EXHIBIT 99.6
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CAPITAL AUTO RECEIVABLES ASSET TRUST 200 -
COLT 200_-__ SALE AND CONTRIBUTION AGREEMENT
BETWEEN
GENERAL MOTORS ACCEPTANCE CORPORATION
AND
CENTRAL ORIGINATING LEASE TRUST
DATED AS OF __, 200_
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TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS
SECTION 1.01 Definitions.................................................................... 2
SECTION 1.02 Owner of a Series 200 - Lease Asset............................................ 2
ARTICLE 2
PURCHASE AND SALE OF SERIES 200 - LEASE ASSETS
SECTION 2.01 Purchase and Sale of Series 200 - Lease Assets................................. 2
SECTION 2.02 COLT's Consideration for the Sold Assets....................................... 3
SECTION 2.03 The Closing.................................................................... 4
SECTION 2.04 Custody of Lease Files......................................................... 4
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
SECTION 3.01 Representations and Warranties as to the Series 200 - Lease Assets............. 4
SECTION 3.02 Additional Representations and Warranties of the Seller........................ 7
SECTION 3.03 Representations and Warranties of COLT......................................... 9
ARTICLE 4
ADDITIONAL AGREEMENTS
SECTION 4.01 Conflicts With Secured Notes Transfer and Servicing Agreements................. 10
SECTION 4.02 Protection of Title............................................................ 10
SECTION 4.03 Other Liens or Interests....................................................... 10
SECTION 4.04 Warranty Repurchase Events..................................................... 11
SECTION 4.05 Indemnification................................................................ 11
SECTION 4.06 Pre-Closing Collections........................................................ 11
SECTION 4.07 Pledge of Sold Assets to COLT Indenture Trustee................................ 11
ARTICLE 5
CONDITIONS
SECTION 5.01 Conditions to Obligation of COLT............................................... 12
SECTION 5.02 Conditions To Obligation of the Seller......................................... 13
ARTICLE 6
MISCELLANEOUS PROVISIONS
SECTION 6.01 Amendment...................................................................... 13
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TABLE OF CONTENTS
(continued)
PAGE
SECTION 6.02 Survival....................................................................... 14
SECTION 6.03 Notices........................................................................ 14
SECTION 6.04 Governing Law.................................................................. 14
SECTION 6.05 Waivers........................................................................ 14
SECTION 6.06 Costs and Expenses............................................................. 14
SECTION 6.07 Confidential Information....................................................... 14
SECTION 6.08 Headings....................................................................... 14
SECTION 6.09 Counterparts................................................................... 14
SECTION 6.10 No Petition Covenant........................................................... 15
SECTION 6.11 Limitations on Rights of Others................................................ 15
SECTION 6.12 Series Liabilities............................................................. 15
SECTION 6.13 Limitation of Liability........................................................ 15
EXHIBIT A Form of COLT 200_-__ Lease Assets Assignment
SCHEDULE A Series 200_-__ Lease Assets Schedule
SCHEDULE B Perfection Representations
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THIS COLT 200_-__ SALE AND CONTRIBUTION AGREEMENT, dated as of ____, 200_
(this "COLT Sale and Contribution Agreement" or this "Agreement"), between
CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust ("COLT"), and
GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation ("GMAC," referred
to as the "Seller" in its capacity as seller of the Series 200_-__ Lease Assets
and as the "Servicer" in its capacity as servicer of the Series 200_-__ Lease
Assets).
