowledgment and Ratification. The Trust acknowledges and agrees that this Confirmation is the legal, valid and binding obligation of the Trust, enforceable in accordance with its terms, not withstanding that the Trade Date precedes the date upon which the Trust was formed, and the Trust hereby ratifies and confirms all actions taken on its behalf in respect of this Confirmation prior to the date hereof. * * * * Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-2 4 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee By: _____________________________________ Name: Man Wing Li Title: Attorney-In-Fact Accepted and confirmed as of the date first written above LEHMAN BROTHERS DERIVATIVE PRODUCTS INC. By: ___________________________________________ Name: _________________________________________ Title: _________________________________________ Accepted and confirmed as of the date first written above MERRILL LYNCH CAPITAL SERVICES, INC. By: ________________________________________ Name: ________________________________________ Its: ___________________________________________ Accepted and confirmed as of the date first written above GENERAL MOTORS ACCEPTANCE CORPORATION, solely as Calculation Agent By: ________________________________________ Name: ________________________________________ Name: Karen A. Sabatowski Its: ________________________________________ Director - Securitization and Cash Xxxxxxxxxx EXHIBIT A The following terms shall have the following meanings in this Confirmation: