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Delaware | Capital Auto Receivables LLC 38- 3082892 Central Originating Lease Trust 26- 0150886 | |||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
Capital Auto Receivables LLC Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 (302-658-7851) (Address, including zip code, and telephone number, including area code, of principal executive offices of Registrant) | Central Originating Lease Trust c/o Central Originating Lease, LLC 200 Renaissance Center Detroit, Michigan 48265 (313-665-6266) (Address, including zip code, and telephone number, including area code, of principal executive offices of Registrant) | Mark E. Newman Capital Auto Receivables LLC 200 Renaissance Center Detroit, Michigan 48265 (313-665-6266) (Name, address, including zip code, and telephone number, including area code, of agent for service with respect to the Registrants) |
Elizabeth A. Raymond, Esq. Mayer, Brown, Rowe & Maw LLP 71 South Wacker Drive Chicago, Illinois 60606 | Richard V. Kent, Esq. General Counsel Capital Auto Receivables LLC 200 Renaissance Center Detroit, Michigan 48265 | Kenneth P. Morrison, Esq. Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 |
Amount | Proposed Maximum | Proposed Maximum | Amount of | |||||||||
Title of Each Class of | to be | Offering Price | Aggregate | Registration | ||||||||
Securities to be Registered | Registered | Per Unit(1) | Offering Price(1) | Fee(2) | ||||||||
Asset Backed Securities | $25,000,000,000 | 100% | $25,000,000,000 | $767,500.00 | ||||||||
Secured Notes(3) | (4) | (4) | (4) | (4) | ||||||||
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | In accordance with Rule 457(p), the Registrant is offsetting the total registration fee with $771,800.56 that has already been paid with respect to $7,213,089,378.42 aggregate initial offering price of securities that were previously registered pursuant to Registration Statement 333-131476 filed on April 6, 2006, and were not sold thereunder. |
(3) | Each series of secured notes issued by Central Originating Lease Trust to GMAC LLC will be secured by lease assets of Central Originating Lease Trust purchased from GMAC LLC. The secured notes are not being offered to investors hereunder. GMAC LLC will transfer the secured notes to Capital Auto Receivables LLC, which in turn will deposit them into one of the Capital Auto Receivables Asset Trusts, the issuer of the Asset Backed Notes. |
(4) | Not applicable. |
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The information in this prospectus supplement is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
You should consider carefully the risk factors beginning on page S-12 in this prospectus supplement and on page 1 in the prospectus.
The notes represent obligations of the issuing entity only. The notes do not represent obligations of or interests in, and are not guaranteed by, Capital Auto Receivables, Inc., General Motors Acceptance Corporation, Central Originating Lease Trust, Central Originating Lease, LLC or any of their affiliates.
This prospectus supplement may be used to offer and sell the offered notes only if accompanied by the prospectus.
The issuing entity is offering the following classes of notes by this prospectus supplement and the accompanying prospectus: |
Class A Notes | Class B Notes | |||||||||||||||||
A-2a Notes | A-2b Notes | A-3a Notes | A-3b Notes | A-4 Notes | B-1 Notes | B-2 Notes | Class C Notes | |||||||||||
Principal Amount | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||
Interest Rate | % | One-Month LIBOR plus [applicable spread]% | % | One-Month LIBOR plus [applicable spread]% | One-Month LIBOR plus [applicable spread]% | % | One-Month LIBOR plus [applicable spread]% | One-Month LIBOR plus [applicable spread]% | ||||||||||
Final Scheduled Distribution Date | ||||||||||||||||||
Price to Public | % | % | % | % | % | % | % | % | ||||||||||
Underwriting Discount | % | % | % | % | % | % | % | % | ||||||||||
Proceeds to Depositor | % | % | % | % | % | % | % | % | ||||||||||
The aggregate principal amount of the securities being offered under this prospectus supplement is $ .
The issuing entity will pay interest and [, during the amortization period,] principal on the notes on the 15th day of each calendar month, or if that day is not a business day, the next business day, beginning on , 20 .
The issuing entity is also issuing Class A-1 Notes, Class A-2c Notes and Class A-3c Notes in the principal amounts of $ , $ and $ , respectively, but these notes are not being offered under this prospectus supplement.
• | The Class B Notes are subordinated to the Class A Notes. |
• | The Class C Notes are subordinated to the Class A Notes and the Class B Notes. |
• | Overcollateralization in an initial amount of $ , representing the excess of the aggregate ABS Value of the lease assets over the aggregate principal amount of all notes issued by the issuing entity. |
• | A cash reserve account with an initial deposit of $ . |
The primary assets of the issuing entity will consist of a series of non-recourse secured notes. The secured notes have a security interest in a pool of new [and used] automobile and light duty truck leases and the related General Motors leased vehicles.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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(a) | the prospectus, which provides general information and terms of the notes, some of which may not apply to a particular series of notes, including your series. | |
(b) | this prospectus supplement, which provides information regarding the secured notes held by the issuing entity and the leases and leased vehicles securing the secured notes, and specifies the terms of your series of notes. |
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Opinion of Mayer, Brown, Rowe & Maw LLP | ||||||||
Opinion of Mayer, Brown, Rowe & Maw LLP | ||||||||
Powers of Attorney |
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Under this prospectus supplement and the accompanying prospectus, we are offering a series of notes that are backed by a pool of new [and used] General Motors automobiles and light duty trucks and the related leases of those vehicles. We refer to this pool as the“20 -SN pool”and to each leased vehicle and the related lease in the 20 -SN pool as a“lease asset.”
GMAC acquires each lease asset in the 20 -SN pool by purchasing the leased vehicle and the related lease from a dealer. [The leases in the 20 -SN pool generally are acquired by GMAC under special incentive financing programs.] Each leased vehicle in the 20 -SN pool is titled upon acquisition in the name of Vehicle Asset Universal Leasing Trust or V.A.U.L. Trust, which we refer to herein as“VAULT.”GMAC established VAULT for the purpose of holding and facilitating the transfer of legal title to the automobiles and light duty trucks subject to leases acquired by GMAC. GMAC will be noted as first lienholder on all of the certificates of title to the leased vehicles in the 20 - SN pool, and the CARAT indenture trustee will hold a perfected first priority security interest in the leased vehicles on behalf of the noteholders.
On or before the [initial] closing date [and on each additional closing date during the revolving period], GMAC will transfer lease assets, including the beneficial interest in the related leased vehicles, to Central Originating Lease Trust, or“COLT.”COLT is a limited purpose trust that is wholly-owned by Central Originating Lease, LLC, or“COLT, LLC,”a wholly-owned special purpose subsidiary of GMAC. COLT will finance substantially all of the purchase price of the 20 -SN pool by issuing a series of non-recourse secured notes, which we refer to herein as the“secured notes”or the“20 -SN secured notes,”back to GMAC. Each secured note will be secured by a perfected, first priority security interest in all of the lease assets in the 20 -SN pool. Two secured notes will be issued for the lease assets acquired on the“[initial] closing date.” [We refer to these lease assets as the“initial lease assets.”]Each of these “[initial secured notes]” will be in the amount of 50% of the secured note percentage of the aggregate ABS Value of the [initial] lease assets. [One secured note will be issued for the lease assets acquired on each“additional closing date.”We refer to these lease assets as the“additional lease assets.”Each of the“additional secured notes”secured by additional lease assets will be in the amount of % of the aggregate ABS Value of the additional lease assets.] All secured notes will be paid ratably from aggregate collections on the entire 20 - -SN pool.
COLT also holds lease assets that are not part of the 20 -SN pool, which lease assets COLT has financed with other non-recourse secured notes. Each pool of lease assets that secures a series of secured notes is a separate series interest under the COLT declaration of trust and is not an asset of, or allocated as security to, any other series of secured notes.
On the [initial] closing date, GMAC will transfer the 20 -SN secured notes to the depositor, which in turn will deposit them into the issuing entity. The issuing entity is issuing the offered notes described in this prospectus supplement and other securities that are not being offered under this prospectus supplement.
VAULT and COLT have been established to satisfy specific legal and operational requirements for the securitization of the lease assets. The 20 -SN secured notes serve the primary purpose of providing the issuing entity with the right to receive the cash flows generated by the 20 -SN pool of lease assets on a perfected, first priority basis. These cash flows—along with the funds in the reserve account —will provide the primary source of payment on the notes issued by the issuing entity. Accordingly, this prospectus supplement and the accompanying prospectus will principally describe the lease assets, the cash flows on the lease assets and the terms of the offered notes.
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Sponsor
General Motors Acceptance Corporation,or“GMAC,” will be the sponsor of this transaction.
Issuing Entity
Capital Auto Receivables Asset Trust 20 -SN will be the issuing entity of the notes and the certificates. The issuing entity will be established by the depositor for the purpose of issuing the notes.
Depositor
Capital Auto Receivables, Inc., or“CARI,”will be the depositor to the issuing entity.
Servicer, Trust Administrator and Titling Agent
GMAC will be the servicer of the lease assets held by COLT, the trust administrator for the secured notes owned by the issuing entity, and the titling agent for the vehicles titled in the name of VAULT. We refer to GMAC in its role as the servicer for COLT as the“Servicer,”in its role as the trust administrator for the issuing entity as the“Trust Administrator,”and in its role as the titling agent for VAULT as the“Titling Agent.”
Sub-servicer
Semperian, Inc., a wholly-owned subsidiary of GMAC, will be a sub-servicer providing collection and administrative services for GMAC as described in the accompanying prospectus.
Owner Trustee
[Deutsche Bank Trust Company Delaware] will be the owner trustee of the issuing entity and the owner trustee of COLT. We refer to [Deutsche Bank Trust Company Delaware] in its role as the owner trustee for the issuing entity as the“CARAT Owner Trustee” and in its role as the owner trustee for COLT as the“COLT Owner Trustee.”
Indenture Trustee
[Citibank, N.A.] will be the indenture trustee under the indenture pursuant to which the issuing entity will issue the notes and under the indenture pursuant to which COLT will issue the secured notes. We refer to [Citibank, N.A.] in its role as the indenture trustee under the indenture for the notes as the“CARAT indenture trustee”and in its role as the indenture trustee for the secured notes as the“COLT indenture trustee.”
VAULT
As described under“Overview,”VAULT holds legal title to automobiles and light duty trucks subject to leases acquired by GMAC.
COLT
As described under“Overview,”COLT will acquire the 20 -SN pool from GMAC and will issue the secured notes.
[Note Insurer]
[[ ], a [ ], will be the “note insurer.”
The note insurer will issue a policy that will guarantee the timely payment of interest on and certain payments of principal of the notes on each payment date, and the payment of principal of each class of notes on its final scheduled payment date. See
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• | We anticipate that the issuing entity will offer the classes of notes listed on the cover page of this prospectus supplement. The notes will be available for purchase in denominations of $1,000 and integral multiples thereof, and will be available in book-entry form only. We sometimes refer to these notes as the“offered notes.”The issuing entity will issue fixed and floating rate classes for each of the Class A-2 Notes, Class A-3 Notes and Class B Notes as listed on the cover page of this prospectus supplement. |
• | The issuing entity will also issue Class A-1 Notes, Class A-2c Notes and Class A-3c Notes with the initial principal amounts, interest rates and final scheduled distribution dates set forth on page S-of this prospectus supplement. The Class A-1 Notes, Class A-2c Notes and Class A-3c Notes are not being offered under this prospectus supplement. |
• | The interest rate for the Class A-1 Notes, the Class A-2a Notes, the Class A-3a Notes and the Class B-1 Notes will be a fixed rate. We refer to notes that bear interest at a fixed rate as“fixed rate notes.” |
• | The interest rate for the Class A-2b Notes, the Class A-2c Notes, the Class A-3b Notes, the Class A-3c Notes, the Class A-4 Notes, the Class B-2 Notes and the Class C Notes will be a floating rate. We refer to notes that bear interest at a floating rate as“floating rate notes.” |
• | Because the issuing entity will issue floating rate notes, the issuing entity will enter into corresponding interest rate swaps. |
• | Interest will accrue on the notes from and including the closing date. |
• | The issuing entity will pay interest on the notes on the 15th day of each calendar month, or if that day is not a business day, the next business day, beginning on , 20 . We refer to these dates as“distribution dates.” |
• | The issuing entity will pay interest on fixed rate notes (other than the Class A-1 Notes) on each distribution date based on a360-day year consisting of twelve30-day months. |
• | The issuing entity will pay interest on floating rate notes and the Class A-1 Notes on each distribution date based on the actual days elapsed during the period for which interest is payable and a360-day year. |
• | Interest payments on all classes of Class A Notes will have the same priority. Interest payments on all classes of Class B Notes will have the same priority. Interest payments on all classes of Class C Notes will have the same priority. |
• | The payment of interest on the Class B Notes is subordinated to the payment of interest on the Class A Notes and the payment of interest on the Class C Notes is subordinated to the payment of interest on the Class A Notes and the Class B Notes, in each case as described in“Priority of Distributions.”No interest will be paid on the Class B Notes on any distribution date until all interest due and payable on the Class A Notes has been paid in full. No interest will be paid on the Class C Notes on any distribution date until all interest due and payable on the Class A Notes and the Class B Notes has been paid in full. |
• | [The issuing entity will not pay principal on the notes on any distribution date related to the revolving period.] |
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• | The issuing entity will pay principal on the notes monthly on each distribution date [related to the amortization period]. |
• | The issuing entity will make principal payments based on the amount of collections, which include lease payments and amounts received upon the sale of leased vehicles, and defaults on the lease assets during the related collection period. |
• | On each distribution date [related to the amortization period], except as described below, the amount available to make principal payments will be applied: |
(1) | to the Class A-1 Notes, until the Class A-1 Notes are paid in full; |
(2) | to the Class A-2 Notes, pro rata among the Class A-2a Notes, the Class A-2b Notes and the Class A-2c Notes, until the Class A-2 Notes are paid in full; |
(3) | to the Class A-3 Notes, pro rata among the Class A-3a Notes, the Class A-3b Notes and the Class A-3c Notes, until the Class A-3 Notes are paid in full; |
(4) | to the Class A-4 Notes, until the Class A-4 Notes are paid in full; |
(5) | to the Class B Notes, pro rata among the Class B-1 Notes and the Class B-2 Notes, until the Class B Notes are paid in full; and |
(6) | to the Class C Notes, until the Class C Notes are paid in full. |
• | The failure of the issuing entity to pay any class of notes in full by its final scheduled distribution date will constitute an event of default under the CARAT indenture. |
The issuing entity will issue to the depositor certificates with an initial certificate balance of $ , which is the trust overcollateralization amount. All of the certificates will initially be retained by the depositor and are not being offered under this prospectus supplement. All or a portion of the certificates may be sold from time to time in private placements. Payments to the certificateholders will not be made until all of the notes are paid in full.
The primary assets of the issuing entity will consist of the 20 -SN secured notes. The secured notes will bear interest at a rate of %.
Substantially all of the leases sold to COLT on the closing date [or during the revolving period] were [or will be] acquired by GMAC or its subsidiaries under special incentive rate financing programs. GMAC may be required to repurchase lease assets from COLT in specified circumstances, as detailed in the accompanying prospectus under“Description of Auto Lease Business of GMAC — Servicing Procedures.”
• | the [initial] lease assets, including payments due under the leases on and after a cut-off date of , 20 ; we refer to that date as the“[initial]cut-off date”; |
• | [the additional lease assets, including payments due under the leases on and after the first day of each calendar month in which additional lease assets are sold; we refer to each of these dates as a“subsequent cut-off date”and we refer to the cut-off date related to a particular lease asset as the“applicable cut-off date”for that receivable;] |
• | amounts received upon the sale of leased vehicles; |
• | proceeds from insurance policies relating to the lease assets; |
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• | any proceeds from recourse against dealers on the lease assets; and |
• | the reserve account. |
The issuing entity property will also include all rights of the issuing entity under the various transaction documents.
The aggregate principal balance of the secured notes as of the closing date will be $.
The aggregate ABS Value of the lease assets as of the [initial] cut-off date was $.
[Depositor Repurchase Option
The depositor has a one-time option to purchase secured notes in an amount no greater than 5.00% of the initial aggregate secured notes principal balance.]
Reserve Account
On the closing date, COLT, LLC will deposit $ , equal to % of the initial aggregate ABS Value of the lease assets, in cash or eligible investments into the reserve account. Collections on the lease assets, to the extent available for this purpose, will be added to the reserve account on each distribution date. See“The Transfer and Servicing Agreements—Credit Enhancement—Reserve Account”in this prospectus supplement for additional information.
To the extent that funds from collections on the lease assets are not sufficient to make required distributions as described under“Priority of Distributions—COLT Distributions”below, the amount deposited in the reserve account provides an additional source of funds for those payments.
The reserve account is required to be funded in an amount equal to [the lesser of (1) the sum of (i) % of the initial aggregate ABS Value of the lease assets and (ii) % of the aggregate ABS Value of the lease assets at the close of business on the last day of the applicable collection period; and (2) the outstanding principal balance of the notes].
On any distribution date, if the amount in the reserve account exceeds the reserve account required amount, the servicer will pay the excess to COLT, LLC.
Overcollateralization
The initial aggregate ABS value of the lease assets will exceed the initial aggregate principal amount of the notes by $ , which is the aggregate overcollateralization amount. A portion of the aggregate overcollateralization amount is represented by equity certificates issued by the issuing entity and the remainder is represented by equity certificates issued by COLT.
Amounts on deposit in the reserve account and the aggregate overcollateralization amount provide credit enhancement by absorbing reductions in collections on the lease assets because of defaults. If the total amount of these types of reductions exceeds the amount on deposit in the reserve account and the aggregate overcollateralization amount, then the Class C Notes may not be repaid in full. If the total amount exceeds the amount on deposit in the reserve account, the aggregate overcollateralization amount and the principal amount of the Class C Notes, then the Class B Notes may not be repaid in full. If the total amount exceeds the amount on deposit in the reserve account, the aggregate overcollateralization amount and the principal amount of the Class B Notes and the Class C Notes, then the Class A Notes may not be repaid in full. See“Priority of Distributions—CARAT Distributions”below in this summary and in“The Transfer and Servicing Agreements—Distributions on the Notes”in this prospectus supplement for a description of how losses not covered by credit enhancement or support will be allocated to the offered notes.
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[The Insurance Policy]
[On the closing date, the note insurer will issue a financial guaranty insurance policy, under the terms of an insurance agreement, in favor of the CARAT indenture trustee, for the benefit of the noteholders.
Under the policy, the insurer will irrevocably and unconditionally guarantee:
• | timely payment of interest; |
• | certain limited payments in reduction of principal due on the notes on any distribution date that the outstanding principal balance of the notes exceeds the aggregate ABS Value of the lease assets as described under“The Insurance Policy and the Note Insurer” in this prospectus supplement; and |
• | the ultimate payment of principal of each note on its final scheduled distribution date. |
For a description of the note insurer and the insurance policy, see“The Insurance Policy and the Note Insurer” in this prospectus supplement.]
The issuing entity will not make payments of principal on the notes on distribution dates related to the revolving period.
The“revolving period”consists of the monthly periods from through , and the related distribution dates. We refer to the monthly periods and the related distribution dates following the revolving period as the“amortization period.”
If an early amortization event occurs, the revolving period will terminate early, and the amortization period will begin. See“The Transfer and Servicing Agreements—The Revolving Period” in this prospectus supplement.
On each distribution date related to the revolving period, amounts otherwise available to make principal payments on the notes will be applied to purchase additional lease assets from the sponsor for the purposes of maintaining the initial aggregate ABS Value of the lease assets and the aggregate overcollateralization amount. See“The Lease Assets and the Secured Notes—Criteria Applicable to the Selection of Additional Lease Assets During the Revolving Period”in this prospectus supplement.
The amount of additional lease assets and percentage of asset pool will be determined by the amount of cash available from payments and prepayments on existing lease assets. There are no stated limits on the amount of additional lease assets allowed to be purchased during the revolving period in terms of either dollars or percentage of the initial asset pool. See“The Transfer and Servicing Agreements—The Revolving Period”in this prospectus supplement.
To the extent that amounts allocated for the purchase of additional lease assets are not so used on any distribution date related to the revolving period, they will be deposited into the accumulation account and applied on subsequent distribution dates related to the revolving period to purchase additional lease assets from the sponsor.
On each distribution date, the COLT indenture trustee will distribute available funds from the COLT collection account, consisting of collections on the lease assets and funds in the reserve account, in the following order of priority before the CARAT distributions:
(1) | basic servicing fee payments to the Servicer; |
(2) | to the issuing entity or any other holder of the secured notes, interest on the secured notes; |
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(3) | to the issuing entity or any other holder of the secured notes, principal on the secured notes; |
(4) | deposits into the CARAT collection account of any shortfall in the amounts required to be paid from the CARAT collection account on that distribution date; |
(5) | deposits into the reserve account in the amount necessary to cause the amount on deposit in the reserve account to equal the reserve account required amount; |
[(6) | additional servicing fee payments to the servicer;] and |
(7) | the remainder to COLT, LLC, as holder of the equity certificates of COLT. |
CARAT Distributions |
[Revolving Period] |
The issuing entity receives distributions on the secured notes from COLT as described in“COLT Distributions”above. Except as specified under“Acceleration”below, the issuing entity will distribute available funds received as holder of the secured notes in the following order of priority [during the revolving period]:
[(1) | administration fee payments to the trust administrator; |
(2) | the net amount payable, if any, to the swap counterparty, other than any swap termination amounts; |
(3) | interest on the Class A Notes and any swap termination amounts on the interest rate swaps related to the Class A-2b Notes, Class A-2c Notes, Class A-3b Notes, Class A-3c Notes and Class A-4 Notes, pro rata; |
(4) | interest on the Class B Notes and any swap termination amounts on the interest rate swap related to the Class B-2 Notes, pro rata; |
(5) | interest on the Class C Notes and any swap termination amounts on the interest rate swap related to the Class C Notes; |
(6) | reinvestments in additional lease assets and deposits into the accumulation account, as applicable, in the amount by which the aggregate principal balance of the notes exceeds the aggregate ABS Value of the lease assets; |
(7) | to the reserve account in the amount necessary to cause the amount on deposit in the reserve account to equal the reserve account required amount (after giving effect to any deposits into the reserve account on that distribution date); |
(8) | reinvestment in additional lease assets and deposits into the accumulation account, as applicable, in the amount by which the aggregate principal balance of the notes exceeds the aggregate ABS Value of the lease assets, as increased above, plus the amounts deposited in the accumulation account above, minus the aggregate overcollateralization amount; and |
(9) | the remainder to the depositor, as holder of the certificates issued by the issuing entity. |
Amortization Period |
Except as specified below under“Acceleration,”the issuing entity will distribute available funds received as holder of the secured notes in the following order of priority during the amortization period:]
(1) | administration fee payments to the trust administrator; |
(2) | the net amount payable, if any, to the swap counterparty, other than any swap termination amounts; |
(3) | interest on the Class A Notes and any swap termination amounts on the interest rate swaps related to the |
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Class A-2b Notes, Class A-2c Notes, Class A-3b Notes, Class A-3c Notes and Class A-4 Notes, pro rata; | |
(4) | principal on the notes in an amount equal to the excess, if any, of the aggregate principal balance of the Class A notes over the aggregate ABS Value of the lease assets; |
(5) | interest on the Class B Notes and any swap termination amounts on the interest rate swap related to the Class B-2 Notes, pro rata; |
(6) | principal on the notes in an amount equal to the excess, if any, of the aggregate principal balance of the Class A notes and the Class B notes—reduced by the amount of principal allocated to the notes above—over the aggregate ABS Value of the lease assets; |
(7) | interest on the Class C Notes and any swap termination amounts on the interest rate swap related to the Class C Notes, |
(8) | principal on the notes in an amount equal to the lesser of either the aggregate principal balance of the notes, or the amount by which the aggregate principal balance of the notes—reduced by the amounts of principal allocated to the notes above—exceeds an amount equal to the aggregate ABS Value of the lease assets minus the aggregate overcollateralization amount; |
(9) | to the reserve account in the amount necessary to cause the amount on deposit in the reserve account to equal the reserve account required amount (after giving effect to any deposits into the reserve account on that distribution date); and |
(10) | the remainder to the depositor, as holder of the certificates issued by the issuing entity. |
Acceleration |
If an event of default occurs under the CARAT Indenture and the notes are accelerated, the issuing entity will pay interest and principal first on the Class A Notes, pro rata among the Class A Notes. No interest or principal will be paid on the Class B Notes until the Class A Notes have been paid in full, and no interest or principal will be paid on the Class C Notes until the Class A Notes and the Class B Notes have been paid in full.
When the aggregate ABS Value of the lease assets declines to 10% or less of the initial aggregate ABS Value of the lease assets, the trust administrator may purchase all of the secured notes. If the trust administrator purchases the secured notes, the outstanding notes [and certificates], if any, will be redeemed at a price equal to their remaining principal balance, plus accrued and unpaid interest thereon.
The issuing entity will enter into an interest rate swap with as the“swap counterparty”with respect to each class of floating rate notes.
Under each interest rate swap, on each distribution date, the issuing entity will be obligated to pay the swap counterparty a fixed interest rate and the swap counterparty will be obligated to pay the issuing entity a floating interest rate of one-month LIBOR plus an applicable spread. For each swap, the notional amount will equal the outstanding principal balance of the applicable class of floating rate notes. See“The Transfer and Servicing Agreements—Interest Rate Swaps”in this prospectus supplement for additional information.
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GMAC will service the lease assets. COLT, as owner of the leases and sole beneficial owner of the related leased vehicles, will pay monthly to GMAC, as servicer, a basic serving fee equal to 1% per annum based on the aggregate ABS Value of the lease assets as of the first day of the related collection period, and a supplemental servicing fee equal to any late fees, disposition fees, prepayment charges and other administrative fees and expenses collected during the related collection period and investment earnings on the COLT trust accounts. [The servicer will also be entitled to an additional monthly servicing fee of up to 1.00% per annum, which will be subordinated to all payments on the notes and deposits into the reserve account.]
GMAC will act as the trust administrator for the issuing entity. The issuing entity will pay GMAC a monthly 0.01% per annum fee on the aggregate secured note principal balance as of the first day of the related collection period.
• | the offered notes will be characterized as indebtedness for federal income tax purposes; and |
• | the issuing entity will not be taxable as an association or publicly traded partnership taxable as a corporation. |
Each noteholder, by accepting an offered note, will agree to treat the offered notes as indebtedness for federal, state and local income and franchise tax purposes.
Subject to the restrictions and considerations discussed under“ERISA Considerations,” in this prospectus supplement and in the accompanying prospectus, an employee benefit plan or other retirement plan or arrangement subject to the Employee Retirement Income Security Act of 1974, as amended(“ERISA”), may purchase the offered notes. See“ERISA Considerations”in this prospectus supplement and the accompanying prospectus for additional information.
We suggest that an employee benefit plan and any other retirement plan or arrangement, and any entity deemed to hold“plan assets”of any employee benefit plan or other plan, consult with its counsel before purchasing the offered notes.
We will not issue the notes offered by this prospectus supplement and the accompanying prospectus unless at least one of [Standard & Poor’s Ratings Services,] [Moody’s Investors Service, Inc.] [, Fitch
Ratings] [and Dominion Bond Rating Services] rates the notes as follows:
• | The Class A Notes in the highest rating category for long-term obligations (i.e., “AAA”); |
• | The Class B Notes in the “A” category for long-term obligations or its equivalent; and |
• | The Class C Notes in the “BBB” category for long-term obligations or its equivalent. |
Neither the depositor nor any other party to the transaction is under any obligation to monitor the ratings of the notes.
Before making an investment decision, you should consider carefully the factors that are set forth in“Risk Factors”beginning on page S-[12] of this prospectus supplement and page [1] of the accompanying prospectus.
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Class B Notes and Class C Notes are Subject to Greater Risk Because the Class B Notes are Subordinated to the Class A Notes and the Class C Notes are Subordinated to the Class A Notes and the Class B Notes | The Class B Notes bear greater risk than the Class A Notes because payments of interest and principal on the Class B Notes are subordinated, to the extent described below, to administration fees, payments of interest and principal on the Class A Notes and any payments due and payable to the swap counterparty, including any termination payments on interest rate swaps related to the floating rate Class A Notes. The Class C Notes bear greater risk than the Class A Notes and the Class B Notes because payments of interest and principal on the Class C Notes are subordinated, to the extent described below, to administration fees, payments of interest and principal on the Class A Notes and the Class B Notes and any payments due and payable to the swap counterparty, including any termination payments on interest rate swaps related to the floating rate Class A Notes and the floating rate Class B Notes. | |
Interest payments on the Class B Notes on each distribution date will be subordinated to administration fees, interest payments on the Class A Notes, any payments due and payable to the swap counterparty, including any termination payments on interest rate swaps related to the floating rate Class A Notes, and principal payments on the Class A Notes to the extent the aggregate principal balance of the Class A Notes as of the preceding distribution date exceeds the Aggregate ABS Value of the lease assets as of that distribution date. Interest payments on the Class C Notes on each distribution date will be subordinated to administration fees, interest payments on the Class A Notes and the Class B Notes, any payments due and payable to the swap counterparty, including any termination payments on interest rate swaps related to the floating rate Class A Notes and Class B Notes, and principal payments on the Class A Notes and the Class B Notes to the extent the aggregate principal balance of the Class A Notes and the Class B Notes as of the preceding distribution date exceeds the Aggregate ABS Value of the lease assets as of that distribution date. | ||
No principal will be paid on the Class B Notes until principal on all classes of the Class A Notes has been paid in full, and no principal will be paid on the Class C Notes until principal on all classes of the Class B Notes has been paid in full. In addition, on each distribution date after an event of default occurs under the CARAT indenture and the notes are accelerated, until the time when all events of default have been cured or waived as provided in the CARAT indenture, no interest will be paid on the Class B Notes until all principal and interest on the Class A Notes and any termination payments due and payable to the swap counterparty with |
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respect to the interest rate swaps related to the floating rate Class A Notes have been paid in full, and no interest will be paid on the Class C Notes until all principal and interest on the Class A and the Class B Notes and any termination payments due and payable to the swap counterparty with respect to the interest rate swaps related to the floating rate Class A Notes and Class B Notes have been paid in full. | ||
This subordination could result in reduced or delayed payments of principal and interest on the Class B Notes and the Class C Notes. | ||
Holders of the Class B Notes and the Class C Notes May Suffer Losses Because They Have Limited Control Over Actions of the Trust and Conflicts Between Classes of Notes May Occur | The most senior outstanding class of notes will be the “controlling class” under the CARAT indenture. Thus, while any Class A Notes are outstanding, they will be the controlling class. Thereafter, as long as only Class B Notes and Class C Notes are outstanding, the Class B Notes will be the controlling class. Only thereafter will the Class C Notes be the controlling class. | |
The rights of the controlling class will include the following:. |
• | following an event of default under the CARAT indenture, to direct the CARAT indenture trustee to exercise one or more of the remedies specified in the CARAT indenture relating to the property of the Trust, including a sale of the secured notes;. | |
• | following a trust administrator default, to waive the trust administrator default or to terminate the trust administrator;. | |
• | to remove the CARAT indenture trustee and appoint a successor; and. | |
• | to consent to specified types of amendments to the CARAT indenture and the transfer and servicing agreements for the Trust. |
In exercising any rights or remedies under the CARAT indenture, the controlling class may act solely in its own interests. Therefore, holders of notes that are subordinated to the controlling class will not be able to participate in determining any actions to take that are within the purview of the controlling class, and the controlling class could take actions that will adversely affect the subordinate classes. | ||
Furthermore, the Trust’s failure to make a timely payment of interest will constitute an event of default under the CARAT indenture only if the failure relates to the controlling class. |
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Payments on the Notes Depend on Collections on the Lease Assets and Sale Proceeds from the Sale of Leased Vehicles at Termination of the Lease Assets | The Trust will pay principal on the notes monthly [during the amortization period], and any remaining principal balance on each note will be due on its final scheduled distribution date. | |
The Trust will pay principal on the notes with funds available from collections on the lease assets, which include lease payments and proceeds from the sale of related leased vehicles, and from the amount on deposit in the reserve account. | ||
The amount of funds available to make payments on the notes will primarily depend upon the amount of collections on the lease assets, the amount of leases that default, the amount of the proceeds from the sale of related leased vehicles upon default, scheduled lease terminations or early lease terminations, the amount on deposit in the reserve account and any payments by the swap counterparty to the Trust under the interest rate swaps. COLT expects, but does not guarantee, that the principal portion of the monthly lease payments and the net proceeds it receives from the sale of the leased vehicles upon lease termination, together with related credit enhancement, will be sufficient to fully repay the secured notes and thus the notes. If there are decreased collections, increased defaults or insufficient funds in the reserve account, you may experience delays or reductions in principal payments on your notes. Furthermore, if the net sale proceeds from the leased vehicles received upon default or termination of the leases are less than the lease residuals established upon inception of those leases, there may be insufficient funds to pay the notes in full. | ||
GMAC’s losses on lease assets are a function of the amount of leases that default and the relationship between the lease residual and the net sale proceeds received for the leased vehicle upon its sale. For a description of how GMAC sets residual values, see“Description of Auto Lease Business of GMAC—Determination of Residual Value”in the accompanying prospectus. There can be no assurance as to how closely the lease residual of a leased vehicle at lease inception will approximate the market value or net sale proceeds received upon the sale of that leased vehicle. We expect that, in general, if the market value exceeds the residual value stated in the lease, the lessee or the originating dealer is likely to purchase the leased vehicle rather than return it to GMAC. Conversely, if the market value is less than the residual value stated in the lease, the leased vehicle is generally more likely to be returned to GMAC, resulting in a loss on the sale of that leased vehicle. As a result of such a loss, there may be insufficient funds to pay the notes in full. | ||
The offered notes, the secured notes and the lease assets will not be insured or guaranteed by GMAC, CARI, the Trust, the CARAT owner trustee, the CARAT indenture trustee, COLT, COLT, LLC, VAULT, the COLT owner trustee, the |
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COLT indenture trustee or any of their affiliates or any other person or entity. | ||
[Availability of Additional Lease Assets During the Revolving Period Could Shorten the Average Life of the Notes | During the revolving period, the Trust will not make payments of principal on the notes. Instead, the Trust will purchase additional secured notes from the depositor. These secured notes will be secured by additional lease assets sold by GMAC to COLT. The purchase of additional lease assets by COLT will lengthen the average life of the notes compared to a transaction without a revolving period. However, an unexpectedly high rate of collections on the lease assets during the revolving period, a significant decline in the number of lease assets available for purchase or the inability of GMAC to acquire new lease assets could affect the ability of COLT to purchase additional lease assets as security for additional secured notes to be sold to the Trust. If the Trust is unable to reinvest available funds by the end of the revolving period, then the average life of the Notes will shorten. | |
Amounts allocable to principal payments on the notes that are not used to purchase additional lease assets during the revolving period will be deposited into the accumulation account. Among other early amortization events, it will be an early amortization event if the amount in the accumulation account on any distribution date during the revolving period exceeds % of the initial aggregate receivables principal balance. See“The Transfer of Servicing Agreements—The Revolving Period” in this prospectus supplement. If that happens, the revolving period will terminate and the amortization period will commence, shortening the average life of the notes. | ||
A variety of unpredictable economic, social and other factors may influence the availability of additional lease assets. You will bear all reinvestment risk resulting from a longer or shorter than anticipated average life of the notes.] . | ||
If General Motors or GMAC, as Pull Ahead Agent, Offers a Pull Ahead Program, You Must Rely on the Pull Ahead Agent to Deposit Pull Ahead Payments | Under a pull ahead program, General Motors or GMAC, as the“pull ahead agent”for General Motors, may elect to permit a qualified lessee that is purchasing or leasing a new General Motors vehicle to terminate an existing lease prior to its scheduled lease end date without payment by the lessee of its remaining monthly payments under that lease, as described in“Residual Values—Pull Ahead Programs.”As a condition to the modification of a lease included in the lease assets to permit its early termination in a pull ahead program, under the Pull Ahead Funding Agreement the pull ahead agent must deliver the pull ahead payment for that lease asset to the servicer, and under the COLT Servicing Agreement the servicer must deposit this payment into the COLT collection account. However, the obligation of the pull ahead agent to pay, and the servicer’s obligation to deposit, a pull ahead payment will not arise until the collection period after |
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the collection period in which the lessee returned its vehicle to the dealer. Accordingly, as a practical matter, the lessee will have returned the leased vehicle up to a month prior to the time that the pull ahead payment is due from the pull ahead agent. If the pull ahead agent fails to make the pull ahead payment, the Trust would likely experience a shortfall in collections and you might experience reductions or delays in payments on your securities, due to several factors:. |
• | it is unlikely that the servicer or the Trust will be able to recover the unpaid monthly lease payments from lessees who have participated in a pull ahead program;. | |
• | the servicer may be unable to immediately prevent further participation in pull ahead programs by lessees; and. | |
• | if GMAC becomes bankrupt or insolvent, the ability of the Trust to obtain unpaid pull ahead payments will be subject to delays and possible reduction. |
Failure to Comply with Consumer Protection Laws Governing the Lease Assets Could Reduce or Delay Payments on Your Securities | Numerous federal and state consumer protection laws, including the Michigan Consumer Protection Act, the federal Consumer Leasing Act of 1976 and Regulation M, promulgated by the Board of Governors of the Federal Reserve System, impose requirements on lessors and servicers of retail lease contracts of the type that secure the secured notes. In addition, many states have enacted comprehensive vehicle leasing statutes that, among other things, regulate disclosures to be made at the time a vehicle is leased. Failure to comply with these requirements may give rise to liabilities on the part of the servicer, and enforcement of the leases by the lessor may be subject to set-off as a result of noncompliance. Further, many states have adopted “lemon laws” that provide vehicle users, including lessees like those leasing the leased vehicles securing the secured notes, rights in respect of substandard vehicles. A successful claim under a lemon law could result in, among other things, the termination of the lease of a substandard leased vehicle and/or could require the refund of all or a portion of lease payments previously paid by the lessee. | |
CARI, GMAC and their affiliates are generally not obligated to make any payments to you on your securities and do not guarantee payments on the secured notes or your securities. However, GMAC, as seller of the lease assets to COLT, will make representations and warranties to COLT regarding the characteristics of the lease assets, including that these lease assets comply in all material respects with all requirements of law. If GMAC breaches the representations and warranties regarding the lease assets, it must repurchase any affected lease assets from COLT and the payments received from the repurchase will be used to reduce the outstanding secured note principal balance by the corresponding amount. If |
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GMAC fails to repurchase lease assets, you might experience reductions or delays in payments on your securities. | ||
Timing of Principal Payments on Your Securities is Uncertain | Events that could result in principal being paid on your securities sooner than expected include:. |
• | higher than expected rate of early termination of the leases, including early terminations permitted under a pull ahead program; and. | |
• | GMAC or the depositor being required to repurchase secured notes from the Trust or GMAC being required to repurchase lease assets from COLT as a result of breaches of representations, warranties or covenants as detailed in the accompanying prospectus under“The Transfer and Servicing Agreements— Sale and Assignment of Lease Assets and Secured Notes—Sale and Assignment of Lease Assets”and“—Sale and Assignment of Secured Notes.”. |
Events that could result in principal being paid on your securities later than expected include:. |
• | delinquencies or losses on the lease assets;. | |
• | lower than expected rate of early termination of the leases; or. | |
• | extensions or deferrals on leases and delays in the disposition of any returned vehicles, if not covered by an advance made by the servicer. |
The servicer is obligated to make advances to the extent it determines, in its sole discretion, that the advances will be recoverable from later collections on the lease assets, as described in“The Transfer and Servicing Agreements—Advances by the Servicer”in the accompanying prospectus. However, if advances are made, we can make no assurance as to whether these advances will be sufficient to reduce the outstanding principal balance on the notes to zero by the expected maturity date for your securities. The rate at which payments will be made on your securities will still be affected by the payment, early termination, liquidation and extension experience of the lease assets, all of which cannot be predicted. | ||
Early termination of the leases may occur at any time without penalty. Early termination may result from permitted early terminations under a pull ahead program or otherwise, defaults on leases or casualty losses to the leased vehicles. GMAC may also be required to repurchase lease assets from COLT in specified circumstances. In addition, the trust administrator has the option to purchase all remaining secured notes from the Trust after the aggregate ABS Value of the lease assets declines to 10% or less of the initial |
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aggregate ABS Value of the lease assets as of the last day of any related collection period. | ||
Each early lease termination or repurchase of the secured notes described in the preceding paragraph will shorten the average life of your notes, and you will bear all reinvestment risk resulting from it. | ||
Sale of the Lease Assets may not be Available as a Remedy for all Events of Default Under the CARAT Indenture | Events of default under the CARAT indenture will not constitute events of default under the COLT indenture. See“The Secured Notes—The COLT Indenture—COLT Events of Default; Rights Upon COLT Event of Default”in the accompanying prospectus. However, because the Trust will receive payments from excess collections under the payment priorities for COLT, it is likely that a shortfall in principal or interest under the CARAT indenture will also be a shortfall under the COLT indenture. | |
If an event of default occurs under both the CARAT indenture and the COLT indenture, the secured notes can be declared due and payable and the lease assets can be foreclosed upon or sold, as described in“The Secured Notes—The COLT Indenture—COLT Events of Default; Rights Upon COLT Event of Default”in the accompanying prospectus. However, if an event of default occurs under the CARAT indenture that is not an event of default under the COLT indenture, the notes can be declared due and payable and only the secured notes can be foreclosed upon or sold, as described in“The Notes—The CARAT Indenture—CARAT Events of Default; Rights Upon CARAT Event of Default”in the accompanying prospectus. The market for sale of the secured notes may be more limited than the market for sale of a portfolio of lease assets. If any sale of the secured notes is delayed or the secured notes cannot be sold, you might experience reductions and/or delays in payments on your notes. | ||
Failure by the Swap Counterparty to Make Payments to the Trust and the Seniority of Payments Owed to the Swap Counterparty Could Reduce or Delay Payments on the Notes | As described further in the“The Transfer and Servicing Agreements—Interest Rate Swaps”in this prospectus supplement, the Trust will enter into related interest rate swaps because the secured notes owned by the Trust will bear interest at a fixed rate while the floating rate notes will bear interest at a floating rate based on one-month LIBOR plus an applicable spread. | |
If the floating rate payable by the swap counterparty is substantially greater than the fixed rate payable by the Trust, the Trust will be more dependent on receiving payments from the swap counterparty in order to make payments on the notes. In addition, the obligations of the swap counterparty under the interest rate swaps are unsecured. If the swap counterparty fails to pay the net amount due, you may experience delays or reductions in the interest and principal payments on your notes. |
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If the floating rate payable by the swap counterparty is less than the fixed rate payable by the Trust, the Trust will be obligated to make payments to the swap counterparty. The swap counterparty will have a claim on the assets of the Trust for the net amount due, if any, to the swap counterparty under the interest rate swaps. Except in the case of swap termination payments as discussed below, amounts owing to the swap counterparty will be senior to payments on all classes of notes. These payments to the swap counterparty could cause a shortage of funds available on any distribution date, in which case you may experience delays or reductions in interest and principal payments on your notes. | ||
In addition, if an interest rate swap terminates as a result of a default by, or other circumstances with respect to the Trust, a termination payment may be due to the swap counterparty. Termination payments to the swap counterparty would be made by the Trust out of funds that would otherwise be available to make payments on the notes and would be senior to payments of principal and equal in priority to payments of interest on the applicable class of notes. Termination payments on the interest rate swap for a particular class of notes would also be senior to payments of principal and interest on any class of notes subordinate to that class of notes. The amount of the termination payment will be based on the market value of the interest rate swap at the time of termination. The termination payment could be substantial if market interest rates and other conditions have changed materially since the issuance of the notes. In that event, you may experience delays or reductions in interest and principal payments on your notes. | ||
The Trust will make payments to the swap counterparty out of, and will include receipts from the swap counterparty in, its generally available funds—not solely from funds that are dedicated to the floating rate notes. Therefore, in situations like those described above, the impact would be to reduce the amounts available for distribution to holders of all securities, not just holders of floating rate notes. | ||
Concentrations of the Leases Could Result in Losses or Payment Delays on Your Securities | As of the cut-off date, %, %, %, %, % and % of the leases, based on the initial aggregate ABS Value of the lease assets, are related to lessees with mailing addresses in , , , , and , respectively. As a result of this geographic concentration, adverse economic factors such as unemployment, interest rates, the rate of inflation, consumer perception of the economy and legislative changes or other factors affecting these states could have a disproportionate impact on defaults on the leases and the ability to sell or dispose of the related leased vehicles for an amount at least equal to their stated residual value. |
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In addition, GMAC believes that a portion of the lessees under the leases are General Motors employees. Adverse changes in the automotive industry could have an impact on lessees who are employees of automotive manufacturers generally, including General Motors. | ||
Used Car Market and Other Factors May Increase the Risk of Loss on Your Securities | The used car market is affected by supply and demand, consumer tastes, economic factors and manufacturer decisions on pricing and incentives offered for the purchase of new car and light duty truck models. For instance, introduction of a new model by General Motors or its affiliates may impact the resale value of the existing portfolio of similar model types. Other economic factors that are beyond the control of GMAC, the Trust, CARI, the Servicer, COLT and the trust administrator could also have a negative impact on the resale value of a vehicle. | |
The Ratings of the Notes May be Revised or Withdrawn | The notes will be issued only if they receive the required ratings. A rating is not a recommendation to buy, sell or hold the notes. The ratings may be revised or withdrawn at any time. The rating considers only the likelihood that the Trust will pay interest on time and will ultimately pay principal in full. Ratings on the notes do not address the timing of distributions of principal on the notes prior to their applicable final scheduled distribution date, nor do ratings consider the prices of securities or their suitability for a particular investor. Although the notes will be issued only if they receive the required ratings, a rating may be revised or withdrawn at any time after the notes are issued if the rating agency believes that circumstances have changed. If a rating agency changes its rating on your notes, no one has an obligation to provide additional credit enhancement or restore the original rating. |
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• | acquire, hold and manage the secured notes and other assets of the Trust; | |
• | issue securities; | |
• | make payments on the securities; and | |
• | take any action necessary to fulfill the role of the Trust in connection with the notes and the certificates. |
Class A-1 Asset Backed Notes | $ | ||||
Class A-2a Asset Backed Notes | |||||
Class A-2b Asset Backed Notes | |||||
Class A-2c Asset Backed Notes | |||||
Class A-3a Asset Backed Notes | |||||
Class A-3b Asset Backed Notes | |||||
Class A-3c Asset Backed Notes | |||||
Class A-4 Asset Backed Notes | |||||
Class B-1 Asset Backed Notes | |||||
Class B-2 Asset Backed Notes | |||||
Class C Asset Backed Notes | |||||
Asset Backed Certificates | |||||
Total Trust Capitalization | $ | ||||
COLT Overcollateralization Amount | |||||
Total Transaction Capitalization | $ | ||||
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• | the leased vehicle is a new [or used] automobile or light duty truck manufactured by or for General Motors [or its affiliates]; | |
• | the lease has an original scheduled term of [12] to [60] months; | |
• | the lease was acquired by GMAC or its subsidiaries in its ordinary course of business; | |
• | the dealer is located in the United States and each lessee has a billing address in the United States; | |
• | the lease provides for level monthly payments, except that the first and last monthly payments may differ from the level payments; | |
• | the lease complies with applicable federal, state and local laws; | |
• | the lease represents a binding obligation of the lessee; | |
• | the lease is in force and not terminated; | |
• | as of the [initial] cut-off date, the lease was not considered past due, that is, the payments due on that lease in excess of $25 have been received within 30 days of the payment date; | |
• | no lease asset is a Liquidating Lease Asset; | |
• | [the lowest implied lease rate of any lease is 0% and the highest implied lease rate is less than or equal to the Discount Rate;] | |
• | the lessee is required to maintain physical damage and liability insurance policies; |
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• | the lease and the related leased vehicle are legally assigned to the purchaser; | |
• | the lease was originated in the United States; and | |
• | the lessee is required to pay all costs relating to taxes, insurance and maintenance for the leased vehicle. |
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Average | Minimum | Maximum | ||||||||||
ABS Value | [ | ] | [ | ] | [ | ] | ||||||
Lease Residual | [ | ] | [ | ] | [ | ] | ||||||
Seasoning (Months) | [ | ] | [ | ] | [ | ] | ||||||
Remaining Term (Months) | [ | ] | [ | ] | [ | ] | ||||||
Original Term (Months) | ||||||||||||
Lease Residual as a % of ABS Value | [ | ] | [ | ] | [ | ] | ||||||
Lease Residual as a % of Adjusted MSRP | [ | ] | ||||||||||
Percentage of New Vehicles | [ | ] | ||||||||||
Weighted Average FICO Score | [ | Not available | ] | |||||||||
FICO Score Range | [ | Not available | ] | |||||||||
Cut-Off Date | [ | ] |
Percentage | Aggregate Lease | ||||||||||||||||||||
Number | of Total | Aggregate | Percentage | Residual as a % | |||||||||||||||||
of Lease | Number of | ABS | of Aggregate | of Aggregate | |||||||||||||||||
Original Term | Assets | Lease Assets | Value | ABS Value | Adjusted MSRP | ||||||||||||||||
0 to 24 | % | $ | % | % | |||||||||||||||||
25 to 36 | % | $ | % | % | |||||||||||||||||
37 to 48 | % | $ | % | % | |||||||||||||||||
Total | % | $ | % | ||||||||||||||||||
Percentage | ||||||||||||||||||||
Number | of Total | Aggregate | Percentage | Lease Residual | ||||||||||||||||
Scheduled | of Lease | Number of | ABS | of Aggregate | as a % of | |||||||||||||||
Lease End Date | Assets | Lease Assets | Value | ABS Value | Adjusted MSRP | |||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | ||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | ||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % |
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Percentage | |||||||||||||||||||||
Number | of Total | Aggregate | Percentage | Lease Residual | |||||||||||||||||
Scheduled | of Lease | Number of | ABS | of Aggregate | as a % of | ||||||||||||||||
Lease End Date | Assets | Lease Assets | Value | ABS Value | Adjusted MSRP | ||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | |||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | |||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | |||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | |||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | |||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | |||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | |||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | |||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | |||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | |||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | |||||||||||||||||
[Month, Year] — [Month, Year] | % | $ | % | % | |||||||||||||||||
Total | % | $ | % | ||||||||||||||||||
Percentage | ||||||||||||||||
Number | of Total | Aggregate | Percentage | |||||||||||||
of Lease | Number of | ABS | of Aggregate | |||||||||||||
State of Origination | Assets | Lease Assets | Value | ABS Value | ||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
Total | % | $ | % | |||||||||||||
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Percentage | ||||||||||||||||
Number | of Total | Aggregate | Percentage | |||||||||||||
of Lease | Number of | ABS | of Aggregate | |||||||||||||
Breakdown by Vehicle Make | Assets | Lease Assets | Value | ABS Value | ||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
Total | % | $ | % | |||||||||||||
Percentage | ||||||||||||||||
Number | of Total | Aggregate | Percentage | |||||||||||||
of Lease | Number of | ABS | of Aggregate | |||||||||||||
Model | Assets | Lease Assets | Value | ABS Value | ||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
% | $ | % | ||||||||||||||
Total | % | $ | % | |||||||||||||
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Percentage of | ||||||||||||
Aggregate ABS Value at | Aggregate [Initial] | |||||||||||
FICO Band | Number of Leases | [Initial] Cut-off Date | ABS Value | |||||||||
XX to XX | $ | % | ||||||||||
XX to XX | $ | % | ||||||||||
XX to XX | $ | % | ||||||||||
XX to XX | $ | % | ||||||||||
XX to XX | $ | % | ||||||||||
XX to XX | $ | % | ||||||||||
XX to XX | $ | % |
• | the leased vehicle is a new [or used] automobile or light duty truck manufactured by or for General Motors [or its affiliates]; | |
• | the lease has an original scheduled term of [12] to [60] months; | |
• | the lease was acquired by GMAC or its subsidiaries in its ordinary course of business; | |
• | the dealer is located in the United States and each lessee has a billing address in the United States; | |
• | the lease provides for level monthly payments, except that the first and last monthly payments may differ from the level payments; | |
• | the lease complies with applicable federal, state and local laws; | |
• | the lease represents a binding obligation of the lessee; | |
• | the lease is in force and not terminated; | |
• | as of the applicable additional cut-off date, the lease was not considered past due, that is, the payments due on that lease in excess of $25 have been received within 30 days of the payment date; | |
• | no lease asset is a Liquidating Lease Asset; | |
• | [the lowest implied lease rate of any lease is 0% and the highest implied lease rate is less than or equal to the discount rate;] | |
• | the lessee is required to maintain physical damage and liability insurance policies; | |
• | the lease and the related leased vehicle are legally assigned to the purchaser; | |
• | the lease was originated in the United States; |
S-28
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• | the lessee is required to pay all costs relating to taxes, insurance and maintenance for the leased vehicle; [and] | |
• | Add any additional eligibility criteria for additional leases here] |
• | has the benefit of a first priority security interest in the lease assets; | |
• | contains enforceable provisions to render the rights and remedies of secured noteholders adequate for realization against the collateral of the benefits of security; | |
• | has a final scheduled distribution date of , 20 ; and | |
• | will bear interest at a rate of [ ]%, which is [describe relationship to blended rate on offered notes]. |
S-29
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• | delinquencies; | |
• | repossessions; and | |
• | credit and residual losses. |
• | competition for lessees; | |
• | the supply and demand for cars and light duty trucks; | |
• | consumer debt burden per household; | |
• | personal bankruptcies; and | |
• | values at which the residual values are booked. |
S-30
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At or For the Months | |||||||||||||||||||||||||
Months Ended | Ended , | ||||||||||||||||||||||||
Leases | 20 | 20 | 20 | 20 | 20 | 20 | |||||||||||||||||||
Average Number of Lease Contracts Outstanding (in thousands) | |||||||||||||||||||||||||
Average Daily Delinquency | |||||||||||||||||||||||||
31-60 Days | % | % | % | % | |||||||||||||||||||||
61-90 Days | % | % | % | % | |||||||||||||||||||||
91 Days or more | % | % | % | % |
S-31
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At or for the Months | ||||||||||||||||||||
Months Ended | Ended , | |||||||||||||||||||
20 | 20 | 2004 | 2003 | 2002 | ||||||||||||||||
Ending Number of Lease Contracts Outstanding | ||||||||||||||||||||
Average Number of Lease Contracts Outstanding | ||||||||||||||||||||
Number of Repossessions Sold | ||||||||||||||||||||
Number of Repossessions Sold as a Percentage of Ending Number of Lease Contracts Outstanding | % | |||||||||||||||||||
Number of Repossessions Sold as a Percentage of Average Number of Lease Contracts Outstanding | % | |||||||||||||||||||
Ending Dollar Amount of Lease Balance Outstanding (in thousands) | $ | $ | $ | |||||||||||||||||
Average Dollar Amount of Lease Balance Outstanding (in thousands) | $ | $ | $ | |||||||||||||||||
Losses on Repossessions (Without Giving Effect to Manufacturer’s Support Payments) (in thousands) | ||||||||||||||||||||
Average Losses on Repossessions (Without Giving Effect to Manufacturer’s Support Payments) Per Vehicle | ||||||||||||||||||||
Losses on Repossessions (Without Giving Effect to Manufacturer’s Support Payments) as a Percentage of Ending Dollar Amount of Lease Balance Outstanding | % | % | % | |||||||||||||||||
Losses on Repossessions (Without Giving Effect to Manufacturer’s Support Payments) as a Percentage of Average Dollar Amount of Lease Balance Outstanding | % | % | % |
S-32
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At or For the Months | ||||||||||||||||||||||||
Months Ended | Ended , | |||||||||||||||||||||||
20 | 20 | 20 | 20 | 20 | 20 | |||||||||||||||||||
Total Number of Leases Scheduled to Terminate | ||||||||||||||||||||||||
Scheduled Terminations | ||||||||||||||||||||||||
Number of Returned Vehicles | ||||||||||||||||||||||||
Total ALG Residual of Returned Vehicles (in thousands) | $ | $ | $ | $ | ||||||||||||||||||||
Total ALG Residual of Returned Vehicles as % of Adjusted MSRP | % | % | % | % | ||||||||||||||||||||
Full Termination Ratio | % | % | % | % | ||||||||||||||||||||
Loss/(Gain) versus ALG Residual (in thousands) | $ | $ | $ | $ | ||||||||||||||||||||
Average Loss/(Gain) versus ALG Residual | $ | $ | $ | $ | ||||||||||||||||||||
Loss/(Gain) versus ALG as a Percentage of Total ALG Residual of Returned Vehicles | % | % | % | % | ||||||||||||||||||||
Early Terminations | ||||||||||||||||||||||||
Number of Returned Vehicles | ||||||||||||||||||||||||
Total ALG Residual of Returned Vehicles (in thousands) | $ | $ | $ | $ | ||||||||||||||||||||
Total ALG Residual of Returned Vehicles as % of Adjusted MSRP | % | % | % | % |
S-33
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At or For the Months | ||||||||||||||||||||||||
Months Ended | Ended , | |||||||||||||||||||||||
20 | 20 | 20 | 20 | 20 | 20 | |||||||||||||||||||
Loss/(Gain) versus ALG Residual (in thousands) | $ | $ | $ | $ | ||||||||||||||||||||
Average Loss/(Gain) versus ALG Residual | $ | $ | $ | $ | ||||||||||||||||||||
Loss/(Gain) versus ALG as a Percentage of Total ALG Residual of Returned Vehicles | % | % | % | |||||||||||||||||||||
All Terminations | ||||||||||||||||||||||||
Average Loss/(Gain) versus ALG Residual | $ | $ | $ | $ | ||||||||||||||||||||
Loss/(Gain) versus ALG as a Percentage of Total ALG Residual of Returned Vehicles | % | % | % |
S-34
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S-35
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Average | Number of Pull | |||||||
Amount Per | Ahead Lease | |||||||
Period | Vehicle Waived | Contracts Waived | ||||||
Quarter 20 | $ | |||||||
Quarter 20 | $ | |||||||
Quarter 20 | $ | |||||||
Quarter 20 | $ | |||||||
Quarter 20 | $ | |||||||
Quarter 20 | $ | |||||||
Quarter 20 | $ | |||||||
Quarter 20 | $ | |||||||
Quarter 20 | $ | |||||||
Quarter 20 | $ |
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(1) In month one, prepayments will occur at % ABS and increase by approximately % ( %/ ) ABS each month until reaching % ABS in the month of the lease term; | |
(2) Prepayments will then increase by approximately % ( % ) ABS each month until reaching % ABS in the month of the lease term; and | |
(3) Prepayments will remain at % ABS in months through of the lease term and decrease to % ABS in the month of the lease term and remain at that level until the lease has been paid in full. |
S-37
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(1) as of the cut-off date, 12 months have elapsed since the inception of the leases; | |
(2) all Monthly Lease Payments are timely received and no lease is ever delinquent; | |
(3) no repurchase payment is required to be made by the Servicer in respect of any lease asset except as set forth below; | |
(4) no repurchase payment is required to be made by the Trust Administrator in respect of any secured note except as set forth below; | |
(5) each payment on the leases is made on the last day of each month, whether or not that day is a business day and each month has 30 days; | |
(6) there are no credit losses in respect of the lease assets; | |
(7) all terminated leases are payments in full of all outstanding Monthly Lease Payments and realization in full of all ALG Residuals; | |
(8) payments on the notes are made on each distribution date, and each distribution date is assumed to be the fifteenth day of each applicable month whether or not that day is a business day; | |
(9) except as indicated in the following tables, the Trust Administrator does not exercise its option to purchase the secured notes after the Aggregate ABS Value of the lease assets has declined to 10% or less of the initial Aggregate ABS Value of the lease assets [and the depositor does not exercise its 5% repurchase option]; | |
(10) the closing date occurs on , 20 ; | |
(11) no [early amortization event or] event of default occurs under the CARAT Indenture or the COLT Indenture; | |
[(12) during the revolving period, the Trust invests all amounts available in additional secured notes secured by additional lease assets;] | |
[(13) there are no funds in the accumulation account at any time;] | |
(14) the initial Aggregate ABS Value of the lease assets as of the cut-off date is $ , based on the Discount Rate of %; and | |
(15) the offered notes will have the initial principal amounts set forth on the cover of this prospectus supplement and the initial principal amounts of the Class A-1 Notes, the Class A-2c Notes and the Class A-3c Notes will be $ , $ and $ , respectively. |
S-38
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S-39
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Prepayment Assumption | ||||||||||||||||||||||||||||
Distribution Date | 0% | 50% | 75% | 100% | 125% | 150% | 175% | |||||||||||||||||||||
Closing Date | ||||||||||||||||||||||||||||
February 15, 2006 | ||||||||||||||||||||||||||||
March 15, 2006 | ||||||||||||||||||||||||||||
April 15, 2006 | ||||||||||||||||||||||||||||
May 15, 2006 | ||||||||||||||||||||||||||||
June 15, 2006 | ||||||||||||||||||||||||||||
July 15, 2006 | ||||||||||||||||||||||||||||
August 15, 2006 | ||||||||||||||||||||||||||||
September 15, 2006 | ||||||||||||||||||||||||||||
October 15, 2006 | ||||||||||||||||||||||||||||
November 15, 2006 | ||||||||||||||||||||||||||||
December 15, 2006 | ||||||||||||||||||||||||||||
January 15, 2007 | ||||||||||||||||||||||||||||
February 15, 2007 | ||||||||||||||||||||||||||||
March 15, 2007 | ||||||||||||||||||||||||||||
April 15, 2007 | ||||||||||||||||||||||||||||
May 15, 2007 | ||||||||||||||||||||||||||||
June 15, 2007 | ||||||||||||||||||||||||||||
July 15, 2007 | ||||||||||||||||||||||||||||
August 15, 2007 | ||||||||||||||||||||||||||||
September 15, 2007 | ||||||||||||||||||||||||||||
October 15, 2007 | ||||||||||||||||||||||||||||
November 15, 2007 | ||||||||||||||||||||||||||||
December 15, 2007 | ||||||||||||||||||||||||||||
January 15, 2008 | ||||||||||||||||||||||||||||
February 15, 2008 | ||||||||||||||||||||||||||||
March 15, 2008 | ||||||||||||||||||||||||||||
April 15, 2008 | ||||||||||||||||||||||||||||
May 15, 2008 | ||||||||||||||||||||||||||||
June 15, 2008 | ||||||||||||||||||||||||||||
July 15, 2008 | ||||||||||||||||||||||||||||
August 15, 2008 | ||||||||||||||||||||||||||||
September 15, 2008 | ||||||||||||||||||||||||||||
October 15, 2008 | ||||||||||||||||||||||||||||
November 15, 2008 | ||||||||||||||||||||||||||||
Weighted Average Life To Maturity | ||||||||||||||||||||||||||||
Weighted Average Life To Call |
S-40
Table of Contents
Prepayment Assumption | ||||||||||||||||||||||||||||
Distribution Date | 0% | 50% | 75% | 100% | 125% | 150% | 175% | |||||||||||||||||||||
Closing Date | ||||||||||||||||||||||||||||
February 15, 2006 | ||||||||||||||||||||||||||||
March 15, 2006 | ||||||||||||||||||||||||||||
April 15, 2006 | ||||||||||||||||||||||||||||
May 15, 2006 | ||||||||||||||||||||||||||||
June 15, 2006 | ||||||||||||||||||||||||||||
July 15, 2006 | ||||||||||||||||||||||||||||
August 15, 2006 | ||||||||||||||||||||||||||||
September 15, 2006 | ||||||||||||||||||||||||||||
October 15, 2006 | ||||||||||||||||||||||||||||
November 15, 2006 | ||||||||||||||||||||||||||||
December 15, 2006 | ||||||||||||||||||||||||||||
January 15, 2007 | �� | |||||||||||||||||||||||||||
February 15, 2007 | ||||||||||||||||||||||||||||
March 15, 2007 | ||||||||||||||||||||||||||||
April 15, 2007 | ||||||||||||||||||||||||||||
May 15, 2007 | ||||||||||||||||||||||||||||
June 15, 2007 | ||||||||||||||||||||||||||||
July 15, 2007 | ||||||||||||||||||||||||||||
August 15, 2007 | ||||||||||||||||||||||||||||
September 15, 2007 | ||||||||||||||||||||||||||||
October 15, 2007 | ||||||||||||||||||||||||||||
November 15, 2007 | ||||||||||||||||||||||||||||
December 15, 2007 | ||||||||||||||||||||||||||||
January 15, 2008 | ||||||||||||||||||||||||||||
February 15, 2008 | ||||||||||||||||||||||||||||
March 15, 2008 | ||||||||||||||||||||||||||||
April 15, 2008 | ||||||||||||||||||||||||||||
May 15, 2008 | ||||||||||||||||||||||||||||
June 15, 2008 | ||||||||||||||||||||||||||||
July 15, 2008 | ||||||||||||||||||||||||||||
August 15, 2008 | ||||||||||||||||||||||||||||
September 15, 2008 | ||||||||||||||||||||||||||||
October 15, 2008 | ||||||||||||||||||||||||||||
November 15, 2008 | ||||||||||||||||||||||||||||
Weighted Average Life To Maturity | ||||||||||||||||||||||||||||
Weighted Average Life To Call |
S-41
Table of Contents
Prepayment Assumption | ||||||||||||||||||||||||||||
Distribution Date | 0% | 50% | 75% | 100% | 125% | 150% | 175% | |||||||||||||||||||||
Closing Date | ||||||||||||||||||||||||||||
February 15, 2006 | ||||||||||||||||||||||||||||
March 15, 2006 | ||||||||||||||||||||||||||||
April 15, 2006 | ||||||||||||||||||||||||||||
May 15, 2006 | ||||||||||||||||||||||||||||
June 15, 2006 | ||||||||||||||||||||||||||||
July 15, 2006 | ||||||||||||||||||||||||||||
August 15, 2006 | ||||||||||||||||||||||||||||
September 15, 2006 | ||||||||||||||||||||||||||||
October 15, 2006 | ||||||||||||||||||||||||||||
November 15, 2006 | ||||||||||||||||||||||||||||
December 15, 2006 | ||||||||||||||||||||||||||||
January 15, 2007 | ||||||||||||||||||||||||||||
February 15, 2007 | ||||||||||||||||||||||||||||
March 15, 2007 | ||||||||||||||||||||||||||||
April 15, 2007 | ||||||||||||||||||||||||||||
May 15, 2007 | ||||||||||||||||||||||||||||
June 15, 2007 | ||||||||||||||||||||||||||||
July 15, 2007 | ||||||||||||||||||||||||||||
August 15, 2007 | ||||||||||||||||||||||||||||
September 15, 2007 | ||||||||||||||||||||||||||||
October 15, 2007 | ||||||||||||||||||||||||||||
November 15, 2007 | ||||||||||||||||||||||||||||
December 15, 2007 | ||||||||||||||||||||||||||||
January 15, 2008 | ||||||||||||||||||||||||||||
February 15, 2008 | ||||||||||||||||||||||||||||
March 15, 2008 | ||||||||||||||||||||||||||||
April 15, 2008 | ||||||||||||||||||||||||||||
May 15, 2008 | ||||||||||||||||||||||||||||
June 15, 2008 | ||||||||||||||||||||||||||||
July 15, 2008 | ||||||||||||||||||||||||||||
August 15, 2008 | ||||||||||||||||||||||||||||
September 15, 2008 | ||||||||||||||||||||||||||||
October 15, 2008 | ||||||||||||||||||||||||||||
November 15, 2008 | ||||||||||||||||||||||||||||
Weighted Average Life To Maturity | ||||||||||||||||||||||||||||
Weighted Average Life To Call |
S-42
Table of Contents
Prepayment Assumption | ||||||||||||||||||||||||||||
Distribution Date | 0% | 50% | 75% | 100% | 125% | 150% | 175% | |||||||||||||||||||||
Closing Date | ||||||||||||||||||||||||||||
February 15, 2006 | ||||||||||||||||||||||||||||
March 15, 2006 | ||||||||||||||||||||||||||||
April 15, 2006 | ||||||||||||||||||||||||||||
May 15, 2006 | ||||||||||||||||||||||||||||
June 15, 2006 | ||||||||||||||||||||||||||||
July 15, 2006 | ||||||||||||||||||||||||||||
August 15, 2006 | ||||||||||||||||||||||||||||
September 15, 2006 | ||||||||||||||||||||||||||||
October 15, 2006 | ||||||||||||||||||||||||||||
November 15, 2006 | ||||||||||||||||||||||||||||
December 15, 2006 | ||||||||||||||||||||||||||||
January 15, 2007 | ||||||||||||||||||||||||||||
February 15, 2007 | ||||||||||||||||||||||||||||
March 15, 2007 | ||||||||||||||||||||||||||||
April 15, 2007 | ||||||||||||||||||||||||||||
May 15, 2007 | ||||||||||||||||||||||||||||
June 15, 2007 | ||||||||||||||||||||||||||||
July 15, 2007 | ||||||||||||||||||||||||||||
August 15, 2007 | ||||||||||||||||||||||||||||
September 15, 2007 | ||||||||||||||||||||||||||||
October 15, 2007 | ||||||||||||||||||||||||||||
November 15, 2007 | ||||||||||||||||||||||||||||
December 15, 2007 | ||||||||||||||||||||||||||||
January 15, 2008 | ||||||||||||||||||||||||||||
February 15, 2008 | ||||||||||||||||||||||||||||
March 15, 2008 | ||||||||||||||||||||||||||||
April 15, 2008 | ||||||||||||||||||||||||||||
May 15, 2008 | ||||||||||||||||||||||||||||
June 15, 2008 | ||||||||||||||||||||||||||||
July 15, 2008 | ||||||||||||||||||||||||||||
August 15, 2008 | ||||||||||||||||||||||||||||
September 15, 2008 | ||||||||||||||||||||||||||||
October 15, 2008 | ||||||||||||||||||||||||||||
November 15, 2008 | ||||||||||||||||||||||||||||
Weighted Average Life To Maturity | ||||||||||||||||||||||||||||
Weighted Average Life To Call |
S-43
Table of Contents
Prepayment Assumption | ||||||||||||||||||||||||||||
Distribution Date | 0% | 50% | 75% | 100% | 125% | 150% | 175% | |||||||||||||||||||||
Closing Date | ||||||||||||||||||||||||||||
February 15, 2006 | ||||||||||||||||||||||||||||
March 15, 2006 | ||||||||||||||||||||||||||||
April 15, 2006 | ||||||||||||||||||||||||||||
May 15, 2006 | ||||||||||||||||||||||||||||
June 15, 2006 | ||||||||||||||||||||||||||||
July 15, 2006 | ||||||||||||||||||||||||||||
August 15, 2006 | ||||||||||||||||||||||||||||
September 15, 2006 | ||||||||||||||||||||||||||||
October 15, 2006 | ||||||||||||||||||||||||||||
November 15, 2006 | ||||||||||||||||||||||||||||
December 15, 2006 | ||||||||||||||||||||||||||||
January 15, 2007 | ||||||||||||||||||||||||||||
February 15, 2007 | ||||||||||||||||||||||||||||
March 15, 2007 | ||||||||||||||||||||||||||||
April 15, 2007 | ||||||||||||||||||||||||||||
May 15, 2007 | ||||||||||||||||||||||||||||
June 15, 2007 | ||||||||||||||||||||||||||||
July 15, 2007 | ||||||||||||||||||||||||||||
August 15, 2007 | ||||||||||||||||||||||||||||
September 15, 2007 | ||||||||||||||||||||||||||||
October 15, 2007 | ||||||||||||||||||||||||||||
November 15, 2007 | ||||||||||||||||||||||||||||
December 15, 2007 | ||||||||||||||||||||||||||||
January 15, 2008 | ||||||||||||||||||||||||||||
February 15, 2008 | ||||||||||||||||||||||||||||
March 15, 2008 | ||||||||||||||||||||||||||||
April 15, 2008 | ||||||||||||||||||||||||||||
May 15, 2008 | ||||||||||||||||||||||||||||
June 15, 2008 | ||||||||||||||||||||||||||||
July 15, 2008 | ||||||||||||||||||||||||||||
August 15, 2008 | ||||||||||||||||||||||||||||
September 15, 2008 | ||||||||||||||||||||||||||||
October 15, 2008 | ||||||||||||||||||||||||||||
November 15, 2008 | ||||||||||||||||||||||||||||
Weighted Average Life To Maturity | ||||||||||||||||||||||||||||
Weighted Average Life To Call |
S-44
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Prepayment Assumption | ||||||||||||||||||||||||||||
Distribution Date | 0% | 50% | 75% | 100% | 125% | 150% | 175% | |||||||||||||||||||||
Closing Date | ||||||||||||||||||||||||||||
February 15, 2006 | ||||||||||||||||||||||||||||
March 15, 2006 | ||||||||||||||||||||||||||||
April 15, 2006 | ||||||||||||||||||||||||||||
May 15, 2006 | ||||||||||||||||||||||||||||
June 15, 2006 | ||||||||||||||||||||||||||||
July 15, 2006 | ||||||||||||||||||||||||||||
August 15, 2006 | ||||||||||||||||||||||||||||
September 15, 2006 | ||||||||||||||||||||||||||||
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December 15, 2006 | ||||||||||||||||||||||||||||
January 15, 2007 | ||||||||||||||||||||||||||||
February 15, 2007 | ||||||||||||||||||||||||||||
March 15, 2007 | ||||||||||||||||||||||||||||
April 15, 2007 | ||||||||||||||||||||||||||||
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June 15, 2007 | ||||||||||||||||||||||||||||
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August 15, 2007 | ||||||||||||||||||||||||||||
September 15, 2007 | ||||||||||||||||||||||||||||
October 15, 2007 | ||||||||||||||||||||||||||||
November 15, 2007 | ||||||||||||||||||||||||||||
December 15, 2007 | ||||||||||||||||||||||||||||
January 15, 2008 | ||||||||||||||||||||||||||||
February 15, 2008 | ||||||||||||||||||||||||||||
March 15, 2008 | ||||||||||||||||||||||||||||
April 15, 2008 | ||||||||||||||||||||||||||||
May 15, 2008 | ||||||||||||||||||||||||||||
June 15, 2008 | ||||||||||||||||||||||||||||
July 15, 2008 | ||||||||||||||||||||||||||||
August 15, 2008 | ||||||||||||||||||||||||||||
September 15, 2008 | ||||||||||||||||||||||||||||
October 15, 2008 | ||||||||||||||||||||||||||||
November 15, 2008 | ||||||||||||||||||||||||||||
Weighted Average Life To Maturity | ||||||||||||||||||||||||||||
Weighted Average Life To Call |
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Collection Period | Monthly Lease Payments and Residual Values | |||
February 2006 | ||||
March 2006 | ||||
April 2006 | ||||
May 2006 | ||||
June 2006 | ||||
July 2006 | ||||
August 2006 | ||||
September 2006 | ||||
October 2006 | ||||
November 2006 | ||||
December 2006 | ||||
January 2007 | ||||
February 2007 | ||||
March 2007 | ||||
April 2007 | ||||
May 2007 | ||||
June 2007 | ||||
July 2007 | ||||
August 2007 | ||||
September 2007 | ||||
October 2007 | ||||
November 2007 | ||||
December 2007 | ||||
January 2008 | ||||
February 2008 | ||||
March 2008 | ||||
April 2008 | ||||
May 2008 | ||||
June 2008 | ||||
July 2008 | ||||
August 2008 | ||||
September 2008 | ||||
October 2008 | ||||
November 2008 | ||||
December 2008 | ||||
January 2009 | ||||
February 2009 |
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Class A-1 Notes | Class A-2c Notes | Class A-3c Notes | ||||||||||
Principal amount | $ | $ | $ | |||||||||
One-Month LIBOR | One-Month LIBOR | |||||||||||
Interest rate | % | plus % | plus % | |||||||||
Final scheduled distribution date | , 20 | , 20 | , 20 |
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• | First, to the Class A-1 Notes until paid in full; | |
• | Second, to the Class A-2 Notes, pro rata among the Class A-2a Notes, the Class A-2b Notes and the Class A-2c Notes, until the Class A-2 Notes are paid in full; | |
• | Third, to the Class A-3 Notes, pro rata among the Class A-3a Notes, the Class A-3b Notes and the Class A-3c Notes, until the Class A-3 Notes are paid in full; | |
• | Fourth, to the Class A-4 Notes until paid in full; | |
• | Fifth, to the Class B Notes, pro rata among the Class B-1 Notes and the Class B-2 Notes, until the Class B Notes are paid in full; and | |
• | Sixth, to the Class C Notes, until the Class C Notes are paid in full. |
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• | [the amount on deposit in the reserve account is less than the Reserve Account Required Amount for two consecutive months; | |
• | [after payment of the Aggregate ABS Value of additional lease assets on any distribution date, the amount on deposit in the accumulation account exceeds 1.00% of the Aggregate ABS Value of the initial lease assets;] | |
• | a CARAT Event of Default occurs as described under “The Notes— The CARAT Indenture— CARAT Events of Default; Rights upon CARAT Events of Default” in the accompanying prospectus; or | |
• | a Trust Administrator Default occurs as described under“The Transfer and Servicing Agreements— Trust Administrator Default”in the accompanying prospectus. |
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(1) the Monthly Lease Payments received with respect to the lease assets (including Applied Payments Ahead but excluding Excess Payments made during the related Collection Period that are treated as Payments Ahead); | |
(2) all Pull Ahead Payments received or deposited by the Servicer since the preceding distribution date (or with respect to the first distribution date, since the cut-off date) with respect to any lease assets that became Pull Ahead Lease Assets during or prior to the related Collection Period; | |
(3) all Warranty Purchase Payments received or deposited by the Servicer in respect of lease assets during the related Collection Period; | |
(4) all Administrative Purchase Payments received or deposited by the Servicer in respect of lease assets during the related Collection Period; | |
(5) all Sale Proceeds received or deposited by the Servicer in respect of the lease assets during the related Collection Period; | |
(6) any Monthly Payment Advances and Residual Advances with respect to that distribution date; | |
(7) all Extended Lease Payments received or deposited by the Servicer with respect to Extended Leases during the related Collection Period; | |
(8) if the Servicer has exercised its right to purchase the lease assets as described in“The Trust Sale and Servicing Agreements—Termination—Servicer Purchase Option”in the accompanying prospectus, the purchase price for the lease assets that was deposited into the COLT collection account by the Servicer on that distribution date; | |