WHEREAS, COLT desires to purchase as of the date hereof a portfolio of
automobile and light truck leases and related vehicles beneficially owned by the
Seller known as the Series 200_-__ Lease Assets;
WHEREAS, the Seller is willing to sell as of the date hereof such Series
200_-__ Lease Assets to COLT;
WHEREAS, GMAC, in its capacity as Servicer, has agreed to service such
Series 200_- Lease Assets pursuant to the COLT Servicing Agreement, dated as of
the date hereof, between the Servicer, COLT and the COLT Indenture Trustee (the
"COLT Servicing Agreement");
WHEREAS, concurrently herewith, COLT will issue secured notes to the
Seller (the "COLT 200_-__ Secured Notes") to partially fund its acquisition of
such Series 200_-__ Lease Assets;
WHEREAS, COLT and GMAC may wish to provide in the agreements pursuant to
which COLT issues the COLT 200_-__ Secured Notes and GMAC acquires its interest
in such COLT 200_-__ Secured Notes (all such agreements, including the COLT
Indenture, the COLT Servicing Agreement, the CARAT Pooling and Servicing
Agreement, the CARAT Trust Sale and Servicing Agreement, the CARAT Trust
Agreement, and the CARAT Indenture being collectively the "Secured Notes
Transfer and Servicing Agreements") that GMAC shall service the Series 200 -
Lease Assets and the COLT 200_-__ Secured Notes;
WHEREAS, the Servicer is willing to service such Series 200_-__ Lease
Assets in accordance with the terms of the COLT Servicing Agreement for the
benefit of COLT and, by its execution of each Secured Notes Transfer and
Servicing Agreements to which it is a party, is willing to service such secured
notes in accordance with the terms of such Secured Notes Transfer and Servicing
Agreements for the benefit of Capital Auto Receivables Asset Trust 200_- (the
"Issuer") and the COLT 200_-__ Secured Noteholders and each other party
identified or described herein or in the Secured Notes Transfer and Servicing
Agreements as having an interest as owner, trustee, secured party or holder of
the COLT 200 - Secured Notes or of obligations secured by the COLT 200_-__
Secured Notes (the Issuer and all such parties under the Secured Notes Transfer
and Servicing Agreements being "Interested Parties") with respect to such Series
200_-__ Lease Assets, and the proceeds thereof, as the interests of such parties
may appear from time to time.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01 Definitions. Capitalized terms used in this Agreement are
defined in and shall have the meanings assigned to them in Part I of Exhibit A
to the COLT Servicing Agreement, or if not defined therein, shall have the
meanings assigned to them in Part I of Exhibit I to the Third Amended and
Restated Declaration of Trust, dated as of March 25, 2004 (the "Declaration of
Trust"), by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, and
acknowledged, accepted and agreed by Central Originating Lease, LLC ("COLT,
LLC"), as Residual Certificateholder, and GMAC. All references herein to "this
Agreement" are to this COLT Sale and Contribution Agreement as it may be
amended, supplemented or otherwise modified from time to time. The rules of
construction set forth in Part II of Exhibit A to the COLT Servicing Agreement
shall be applicable to this COLT Sale and Contribution Agreement.
SECTION 1.02 Owner of a Series 200_-__ Lease Asset. For purposes of this
Agreement, the "Owner" of a Series 200_-__ Lease Asset shall mean COLT;
provided, however, that the Seller or the Servicer, as applicable, shall be the
"Owner" of any Series 200_-__ Lease Asset from and after the time that such
Person shall acquire such Series 200_-__ Lease Asset, whether pursuant to
Section 4.04 of this Agreement, any provision of the COLT Servicing Agreement or
otherwise.
ARTICLE 2
PURCHASE AND SALE OF SERIES 200_-__ LEASE ASSETS
SECTION 2.01 Purchase and Sale of Series 200_-__ Lease Assets.
