CAPITAL AUTO RECEIVABLES INC
S-3/A, 1994-03-10
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                          A series may include two or more classes
                          of Certificates which differ as to timing
                          of distributions, sequential order,
                          priority of payment, seniority, allocation
                          of loss, Pass Through Rate or amount of
                          distributions in respect of Certificate
                          Balance or interest, or as to which
                          distributions in respect of Certificate
                          Balance or interest on any class may or
                          may not be made upon the occurrence of
                          specified events or on the basis of
                          collections from designated portions of
                          the Receivables Pool.  In addition, a
                          series may include one or more classes of
                          Certificates ("Strip Certificates")
                          entitled to (i) distributions in respect
                          of Certificate Balance with
                          disproportionate, nominal or no interest
                          distributions, or (ii) interest
                          distributions, with disproportionate,
                          nominal or no distributions in respect of
                          Certificate Balance.  

                          To the extent specified in the related
                          Prospectus Supplement, distributions in
                          respect of the Certificates will be
                          subordinated in priority of payment to
                          payments on the Notes.  

                          If the Servicer exercises its option to
                          purchase the Receivables of a Trust on the
                          terms and conditions described below under
                          "The Transfer and Servicing Agreement-
                          Termination," Certificateholders will
                          receive an amount in respect of the
                          Certificates as specified in the related
                          Prospectus Supplement.  

The Trust Property . .    The property of each Trust will include a
                          pool of retail instalment sale contracts
                          for automobiles and light trucks, certain
                          monies due or received thereunder on and
                          after the Cutoff Date specified in the
                          related Prospectus Supplement (a "Cutoff
                          Date"), security interests in the vehicles
                          financed thereby, certain accounts and the
                          proceeds thereof, any proceeds from claims
                          on certain insurance policies and certain
                          rights of the Seller under the related
                          Pooling and Servicing Agreement.  The
                          aggregate Amount Financed under the
                          Receivables held by a Trust (the
                          "Aggregate Amount Financed") will be
                          specified in the related Prospectus
                          Supplement.  

Credit Enhancement . .    If and to the extent specified in the
                          related Prospectus Supplement, credit
                          enhancement with respect to a Trust or any
                          class of Securities may include any one or
                          more of the following: subordination of
                          one or more other classes of Securities,
                          a Reserve Account, overcollateralization, 
                           






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