(9) all Insurance Proceeds received with respect to the lease assets during the related Collection Period; |
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(10) without double counting any amounts set forth above, the portion of any security deposits with respect to the lease assets deemed to be included as part of COLT Collections for the related Collection Period under the COLT Servicing Agreement; and | |
(11) any other amounts received by the Servicer during the related Collection Period with respect to the lease assets, other than Excluded Amounts, Supplemental Servicing Fees, Excess Payments and Sales and Use Tax Amounts. |
(1) the excess of (A) the sum of (i) all COLT Collections received by the Servicer on the lease assets during the related Collection Period and (ii) the Applied Extended Lease Payment Amount for that distribution date, over (B) the Unapplied Extended Lease Payment Amount for that distribution date;plus | |
(2) the amounts transferred from the reserve account to the COLT collection account on that distribution date as described under“—Monthly Withdrawals from and Deposits to the COLT Collection Account”below;minus | |
(3) any Outstanding Advances and liquidation expenses for which the Servicer is entitled to reimbursement under the COLT Servicing Agreement. |
(1) the Basic Servicing Fee [and the Additional Servicing Fee] for the Servicer; | |
(2) the Aggregate Noteholders’ Principal Distributable Amount; | |
(3) the Reserve Account Required Amount; | |
(4) the Reserve Account Available Amount; | |
(5) the Secured Note Principal Balance for each secured note; | |
(6) the aggregate Secured Note Principal Balance; | |
(7) the Secured Note Monthly Accrued Interest; | |
(8) the Secured Note Interest Distributable Amount; | |
(9) the Secured Note Principal Distributable Amount; | |
(10) the aggregate Outstanding Advances made by the Servicer; and | |
(11) all other amounts required to determine the amounts, if any, to be deposited into or paid from each of the COLT collection account, the reserve account and the Payment Ahead Servicing Account. |
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• | withdraw Excess Payments made during the preceding month from the COLT collection account and pay these amounts to the Servicer or, if required under the COLT Servicing Agreement, to the Payment Ahead Servicing Account; | |
• | transfer from the Payment Ahead Servicing Account (or, if the Servicer is not required to make deposits to the Payment Ahead Servicing Account on a daily basis under the COLT Servicing Agreement, the Servicer will deposit) to the COLT collection account the aggregate Applied Payments Ahead for that distribution date; | |
• | withdraw from the COLT collection account and pay to the Servicer any Outstanding Advances and liquidation expenses for which the Servicer is entitled to reimbursement under the COLT Servicing Agreement; and | |
• | withdraw from the reserve account and deposit into the COLT collection account an amount equal to the lesser of; |
(I) the Reserve Account Available Amount on that distribution date; and | |
(II) the excess, if any, of |
(A) the sum, for that distribution date, of the Basic Servicing Fee for the Servicer for that distribution date and any unpaid Basic Servicing Fees from prior distribution dates, the Aggregate Secured Note Interest Distributable Amount, the Secured Note Principal Distributable Amount and the CARAT Collection Account Shortfall Amount on that distribution date,over | |
(B) the excess of (i) the sum of (x) the COLT Collections with respect to the lease assets for that distribution date,plus (y) the Applied Extended Lease Payment Amount for that distribution date,over (ii) the sum of (x) the amount of any Outstanding Advances and liquidation expenses for which the Servicer is entitled to reimbursement under the COLT Servicing Agreement which have been withdrawn and paid to the Servicer on that distribution date,plus (y) the Unapplied Extended Lease Payment Amount for that distribution date. |
(1) to the Servicer, the Basic Servicing Fee and any unpaid Basic Servicing Fees from any preceding distribution date; | |
(2) to the Trust, as holder of the secured notes, pro rata based on the Secured Note Interest Distributable Amount due on each secured note, the Aggregate Secured Note Interest Distributable Amount; |
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(3) to the Trust, as holder of the secured notes, pro rata based on the Secured Note Principal Balance of each secured note [(other than any additional secured note issued on that distribution date)], the Secured Note Principal Distributable Amount; | |
(4) to the CARAT collection account, the CARAT Collection Account Shortfall Amount, if any; | |
(5) to the reserve account, an amount necessary to cause the Reserve Account Available Amount (after giving effect to any withdrawal from the reserve account on that distribution date) to equal the Reserve Account Required Amount for that distribution date; | |
[(6) to the Servicer, the Additional Servicing Fee, if any;] and | |
(7) the remainder to COLT, LLC, as certificateholder. |
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(1) amounts deposited in the CARAT collection account with respect to the CARAT Collection Account Shortfall Amount on or before that distribution date; | |
(2) all payments on the secured notes held by the Trust during the period from the last distribution date to but excluding the current distribution date; |
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(3) the amount, if any, paid by the swap counterparty to the Trust under any interest rate swap; and | |
(4) amounts paid for any secured notes repurchased by the Trust Administrator or the depositor. |
(1) the administration fee for the Trust Administrator; | |
(2) the Aggregate Noteholders’ Interest Distributable Amount, including the Aggregate Class A Interest Distributable Amount, the Aggregate Class B Interest Distributable Amount and the Aggregate Class C Interest Distributable Amount; | |
(3) [for any distribution date related to the amortization period, the First Priority Principal Distributable Amount and the Second Priority Principal Distributable Amount;] | |
(4) [for any distribution date related to the amortization period, the Noteholders’ Regular Principal Distributable Amount;] | |
(5) the net amount, if any, payable by the Trust under any interest rate swaps and swap termination amounts, if any, required to be paid on that distribution date; | |
(6) the amounts to be paid to the reserve account and to the certificateholders; and | |
(7) all other amounts required to determine the amounts, if any, to be deposited into or paid from each of the CARAT collection account and the note distribution account. |
(1) to the Trust Administrator, the administration fee for that distribution date and any unpaid administration fees from any preceding distribution date; |
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(2) to the swap counterparty, the net amount, if any, due under the interest rate swaps, other than any swap termination amounts; | |
(3) to the note distribution account for payment to the Class A Noteholders, the Aggregate Class A Interest Distributable Amount and any swap termination amounts due to the swap counterparty on the interest rate swaps related to the Class A Notes allocated ratably between the Aggregate Class A Interest Distributable Amount and these swap termination amounts in proportion to their respective amounts; | |
(4) to the note distribution account for payment to the Class B Noteholders, the Aggregate Class B Interest Distributable Amount and any swap termination amounts due to the swap counterparty on the interest rate swap related to the Class B-2 Notes allocated ratably between the Aggregate Class B Interest Distributable Amount and these swap termination amounts in proportion to their respective amounts; | |
(5) to the note distribution account for payment to the Class C Noteholders, the Aggregate Class C Interest Distributable Amount and any swap termination amounts due to the swap counterparty on the interest rate swap related to the Class C Notes allocated ratably between the Aggregate Class C Interest Distributable Amount and these swap termination amounts in proportion to their respective amounts; | |
(6) to deposit into the accumulation account, the amount available for reinvestment in additional secured notes, | |
(7) to the reserve account, the amount necessary to cause the Reserve Account Available Amount to equal the Reserve Account Required Amount (after giving effect to any distributions from the COLT collection account to the reserve account, if any, on that distribution date pursuant to clause (5) under“The Transfer and Servicing Agreements— Distributions on the Secured Notes— Priorities for Distributions from the COLT Collection Account”above); | |
(8) to deposit into the accumulation account, an amount equal to the excess, if any, of the reinvestment amount over the amount deposited into the accumulation account pursuant to clause (6) above, which amount will be available for reinvestment in additional secured notes; and | |
(9) to the certificateholders, all remaining amounts.] |
(1) to the Trust Administrator, the administration fee for that distribution date and any unpaid administration fees from any preceding distribution date; | |
(2) to the swap counterparty, the net amount, if any, due under the interest rate swaps, other than any swap termination amounts; | |
(3) to the note distribution account for payment to the Class A Noteholders, the Aggregate Class A Interest Distributable Amount and any swap termination amounts due to the swap counterparty on the interest rate swaps related to the Class A Notes |
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allocated ratably between the Aggregate Class A Interest Distributable Amount and these swap termination amounts in proportion to their respective amounts; | |
(4) to the note distribution account for payment to the noteholders, the First Priority Principal Distributable Amount; | |
(5) to the note distribution account for payment to the Class B Noteholders, the Aggregate Class B Interest Distributable Amount and any swap termination amounts due to the swap counterparty on the interest rate swap related to the Class B-2 Notes allocated ratably between the Aggregate Class B Interest Distributable Amount and these swap termination amounts in proportion to their respective amounts; | |
(6) to the note distribution account for payment to the noteholders, the Second Priority Principal Distributable Amount; | |
(7) to the note distribution account for payment to the Class C Noteholders, the Aggregate Class C Interest Distributable Amount and any swap termination amounts due to the swap counterparty on the interest rate swap related to the Class C Notes allocated ratably between the Aggregate Class C Interest Distributable Amount and these swap termination amounts in proportion to their respective amounts; | |
(8) to the note distribution account for payment to the noteholders, the Noteholders’ Regular Principal Distributable Amount; | |
(9) to the reserve account, the amount necessary to cause the Reserve Account Available Amount to equal the Reserve Account Required Amount (after giving effect to any distributions from the COLT collection account to the reserve account, if any, on that distribution date pursuant to clause (5) under“The Transfer and Servicing Agreements— Distributions on the Secured Notes— Priorities for Distributions from the COLT Collection Account”above); and | |
(10) to the certificateholders, all remaining amounts. |
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• | the Trust’s failure to make payments due under that primary swap; | |
• | the occurrence of an event of default (other than a bankruptcy related event of default) by the Trust under the CARAT Indenture after which the notes are declared due and payable or the CARAT indenture trustee sells the assets of the Trust or the occurrence of a bankruptcy related event of default with respect to the Trust under the CARAT Indenture, as described in the accompanying prospectus under“The Notes— The CARAT Indenture— CARAT Events of Default; Rights Upon CARAT Event of Default”; and | |
• | the Trust amends the CARAT Related Documents in a manner that materially and adversely affects the swap counterparty without the prior written consent of the swap counterparty. |
• | the failure by the swap counterparty to make payments due under that primary swap; | |
• | the breach by the swap counterparty of the agreement evidencing that primary swap; | |
• | the existence of a misrepresentation by the swap counterparty in the agreement evidencing that primary swap; and | |
• | the occurrence of bankruptcy and insolvency events with respect to the swap counterparty. |
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• | an event of default under the primary swap has occurred, the swap counterparty is the defaulting party and the Trust has declared a designated event; | |
• | a termination event has occurred where the swap counterparty is the affected party and no transfer of the swap counterparty’s responsibilities, as described above, is effected; | |
• | a credit downgrade, as described below, has occurred which did not result solely from a credit downgrade of GMAC, and no appropriate arrangements, as described below, are made; and | |
• | the Trust receives notice from the swap counterparty that it will be unable to make a swap payment on the next distribution date. |
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• | post collateral or make other appropriate credit support arrangements; or | |
• | obtain a substitute swap counterparty to assume the rights and obligations of the swap counterparty under the primary swap or of the contingent swap counterparty under the contingent assignment agreement, in either case so that the substitution would be acceptable to the Trust, which acceptance is not to be unreasonably withheld, and would result in a joint probability of at least “AA-” by Standard & Poor’s and “Aa3” by Moody’s. |
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Class | Class | Class | Class | Class | Class | Class | Class | |||||||||||||||||||||||||
A2-a | A2-b | A3-a | A3-b | A-4 | B-1 | B-2 | C | |||||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Selling Concession | Reallowance | |||||||
Class A-2a Notes | % | % | ||||||
Class A-2b Notes | % | % | ||||||
Class A-3a Notes | % | % | ||||||
Class A-3b Notes | % | % | ||||||
Class A-4 Notes | % | % | ||||||
Class B-1 Notes | % | % | ||||||
Class B-2 Notes | % | % | ||||||
Class C Notes | % | % |
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As a percent of initial | ||||||||
aggregate principal amount | ||||||||
of the offered notes | ||||||||
Sale of the Offered Notes Proceed | $ | |||||||
Underwriting Discount of the Notes | $ | |||||||
Additional Offering Expenses | $ | |||||||
Net Proceeds to Depositor | $ |
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(a) for each lease asset for which the Servicer has paid the Administrative Purchase Payment as of the close of business on the last day of the related Collection Period under the COLT Servicing Agreement, zero; | |
(b) for each lease asset for which GMAC has paid the Warranty Purchase Payment as of the close of business on the last day of the related Collection Period under the COLT Sale and Contribution Agreement, zero; | |
(c) for each lease asset that (i) terminated during or prior to the related Collection Period and reached its scheduled lease end date during or prior to the related Collection Period, (ii) became a Pull Ahead Lease Asset during or prior to the related Collection Period, or (iii) became an Extended Lease during or prior to the related Collection Period but, in each case, that did not become a Liquidating Lease Asset during or prior to the related Collection Period, the Lease Residual; | |
(d) for each lease asset that became a Liquidating Lease Asset during or prior to the related Collection Period, zero; and | |
(e) for each other lease asset, the sum of (i) the present value, as of the close of business on the last day of the related Collection Period (discounted at a rate equal to the Discount Rate and computed on the basis of a360-day year comprised of twelve30-day months), of each Monthly Lease Payment for that lease asset due after the last day of the related Collection Period, discounted from the first day of the Collection Period in which the Monthly Lease Payment is due to the last day of the related Collection Period, (ii) the aggregate amount of past due and unpaid Monthly Lease Payments for which no Advances have been made, and (iii) the present value, as of the close of business on the last day of the related Collection Period (discounted at a rate equal to the Discount Rate and computed on the basis of a360-day year comprised of twelve30-day months), of the Lease Residual for that lease asset, discounted from the first day of the Collection Period in which the scheduled lease end date for that lease asset occurs to the last day of the related Collection Period. |
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(a) the related vehicle was sold or otherwise disposed of by the Servicer following the scheduled or early termination of the related lease; | |
(b) the related lease terminated prior to the related Collection Period and reached its scheduled lease end date more than 120 days prior to the end of that Collection Period and as of the end of that Collection Period, the related vehicle remained unsold; | |
(c) the related lease became an Extended Lease on its scheduled lease end date, which scheduled lease end date shall have occurred more than 120 days prior to the end of that Collection Period and as of the end of that Collection Period, the related vehicle remained unsold; or | |
(d) the Servicer’s records, in accordance with its customary servicing procedures, disclose that all Insurance Proceeds expected to be received have been received by the Servicer following a casualty or other loss with respect to the related vehicle. |
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(A) the outstanding principal balance of the notes as of the close of the immediately preceding distribution date or in the case of the first distribution date, the outstanding principal balance of the notes on the closing date; and | |
(B) the excess, if any, of: |
(1) the outstanding principal balance of the notes on that distribution date (after giving effect to any Aggregate Noteholders’ Priority Principal Distributable Amount for that date),over(2) the result of the Aggregate ABS Value as of the close of business on the last day of the related Collection Period,minusthe Aggregate Overcollateralization Amount. |
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(1) all proceeds from the sale of the related vehicle following the termination of the lease, including any amounts realized from sales to dealers, during the related Collection Period,plus | |
(2) if the lease terminated prior to its scheduled lease end date (other than by reason of being a Pull Ahead Lease Asset), all amounts paid by the lessee in connection with the early termination of the lease,plus | |
(3) without duplication of any amounts described inclause (1)or(2), any other amounts (other than Excluded Amounts, Supplemental Servicing Fees, Excess Payments, any Extended Lease Payments on that lease asset and Sales and Use Tax Amounts) received by the Servicer during the related Collection Period with respect to |
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the lease after its scheduled lease end date, including all amounts collected by the Servicer in respect of excess wear and excess mileage charges for the related vehicle,minus | |
(4) the sum of (a) any liquidation expenses with respect to that lease asset, (b) any amounts that are required to be paid or refunded to the lessee and/or any other person or entity under applicable law and (c) any Sales and Use Tax Amounts payable under the lease. |
(a) the Secured Note Monthly Accrued Interest for that secured note on that distribution date; | |
(b) any Secured Note Interest Distributable Amount due but not paid with respect to that secured note on the preceding distribution date; and | |
(c) interest on any unpaid Secured Note Interest Distributable Amount specified in clause (b) determined by multiplying |
(1) the Secured Note Rate, by | |
(2) the amount of the unpaid Secured Note Interest Distributable Amount, and by | |
(3) 1/12. |
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(a) the Aggregate Secured Note Principal Balance at the close of business on the immediately preceding distribution date (after giving effect to any principal payments made on the secured notes on that date) (or with respect to the first distribution date, on the closing date); and | |
(b) an amount equal to the excess, if any, of (i) the aggregate Secured Note Principal Balance as of the close of business on the immediately preceding distribution date (after giving effect to any principal payments made on the secured notes on that date) (or with respect to the first distribution date, on the closing date),over(ii) the result of the Aggregate ABS Value as of the close of business on the last day of the related Collection Period minus the COLT Overcollateralization Amount. |
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Initial Aggregate | ||||||||||||||||||||||||||||||||||||||||||||||||
Initial Aggregate | ABS Value of the | |||||||||||||||||||||||||||||||||||||||||||||||
Principal Balance of | Series 2005-SN1 | |||||||||||||||||||||||||||||||||||||||||||||||
COLT 2005-SN1 | Lease Assets= | |||||||||||||||||||||||||||||||||||||||||||||||
Secured Notes= | $2,000,005,298.811 | |||||||||||||||||||||||||||||||||||||||||||||||
Delinquency | $1,970,002,649.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Cumulative Net | ||||||||||||||||||||||||||||||||||||||||||||||||
31-60 days | 61-90 days | Over 90 days | Cumulative Net | Losses (Gains) on | ||||||||||||||||||||||||||||||||||||||||||||
Losses (Gains) on | Returned Vehicles | |||||||||||||||||||||||||||||||||||||||||||||||
Number | Number | Number | Total | Early Term Defaults | Sold by GMAC | |||||||||||||||||||||||||||||||||||||||||||
Prepayment | of | of | of | Number of | ||||||||||||||||||||||||||||||||||||||||||||
Month | Speeds | Contracts | % | Contracts | % | Contracts | % | Contracts | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||
March-05 | ||||||||||||||||||||||||||||||||||||||||||||||||
April-05 | ||||||||||||||||||||||||||||||||||||||||||||||||
May-05 | ||||||||||||||||||||||||||||||||||||||||||||||||
June-05 | ||||||||||||||||||||||||||||||||||||||||||||||||
July-05 | ||||||||||||||||||||||||||||||||||||||||||||||||
August-05 | ||||||||||||||||||||||||||||||||||||||||||||||||
September-05 | ||||||||||||||||||||||||||||||||||||||||||||||||
October-05 | ||||||||||||||||||||||||||||||||||||||||||||||||
November-05 |
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Average | Minimum | Maximum | ||||||||||
ABS Value | ||||||||||||
Lease Residual | ||||||||||||
Seasoning (Months) | ||||||||||||
Remaining Term (Months) | ||||||||||||
Original Term (Months) | ||||||||||||
Lease Residual as a % of ABS Value | ||||||||||||
Lease Residual as a % of Adjusted MSRP | ||||||||||||
Percentage of New Vehicles | ||||||||||||
Weighted Average FICO Score | [Not available] | |||||||||||
FICO Score Range | [Not available] | |||||||||||
Cut-Off Date | March 1, 2005 |
Aggregate Lease | |||||||||||||||||||||
Percentage of | Percentage | Residual as a % | |||||||||||||||||||
Number of | Total Number of | Aggregate | of Aggregate | of Aggregate | |||||||||||||||||
Original Term | Lease Assets | Lease Assets | ABS Value | ABS Value | Adjusted MSRP | ||||||||||||||||
0 to 24 | |||||||||||||||||||||
25 to 36 | |||||||||||||||||||||
37 to 48 | |||||||||||||||||||||
Total | |||||||||||||||||||||
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Percentage of | Aggregate | Percentage of | Lease Residual | ||||||||||||||||||
Number of | Total Number of | ABS | Aggregate | as of % of | |||||||||||||||||
Scheduled Lease End Date | Lease Assets | Lease Assets | Value | ABS Value | Adjusted MSRP | ||||||||||||||||
Jun 2005 – Aug 2005 | |||||||||||||||||||||
Sep 2005 – Nov 2005 | |||||||||||||||||||||
Dec 2005 – Feb 2006 | |||||||||||||||||||||
Mar 2006 – May 2006 | |||||||||||||||||||||
Jun 2006 – Aug 2006 | |||||||||||||||||||||
Sep 2006 – Nov 2006 | |||||||||||||||||||||
Dec 2006 – Feb 2007 | |||||||||||||||||||||
Mar 2007 – May 2007 | |||||||||||||||||||||
Jun 2007 – Aug 2007 | |||||||||||||||||||||
Sep 2007 – Nov 2007 | |||||||||||||||||||||
Dec 2007 – Feb 2008 | |||||||||||||||||||||
Mar 2008 – May 2008 | |||||||||||||||||||||
Jun 2008 – Aug 2008 | |||||||||||||||||||||
Sep 2008 – Nov 2008 | |||||||||||||||||||||
Dec 2008 – Feb 2009 | |||||||||||||||||||||
Total | |||||||||||||||||||||
Percentage of | Aggregate | Percentage of | |||||||||||||||
Number of | Total Number of | ABS | Aggregate | ||||||||||||||
State of Origination | Lease Assets | Lease Assets | Value | ABS Value | |||||||||||||
Michigan | |||||||||||||||||
Florida | |||||||||||||||||
New Jersey | |||||||||||||||||
Pennsylvania | |||||||||||||||||
California | |||||||||||||||||
Indiana | |||||||||||||||||
Other | |||||||||||||||||
Total | |||||||||||||||||
A-4
Table of Contents
Percentage of | Aggregate | Percentage of | |||||||||||||||
Number of | Total Number of | ABS | Aggregate | ||||||||||||||
Breakdown by Vehicle Make | Lease Assets | Lease Assets | Value | ABS Value | |||||||||||||
Chevrolet | |||||||||||||||||
Cadillac | |||||||||||||||||
GMC | |||||||||||||||||
Pontiac | |||||||||||||||||
Buick | |||||||||||||||||
Saturn | |||||||||||||||||
Hummer | |||||||||||||||||
Oldsmobile | |||||||||||||||||
Total | |||||||||||||||||
Percentage of | Aggregate | Percentage of | |||||||||||||||
Number of | Total Number of | ABS | Aggregate | ||||||||||||||
Model | Lease Assets | Lease Assets | Value | ABS Value | |||||||||||||
Trailblazer | |||||||||||||||||
Envoy | |||||||||||||||||
Escalade | |||||||||||||||||
CTS | |||||||||||||||||
Deville | |||||||||||||||||
Grand Prix | |||||||||||||||||
Other | |||||||||||||||||
Total | |||||||||||||||||
Monthly | |||||||||
Residual | Payment | ||||||||
Month | Advances | Advances | |||||||
March – 05 | |||||||||
April – 05 | |||||||||
May – 05 | |||||||||
Jun – 05 | |||||||||
Jul – 05 | |||||||||
Aug – 05 | |||||||||
Sep – 05 | |||||||||
Oct – 05 | |||||||||
Nov – 05 | |||||||||
Total | |||||||||
A-5
Table of Contents
Pull Ahead Payments | |||||
March – 05 | |||||
April – 05 | |||||
May – 05 | |||||
Jun – 05 | |||||
Jul – 05 | |||||
Aug – 05 | |||||
Sept – 05 | |||||
Oct – 05 | |||||
Nov – 05 | |||||
Total | |||||
A-6
Table of Contents
Initial Aggregate ABS Value of the | Initial Aggregate ABS Value of the | |||||||||||||||||||
Series 2001 Lease Assets = | Series 2001 Lease Assets = | |||||||||||||||||||
$9,436,307,776.96 | $9,436,307,776.96 | |||||||||||||||||||
Cumulative Gross Losses (Gains) | Cumulative Gross Losses (Gains) | |||||||||||||||||||
on Early Term Defaults | on Returned Vehicles Sold by GMAC | |||||||||||||||||||
Total Number | ||||||||||||||||||||
Quarter | of Contracts | $ | % | $ | % | |||||||||||||||
2001 Q1 | ||||||||||||||||||||
2001 Q2 | ||||||||||||||||||||
2001 Q3 | ||||||||||||||||||||
2001 Q4 | ||||||||||||||||||||
2002 Q1 | ||||||||||||||||||||
2002 Q2 | ||||||||||||||||||||
2002 Q3 | ||||||||||||||||||||
2002 Q4 | ||||||||||||||||||||
2003 Q1 | ||||||||||||||||||||
2003 Q2 | ||||||||||||||||||||
2003 Q3 | ||||||||||||||||||||
2003 Q4 | ||||||||||||||||||||
2004 Q1 | ||||||||||||||||||||
2004 Q2 | ||||||||||||||||||||
2004 Q3 | ||||||||||||||||||||
2004 Q4 | ||||||||||||||||||||
2005 Q1 | ||||||||||||||||||||
2005 Q2 | ||||||||||||||||||||
2005 Q3 |
A-7
Table of Contents
Average | Minimum | Maximum | ||||||||||
ABS Value | ||||||||||||
Lease Residual | ||||||||||||
Seasoning (Months) | ||||||||||||
Remaining Term (Months) | ||||||||||||
Original Term (Months) | ||||||||||||
Lease Residual as a % of ABS Value | ||||||||||||
Lease Residual as a % of Adjusted MSRP | ||||||||||||
Percentage of New Vehicles | ||||||||||||
Weighted Average FICO Score | ||||||||||||
FICO Score Range |
Aggregate Lease | |||||||||||||||||||||
Percentage of | Aggregate | Percentage of | Residual as a % | ||||||||||||||||||
Number of | Total Number of | ABS | Aggregate | of Aggregate | |||||||||||||||||
Original Term | Lease Assets | Lease Assets | Value | ABS Value | Adjusted MSRP | ||||||||||||||||
0 to 24 | |||||||||||||||||||||
25 to 36 | |||||||||||||||||||||
37 to 48 | |||||||||||||||||||||
Greater than 48 | |||||||||||||||||||||
Total | |||||||||||||||||||||
Percentage of | Aggregate | Percentage of | Lease Residual | ||||||||||||||||||
Number of | Total Number of | ABS | Aggregate | as of % of | |||||||||||||||||
Scheduled Lease End Date | Lease Assets | Lease Assets | Value | ABS Value | Adjusted MSRP | ||||||||||||||||
Sep 2005 – Nov 2005 | |||||||||||||||||||||
Dec 2005 – Feb 2006 | |||||||||||||||||||||
Mar 2006 – May 2006 | |||||||||||||||||||||
Jun 2006 – Aug 2006 | |||||||||||||||||||||
Sep 2006 – Nov 2006 | |||||||||||||||||||||