(a) On the Series 200_-__ Closing Date, subject to satisfaction of
the conditions specified in Article V and the COLT 200_-__ Lease Assets
Assignment (and, in any event, immediately prior to consummation of the related
transactions contemplated by the Secured Notes Transfer and Servicing
Agreements, if any), the Seller shall sell, transfer, assign and otherwise
convey to COLT, without recourse (except as specifically provided in the Basic
Documents and the COLT 200_-__ Basic Documents):
(i) all right, title and interest of the Seller in, to and
under the Series 200_-__ Lease Assets listed on the Series 200_-__ Lease
Assets Schedule attached as Schedule A hereto (including the Beneficial Interest
in each Vehicle related thereto) and all monies due thereunder on and after the
Cutoff Date and, with respect to the Vehicles, to the extent permitted by law,
any accessions thereto;
(ii) the interest of the Seller in any proceeds from claims on
any physical damage, credit life, credit disability or other insurance policies
covering Vehicles or Lessees;
(iii) the interest of the Seller in any proceeds from recourse
against Dealers on the Series 200_-__ Lease Assets;
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(iv) all right, title and interest of the Seller in, to and
under the COLT 200_-__ Lease Assets Assignment;
(v) all right, title and interest of the Seller in, to and
under the VAULT Trust Agreement (solely with respect to the Vehicles related to
the Series 200_-__ Lease Assets);
(vi) all right, title and interest of the Seller in, to and
under the COLT Servicing Agreement and the other COLT 200_-__ Basic Documents;
and
(vii) the present and future claims, demands, causes and
choses in action in respect of any or all the foregoing described in clauses
(i), (ii), (iii), (iv), (v) and (vi) above and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all the
foregoing, including all proceeds of the conversion of any or all of the
foregoing, voluntary or involuntary, into cash or other liquid property, all
cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, insurance proceeds, investment
property, payment intangible, general intangibles, condemnation awards, rights
to payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing (collectively, the "Sold
Assets").
(b) It is the intention of the Seller and COLT that the transfer and
assignment of Sold Assets contemplated by this Agreement and the COLT 200_-__
Lease Assets Assignment shall constitute a sale of the Sold Assets from the
Seller to COLT and the beneficial interest in and title to the Sold Assets shall
not be part of the Seller's estate in the event of the filing of a bankruptcy
petition by or against the Seller under any bankruptcy law.
(c) The transfer and assignment of the Sold Assets contemplated by
this Agreement and the COLT 200_-__ Lease Assets Assignment does not constitute
and is not intended to result in any assumption by COLT of any obligation of the
Seller to the Lessees, Dealers, insurers or any other Person in connection with
the 200 - Lease Assets, any Supplemental Dealer Agreements, any insurance
policies or any agreement or instrument relating to any of them.
SECTION 2.02 COLT's Consideration for the Sold Assets. In consideration of
the Seller's conveyance of the Sold Assets pursuant to Section 2.01 on the
Series 200_-__ Closing Date, COLT shall (x) deliver or cause the COLT Indenture
Trustee to deliver to the CARAT Indenture Trustee in accordance with Section
2.3(d) of the COLT Indenture the COLT 200_-__ Secured Notes in an initial
aggregate principal amount equal to 99% of the Aggregate ABS Value of the Series
200_-__ Lease Assets on the Series 200_-__ Closing Date and (y) execute and
deliver to COLT an assignment in the form attached hereto as Exhibit A (the
"COLT 200 - Lease Assets Assignment"). In the event that the aggregate fair
market value of the Series 200_-__ Lease Assets sold to COLT on the Series
200_-__ Closing Date exceeds the aggregate initial principal balance of the COLT
200_-__ Secured Notes, then simultaneously with such sale to COLT by the Seller
of the Sold Assets, COLT shall be deemed to have made a new issuance of equity
to the Seller in the amount of such excess and the Seller shall be deemed to
have made a simultaneous capital contribution of such equity interest in COLT to
COLT, LLC (which shall be
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evidenced by the Series 200_-__ Certificate held by COLT, LLC on the Series
200_-__ Closing Date).
SECTION 2.03 The Closing. The sale and purchase of the Sold Assets shall
take place at the offices of Mayer, Brown, Rowe & Maw LLP, 190 South LaSalle
Street, Chicago, Illinois 60603, on the Series 200_-__ Closing Date at a time
mutually agreeable to the Seller and COLT, and shall occur simultaneously with
the closing of transactions contemplated by the Secured Notes Transfer and
Servicing Agreements.
SECTION 2.04 Custody of Lease Files. In connection with the sale, transfer
and assignment of the Series 200_-__ Lease Assets to COLT pursuant to this
Agreement and the COLT 200_-__ Lease Assets Assignment, COLT, simultaneously
with the execution and delivery of this Agreement, shall enter into the COLT
Custodian Agreement with the COLT Custodian, pursuant to which COLT shall
revocably appoint the COLT Custodian, and the COLT Custodian shall accept such
appointment, to act as the agent of COLT as COLT Custodian of the following
documents or instruments which shall be constructively delivered to COLT with
respect to each Series 200_-__ Lease Asset:
(a) the fully executed original of the Program Lease for such Series
200_-__ Lease Asset;
(b) documents evidencing or related to any insurance policy covering
the related Vehicle;
(c) the original application of each Lessee, fully executed by each
Lessee on a form that meets the Seller's customary origination standards;
(d) where permitted by law, the original certificate of title (as
soon as it is received) and otherwise such documents, if any, that the Seller
keeps on file in accordance with its customary procedures indicating that title
to the Vehicle is in the name of VAULT and an interest as first lienholder or
secured party is in the name of the Seller; and
(e) any and all other documents that the Seller keeps on file in
accordance with its customary procedures relating to the Program Lease for such
Series 200_-__ Lease Asset or the related Lessee or Vehicle, including any
written modifications or extensions of the related Program Lease.
The items described in clauses (a) through (e) above are referred to
collectively as the "Series 200_-__ Lease Assets Files."
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
SECTION 3.01 Representations and Warranties as to the Series 200_-__ Lease
Assets. The Seller makes the following representations and warranties as to the
Series 200_-__ Lease Assets on which COLT relies in accepting the Series 200 -
Lease Assets. Such representations and warranties speak as of the Series 200 -
Closing Date with respect to the Series 200_-
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Lease Assets, and shall survive the sale, transfer and assignment of the Series
200_-__ Lease Assets to COLT:
(i) Characteristics of Series 200_-__ Leases. Each Series
200_-__ Lease (A) was originated by a Dealer for the original retail lease of a
Vehicle (excluding fleet leases) in the ordinary course of such Dealer's
business, was fully and properly executed by the parties thereto, was purchased
by the Seller from such Dealer under an existing Supplemental Dealer Agreement
with such Dealer and was validly assigned by such Dealer to the Seller in
accordance with its terms, (B) contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for
realization against the Vehicle of the benefits of the Series 200_-__ Lease, and
(C) provides for level monthly payments (provided that the payment in the first
Collection Period and the final Collection Period of the Series 200_-__ Lease
may be different from the level payments) that fully amortize the capitalized
cost of the lease to the Stated Residual Value over the lease term.
(ii) Compliance with Law. All requirements of applicable
federal, state and local laws, and regulations thereunder, including any
Truth-in-Leasing laws, usury laws, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting
Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act,
the Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations "B," "M"
and "Z," the Soldiers' and Sailors' Civil Relief Act of 1940, the Texas Consumer
Credit Code, and state adaptations of the National Consumer Act, the federal
Consumer Leasing Act of 1976 and of the Uniform Consumer Credit Code and other
consumer credit and consumer leasing laws and equal credit opportunity and
disclosure laws, in respect of the Series 200_-__ Leases, have been complied
with in all material respects, and each Series 200_-__ Lease complied at the
time it was originated or made and now complies in all material respects with
all legal requirements of the jurisdiction in which it was originated or made.
(iii) Binding Obligation. Each Series 200_-__ 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 such enforceability is considered in a proceeding
in equity or at law.
(iv) Good Title. Upon conveyance of the Series 200_-__ Lease
Asset by the Dealer to the Seller, (1) the Seller has good title in and to the
Series 200_-__ 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) the Seller owns and has good title to all of the Beneficial Interest in
each related Vehicle, in each case free of any Lien.
(v) Leases in Force. No Series 200_-__ Lease has been
satisfied, subordinated, cancelled, terminated or rescinded.
(vi) No Default. There has been no default, breach, violation
or event permitting the lessor to terminate under the terms of any Series
200_-__ Lease, and no event has
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occurred and is continuing, other than any failure to pay amounts due under such
Series 200_- Lease Asset which is addressed in Section 3.01(a)(xix), 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
Series 200_-__ Lease, and none of the Dealer, the Seller, COLT or the Servicer
has waived any of the foregoing.
(vii) Insurance. Each Lessee is required to maintain physical
damage and liability insurance policies of the type that the Seller requires in
accordance with its customary underwriting standards for the purchase of
automotive leases.