Total | |||||||||||||||||||||
A-8
Table of Contents
Percentage of | Aggregate | Percentage of | |||||||||||||||
Number of | Total Number of | ABS | Aggregate | ||||||||||||||
State of Origination | Lease Assets | Lease Assets | Value | ABS Value | |||||||||||||
Michigan | |||||||||||||||||
New York | |||||||||||||||||
Ohio | |||||||||||||||||
California | |||||||||||||||||
Florida | |||||||||||||||||
New Jersey | |||||||||||||||||
Other | |||||||||||||||||
Total | |||||||||||||||||
Percentage of | Percentage of | ||||||||||||||||
Number of | Total Number of | Aggregate | Aggregate | ||||||||||||||
Breakdown by Vehicle Make | Lease Assets | Lease Assets | ABS Value | ABS Value | |||||||||||||
Buick | |||||||||||||||||
Cadillac | |||||||||||||||||
Chevrolet | |||||||||||||||||
GMC | |||||||||||||||||
Hummer | |||||||||||||||||
Oldsmobile | |||||||||||||||||
Pontiac | |||||||||||||||||
Saturn | |||||||||||||||||
Other | |||||||||||||||||
Total | |||||||||||||||||
Percentage of | Percentage of | ||||||||||||||||
Number of | Total Number of | Aggregate | Aggregate | ||||||||||||||
Model | Lease Assets | Lease Assets | ABS Value | ABS Value | |||||||||||||
Deville | |||||||||||||||||
Blazer | |||||||||||||||||
Trailblazer | |||||||||||||||||
Other | |||||||||||||||||
Total | |||||||||||||||||
A-9
Table of Contents
Average Waived | ||||||||
Quarter | Units | Payments | ||||||
May - Jun 02 | ||||||||
3Q2002 | ||||||||
4Q2002 | ||||||||
1Q2003 | ||||||||
2Q2003 | ||||||||
3Q2003 | ||||||||
4Q2003 | ||||||||
1Q2004 | ||||||||
2Q2004 | ||||||||
3Q2004 | ||||||||
4Q2004 | ||||||||
1Q2005 | ||||||||
2Q2005 | ||||||||
3Q2005 |
Initial Aggregate ABS Value of the | Initial Aggregate ABS Value of the | |||||||||||||||||||
Series 2002 Lease Assets = | Series 2002 Lease Assets = | |||||||||||||||||||
$9,152,543,887.80 | $9,152,543,887.80 | |||||||||||||||||||
Cumulative Gross Losses (Gains) | Cumulative Gross Losses (Gains) | |||||||||||||||||||
on Early Term Defaults | on Returned Vehicles Sold by GMAC | |||||||||||||||||||
Total Number | ||||||||||||||||||||
Quarter | of Contracts | $ | % | $ | % | |||||||||||||||
2002 Q1 | ||||||||||||||||||||
2002 Q2 | ||||||||||||||||||||
2002 Q3 | ||||||||||||||||||||
2002 Q4 | ||||||||||||||||||||
2003 Q1 | ||||||||||||||||||||
2003 Q2 | ||||||||||||||||||||
2003 Q3 | ||||||||||||||||||||
2003 Q4 | ||||||||||||||||||||
2004 Q1 | ||||||||||||||||||||
2004 Q2 | ||||||||||||||||||||
2004 Q3 | ||||||||||||||||||||
2004 Q4 | ||||||||||||||||||||
2005 Q1 | ||||||||||||||||||||
2005 Q2 | ||||||||||||||||||||
2005 Q3 |
A-10
Table of Contents
Average | Minimum | Maximum | ||||||||||
ABS Value | ||||||||||||
Lease Residual | ||||||||||||
Seasoning (Months) | ||||||||||||
Remaining Term (Months) | ||||||||||||
Original Term (Months) | ||||||||||||
Lease Residual as a % of ABS Value | ||||||||||||
Lease Residual as a % of Adjusted MSRP | ||||||||||||
Percentage of New Vehicles | ||||||||||||
Weighted Average FICO Score | [Not available] | |||||||||||
FICO Score Range | [Not available] |
Aggregate | |||||||||||||||||||||
Lease | |||||||||||||||||||||
Residual as | |||||||||||||||||||||
Percentage of | a % of | ||||||||||||||||||||
Total | Percentage of | Aggregate | |||||||||||||||||||
Number of | Number of | Aggregate | Aggregate | Adjusted | |||||||||||||||||
Original Term | Lease Assets | Lease Assets | ABS Value | ABS Value | MSRP | ||||||||||||||||
0 to 24 | |||||||||||||||||||||
25 to 36 | |||||||||||||||||||||
37 to 48 | |||||||||||||||||||||
Greater than 48 | |||||||||||||||||||||
Total | |||||||||||||||||||||
Percentage of | |||||||||||||||||||||
Total | Percentage of | Lease Residual | |||||||||||||||||||
Number of | Number of | Aggregate | Aggregate | as of % of | |||||||||||||||||
Scheduled Lease End Date | Lease Assets | Lease Assets | ABS Value | ABS Value | Adjusted MSRP | ||||||||||||||||
Sep 2005 - Nov 2005 | |||||||||||||||||||||
Dec 2005 - Feb 2006 | |||||||||||||||||||||
Mar 2006 - May 2006 | |||||||||||||||||||||
Jun 2006 - Aug 2006 | |||||||||||||||||||||
Sep 2006 - Nov 2006 | |||||||||||||||||||||
Dec 2006 - Feb 2007 | |||||||||||||||||||||
Mar 2007 - May 2007 | |||||||||||||||||||||
Total | |||||||||||||||||||||
A-11
Table of Contents
Percentage of | |||||||||||||||||
Total | Percentage of | ||||||||||||||||
Number of | Number of | Aggregate | Aggregate | ||||||||||||||
State of Origination | Lease Assets | Lease Assets | ABS Value | ABS Value | |||||||||||||
Michigan | |||||||||||||||||
New York | |||||||||||||||||
Ohio | |||||||||||||||||
New Jersey | |||||||||||||||||
Florida | |||||||||||||||||
California | |||||||||||||||||
Pennsylvania | |||||||||||||||||
Other | |||||||||||||||||
Total | |||||||||||||||||
Percentage of | Percentage of | ||||||||||||||||
Number of | Total Number | Aggregate | Aggregate | ||||||||||||||
Breakdown by Vehicle Make | Lease Assets | of Lease Assets | ABS Value | ABS Value | |||||||||||||
Buick | |||||||||||||||||
Cadillac | |||||||||||||||||
Chevrolet | |||||||||||||||||
GMC | |||||||||||||||||
Hummer | |||||||||||||||||
Oldsmobile | |||||||||||||||||
Pontiac | |||||||||||||||||
Saturn | |||||||||||||||||
Other | |||||||||||||||||
Total | |||||||||||||||||
Percentage of | Percentage of | ||||||||||||||||
Number of | Total Number | Aggregate | Aggregate | ||||||||||||||
Model | Lease Assets | of Lease Assets | ABS Value | ABS Value | |||||||||||||
Trailblazer | |||||||||||||||||
Deville | |||||||||||||||||
Blazer | |||||||||||||||||
Envoy | |||||||||||||||||
Other | |||||||||||||||||
Total | |||||||||||||||||
A-12
Table of Contents
Average Waived | ||||||||
Quarter | Units | Payments | ||||||
May - Jun 02 | ||||||||
3Q2002 | ||||||||
4Q2002 | ||||||||
1Q2003 | ||||||||
2Q2003 | ||||||||
3Q2003 | ||||||||
4Q2003 | ||||||||
1Q2004 | ||||||||
2Q2004 | ||||||||
3Q2004 | ||||||||
4Q2004 | ||||||||
1Q2005 | ||||||||
2Q2005 | ||||||||
3Q2005 |
A-13
Table of Contents
Initial Aggregate ABS Value of the | Initial Aggregate ABS Value of the | |||||||||||||||||||
Series 2003 Lease Assets = | Series 2003 Lease Assets = | |||||||||||||||||||
$6,802,085,125.88 | $6,802,085,125.88 | |||||||||||||||||||
Cumulative Gross Losses (Gains) | Cumulative Gross Losses (Gains) | |||||||||||||||||||
on Early Term Defaults | on Returned Vehicles Sold by GMAC | |||||||||||||||||||
Total Number | ||||||||||||||||||||
Quarter | of Contracts | $ | % | $ | % | |||||||||||||||
2003 Q1 | ||||||||||||||||||||
2003 Q2 | ||||||||||||||||||||
2003 Q3 | ||||||||||||||||||||
2003 Q4 | ||||||||||||||||||||
2004 Q1 | ||||||||||||||||||||
2004 Q2 | ||||||||||||||||||||
2004 Q3 | ||||||||||||||||||||
2004 Q4 | ||||||||||||||||||||
2005 Q1 | ||||||||||||||||||||
2005 Q2 | ||||||||||||||||||||
2005 Q3 |
Average | Minimum | Maximum | ||||||||||
ABS Value | ||||||||||||
Lease Residual | ||||||||||||
Seasoning (Months) | ||||||||||||
Remaining Term (Months) | ||||||||||||
Original Term (Months) | ||||||||||||
Lease Residual as a % of ABS Value | ||||||||||||
Lease Residual as a % of Adjusted MSRP | ||||||||||||
Percentage of New Vehicles | ||||||||||||
Weighted Average FICO Score | [Not available] | |||||||||||
FICO Score Range | [Not available] |
A-14
Table of Contents
Percentage of | Aggregate Lease | ||||||||||||||||||||
Total | Percentage of | Residual as a % | |||||||||||||||||||
Number of | Number of | Aggregate | Aggregate | of Aggregate | |||||||||||||||||
Original Term | Lease Assets | Lease Assets | ABS Value | ABS Value | Adjusted MSRP | ||||||||||||||||
0 to 24 | |||||||||||||||||||||
25 to 36 | |||||||||||||||||||||
37 to 48 | |||||||||||||||||||||
Total | |||||||||||||||||||||
Percentage of | |||||||||||||||||||||
Total | Percentage of | Lease Residual as | |||||||||||||||||||
Number of | Number of | Aggregate | Aggregate | of % of Adjusted | |||||||||||||||||
Scheduled Lease End Date | Lease Assets | Lease Assets | ABS Value | ABS Value | MSRP | ||||||||||||||||
Sep 2005 - Nov 2005 | |||||||||||||||||||||
Dec 2005 - Feb 2006 | |||||||||||||||||||||
Mar 2006 - May 2006 | |||||||||||||||||||||
Jun 2006 - Aug 2006 | |||||||||||||||||||||
Sep 2006 - Nov 2006 | |||||||||||||||||||||
Dec 2006 - Feb 2007 | |||||||||||||||||||||
Mar 2007 - May 2007 | |||||||||||||||||||||
Jun 2007 - Aug 2007 | |||||||||||||||||||||
Sep 2007 - Nov 2007 | |||||||||||||||||||||
Dec 2007 - Feb 2008 | |||||||||||||||||||||
Mar 2008 - May 2008 | |||||||||||||||||||||
Total | |||||||||||||||||||||
Percentage of | Percentage of | ||||||||||||||||
Number of | Total Number of | Aggregate | Aggregate | ||||||||||||||
State of Origination | Lease Assets | Lease Assets | ABS Value | ABS Value | |||||||||||||
Michigan | |||||||||||||||||
Ohio | |||||||||||||||||
New Jersey | |||||||||||||||||
New York | |||||||||||||||||
Florida | |||||||||||||||||
Pennsylvania | |||||||||||||||||
Other | |||||||||||||||||
Total | |||||||||||||||||
A-15
Table of Contents
Percentage of | Percentage of | ||||||||||||||||
Number of | Total Number | Aggregate | Aggregate | ||||||||||||||
Breakdown by Vehicle Make | Lease Assets | of Lease Assets | ABS Value | ABS Value | |||||||||||||
Buick | |||||||||||||||||
Cadillac | |||||||||||||||||
Chevrolet | |||||||||||||||||
GMC | |||||||||||||||||
Hummer | |||||||||||||||||
Oldsmobile | |||||||||||||||||
Pontiac | |||||||||||||||||
Saturn | |||||||||||||||||
Other | |||||||||||||||||
Total | |||||||||||||||||
Percentage of | Percentage of | ||||||||||||||||
Number of | Total Number | Aggregate | Aggregate | ||||||||||||||
Model | Lease Assets | of Lease Assets | ABS Value | ABS Value | |||||||||||||
Deville | |||||||||||||||||
Trailblazer | |||||||||||||||||
CTS | |||||||||||||||||
Grand Prix | |||||||||||||||||
Other | |||||||||||||||||
Total | |||||||||||||||||
Average Waived | ||||||||
Quarter | Units | Payments | ||||||
May - Jun 02 | ||||||||
3Q2002 | ||||||||
4Q2002 | ||||||||
1Q2003 | ||||||||
2Q2003 | ||||||||
3Q2003 | ||||||||
4Q2003 | ||||||||
1Q2004 | ||||||||
2Q2004 | ||||||||
3Q2004 | ||||||||
4Q2004 | ||||||||
1Q2005 | ||||||||
2Q2005 | ||||||||
3Q2005 |
A-16
Table of Contents
Initial Aggregate ABS Value of the | Initial Aggregate ABS Value of the | |||||||||||||||||||
Series 2004 Lease Assets = | Series 2004 Lease Assets = | |||||||||||||||||||
$8,745,344,880.09 | $8,745,344,880.09 | |||||||||||||||||||
Cumulative Gross Losses (Gains) | Cumulative Gross Losses (Gains) | |||||||||||||||||||
on Early Term Defaults | on Returned Vehicles Sold by GMAC | |||||||||||||||||||
Total Number | ||||||||||||||||||||
Quarter | of Contracts | $ | % | $ | % | |||||||||||||||
2004 Q1 | ||||||||||||||||||||
2004 Q2 | ||||||||||||||||||||
2004 Q3 | ||||||||||||||||||||
2004 Q4 | ||||||||||||||||||||
2005 Q1 | ||||||||||||||||||||
2005 Q2 | ||||||||||||||||||||
2005 Q3 |
Average | Minimum | Maximum | ||||||||||
ABS Value | ||||||||||||
Lease Residual | ||||||||||||
Seasoning (Months) | ||||||||||||
Remaining Term (Months) | ||||||||||||
Original Term (Months) | ||||||||||||
Lease Residual as a % of ABS Value | ||||||||||||
Lease Residual as a % of Adjusted MSRP | ||||||||||||
Percentage of New Vehicles | ||||||||||||
Weighted Average FICO Score | [Not available] | |||||||||||
FICO Score Range | [Not available] |
A-17
Table of Contents
Aggregate | |||||||||||||||||||||
Lease | |||||||||||||||||||||
Residual as | |||||||||||||||||||||
a % of | |||||||||||||||||||||
Percentage of | Aggregate | Percentage of | Aggregate | ||||||||||||||||||
Original | Number of | Total Number | ABS | Aggregate | Adjusted | ||||||||||||||||
Term | Lease Assets | of Lease Assets | Value | ABS Value | MSRP | ||||||||||||||||
0 to 24 | % | % | |||||||||||||||||||
25 to 36 | % | % | |||||||||||||||||||
37 to 48 | % | % | |||||||||||||||||||
Total | % | % | |||||||||||||||||||
Percentage of | Aggregate | Percentage of | Lease Residual | ||||||||||||||||||
Scheduled Lease | Number of | Total Number | ABS | Aggregate | as of % of | ||||||||||||||||
End Date | Lease Assets | of Lease Assets | Value | ABS Value | Adjusted MSRP | ||||||||||||||||
Sep 2005-Nov 2005 | |||||||||||||||||||||
Dec 2005-Feb 2006 | |||||||||||||||||||||
Mar 2006-May 2006 | |||||||||||||||||||||
Jun 2006-Aug 2006 | |||||||||||||||||||||
Sep 2006-Nov 2006 | |||||||||||||||||||||
Dec 2006-Feb 2007 | |||||||||||||||||||||
Mar 2007-May 2007 | |||||||||||||||||||||
Jun 2007-Aug 2007 | |||||||||||||||||||||
Sep 2006-Nov 2007 | |||||||||||||||||||||
Dec 2007-Feb 2008 | |||||||||||||||||||||
Mar 2008-May 2008 | |||||||||||||||||||||
Jun 2008-Aug 2008 | |||||||||||||||||||||
Sep 2008-Nov 2008 | |||||||||||||||||||||
Dec 2008-Feb 2009 | |||||||||||||||||||||
Mar 2009-May 2009 | |||||||||||||||||||||
Total | |||||||||||||||||||||
Percentage of | Aggregate | Percentage of | |||||||||||||||
State of | Number of | Total Number of | ABS | Aggregate | |||||||||||||
Origination | Lease Assets | Lease Assets | Value | ABS Value | |||||||||||||
Michigan | % | % | |||||||||||||||
Ohio | % | % | |||||||||||||||
Florida | % | % | |||||||||||||||
Pennsylvania | % | % | |||||||||||||||
California | % | % | |||||||||||||||
New Jersey | % | % | |||||||||||||||
Indiana | % | % | |||||||||||||||
Other | % | % | |||||||||||||||
Total | % | ||||||||||||||||
A-18
Table of Contents
Percentage of | Aggregate | Percentage of | |||||||||||||||
Breakdown by | Number of | Total Number of | ABS | Aggregate | |||||||||||||
Vehicle Make | Lease Assets | Lease Assets | Value | ABS Value | |||||||||||||
Buick | % | % | |||||||||||||||
Cadillac | % | % | |||||||||||||||
Chevrolet | % | % | |||||||||||||||
GMC | % | % | |||||||||||||||
Hummer | % | % | |||||||||||||||
Oldsmobile | % | % | |||||||||||||||
Pontiac | % | % | |||||||||||||||
Saturn | % | % | |||||||||||||||
Other | % | % | |||||||||||||||
Total | % | % | |||||||||||||||
Percentage of | Aggregate | Percentage of | |||||||||||||||
Number of | Total Number of | ABS | Aggregate | ||||||||||||||
Model | Lease Assets | Lease Assets | Value | ABS Value | |||||||||||||
Trailblazer | % | % | |||||||||||||||
CTS | % | % | |||||||||||||||
Deville | % | % | |||||||||||||||
Other | % | % | |||||||||||||||
Total | % | % | |||||||||||||||
Average Waived | ||||||||
Quarter | Units | Payments | ||||||
May-Jun 02 | ||||||||
3Q2002 | ||||||||
4Q2002 | ||||||||
1Q2003 | ||||||||
2Q2003 | ||||||||
3Q2003 | ||||||||
4Q2003 | ||||||||
1Q2004 | ||||||||
2Q2004 | ||||||||
3Q2004 | ||||||||
4Q2004 | ||||||||
1Q2005 | ||||||||
2Q2005 | ||||||||
3Q2005 |
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The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
You should consider carefully the risk factors beginning on page 1 in this prospectus. |
The Issuing Entities—
• | The depositor will form a new issuing entity to issue each series of securities. |
• | The primary assets of each issuing entity will be: |
• | a series of non-recourse secured notes secured by new or used automobile and light duty truck leases and the related leased vehicles and all moneys due on the secured notes on and after the closing date; |
• | the lease assets, including payments under leases and amounts received upon sale of leased vehicles; |
• | proceeds from claims on any insurance policies relating to the leases and the leased vehicles; |
• | any recourse against dealers on the leases; |
• | rights of the issuing entity under the VAULT Trust Agreement (solely with respect to the vehicles that are included in the related lease assets), the Trust Sale and Administration Agreement, the COLT Indenture, the COLT Sale and Contribution Agreement, the COLT Custodian Agreement, the COLT Servicing Agreement and the other documents relating to the issuing entity; and |
• | the COLT reserve account and all proceeds thereof. |
• | will represent indebtedness of the issuing entity that issued those securities, in the case of notes, or beneficial interests in the issuing entity that issued those securities, in the case of certificates; |
• | will be paid only from the assets of the issuing entity that issued those securities and amounts on deposit in any CARAT reserve account for that issuing entity; |
• | will represent the right to payments in the amounts and at the times described in the accompanying prospectus supplement; |
• | may benefit from one or more forms of credit enhancement; and |
• | will be issued as part of a designated series, which will include one or more classes of notes and may include one or more classes of certificates. |
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Lack of First Priority Liens on Leased Vehicles, Leases or Secured Notes Could Make the Leases Uncollectible and Reduce or Delay Payments on the Secured Notes and the Securities | If the security interests in the leases, leased vehicles or secured notes as described in“Legal Aspects of the Secured Notes and the Lease Assets—Security Interest in the Secured Notes and the Leases and Leased Vehicles”are not properly perfected, the interests of GMAC, the depositor, the Trust and the CARAT indenture trustee in the leases, leased vehicles or secured notes would be subordinate to, among others, the following: | |
(1) a bankruptcy trustee of the obligor; | ||
(2) a subsequent purchaser of the leases, leased vehicles or secured notes; | ||
(3) a holder of a perfected security interest; and | ||
(4) a person who became a lien creditor with respect to the leases, leased vehicles or secured notes. | ||
The Trust and the CARAT indenture trustee may not be able to collect on the secured notes in the absence of a perfected security interest in the related leases and leased vehicles. Even if the Trust and the CARAT indenture trustee have a perfected security interest in the leases and leased vehicles, events could jeopardize the interest, such as: | ||
(1) fraud or forgery by the vehicle owner; | ||
(2) negligence or fraud by the servicer; | ||
(3) mistakes by governmental agencies; and | ||
(4) liens for repairs or unpaid taxes. | ||
See“Legal Aspects of the Secured Notes and the Lease Assets—Security Interest in the Secured Notes and the Leases and Leased Vehicles”in this prospectus for other events that could jeopardize that interest. | ||
GMAC, the depositor and the CARAT indenture trustee will file financing statements with respect to the secured notes sold to the Trust. The financing statements will perfect the security interest of the depositor, the Trust and the CARAT indenture trustee in the secured notes. The CARAT indenture trustee will also perfect its security interest in the secured notes by having COLT deliver possession of the secured notes to the CARAT indenture trustee or a custodian thereof. See“Legal Aspects of the Secured Notes and the Lease Assets— Security Interest in the Secured Notes and the Leases and Leased Vehicles”in this prospectus. |
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If any other party purchases or takes a security interest in the leases: | ||
(1) for value, | ||
(2) in the ordinary course of business and | ||
(3) without actual knowledge of the depositor’s, the Trust’s or the CARAT indenture trustee’s interest, then, that purchaser or secured party will acquire an interest in the leases that is senior to the Trust’s and the CARAT indenture trustee’s interest, and the collections on those leases may not be available to make payments on your securities to the extent of such purchaser or secured party’s interest. | ||
New Car Incentive Purchase Programs, Price Reductions and other Market Factors May Reduce the Value of the Vehicles that Secure the Secured Notes | The pricing of used cars is affected by the supply and demand for those cars, which, in turn, is affected by consumer tastes, economic factors, the introduction and pricing of new car models and other factors. Decisions by General Motors with respect to new vehicle production, pricing and incentives may affect used car prices, particularly those for the same or similar models. A decrease in the demand for used cars may impact the residual value and residual realization of the leased vehicles securing the secured notes. Decreases in the residual value of those vehicles may, in turn, reduce the incentive of obligors to purchase vehicles upon lease termination and may also decrease the residual realized by the Trust from vehicle repossessions and sales after lease termination. | |
GMAC’s Bankruptcy Could Reduce or Delay Payments on the Securities | If GMAC filed for bankruptcy under the federal bankruptcy code or any state insolvency laws, a court may: | |
(1) consolidate the assets and liabilities of VAULT, the depositor, COLT or COLT, LLC with those of GMAC; | ||
(2) decide that the sale of the secured notes to the depositor was not a “true sale;” | ||
(3) decide that the transfer of the lease assets to COLT was not a “true sale;” | ||
(4) disallow a transfer of secured notes prior to the bankruptcy; or | ||
(5) disallow a transfer of lease assets prior to the bankruptcy. | ||
If the secured notes became part of GMAC’s bankruptcy estate, you might experience reductions and/or delays in payments on your securities. |
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See“Bankruptcy Aspects of the Secured Notes— Payments on the Notes and Certificates”in this prospectus. | ||
Limited Enforceability of the Leases Could Reduce or Delay Payments on the Securities | Federal and state consumer protection laws regulate the creation and enforcement of consumer leases such as the leases securing the secured notes. Specific statutory liabilities are imposed upon creditors who fail to comply with these regulatory provisions. In some cases, this liability could affect an assignee’s ability to enforce leases such as those securing the secured notes. If an obligor had a claim for violation of these laws prior to the respective cut-off date, GMAC must repurchase the related lease asset unless the breach is cured. If GMAC fails to repurchase the lease asset, you might experience reductions and/or delays in payments on your securities. See“Legal Aspects of the Secured Notes and the Lease Assets—Consumer Protection Laws”in this prospectus. | |
You May Receive an Early Return of Your Investment or Incur a Shortfall in the Return of Your Investment Following an Event of Default Under the CARAT Indenture or the COLT Indenture | If an event of default occurs under the CARAT indenture, the holders of a majority of the aggregate principal balance of the controlling class of notes may declare the accrued interest and outstanding principal immediately due and payable. In that event, the CARAT indenture trustee may sell the secured notes and other assets of the Trust and apply the proceeds to prepay the notes. The manner of sale will affect the amount of proceeds received and available for distribution. The liquidation and distribution of Trust assets will result in an early return of principal to noteholders. You may not be able to reinvest the principal repaid to you for a rate of return or a maturity date that is as favorable as those on your notes. Also, the proceeds from sale of the secured notes may not be sufficient to fully pay amounts owed on the securities. Those circumstances may result in losses to securityholders. In addition, under a particular series of notes, as specified in the applicable prospectus supplement, notes of various classes that pay sequentially prior to an acceleration may pay proportionately in equal priority following an event of default that results in an acceleration. That change in priority of distributions will result in certain securityholders receiving a return of their principal faster or more slowly than they would have in the case of sequential payment. | |
GMAC, COLT and the Depositor Have Limited Obligations to the Trusts and They Will Not Make Payments on the Securities | GMAC, COLT, the depositor and their respective affiliates are generally not obligated to make any payments to you on your securities and do not guarantee payments on the leases, the residual value of the leased vehicles, the secured notes or your notes or certificates. However, GMAC will make representations and warranties |
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regarding the characteristics of the lease assets and the secured notes, and these representations and warranties will then be assigned to the Trust. If GMAC breaches the representations and warranties, it may be required to repurchase the applicable lease assets from COLT and any applicable secured notes from the Trust. | ||
If GMAC fails to repurchase the lease assets or the secured notes, you might experience reductions and/or delays in payments on your securities. See“The Transfer and Servicing Agreements—Sale and Assignment of Lease Assets and Secured Notes”in this prospectus. | ||
The Assets of Each Trust Are Limited and Are the Only Source of Payment for the Securities | The Trust will not have any significant assets or sources of funds other than its secured notes, its rights in any CARAT reserve account or other rights or credit enhancements as are specified in the prospectus supplement for that Trust. The securities will only represent interests in the Trust from which they were issued. The securities will not be insured or guaranteed by GMAC, COLT, the depositor, the CARAT owner trustee, the CARAT indenture trustee COLT, LLC, the COLT owner trustee, the COLT indenture trustee or any of their affiliates. You must rely primarily on collections on the lease assets that secure the secured notes that secure your securities and, if set forth in the related prospectus supplement, any COLT reserve account or CARAT reserve account, for repayment of your securities. In addition, for defaulted leases, you may have to look to the lessees of those leases and the proceeds from the repossession and sale of leased vehicles that secure defaulted leases. If these sources are insufficient, you may receive payments late or may not receive back your full principal investment or all interest due to you. See“The Transfer and Servicing Agreements— Distributions,” “— Credit Enhancement”and“Legal Aspects of the Secured Notes and the Lease Assets”in this prospectus. | |
The Absence of a Liquid Market for the Securities Would Limit Your Ability to Resell the Securities | The securities will not be listed on any securities exchange. Therefore, in order to sell your securities, you will need to find a willing buyer. The underwriters may assist in the resale of securities, but they are not required to do so. A secondary market for any securities may not develop. The absence of a secondary market could limit your ability to sell your securities. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your securities. |
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The Servicer Has Discretion Over the Servicing of the Lease Assets and the Manner in Which the Servicer Applies that Discretion May Impact the Amount and Timing of Funds Available to Pay Principal and Interest on the Securities | The Servicer has discretion in servicing the lease assets, including the ability to grant payment waivers or extensions and to determine the timing and method of collection, liquidation and whether it expects to recoup a potential servicer advance from subsequent collections or recoveries on any lease asset and, therefore, whether or not to make that servicer advance as described in“The Transfer and Servicing Agreements— Advances by the Servicer”in this prospectus. The manner in which the Servicer exercises that discretion could have an impact on the amount and timing of receipts by the Trust from the secured notes. If the Servicer determines not to advance funds, or if other servicing procedures do not maximize the receipts from the lease assets, the result may be losses or delays in payment on your securities. | |
Temporary Commingling of Funds by the Servicer Prior to Their Deposit into the Collection Account May Result in Losses or Delays in Payment on the Securities | The Servicer receives collections on the lease assets into an account of the Servicer that contains other funds of the Servicer and amounts collected by the Servicer in respect of other lease assets. Generally, the Servicer is not required to transfer those funds to the COLT collection account until two business days following receipt. This temporary commingling of funds prior to the deposit of collections on the lease assets into the COLT collection account may result in a delay or reduction in the amounts available to make payments on the securities if, in the event of a bankruptcy of the Servicer, the Servicer or the bankruptcy trustee is unable to specifically identify those funds and there are competing claims on those funds by other creditors of the Servicer. | |
Replacing the Servicer May Reduce or Delay Payments on the Securities | If GMAC were to cease acting as Servicer, collection practices of a successor servicer, which under certain circumstances may be the COLT indenture trustee, may vary from those of GMAC. In addition, after a successor servicer is appointed, the successor servicer may experience some inefficiencies as a result of the transition. While GMAC is not permitted to resign or be terminated as Servicer until a replacement servicer is installed, if GMAC were to become incapable of acting as Servicer, a successor servicer had not yet accepted appointment and the COLT indenture trustee failed to satisfy its obligations to act as replacement servicer, there could be a disruption in servicing that could result in a delay or decrease in collections on the lease assets. It may be difficult to identify a qualified successor servicer other than the COLT indenture trustee because the transaction documents do not provide for additional fees that might induce a successor to accept appointment and because the servicing fee is calculated as a percentage of the aggregate ABS Value of the lease assets and some cost components |
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of servicing are fixed. Consequently, as the pool amortizes, the servicing fee will diminish at a greater rate than the cost of servicing. For the foregoing reasons, if there is a need to replace the Servicer, you may experience delays or reductions in the payments on your securities. | ||
The Ratings for the Securities are Limited in Scope, May Not Continue To Be Issued and Do Not Consider the Suitability of the Securities for You | The offered securities for each Trust will be issued only if they receive the required rating. A security rating is not a recommendation to buy, sell or hold the securities. The rating considers only the likelihood that the Trust will pay interest on time and will ultimately pay principal in full or make full distributions of the certificate balance. Ratings on the securities do not address the timing of distributions of principal on the securities prior to their applicable final scheduled payment date. The ratings do not consider the prices of the securities or their suitability to a particular investor. The ratings may be revised or withdrawn at any time. If a rating agency changes its rating or withdraws its rating, no one has an obligation to provide additional credit enhancement or to restore the original rating. Neither GMAC nor any of its affiliates is under any obligation to monitor the ratings. |
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(a) a series of secured notes and all moneys due on the secured notes on or after the closing date; | |
(b) the property securing the secured notes, including: |
• | the lease assets, including payments under leases and amounts received upon sale of leased vehicles; | |
• | proceeds from claims on any insurance policies relating to the leases and the leased vehicles; | |
• | any recourse against dealers on the leases; and | |
• | the COLT reserve account; |
(c) all rights of the Trust under the VAULT Trust Agreement (solely with respect to the vehicles that are included in the related lease assets), the Pooling and Administration Agreement, the Trust Sale and Administration Agreement, the COLT Indenture, the COLT Sale and Contribution Agreement, the COLT Custodian Agreement, the COLT Servicing Agreement and the other transaction documents relating to the Trust; and | |
(d) the CARAT reserve account, if any. |
• | acquiring, managing and holding secured notes and the other assets of the Trust and the proceeds from those assets; | |
• | issuing securities and making payments and distributions on them; |
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• | engaging in other activities that are necessary, suitable or convenient to accomplish any of the foregoing or are incidental or connected with these activities; and | |
• | any other activities not inconsistent with the foregoing that are describedin the accompanying prospectus supplement. |
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• | the prospective applicant’s prior experience with GMAC, | |
• | the length of time the prospective applicant’s credit has been reported, | |
• | the type of credit the prospective applicant has established in its credit file, | |
• | the net capitalized cost on the lease agreement and the dealer invoice price of the leased vehicle, | |
• | the term of the lease, and | |
• | the prospective applicant’s overall creditworthiness and ability to pay. |
• | credit bureau scores; | |
• | severity and aging of delinquency; |
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• | percentage utilization of available credit; | |
• | net capitalizedcost-to-vehicle value ratio of the lease being applied for; | |
• | payment-to-income ratio. |
• | collect the first monthly payment, including a refundable security deposit unless the lessee qualifies for the SmartLease Loyalty Program or other marketing programs, in which case both may be waived; |
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• | verify that the lessee has purchased at least the minimum physical damage and public liability insurance coverage; and | |
• | ensure that all required license fees, registration fees and up-front taxes are paid. |
• | the lessee fails to make a payment when due; |
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• | the lessee fails to maintain required insurance coverage; | |
• | the lessee fails to maintain or repair the vehicle as required by the lease agreement; | |
• | the lessee violates the transfer of interest provisions of the lease agreement; | |
• | the lessee breaches any agreements in the lease and that breach significantly impairs the prospect of payment, performance or realization of the lessor’s interest in the vehicle; | |
• | the lessee made a material misrepresentation on his or her lease agreement; or | |
• | the lessee does any other act that is a default under a lease agreement under applicable law. |
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• | aggregate ABS Value, | |
• | number of leases in the pool, | |
• | average ABS Value, | |
• | average Lease Residual; | |
• | percentage of new vehicles in the pool; | |
• | weighted average standardized credit score, | |
• | range and distribution of standardized credit scores, | |
• | weighted average original term, and | |
• | weighted average remaining term. |
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• | the leased vehicle is an automobile or light truck manufactured by or for General Motors; | |
• | the lease has an original scheduled term of 12 to 60 months; | |
• | the lease is not a single payment lease; | |
• | the lease was acquired by GMAC or its subsidiaries in its ordinary course of business; | |
• | the lease provides for level monthly payments other than the first and the last payments, which may be different; | |
• | the lease payments fully amortize the capitalized cost of the lease to the contractual residual value over the lease term; | |
• | GMAC has good title in and to the lease and the amounts due under it; | |
• | VAULT has good title to the leased vehicle or all necessary and appropriate action has been commenced that would result in VAULT having good title to the leased vehicle; | |
• | GMAC has good title to all beneficial interest in the leased vehicle; | |
• | the lease is in force and has not been terminated, canceled or rescinded; | |
• | as of the cut-off date for that Trust, the lease was not considered past due, which means that as of the cut-off date, all scheduled monthly payments due on the lease in excess of $25 have been received within 30 days of the payment date on which they were scheduled to be made; | |
• | the lessee is required to maintain physical damage and liability insurance policies of the type that the Servicer requires in accordance with its customary servicing procedures; | |
• | the related dealer is located in the United States and the lessee has a billing address in the United States; and | |
• | the related lessee pays all costs relating to taxes, insurance and maintenance for the leased vehicle. |
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• | a pool of leases for new or used cars and light duty trucks and all beneficial interest in the related vehicles under the VAULT Trust Agreement, and all moneys due thereunder on and after the cut-off date and with respect to the vehicles and, to the extent permitted by law, all accessions to the related vehicles; | |
• | the right to proceeds of physical damage, credit life, credit disability or other insurance policies covering the related vehicles or lessees; | |
• | any recourse against dealers on the lease assets; | |
• | specified rights of COLT in the COLT Basic Documents, solely with respect to leases and leased vehicles relating to the secured notes; and | |
• | amounts and investments of those amounts as from time to time may be held in separate trust accounts established and maintained pursuant to the COLT Indenture pursuant to which the secured notes owned by the Trust were issued and the proceeds thereof. |
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(1) to correct or amplify the description of the property subject to the lien of the COLT Indenture or add additional property subject to the lien of the COLT Indenture; |
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(2) to provide for the assumption of the secured notes and the COLT Indenture obligations by a permitted successor to COLT; | |
(3) to add additional covenants for the benefit of the secured noteholders; | |
(4) to convey, transfer, assign, mortgage or pledge any property to or with the COLT indenture trustee; | |
(5) to cure any ambiguity or correct or supplement any provision in the COLT Indenture or in any supplemental indenture that may be inconsistent with any other provision of the COLT Indenture, any supplemental indenture or in any other COLT Basic Document; | |
(6) to provide for the acceptance of the appointment of a successor or additional COLT indenture trustee or to add to or change any of the provisions of the COLT Indenture as will be necessary and permitted to facilitate the administration by more than one COLT indenture trustee; | |
(7) to modify, eliminate or add to the provisions of the COLT Indenture in order to comply with the Trust Indenture Act of 1939, as amended; or | |
(8) to add any provisions to, change in any manner, or eliminate any of the provisions of, the COLT Indenture or modify in any manner the rights of the holders of secured notes under the COLT Indenture; provided that any action specified in this clause (8) will not, as evidenced by an officer’s certificate, adversely affect in any material respect the interests of the secured noteholders unless the consent of the CARAT indenture trustee, as holder of the secured notes, is otherwise obtained as described in the next section of this prospectus. |
(1) change the due date of any instalment of principal of or interest on any secured note or reduce the principal amount of any secured note, the interest rate specified thereon or change any place of payment where or the coin or currency in which any secured note or any interest thereon is payable or modify any of the provisions of the COLT Indenture in a manner as to affect the calculation of the amount of any payment of interest or principal due on any secured note on any payment date; | |
(2) impair the right to institute suit for the enforcement of specified provisions of the COLT Indenture regarding payment of principal or interest on any secured note; | |
(3) reduce the percentage of the aggregate principal amount of the outstanding secured notes, the consent of the holders of which is required for any supplemental indenture or the consent of the holders of which is required for any waiver of compliance |
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with specified provisions of the COLT Indenture or of specified defaults thereunder and their consequences as provided for in the COLT Indenture; | |
(4) modify any of the provisions of the COLT Indenture regarding the voting of secured notes by COLT, GMAC, the Servicer or any affiliate of any of them; | |
(5) reduce the percentage of the aggregate principal amount of the outstanding secured notes required to direct the COLT indenture trustee to sell or liquidate the assets of COLT if the proceeds of that sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding secured notes; | |
(6) amend the sections of the COLT Indenture to decrease the minimum percentage of the aggregate principal amount of the outstanding secured notes necessary to amend the COLT Indenture or any of the other COLT Basic Documents; | |
(7) modify any of the provisions of the COLT Indenture to change the calculation of the amount of any payment of interest or principal due on any payment date; or | |
(8) permit the creation of any lien ranking prior to or on a parity with the lien of the COLT Indenture on any part of the assets of COLT or, except as otherwise permitted or contemplated in the COLT Indenture, terminate the lien of the COLT Indenture on that collateral or deprive any of the secured noteholders of the security afforded by the lien of the COLT Indenture. |
(1) any failure to pay interest on the secured notes as and when the same becomes due and payable, which failure continues unremedied for five days; | |
(2) except as provided in clause (3), any failure to pay any principal on the secured notes as and when required in accordance with the COLT Basic Documents, which failure continues unremedied for 30 days after the giving of written notice of the failure (X) to the Servicer by the COLT indenture trustee or (Y) to the Servicer and the COLT indenture trustee by the holders of not less than 25% of the aggregate principal amount of the outstanding secured notes; | |
(3) failure to pay in full the Secured Note Principal Balance of the secured notes by the final maturity date of the secured notes; | |
(4) any failure to observe or perform in any material respect any other covenants or agreements of COLT in the COLT Indenture, which failure materially and adversely affects the rights of secured noteholders, and continues unremedied for 30 days after the giving of written notice of the failure (X) to COLT and GMAC (or the Servicer, as applicable) by the COLT indenture trustee or (Y) to COLT, GMAC (or the Servicer, as applicable) and the COLT indenture trustee by the holders of not less than 25% of the aggregate principal amount of the outstanding secured notes; | |
(5) events of bankruptcy, insolvency or receivership for COLT indicating its insolvency, reorganization pursuant to bankruptcy proceedings or inability to pay its obligations; and | |
(6) any other events or circumstances set forth in the applicable prospectus supplement. |
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(1) institute proceedings to collect amounts due and payable on the secured notes; | |
(2) institute proceedings for complete or partial foreclosure on the collateral with respect to the COLT Indenture and the VAULT Security Agreement; | |
(3) exercise remedies as a secured party; or | |
(4) sell all or a portion of the COLT trust estate in specified circumstances following the procedures set forth in the COLT Indenture and the COLT Basic Documents. |
(1) first, to the COLT indenture trustee for unpaid fees, expenses and indemnification due to it under the COLT Indenture, if any, | |
(2) next, to the COLT owner trustee for amounts due to it, not including amounts due for payments to the holders of the equity interest of COLT, under the COLT Declaration of Trust; and | |
(3) the remainder to the COLT collection account for distribution in the following priority: (i) payment in full of the accrued and unpaid interest on the secured notes; (ii) payment in full of the unpaid principal balance of the secured notes; (iii) to the CARAT collection account for payment of any shortfalls of amounts on deposit therein; and (iv) the remainder will be distributed in accordance with the instructions of COLT, LLC, as holder of the equity interests of COLT. |
(1) (A) the CARAT indenture trustee, as holder of the secured notes, consents to the sale or liquidation; |
(B) the proceeds of the sale are sufficient to pay in full the principal of and the accrued interest on the secured notes at the date of the sale or liquidation; or | |
(C) (X) there has been a default in the payment of interest, principal or other amounts on the secured notes, |
(Y) the COLT indenture trustee determines that the assets of COLT will not continue to provide sufficient funds on an ongoing basis to make all |
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payments on the secured notes as the payments would have become due if the obligations had not been declared due and payable, and | |
(Z) the COLT indenture trustee obtains the consent of the CARAT indenture trustee, as holder of the secured notes; and |
(2) 10 days prior written notice of the sale or liquidation of the least assets has been given to the credit rating agencies that have rated the related notes. |
(1) the holder has given to the COLT indenture trustee written notice of a continuing COLT Event of Default; | |
(2) the holders of not less than 25% of the aggregate principal balance of the outstanding secured notes in a series have made written request to the COLT indenture trustee to institute the proceeding in its own name as COLT indenture trustee; | |
(3) the holder or holders have offered the COLT indenture trustee reasonable indemnity; | |
(4) the COLT indenture trustee has for 60 days failed to institute the proceeding; and | |
(5) no direction inconsistent with the written request has been given to the COLT indenture trustee during the60-day period by the holders of a majority of the aggregate principal amount of the outstanding secured notes. |
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(1) the entity formed by or surviving the consolidation or merger is organized under the laws of the United States, any state or the District of Columbia; | |
(2) the entity expressly assumes COLT’s obligation to make due and timely payments on the notes and the performance or observance of every agreement and covenant of COLT under the COLT Indenture; | |
(3) no COLT Event of Default has occurred and is continuing immediately after the merger or consolidation; | |
(4) the Servicer, the COLT owner trustee and the COLT indenture trustee have been advised that the rating of the secured notes will not be reduced or withdrawn by the rating agencies as a result of the merger or consolidation; | |
(5) any action necessary to maintain the lien and security interest created by the COLT Indenture has been taken; and | |
(6) COLT has delivered an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to COLT or any secured noteholder. |
(1) sell, transfer, exchange or otherwise dispose of any of the assets of COLT except as provided in the COLT Indenture and the COLT Basic Documents; | |
(2) claim any credit on or make any deduction from the principal and interest payable in respect of the secured notes, other than amounts withheld under the Internal Revenue Code or applicable state law, or assert any claim against any present or former secured noteholder because of the payment of taxes levied or assessed upon any part of COLT; |
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(3) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for thewinding-up or liquidation of its affairs; | |
(4) permit the validity or effectiveness of the COLT Indenture or any other COLT Basic Document to be impaired or permit the liens of the COLT Indenture or the VAULT Security Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any person to be released from any covenants or obligations regarding the secured notes under the COLT Indenture except as may be expressly permitted by the COLT Indenture; | |
(5) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of the COLT Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the COLT trust estate or any part of its assets, or any interest in its assets or the proceeds thereof; or | |
(6) permit the liens of the COLT Indenture or the VAULT Security Agreement to not constitute a valid first priority security interest in the collateral thereunder. |
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(1) the original denomination of the noteholder’s note; and | |
(2) the Note Pool Factor. |
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(1) to correct or amplify the description of the property subject to the lien of the CARAT Indenture or add additional property subject to the lien of the CARAT Indenture; | |
(2) to provide for the assumption of the notes and the CARAT Indenture obligations by a permitted successor to the Trust; | |
(3) to add additional covenants for the benefit of the noteholders; | |
(4) to convey, transfer, assign, mortgage or pledge any property to or with the CARAT indenture trustee; | |
(5) to cure any ambiguity or correct or supplement any provision in the CARAT Indenture or in any supplemental indenture that may be inconsistent with any other provision of the CARAT Indenture or any supplemental indenture or in any other CARAT Related Document; | |
(6) to provide for the acceptance of the appointment of a successor or additional CARAT indenture trustee or to add to or change any of the provisions of the CARAT Indenture as will be necessary and permitted to facilitate the administration by more than one CARAT indenture trustee; | |
(7) to modify, eliminate or add to the provisions of the CARAT Indenture in order to comply with the Trust Indenture Act of 1939, as amended; or | |
(8) to add any provisions to, change in any manner, or eliminate any of the provisions of, the CARAT Indenture or modify in any manner the rights of noteholders under that CARAT Indenture; provided that any action specified in this clause (8) will not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any noteholder of that Trust unless noteholder consent is otherwise obtained as described in the next section of this prospectus. |
(1) change the due date of any instalment of principal of or interest on any note or reduce the principal amount of any note, the interest rate specified thereon or the redemption price with respect thereto or change any place of payment where or the coin or currency in which any note or any interest thereon is payable or modify any of the provisions of the CARAT Indenture in a manner as to affect the calculation of the amount of any payment of interest or principal due on any note on any payment date; |
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(2) impair the right to institute suit for the enforcement of specified provisions of the CARAT Indenture regarding payment of principal or interest on any note; | |
(3) reduce the percentage of the aggregate principal amount of the Controlling Class, the consent of the holders of which is required for any supplemental indenture or the consent of the holders of which is required for any waiver of compliance with specified provisions of the CARAT Indenture or of specified defaults thereunder and their consequences as provided for in the CARAT Indenture; | |
(4) modify any of the provisions of the CARAT Indenture regarding the voting of notes held by the Trust, any other obligor on the notes, the depositor or an affiliate of any of them; | |
(5) reduce the percentage of the aggregate outstanding principal amount of the notes the consent of the holders of which is required to direct the CARAT indenture trustee to sell or liquidate the assets of the Trust if the proceeds of that sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding notes; | |
(6) amend the sections of the CARAT Indenture to decrease the minimum percentage of the aggregate principal amount of the outstanding notes necessary to amend the CARAT Indenture or any of the other CARAT Related Documents; | |
(7) modify any of the provisions of the CARAT Indenture to change the calculation of the amount of any payment of interest or principal due on any payment date; or | |
(8) permit the creation of any lien ranking prior to or on a parity with the lien of the CARAT Indenture on any part of the assets of the Trust or, except as otherwise permitted or contemplated in the CARAT Indenture, terminate the lien of the CARAT Indenture on that collateral or deprive the holder of any note of the security afforded by the lien of the CARAT Indenture. |
(1) any failure to pay interest on the notes (or, if so specified in the accompanying prospectus supplement, on the Controlling Class of the notes) as and when the same becomes due and payable, which failure continues unremedied for five days; | |
(2) except as provided in clause (3), any failure to make any instalment of principal on the notes as and when the same becomes due and payable, which failure continues unremedied for 30 days after the giving of written notice of the failure (X) to the depositor (or the Trust Administrator, as applicable) by the CARAT indenture trustee or (Y) to the depositor (or the Trust Administrator, as applicable) and the CARAT indenture trustee by the holders of not less than 25% of the aggregate principal amount of the Controlling Class; | |
(3) failure to pay the unpaid principal balance of any class of notes on or prior to the respective final scheduled payment date for that class; | |
(4) any failure to observe or perform in any material respect any other covenants or agreements of the Trust in the CARAT Indenture, which failure materially and adversely affects the rights of noteholders, and which failure continues unremedied for 30 days after the giving of written notice of the failure (X) to the depositor (or the |
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Trust Administrator, as applicable) by the CARAT indenture trustee or (Y) to the depositor (or the Trust Administrator, as applicable) and the CARAT indenture trustee by the holders of not less than 25% of the aggregate principal amount of the Controlling Class; | |
(5) events of bankruptcy, insolvency or receivership for the Trust indicating its insolvency, reorganization pursuant to bankruptcy proceedings or inability to pay its obligations; and | |
(6) any other events and circumstances set forth in the applicable prospectus supplement. |
(1) institute proceedings to collect all amounts due on the notes; | |
(2) institute proceedings for the complete or partial foreclosure on the collateral securing the notes; | |
(3) exercise remedies as a secured party; or | |
(4) sell the assets of the Trust. |
(1) first, to the CARAT indenture trustee for fees, expenses and indemnification due to it under the CARAT Indenture and not paid, if any; | |
(2) next, to the CARAT owner trustee for amounts due to it, not including amounts due for payments to the certificateholders under the trust agreement or the Trust Sale and Administration Agreement; and | |
(3) the remainder to the CARAT collection account for distribution pursuant to the CARAT Related Documents. |
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(1) (A) the holders of all the outstanding notes consent to the sale or liquidation; |
(B) the proceeds of the sale are sufficient to pay in full the principal of and the accrued interest on the outstanding notes at the date of the sale or liquidation; or | |
(C) (X) there has been a default in the payment of interest or principal on the notes, |
(Y) the CARAT indenture trustee determines that the secured notes will not continue to provide sufficient funds on an ongoing basis to make all payments on the notes as the payments would have become due if the obligations had not been declared due and payable, and | |
(Z) the CARAT indenture trustee obtains the consent of the holders of a majority of the aggregate outstanding amount of the Controlling Class; and |
(2) 10 days prior written notice of the sale or liquidation of the secured notes has been given to the credit rating agencies that have rated the related notes. |
(1) the holder has given to the CARAT indenture trustee written notice of a continuing CARAT Event of Default; |
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(2) the holders of not less than 25% in aggregate principal amount of the Controlling Class have made written request of the CARAT indenture trustee to institute the proceeding in its own name as CARAT indenture trustee; | |
(3) the holder or holders have offered the CARAT indenture trustee reasonable indemnity; | |
(4) the CARAT indenture trustee has for 60 days failed to institute the proceeding; and | |
(5) no direction inconsistent with the written request has been given to the CARAT indenture trustee during the60-day period by the holders of a majority in aggregate principal amount of the Controlling Class. |
(1) the entity formed by or surviving the consolidation or merger is organized under the laws of the United States, any state or the District of Columbia; | |
(2) the entity expressly assumes the Trust’s obligation to make due and punctual payments on the notes and the performance or observance of every agreement and covenant of the Trust under the CARAT Indenture; | |
(3) no CARAT Event of Default has occurred and is continuing immediately after the merger or consolidation; | |
(4) the Trust has been advised that the rating of the notes or certificates then in effect would not be reduced or withdrawn by the rating agencies as a result of the merger or consolidation; | |
(5) any action necessary to maintain the lien and security interest created by the CARAT Indenture has been taken; and |
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(6) the Trust has received an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to the Trust or to any noteholder or certificateholder. |
(1) sell, transfer, exchange or otherwise dispose of any of the assets of the Trust; | |
(2) claim any credit on or make any deduction from the principal and interest payable in respect of the notes, other than amounts withheld under the Internal Revenue Code or applicable state law, or assert any claim against any present or former holder of the notes because of the payment of taxes levied or assessed upon the Trust; | |
(3) dissolve or liquidate in whole or in part; | |