(viii) Lawful Assignment. No Series 200_-__ Lease was
originated in, or is subject to the laws of, any jurisdiction the laws of which
would make unlawful the sale, transfer and assignment of such Series 200_-__
Lease and related Vehicle by the Dealer to the Seller and VAULT and by the
Seller to COLT and the pledge by COLT or its interest in such Series 200_-__
Lease to the COLT Indenture Trustee and the pledges by COLT and VAULT or their
respective interests in such related Vehicles to each COLT 200_-__ Secured
Noteholder.
(ix) Underwriting. Each Series 200_-__ Lease was underwritten
in substantial conformance with underwriting guidelines applied to similar
leases acquired by the Seller for its own account.
(x) Term of Series 200_-__ Leases. Each Series 200_-__ Lease
has an original scheduled term of not less than 24 months nor greater than 48
months.
(xi) Location. The Dealer selling each Series 200_-__ Lease
Asset to the Seller or COLT is located in the United States and each Lessee has
a billing address in the United States.
(xii) Triple Net Leases. Each Series 200_-__ Lease (including
all other agreements related thereto) is a triple net lease that requires the
related Lessee (or another Person other than the Seller) to pay all costs
relating to taxes, insurance and maintenance with respect to the related
Vehicle.
(xiii) Vehicles. Each Vehicle purchased by the Seller is a new
automobile or light duty truck manufactured by or for General Motors
Corporation.
(xiv) No Defenses. No right of rescission, setoff,
counterclaim or defense has been asserted or threatened with respect to any
Series 200_-__ Lease.
(xv) No Liens. To the best of Seller's knowledge: (1) Seller
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 the Seller or such
Affiliate for work, labor or materials affecting any Vehicle, (2) Seller has
not, as of the Series 200_-__ Closing Date, received a written notice of any
Liens or claims asserted against any Vehicle for work, labor or materials
affecting such Vehicle, (3) none of Seller or its Affiliates has received notice
from the PBGC of a lien imposed by Section 4068 of ERISA upon any Series 200_-__
Lease Asset and no such notice of lien has been filed with the appropriate
Governmental Authority upon any Series 200_-__ Lease Asset and (4) none of the
Seller or its Affiliates has received notice from the IRS of a lien imposed by
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U.S.C. Section 6321 upon any Series 200_-__ Lease Asset and no such notice of
lien has been filed with the appropriate Governmental Authority upon any Series
200_-__ Lease Asset.
(xvi) All Filings and Notations Made. All filings (including
UCC filings) necessary in any jurisdiction to give COLT a first priority
perfected security interest in the Series 200_-__ Leases have been made and no
filings are necessary with respect to the transfer of the Beneficial Interest in
each related Vehicle.
(xvii) One Original. There is only one original executed copy
of each Series 200_-__ Lease.
(xviii) Lowest Lease Rate. The lowest implicit lease rate of
any Series 200_-__ Lease is 0%.
(xix) Not Delinquent. As of the Cut-Off Date as to each Series
200_-__ Lease, such Series 200_-__ Lease was not considered past due; that is,
the payments due on such Series 200_-__ Lease in excess of $25 have been
received within 30 days of the payment date and no Series 200_-__ Lease was a
Liquidating Lease Asset.
(xx) No Documents or Instruments. No Series 200_-__ Lease
Asset, or constituent part thereof, constitutes a "negotiable instrument" or
"negotiable document of title" (as such terms are used in the UCC).
(xxi) Initial ABS Value. The Initial ABS Value of the Series
200_-__ Lease Assets is $_______.
(xxii) No Waiver. Since the Cutoff Date, no provision of a
Series 200_-__ Lease has been, or will be waived, altered or modified in any
respect, except in accordance with the Servicer's customary servicing
procedures.
(xxiii) Origination Date. Each Series 200_-__ Lease was
originated on or after , 200 .
(xxiv) Series 200_-__ Lease Assets Schedule. The information
set forth in the Series 200_-__ Lease Asset Schedule is true and correct in all
material respects, and no selection procedures believed by GMAC to be adverse to
COLT or to the Series 200_-__ Further Holders were utilized in selecting the
Series 200_-__ Leases from those leases of GMAC that meet the selection criteria
set forth in this Agreement.