(4) permit the validity or effectiveness of the CARAT Indenture or any other CARAT Related Document to be impaired, permit the lien of the CARAT Indenture to be amended, hypothecated, subordinated, terminated or discharged or permit any person to be released from any covenants or obligations regarding the notes under the CARAT Indenture except as may be expressly permitted by the CARAT Indenture; | |
(5) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of the CARAT Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the Trust or any part of its assets, or any interest in its assets or the proceeds thereof; or | |
(6) permit the lien of the CARAT Indenture to not constitute a valid first priority security interest in the trust estate thereunder. |
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(1) the associated administrator advises the appropriate trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository for these securities and the Trust is unable to locate a qualified successor, | |
(2) the administrator, at its option, elects to terminate the book-entry system through DTC, | |
(3) after the occurrence of a CARAT Event of Default or a Trust Administrator default, holders representing at least a majority of the aggregate principal amount of the Controlling Class advise the appropriate trustee through DTC in writing that the continuation of a book-entry system through DTC, or a successor thereto, is no longer in the best interest of the holders of these securities, or | |
(4) for a specific series, the conditions described in the applicable prospectus supplement are satisfied. |
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(1) applicable distribution dates and determination dates used to calculate distributions on the securities; | |
(2) the amount of the distribution allocable to principal of each class of the notes and to the certificate balance of each class of certificates, if applicable; | |
(3) the amount of the distribution allocable to interest on or for each class of notes or the certificates, if applicable; | |
(4) the net amount, if any, of any payments to be made by the Trust or to be received by the Trust under any derivative agreement; | |
(5) the outstanding principal balance of each class of notes, the Note Pool Factor for each class of notes, and the certificate balance and Certificate Pool Factor for each class of certificates, each as of the beginning of the period and after giving effect to all payments reported under clauses (2) and (3) above, and to any reinvestments reported under (16) below; | |
(6) the amount of the Class A Interest Carryover Shortfall, the Class B Interest Carryover Shortfall and the Class C Interest Carryover Shortfall, if any, and the change in each of these amounts from the preceding Distribution Date; | |
(7) the amount of the administration fee paid to the Trust Administrator and servicing fee paid to the Servicer for the related monthly period; | |
(8) the interest rate or pass-through rate, if any, for the next period for each class of notes or certificates; | |
(9) the Secured Note Rate; | |
(10) the aggregate amount in the Payment Ahead Servicing Account and the change in that amount from the previous statement, as the case may be; | |
(11) the amount on deposit in the [CARAT] [COLT] reserve account, if any, after giving effect to any withdrawals or deposits on that date and the [CARAT] [COLT] reserve account required amount, if applicable, on that date; | |
(12) the amount, if any, distributed to noteholders, certificateholders and the depositor from amounts on deposit in the reserve account or from other forms of credit enhancement; | |
(13) the aggregate amount of Advances made by the Servicer under the COLT Servicing Agreement with respect to the related monthly period; | |
(14) the amount of any Pull Ahead Payments made by GMAC, in its capacity as agent for General Motors, under the Pull Ahead Funding Agreement and the number of lease assets that became Pull Ahead Lease Assets during the related Monthly Period; | |
(15) the current and aggregate amount of any residual or credit losses on the lease assets during the related monthly period and since the applicable cut-off date; |
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(16) the amount, if any, reinvested in additional lease assets during the revolving period, if any; | |
(17) if applicable, whether the revolving period has terminated early due to the occurrence of an early amortization event, as described in the accompanying prospectus supplement, and information on the tests used to determine whether an early amortization event has occurred; | |
(18) if applicable, the balance in the accumulation account, after giving effect to changes in that accumulation account on that date, as described in the accompanying prospectus supplement; | |
(19) the number and Aggregate ABS Value of lease assets at the beginning and end of the applicable Collection Period, and updated pool composition information as of the end of the Collection Period, such as weighted average life, weighted average remaining term, prepayment rates, cumulative net losses and gains on returned vehicles sold by GMAC and number of leases terminated; | |
(20) delinquency and loss information for the period and any material changes in determining or defining delinquencies, charge-offs and uncollectible accounts; | |
(21) purchase price of lease assets repurchased by GMAC due to material breaches of representations or warranties or transaction covenants; | |
(22) purchase price of lease assets repurchased by the Servicer due to any material modifications, extensions or waivers relating to the terms of, or fees, penalties or payments on, lease assets during the distribution period or that, cumulatively, have become material over time; | |
(23) if applicable, material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures used to acquire or select the lease assets, and | |
(24) if applicable, information regarding the issuance, if any, of new asset-backed securities backed by any series of secured notes and any related pool of lease assets. | |
In addition, for each Trust, the CARAT indenture trustee will mail each year a brief report, as described in“The Notes—The CARAT Indenture—CARAT Indenture Trustee’s Annual Report”in this prospectus, to all noteholders for that Trust. |
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(1) the Pooling and Administration Agreement pursuant to which the depositor will purchase secured notes from GMAC and the Trust Administrator for the secured notes will agree to administer the secured notes; | |
(2) the Trust Sale and Administration Agreement under which a Trust will acquire the secured notes from the depositor and agree to the administration of those secured notes by the Trust Administrator; | |
(3) the trust agreement under which the Trust will be created and certificates of the Trust will be issued; | |
(4) the COLT Sale and Contribution Agreement pursuant to which GMAC will sell the lease assets to COLT; and | |
(5) the COLT Servicing Agreement pursuant to which the Servicer agrees to service the lease assets. |
• | each lease (1) was originated by a dealer for the retail lease of the related vehicle in the ordinary course of the dealer’s business, was fully and properly executed by the parties thereto and was purchased by and validly assigned to GMAC in accordance with its terms, (2) contains customary and enforceable provisions to render the rights |
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and remedies of the holder of the lease adequate for realization against the vehicle of the benefits of the lease and (3) provides for level monthly payments (except that the first payment and the last payment may be different from the level payments) and fully amortizes the capitalized cost of the lease to the Stated Residual Value over the lease term; | ||
• | all requirements of applicable federal, state and local laws, and regulations thereunder in respect of the leases, have been complied with in all material respects; | |
• | each lease represents the genuine legal, valid and binding payment obligation of the lessee thereon, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights in general and by equity, regardless of whether enforceability is considered in a proceeding in equity or at law; | |
• | upon conveyance of the lease asset by the dealer to GMAC, (1) GMAC has good title in and to the lease and the amounts due thereunder, (2) VAULT has good title to the related vehicle (or all necessary and appropriate action has been commenced that would result in VAULT having good and valid title to the related vehicle), and (3) GMAC owns and has good title to all of the beneficial interest in each related vehicle, in each case free of any lien, other than liens permitted under the sale and contribution agreement; | |
• | no lease has been satisfied, subordinated, cancelled, terminated or rescinded; | |
• | there has been no default, breach, violation or event permitting the lessor to terminate under the terms of any lease, and no event has occurred and is continuing, other than any failure to pay amounts due under the lease in an amount less than $25, that with notice or the lapse of time or both would constitute a default, breach, violation or event permitting the lessor to terminate under the terms of any lease, and none of the dealer, GMAC, COLT or the Servicer has waived any of the foregoing; | |
• | each lessee is required to maintain physical damage and liability insurance policies of the type that GMAC requires in accordance with its customary underwriting standards for the purchase of automotive leases; | |
• | no lease was originated in, or is subject to the laws of, any jurisdiction whose laws would make unlawful the sale, transfer and assignment of that lease and related vehicle by the dealer to GMAC and VAULT and by GMAC to COLT, the pledge by COLT of its interest in that lease to the COLT indenture trustee and the pledges by COLT and VAULT of their respective interests in the related vehicles to each secured noteholder; | |
• | each lease was underwritten in substantial conformance with underwriting guidelines applied to similar leases acquired by GMAC for its own account; | |
• | the dealer selling each lease to GMAC or COLT is located in the United States and each lessee has a billing address in the United States; | |
• | each lease (including all other agreements related thereto) is a triple net lease that requires the related lessee (or another person other than GMAC) to pay all costs relating to taxes, insurance and maintenance with respect to the related vehicle; | |
• | each vehicle purchased by GMAC is a new or used automobile or light duty truck; |
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• | no right of rescission, setoff, counterclaim or defense has been asserted or threatened with respect to any lease; | |
• | to the best of GMAC’s knowledge, (1) GMAC has not, and none of its affiliates has, taken any action that would result in a lien or claim arising out of an obligation or debt owed by GMAC or an affiliate for work, labor or materials affecting any vehicle, (2) GMAC has not, as of the applicable closing date, received a written notice of any liens or claims asserted against any vehicle for work, labor or materials affecting any vehicle, (3) GMAC and its ERISA Affiliates have not received notice from the PBGC of a lien imposed by Section 4068 of ERISA upon any lease asset and no such notice of lien has been filed with the appropriate governmental authority upon any lease asset and (4) GMAC and its affiliates have not received notice from the IRS of a lien imposed by 26 U.S.C. § 6321 upon any lease asset and no such notice of lien has been filed with the appropriate governmental authority upon any lease asset; | |
• | all UCC and other filings necessary in any jurisdiction to give COLT a first priority perfected security interest in the leases have been made and no filings are necessary with respect to the transfer of the beneficial interest in each related vehicle; | |
• | there is only one original executed copy of each lease; | |
• | the lowest implied lease rate of any lease is 0%; | |
• | each lease was originated on or after a specified date; | |
• | no lease asset or constituent part thereof constitutes a negotiable instrument or negotiable document of title, as those terms are used in the UCC; | |
• | since the applicable cut-off date, no provision of a lease has been, or will be, waived, altered or modified in any respect, except in accordance with the Servicer’s customary servicing procedures; | |
• | no selection procedures believed by GMAC to be adverse to COLT or to the COLT indenture trustee, the COLT owner trustee and the CARAT indenture trustee were used in selecting the lease assets from those leases of GMAC that meet the selection criteria set forth in the COLT Sale and Contribution Agreement; | |
• | the COLT Sale and Contribution Agreement and the COLT Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the leases in favor of COLT and the COLT indenture trustee, respectively, which security interest is prior to all other liens, other than liens permitted under the COLT Basic Documents, and is enforceable as such as against creditors of and purchasers from GMAC and COLT, respectively; | |
• | within 10 days of the applicable closing date, all steps necessary to perfect COLT’s security interest against the holder of the secured notes in the leases that constitute chattel paper will have been taken; | |
• | prior to the pledge of the lease assets to the COLT indenture trustee under the COLT Indenture, the leases constitute “chattel paper,” “payment intangibles,” “instruments,” “certificated securities” or “uncertificated securities” within the meaning of the applicable UCC; |
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• | COLT owns and has good and marketable title to the lease assets free and clear of any lien, other than liens permitted under the COLT Basic Documents, claim or encumbrance of any person or entity; | |
• | GMAC has caused, or will have caused within 10 days of the applicable closing date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the leases granted to COLT under the COLT Sale and Contribution Agreement and the COLT indenture trustee under the COLT Indenture; | |
• | other than the sale by GMAC to COLT pursuant to the COLT Sale and Contribution Agreement and the security interest granted by COLT to the COLT indenture trustee and the secured noteholders under the COLT Indenture, neither GMAC nor COLT has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the lease assets; neither GMAC nor COLT has authorized the filing of, or is aware of, any financing statements against GMAC or COLT that include a description of collateral covering the lease assets other than the financing statements relating to the interests granted to COLT under the COLT Sale and Contribution Agreement and to the COLT indenture trustee under the COLT Indenture or any financing statement that has been terminated; neither GMAC nor COLT is aware of any judgment or tax lien filings against GMAC or COLT covering the leases; and | |
• | GMAC, as custodian, has in its possession the original copies of the lease assets files and other documents that constitute or evidence the leases; the lease assets files and other documents that constitute or evidence the leases do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person or entity other than COLT. |
• | it will, in accordance with its customary servicing practices, take such steps as are necessary to establish and maintain (1) the enforceable ownership interest of VAULT in the vehicles related to the lease assets in accordance with the VAULT Trust Agreement, (2) COLT’s beneficial ownership interest in the vehicles related to the lease assets in accordance with the VAULT Trust Agreement and (3) the perfection of the CARAT indenture trustee’s security interest in the vehicles related to the lease assets; | |
• | except as otherwise expressly contemplated by the COLT Servicing Agreement and the VAULT Trust Agreement, it will maintain VAULT as the legal title holder of the vehicles related to the leases; | |
• | it will not impair the rights of COLT, the COLT indenture trustee, the COLT owner trustee, COLT, LLC or the CARAT indenture trustee, as holder of the secured notes, |
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and will not create or permit to exist on any of the lease assets any lien that arises from any act or omission of the Servicer or for which the Servicer has any payment liability; | ||
• | it will use commercially reasonable efforts to (1) pay all amounts it has received from lessees under the lease assets with respect to Sales and Use Tax Amounts to the applicable taxing authorities when these amounts are due and payable under applicable law and (2) cause any lease asset to be released from the lien of any applicable state taxing authority upon having actual knowledge of any lien of such authority; | |
• | it may, in its discretion and in accordance with its customary servicing practices (1) waive any late payment charge or penalty interest provision or any other provision in a lease, (2) extend the term of any lease or the due date for any payment due from the lessee thereunder, (3) modify any provision of any lease, (4) accept extended performance under any lease asset and (5) take any other action to waive, extend or modify any of the obligations of the lessee under any lease, provided that no such waiver, extension or modification (i) impairs the enforceable ownership interest of VAULT, the beneficial ownership interest of COLT, the lien of the holders of the secured notes in the related vehicle or the lien of the COLT indenture trustee for the ratable benefit of the holders of the secured notes in any lease, (ii) reduces the aggregate dollar amount of the Monthly Lease Payments due under any lease asset, (iii) extends the term of any lease asset beyond the last day of the sixth Collection Period immediately preceding the final maturity date of the related secured note, or (iv) modifies the amounts due from the lessee upon the termination of any lease, other than to reduce the amount the lessee is required to pay to purchase the vehicle at the scheduled lease end date of the related lease if the Servicer, has determined, in its discretion, that the reduction of this amount is reasonably likely to maximize the sale proceeds received by the Servicer in connection with the sale or liquidation of the vehicle; the Servicer may, however, waive a lessee’s payment of one or more Monthly Lease Payments for any lease being terminated under the Pull Ahead Program if GMAC has fully complied with the Pull Ahead Funding Agreement for that lease; | |
• | it will, in accordance with its customary servicing practices, require that lessees obtain the insurance required under the leases and will monitor such insurance; | |
• | it will, in accordance with its customary servicing practices, take all actions which are necessary so that COLT is and remains covered by insurance with terms that are (1) customary for a lessor of leased vehicles and (2) consistent with the coverage that the Servicer maintains for its own portfolio of leases and leased vehicles, although the Servicer may instead indemnify COLT against the risks that would be covered by such insurance if the Servicer’s long-term unsecured debt rating is at least “BBB—” by S&P and “Baa3” by Moody’s (the Servicer will also be required to deposit, out of its own funds, into the COLT collection account an amount equal to the amount of an insurable loss incurred by COLT with respect to a lease asset that is not paid under an insurance policy); and | |
• | it will not allow General Motors to waive, extend or modify any provision of any lease, whether in connection with a Pull Ahead Program or otherwise. |
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• | each secured note in a series (1) was issued by COLT to fund a portion of the purchase price of the related pool of lease assets, (2) has or will create a valid, binding and enforceable first priority security interest in favor of GMAC or the COLT indenture trustee on behalf of GMAC in the related pool of lease assets which is assignable by GMAC to the depositor, (3) contains enforceable provisions so as to render the rights and remedies of the holder of the secured note adequate for realization against the collateral of the benefits of the security, (4) will yield interest at the rate established in the secured note, and (5) constitutes chattel paper, payment intangibles, promissory notes or certificated securities within the meaning of the applicable UCC; | |
• | each secured note represents the genuine legal, valid and binding payment obligation of COLT thereon, enforceable by the holder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws |
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affecting the enforcement of creditors’ rights in general and by equity, regardless of whether the enforceability is considered in a proceeding in equity or at law; | ||
• | no secured note has been satisfied, subordinated or rescinded and the lease assets securing each secured note have not been released from the lien of the related secured note; | |
• | no provision of a secured note has been waived, amended or modified in any respect; | |
• | no right of rescission, setoff, counterclaim or defense has been asserted or threatened for any secured note; | |
• | to the best of GMAC’s knowledge, (1) there are no liens or claims which have been filed for work, labor or materials affecting any lease assets that are or may be liens prior to, or equal or coordinate with the security interest in the lease assets granted by the secured notes and (2) no tax lien has been filed and no related claim is being asserted with respect to any secured note; no contribution failure has occurred with respect to any Pension Plan that is sufficient to give rise to a lien under Section 302(f) of ERISA with respect to any secured note; | |
• | (1) no secured note has been sold, transferred, assigned or pledged by GMAC to any person other than CARI; (2) immediately prior to its conveyance of the secured notes to CARI under the Pooling and Administration Agreement, GMAC had good and marketable title to the secured notes, free of any lien, and (3) upon execution and delivery of the Pooling and Administration Agreement, CARI will have all of GMAC’s right, title and interest in the secured notes, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any lien; and | |
• | all filings (including UCC filings) necessary in any jurisdiction to give the depositor a first priority perfected ownership interest in the secured notes have been made. |
• | except as contemplated in the Pooling and Administration Agreement and the other Transfer and Servicing Agreements, the Administrator will not release in whole or in part any part of the COLT trust estate from the security interest securing the related secured note; and |
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• | it will not impair the rights or security interest of the depositor, the CARAT indenture trustee, the CARAT owner trustee, the noteholders or the certificateholders in the secured notes. |
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• | one or more COLT collection accounts, in the name of the COLT indenture trustee on behalf of the COLT indenture trustee, the COLT owner trustee, COLT, LLC and the CARAT indenture trustee, into which all payments made on or with respect to the lease assets will be deposited; | |
• | a Payment Ahead Servicing Account in the name of the COLT indenture trustee on behalf of the lessees, which will not be property of COLT, into which all Payments Ahead will be deposited if the Monthly Remittance Condition is not satisfied; | |
• | if specified in the accompanying prospectus supplement, a COLT reserve account, which will be a segregated trust account held by the COLT indenture trustee on behalf of the CARAT indenture trustee, the COLT indenture trustee, the COLT owner trustee and COLT, LLC, into which amounts described under“The Transfer and Servicing Agreements—Distributions on the Secured Notes—Priorities for Distributions from the COLT Collection Account” in the accompanying prospectus supplement; | |
• | any other accounts to be established with respect to the secured notes will be described in the accompanying prospectus supplement. |
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• | one or more CARAT collection accounts, in the name of the CARAT indenture trustee on behalf of the noteholders and the certificateholders of that Trust, into which all payments made on or with respect to the secured notes owned by that Trust will be deposited; | |
• | a note distribution account, in the name of the CARAT indenture trustee on behalf of the related noteholders of that Trust, in which amounts released from the CARAT collection account and any CARAT reserve account or other credit enhancement for payment to the noteholders will be deposited and from which all distributions to the noteholders will be made; | |
• | a Certificate Distribution Account, in the name of the Trust on behalf of the certificateholders of that Trust, in which amounts released from the CARAT collection account and any CARAT reserve account or other credit enhancement for distribution to the certificateholders will be deposited and from which all distributions to those certificateholders will be made; and | |
• | any other accounts to be established with respect to securities of the Trust will be described in the accompanying prospectus supplement. |
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(1) the corporate trust department of the COLT indenture trustee, the COLT owner trustee, the CARAT indenture trustee or the CARAT owner trustee, as applicable, or | |
(2) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia, or any domestic branch of a foreign bank, as long as that depository institution: |
(A) has either (X) a long-term unsecured debt rating acceptable to the rating agencies or (Y) a short-term unsecured debt rating or certificate of deposit rating acceptable to the rating agencies, and | |
(B) has its deposits insured by the Federal Deposit Insurance Corporation or any successor thereto. |
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• | a monthly basic servicing fee equal to one-twelfth of the basic servicing fee rate specified in the accompanying prospectus supplement multiplied by the ABS Value of the lease assets held by COLT as of the first day of that month; | |
• | if specified in the applicable prospectus supplement, a monthly additional servicing fee equal to one-twelfth of the additional servicing fee rate specified in the accompanying prospectus supplement, multiplied by the ABS Value of the lease assets held by COLT as of the first day of that month; | |
• | a supplemental servicing fee in the form of all investment earnings and any late fees, prepayment charges and other administrative fees and expenses or similar charges; | |
• | any unpaid basic servicing fees from all prior distribution dates to the extent of funds available for that purpose; and | |
• | any other servicing fees disclosed in the applicable prospectus supplement. |
• | tracking balances of outstanding leases and collection and posting of all payments; | |
• | responding to inquiries of lessees; | |
• | remarketing returned leased vehicles; | |
• | investigating delinquencies; | |
• | sending billing statements or coupon books to lessees; | |
• | reporting required tax information (if any) to lessees; | |
• | policing the vehicles; | |
• | monitoring the status of insurance policies for the lessees and the vehicles; | |
• | accounting for collections and furnishing monthly and annual statements regarding distributions; | |
• | generating federal income tax information; |
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• | giving, on a timely basis, any required notices or instructions to the COLT owner trustee under the COLT Declaration of Trust and giving any required instructions to VAULT under the VAULT Trust Agreement; and | |
• | performing the other duties specified in the COLT Servicing Agreement or in any other COLT Basic Document. |
• | collecting and posting all payments on the secured notes; | |
• | investigating delinquencies; | |
• | accounting for payments and furnishing monthly and annual statements to the depositor and any other person designated in the Pooling and Administration Agreement regarding distributions; | |
• | generating federal income tax information; | |
• | giving any required notices or instructions to the depositor or the CARAT owner trustee; and | |
• | performing the other duties specified in the Pooling and Administration Agreement. |
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(1) GMAC or any of its affiliates is the Servicer; | |
(2) no Servicer default exists; and | |
(3) either the short-term unsecured debt of the Servicer is rated at least “A-1” by Standard & Poor’s and “P-1” by Moody’s, or arrangements are made that are acceptable to the rating agencies. |
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(1) any failure by the Servicer to make any required distribution, payment— including, when GMAC is Servicer, obtaining and depositing Pull Ahead Payments or when another entity is Servicer, depositing Pull Ahead Payments— transfer or deposit or to direct the COLT indenture trustee to make any required distribution, which failure |
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continues unremedied for five business days after written notice is received by the Servicer or after discovery of that failure by an officer of the Servicer; | |
(2) any failure by the Servicer to observe or perform in any material respect any other covenant or agreement in the COLT Servicing Agreement, or the other COLT Basic Documents which failure materially and adversely affects the rights of the CARAT indenture trustee and which continues unremedied for 90 days after the giving of written notice of that failure to the Servicer or after discovery of that failure by an officer of the Servicer; | |
(3) events of bankruptcy, insolvency or receivership of the Servicer by the Servicer indicating its insolvency, reorganization pursuant to bankruptcy proceedings, or inability to pay its obligations; or | |
(4) or any other events or circumstances that are disclosed as Servicer defaults under the accompanying prospectus supplement. |
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(1) any failure by the Trust Administrator to make any required distribution, payment, transfer or deposit or to direct the CARAT indenture trustee to make any required distribution, which failure continues unremedied for five business days after written notice from the CARAT indenture trustee or the CARAT owner trustee is received by the Trust Administrator or after discovery of that failure by an officer of the Trust Administrator; | |
(2) any failure by the Trust Administrator to observe or perform in any material respect any other covenant or agreement in the Trust Sale and Administration Agreement, the Pooling and Administration Agreement, the trust agreement or the CARAT Indenture, which failure materially and adversely affects the rights of the noteholders or the certificateholders and which continues unremedied for 90 days after the giving of written notice of that failure to the depositor or the Trust Administrator, as applicable, by the CARAT indenture trustee or the CARAT owner trustee or to the depositor or the Trust Administrator and the CARAT indenture trustee or the CARAT owner trustee by holders of notes or certificates, as applicable, evidencing not less than 25% in principal amount of the Controlling Class or of the certificate balance or after discovery of that failure by an officer of the Trust Administrator; | |
(3) events of bankruptcy, insolvency or receivership of the Trust Administrator by the Trust Administrator indicating its insolvency, reorganization pursuant to bankruptcy proceedings, or inability to pay its obligations; or | |
(4) any other events or circumstances that are disclosed as Trust Administrator defaults under the accompanying prospectus supplement. |
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• | to cure any ambiguity; |
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• | to correct or supplement any provision in that agreement that may be defective or inconsistent with any other provision in the agreement or in any other related agreement; | |
• | to add or supplement any credit, liquidity or other enhancement arrangement for the benefit of noteholders or certificateholders of that Trust, provided that if the addition affects any class of noteholders or certificateholders differently than any other class of noteholders or certificateholders, then that addition will not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any class of noteholders or certificateholders; | |
• | to add to the covenants, restrictions or obligations of the depositor, the Trust Administrator, the CARAT owner trustee, the CARAT indenture trustee, the Servicer, the COLT owner trustee or the COLT indenture trustee; | |
• | to evidence and provide for the acceptance of the appointment of a successor CARAT owner trustee and add to or change any provisions in that agreement as are necessary to facilitate the administration of the Trust by more than one trustee; or | |
• | to add, change or eliminate any other provisions of any of these agreements in any manner that will not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of the noteholders or the certificateholders of that Trust. |
(1) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions of payments that are required to be made on any lease asset, secured note, note or certificate without the consent of the holder thereof, any interest rate, any pass-through rate or any CARAT specified reserve account balance; or | |
(2) reduce the stated percentage of consent to any of the amendments set forth above without the consent of all of the noteholders and certificateholders. |
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• | the “automatic stay” which prevents creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the U.S. Bankruptcy Code that permit substitution of collateral in certain circumstances, | |
• | certain tax or government liens on the sponsor’s or the depositor’s property (that arose prior to the transfer of a secured note to the Trust) having a prior claim on collections before the collections are used to make payments on your securities, and | |
• | the Trust not having a perfected security interest in (a) the secured notes, (b) one or more of the vehicles securing the lease assets or (c) any cash collections held by the sponsor or the depositor at the time the sponsor or the depositor becomes the subject of a bankruptcy proceeding. |
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(1) notes other than Strip Notes or any other series of notes specifically identified as receiving different tax treatment in the accompanying prospectus supplement, which the depositor, the Trust Administrator and the noteholders will agree to treat as indebtedness secured by the secured notes; | |
(2) certificates representing interests in an Trust which the depositor, the Trust Administrator and the applicable certificateholders will agree to treat as equity interests in a grantor trust, | |
(3) certificates including Strip Certificates and Strip Notes, representing interests in a Trust which the depositor, the Trust Administrator and the applicable holders will agree to treat as equity interests in a partnership, and | |
(4) certificates, all of which are owned by the depositor, representing interests in an Trust which the depositor and the Trust Administrator will agree to treat as a division of the depositor and hence disregarded as a separate entity, in each case for purposes of federal, state and local income and franchise taxes. |
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(1) is not actually or constructively a “10 percent shareholder” of a Tax Trust, Tax Partnership or the depositor, including a holder of 10 percent of the applicable outstanding certificates, or a “controlled foreign corporation” with respect to which the Tax Trust, Tax Partnership or the depositor is a “related person” within the meaning of the Internal Revenue Code, and |
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(2) provides an appropriate statement, signed under penalties of perjury, certifying that the beneficial owner of the note is a Foreign Person and providing that Foreign Person’s name and address. If the information provided in this statement changes, the Foreign Person must so inform the Tax Trust or Tax Partnership within 30 days of change. |
(1) the gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Person, and | |
(2) in the case of a foreign individual, the Foreign Person is not present in the United States for 183 days or more in the taxable year. |
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(1) The acquisition of notes or certificates by a benefit plan is on terms, including the price, that are at least as favorable to the benefit plan as they would be in an arm’s-length transaction with an unrelated party; | |
(2) The notes or certificates acquired by the benefit plan have received a rating at the time of such acquisition that is in one of the four highest generic rating categories from Standard & Poor’s, Moody’s or Fitch, Inc.; | |
(3) The sum of all payments made to the underwriter in connection with the distribution of the notes or certificates represents not more than reasonable compensation for underwriting the notes or certificates. The sum of all payments made to and retained by the depositor pursuant to the sale of the receivables to the Trust represents not more than the fair market value of the receivables. The sum of all payments made to and retained by the Trust Administrator represents not more than reasonable compensation for the Trust Administrator’s services as Trust Administrator under the related agreements and reimbursement of the Trust Administrator’s reasonable expenses in connection with these services; | |
(4) The trustee is a substantial financial institution and is not an “affiliate,” as defined in the underwriter’s exemption, of any member of the “restricted group” other than an underwriter. The “restricted group” consists of the underwriters, any trustee, the depositor, the Trust Administrator, any subservicer, any obligor with respect to motor vehicle instalment obligations constituting more than 5% of the aggregate unamortized principal balance of the assets of the Trust as of the date of initial issuance of the notes or certificates, any swap counterparty of an “eligible swap” (as defined below) and any affiliate of these parties; | |
(5) The benefit plan investing in the notes or certificates is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D of the SEC under the Securities Act of 1933; and | |
(6) The trust satisfies the following requirements: |
(a) the corpus of the trust consists solely of assets of the type which have been included in other investment pools, | |
(b) securities in these other investment pools have been rated in one of the four highest generic rating categories by one of the rating agencies specified above for at least one year prior to the benefit plan’s acquisition of the notes or certificates, and | |
(c) securities evidencing interests in these other investment pools have been purchased by investors other than benefit plans for at least one year prior to any benefit plan’s acquisition of the notes or certificates. |
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(7) if benefit plans hold any securities that involve an interest rate swap or (if purchased by or on behalf of the Trust) an interest rate cap contract, then the swap or interest rate cap must meet several requirements, including that it: |
(a) is an “eligible swap;” | |
(b) is with an “eligible swap counterparty;” | |
(c) is purchased by a “qualified plan investor;” | |
(d) meets certain additional specific conditions which depend on whether the swap is a “ratings dependent swap” or a “non-rating dependent swap;” and | |
(e) permits the Trust to make termination payments to the swap counterparty (other than currently scheduled payments) solely from excess spread or amounts otherwise payable to the Servicer or depositor. |
An “eligible swap” is one which: |
(a) is denominated in U.S. dollars; | |
(b) pursuant to which the Trust pays or receives, on or immediately prior to the respective payment or distribution date for the class of securities to which the swap relates, a fixed rate of interest or a floating rate of interest based on a publicly available index (e.g., LIBOR or the U.S. Federal Reserve’s Cost of Funds Index (COFI), with the Trust receiving such payments on at least a quarterly basis and obligated to make separate payments no more frequently than the swap counterparty, with all simultaneous payments being netted (“Allowable Interest Rate”); | |
(c) has a notional amount that does not exceed either: (1) the principal balance of the class of securities to which the swap relates, or (2) the portion of the principal balance of such class represented solely by receivables in the Trust (“Allowable Notional Amount”); | |
(d) is not leveraged (i.e., payments are based on the applicable notional amount, the day count fractions, the fixed or floating rates permitted above, and the difference between the products thereof, calculated on aone-to-one ratio and not on a multiplier of such difference) (“not Leveraged”); | |
(e) has a final termination date that is either the earlier of the date on which the Trust terminates or the related class of securities are fully repaid; and | |
(f) does not incorporate any provision that could cause a unilateral alteration in the interest rate requirements described above or the prohibition against leveraging without the consent of the trustee. |
An “eligible swap counterparty” means a bank or other financial institution that has a rating at the date of issuance of the securities that is in one of the three highest long term credit rating categories or one of the two highest short term credit rating categories utilized by at least one of the rating agencies rating the securities; provided that, if a swap counterparty is relying on it short term rating to establish eligibility hereunder, such swap counterparty must either have a long term rating in one of the three highest long term rating categories or not have a long term rating from the applicable rating agency. |
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A “qualified plan investor” is a benefit plan where the decision to buy such class of securities is made on behalf of the benefit plan by a independent fiduciary qualified to analyze and understand the swap transaction and the effect the swap would have on the rating of the securities and such fiduciary is either: |
(a) a “qualified professional asset manager” (“QPAM”) under PTCE 84-14; | |
(b) an “in-house asset manager” under PTCE 96-23; or | |
(c) has total assets (both plan and non-plan) under management of at least $100 million at the time the securities are acquired by the benefit plan. |
In “ratings dependent swaps” (where the rating of a class of securities is dependent on the terms and conditions of the swap), the swap agreement must provide that if the credit rating of the swap counterparty is withdrawn or reduced by any rating agency below a level specified by the rating agency, the Trust Administrator must, within the period specified under the Pooling and Administration Agreement: |
(a) obtain a replacement swap agreement with an eligible swap counterparty which is acceptable to the rating agency and the terms of which are substantially the same as the current swap agreement (at which time the earlier swap agreement must terminate); or | |
(b) cause the swap counterparty to establish any collateralization or other arrangement satisfactory to the rating agency such that the then current rating by the rating agency of the particular class of securities will not be withdrawn or reduced. |
In the event that the Trust Administrator fails to meet these obligations, benefit plan securityholders must be notified in the immediately following periodic report, which is provided to securityholders, but in no event later than the end of the second month beginning after the date of such failure. Sixty days after the receipt of such report, the exemptive relief provided under the underwriter’s exemption will prospectively cease to be applicable to any class of securities held by a benefit plan which involves such ratings dependent swap. | |
“Non-rating dependent swaps” (those where the rating of the securities does not depend on the terms and conditions of the swap) are subject to the following conditions. If the credit rating of the swap counterparty is withdrawn or reduced below the lowest permitted above, the Trust Administrator will, within a specified period after such rating withdrawal or reduction: |
(a) obtain a replacement swap agreement with an eligible swap counterparty, the terms of which are substantially the same as the current swap agreement (at which time the earlier swap agreement must terminate); | |
(b) cause the swap counterparty to post collateral with the Trust in an amount equal to all payments owed by the swap counterparty if the swap transaction were terminated; or | |
(c) terminate the swap agreement in accordance with its terms. |
(8) If an Trust includes a yield supplement agreement, it must qualify as an “eligible yield supplement agreement” as described below: An “eligible yield supplement agreement” is any yield supplement agreement or similar arrangement or (if purchased |
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by or on behalf of the Trust) an interest rate cap contract to supplement the interest rates otherwise payable on obligations held by the Trust (“EYS Agreement”). If the EYS Agreement has a notional principal amount, the EYS Agreement may only be held as an asset of the Trust with respect to securities purchased by benefit plans if it meets the following conditions: |
(a) it is denominated in U.S. dollars; | |
(b) it pays an Allowable Interest Rate; | |
(c) it is not Leveraged; | |
(d) it does not allow any of these three preceding requirements to be unilaterally altered without the consent of the trustee; | |
(e) it is entered into between the Trust and an eligible swap counterparty; and | |
(f) is has an Allowable Notional Amount. |
(9) The legal document establishing the Trust contains restrictions necessary to ensure that the assets of the Trust may not be reached by creditors of the depositor in the event of its bankruptcy or insolvency, the Transfer and Servicing Agreements prohibit all parties from filing an involuntary bankruptcy or insolvency petition against the Trust and legal opinions are issued in connection with the transfer of assets to the Trust to the effect that the transfer of receivables is a true sale and, for debt securities, that the noteholders have a perfected security interest in the receivables. |
• | the benefit plan’s investment in the notes or certificates does not exceed 25% of all of the notes or certificates outstanding at the time of the acquisition; | |
• | immediately after the acquisition, no more than 25% of the assets of the benefit plan with respect to which the person has discretionary authority or renders investment advice is invested in securities representing an interest in a trust containing assets sold or serviced by the same entity as the Trust; and | |
• | in the case of the acquisition of notes or certificates in connection with their initial issuance, at least 50% of each class of such securities in which benefit plans have invested and at least 50% of the aggregate interest in the Trust is acquired by persons independent of the restricted group. |
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• | it qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act of 1933, and | |
• | in the case of securities that involve an interest rate swap, the decision to purchase the securities is made by an independent fiduciary that is qualified to analyze and understand the terms and conditions of the interest rate swaps and the effect such swaps will have on the credit ratings of the securities, and is either (a) a “qualified professional asset manager” as defined under Part V(a) of PTCE 84-14, (b) an“in-house asset manager” as defined under Part IV(a) of PTCE 96-23, or (c) a benefit plan fiduciary with total assets under management of at least $100 million at the time of the acquisition of the securities. |
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(1) set forth the price at which each class of securities being offered will be offered to the public and any concessions that may be offered to certain dealers participating in the offering of those securities; or | |
(2) specify that the securities are to be resold by the underwriters in negotiated transactions at varying prices to be determined at the time of sale. |
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ITEM 14. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. |
Securities and Exchange Commission registration fee | $ | 767,500.00 | |||
Printing and engraving costs | 360,000.00 | ||||
Legal fees | 7,000,000.00 | ||||
Trustee fees and expenses | 80,000.00 | ||||
Accountant’s fees | 1,000,000.00 | ||||
Rating Agencies’ fees | 4,000,000.00 | ||||
Miscellaneous expenses | 400,000.00 | ||||
Total | $ | 13,607,500.00 | |||
ITEM 15. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
ITEM 16. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
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ITEM 17. | UNDERTAKINGS. |
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); | |
(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | |
(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement; |
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof. | |
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
(4) That, for the purpose of determining liability under the Securities Act to any purchaser, |
(i) Each prospectus filed by each undersigned registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the |
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date the filed prospectus was deemed part of and included in this registration statement; and | |
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supercede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) That, for the purpose of determining liability of each registrant under the Securities Act to any purchaser in the initial distribution of the securities: | |
Each undersigned registrant undertakes that in a primary offering of securities of that undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, that undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | |
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of that undersigned registrant or used or referred to by that undersigned registrant; | |
(iii) The portion of any other free writing prospectus relating to the offering containing material information about that undersigned registrant or its securities provided by or on behalf of that undersigned registrant; and | |
(iv) Any other communication that is an offer in the offering made by that undersigned registrant to the purchaser. |
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(i) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof. | |
(ii) That, except as otherwise provided by Item 1105 of Regulation AB (17 CFR 229.1105), information provided in response to that Item pursuant to Rule 312 of Regulation S-T (17 CFR 232.312) through the specified Internet address in the prospectus is deemed to be a part of the prospectus included in the registration statement. | |
(iii) To provide to any person without charge, upon request, a copy of the information provided in response to Item 1105 of Regulation AB pursuant to Rule 312 of Regulation S-T through the specified Internet address as of the date of the prospectus included in the registration statement if a subsequent update or change is made to the information. |
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CAPITAL AUTO RECEIVABLES LLC | |
/s/SANJIV KHATTRI | |
Sanjiv Khattri | |
Chairman of the Board |
Signature | Title | |||
*/s/ SANJIV KHATTRI | Chairman of the Board and Director (Principal Executive Officer) | |||
*/s/ WILLIAM F. MUIR | President and Director | |||
*/s/ DAVID C. WALKER | Vice President and Director | |||
*/s/ BARBARA J. STOKEL | Vice President and Director | |||
*/s/ MARK E. NEWMAN | Vice President and Director (Principal Financial Officer) | |||
*/s/ CYNTHIA A. RANZILLA | Vice President and Director | |||
*/s/ GUNTER DUFEY | Director | |||
*/s/ RICHARD E. DAMMAN | Director |
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Signature | Title | |||
*/s/ ERIC A. FELDSTEIN | Director | |||
*/s/ WILLIAM J. MCGRANE III | Controller (Principal Accounting Officer) | |||
By: | /s/ WILLIAM J. MCGRANE III Title: Attorney-in-Fact |
* | The undersigned, by signing his name hereto, does hereby sign this Registration Statement on behalf of the above-indicated officer or director of the Registrant pursuant to the Power of Attorney signed by such officer or director |
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CENTRAL ORIGINATING LEASE TRUST | |
By: CENTRAL ORIGINATING LEASE, LLC, as a Certificateholder of Central Originating Lease Trust | |
/s/SANJIV KHATTRI | |
Sanjiv Khattri | |
Chairman of the Board |
Signature | Title | |||
*/s/ SANJIV KHATTRI | Chairman of the Board and Director (Principal Executive Officer) | |||
*/s/ WILLIAM F. MUIR | President and Director | |||
*/s/ DAVID C. WALKER | Vice President and Director | |||
*/s/ BARBARA J. STOKEL | Vice President and Director | |||
*/s/ MARK E. NEWMAN | Vice President and Director (Principal Financial Officer) | |||
*/s/ CYNTHIA A. RANZILLA | Vice President and Director | |||
*/s/ DAVID J. BROPHY | Director | |||
*/s/ RICHARD E. DAMMAN | Director |
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Signature | Title | |||
/s/ ERIC A. FELDSTEIN | Director | |||
/s/ WILLIAM J. MCGRANE III | Controller (Principal Accounting Officer) | |||
By: | /s/ WILLIAM J. MCGRANE III Title: Attorney-in-Fact |
* | The undersigned, by signing his name hereto, does hereby sign this Registration Statement on behalf of the above-indicated officer or director of the Registrant pursuant to the Power of Attorney signed by such officer or director |
II-9
Table of Contents
Exhibit | ||||
Index | Description | |||
1.1 | Form of Underwriting Agreement for the Secured Notes. (incorporated by reference to Registrant from Amendment No. 1 to Registration Statement File No. 333-131476, dated March 15, 2006). | |||
3.1 | Limited Liability Company Agreement of Capital Auto Receivables LLC entered into by the Company on October 20, 2006, as amended by Amendment No. 1 to Limited Liability Company Agreement, dated as of November 20, 2006 (incorporated by reference to Registrant from Amendment No. 3 to Registration Statement File No. 333-105077, dated December 4, 2006). Articles of Incorporation (incorporated by reference to Registrant from Registration Statement File No. 33-49169, dated November 15, 1993) and Amended and Restated By-laws of Capital Auto Receivables, Inc. (incorporated by reference to Registrant from Registration Statement File No. 333-06039, dated June 14, 1996). | |||
3.2 | Declaration of Trust, dated as of December 13, 2006, by Deutsche Bank Trust Company Delaware and acknowledged, accepted and agreed to by COLT, LLC.* | |||
3.3 | Form of COLT 200 - Supplement to Third Amended and Restated Declaration of Trust between COLT, LLC and Deutsche Bank Trust Company Delaware. (incorporated by reference to Registrant from Amendment No. 1 to Registration Statement File No. 333-131476, dated March 15, 2006). | |||
4.1 | Form of CARAT Trust Agreement between the Seller and the CARAT owner trustee. (incorporated by reference to Registrant from Amendment No. 1 to Registration Statement File No. 333-131476, dated March 15, 2006). | |||
4.2 | Form of CARAT Indenture between the CARAT trust and the CARAT indenture trustee. (incorporated by reference to Registrant from Amendment No. 1 to Registration Statement File No. 333-131476, dated March 15, 2006). | |||
4.3 | Form of COLT 200 - Indenture between COLT and the COLT indenture trustee. (incorporated by reference to Registrant from Amendment No. 1 to Registration Statement File No. 333-131476, dated March 15, 2006). | |||
5.1 | Opinion of Mayer, Brown, Rowe & Maw LLP with respect to legality of Secured Notes, the Notes and the Certificates.* | |||
8.1 | Opinion of Mayer, Brown, Rowe & Maw LLP with respect to tax matters of Secured Notes.* | |||
23.1 | Consent of Mayer, Brown, Rowe & Maw LLP (included as part of Exhibit 5.1).* | |||
24.1 | Powers of Attorney.* | |||
25.1 | Statement of Eligibility of the Trustee for the Notes and Certificates secured by the Secured Notes.** | |||
25.2 | Statement of Eligibility of the Trustee of the Secured Notes.** | |||
99.1 | Form of Transfer Direction re: Transfer of Beneficial Interest in VAULT from GMAC to COLT (incorporated by reference to Registrant from Form 8-K, dated April 28, 2005 and filed on May 9, 2005). | |||
99.2 | Form of VAULT Pledge and Security Agreement by VAULT (incorporated by reference to Registrant from Form 8-K, dated April 28, 2005 and filed on May 9, 2005). | |||
99.3 | Form of COLT 200 - Sale and Contribution Agreement between COLT and GMAC (incorporated by reference to Registrant from Form 8-K, dated April 28, 2005 and filed on May 9, 2005). | |||
99.4 | Form of COLT 200 - Servicing Agreement among COLT, GMAC and the COLT indenture trustee. (incorporated by reference to Registrant from Amendment No. 1 to Registration Statement File No. 333-131476, dated March 15, 2006). |
Table of Contents
Exhibit | ||||
Index | Description | |||
99.5 | Form of COLT 200 - Pull Ahead Funding Agreement among COLT, GMAC and the COLT indenture trustee (incorporated by reference to Registrant from Form 8-K, dated April 28, 2005 and filed on May 9, 2005). | |||
99.6 | Form of COLT 200 - Custodian Agreement between GMAC and COLT (incorporated by reference to Registrant from Form 8-K, dated April 28, 2005 and filed on May 9, 2005). | |||
99.7 | Form of CARAT Pooling and Administration Agreement between the Seller and GMAC (incorporated by reference to Registrant from Form 8-K, dated April 28, 2005 and filed on May 9, 2005). | |||
99.8 | Form of CARAT Trust Sale and Administration Agreement among GMAC, the Seller and the CARAT trust. (incorporated by reference to Registrant from Amendment No. 1 to Registration Statement File No. 333-131476, dated March 15, 2006). |
* | Filed herewith. |
** | To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939. |