(xxv) Creation, Perfection and Priority of Security Interests.
The Perfection Representations, which are attached to this Agreement as Schedule
B, are true and correct to the extent they are applicable.
SECTION 3.02 Additional Representations and Warranties of the Seller. The
Seller hereby represents and warrants to COLT as of the Series 200_-__ Closing
Date with respect to the Series 200_-__ Lease Assets, in its capacity as the
seller of the Series 200_-__ Lease Assets hereunder, that:
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(a) Organization and Good Standing. The Seller has been duly
organized and is validly existing as a corporation in good standing under the
laws of the State of Delaware, with power and authority to own its properties
and to conduct its business as such properties are presently owned and such
business is presently conducted;
(b) Due Qualification. The Seller is duly qualified to do business
as a foreign corporation in good standing, and has obtained all necessary
licenses and approvals, in all jurisdictions in which the ownership or lease of
property or the conduct of its business (including the servicing of the Series
200_-__ Lease Assets) requires or shall require such qualification;
(c) Power and Authority. The Seller has the power and authority to
execute and deliver this Agreement and the COLT 200_-__ Lease Assets Assignment
and to carry out its terms; the Seller has full power and authority to sell and
assign the property to be sold and assigned to COLT and to service the Series
200_-__ Lease Assets as provided in the COLT Servicing Agreement and in the
Secured Notes Transfer and Servicing Agreements, has duly authorized such sale
and assignment to COLT by all necessary corporate action; and the execution,
delivery and performance of this Agreement and the related COLT 200_-__ Lease
Assets Assignment have been duly authorized by the Seller by all necessary
corporate action;
(d) Valid Sale; Binding Obligation. This Agreement and the COLT
200_-__ Lease Assets Assignment, when duly executed and delivered, shall
constitute a valid sale, transfer and assignment of the Series 200_-__ Lease
Assets, enforceable against creditors of and purchasers from the Seller; and
this Agreement together with the Assignment, when duly executed and delivered,
shall constitute a legal, valid and binding obligation of the Seller enforceable
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights in general and by general principles of equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law;
(e) No Violation. The consummation of the transactions contemplated
by this Agreement and the related COLT 200_-__ Lease Assets Assignment and the
fulfillment of the terms of this Agreement and the related COLT 200_-__ Lease
Assets Assignment shall not conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of time)
a default under, the articles of incorporation or by-laws of the Seller, or any
indenture, agreement, mortgage, deed of trust or other instrument to which the
Seller is a party or by which it is bound, or result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement, mortgage, deed of trust or other instrument, other
than this Agreement and the related COLT 200_-__ Lease Assets Assignment or
violate any law or, to the best of the Seller's knowledge, any order, rule or
regulation applicable to the Seller of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Seller or any of its properties; and
(f) No Proceedings. There are no proceedings or to the Seller's
knowledge investigations pending, or threatened, before any court, regulatory
body, administrative agency or other tribunal or governmental instrumentality
having jurisdiction over the Seller or its properties (A) asserting the
invalidity of this Agreement and the related COLT 200_-__ Lease
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Assets Assignment, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement and the COLT 200_-__ Lease Assets
Assignment, or (C) seeking any determination or ruling that might materially and
adversely affect the performance by the Seller of its obligations under, or the
validity or enforceability of, this Agreement and the COLT 200_-__ Lease Assets
Assignment.
(g) Perfection Representations. The Perfection Representations shall
be a part of this Agreement for all purposes.
SECTION 3.03 Representations and Warranties of COLT. COLT hereby
represents and warrants to the Seller as of the Series 200_-__ Closing Date:
(a) Organization and Good Standing. COLT has been duly organized and
is validly existing as a statutory trust in good standing under the laws of the
State of Delaware, with power and authority to own its properties and to conduct
its business as such properties are presently owned and such business is
presently conducted, and had at all relevant times, and now has, power,
authority and legal right to acquire and own the Series 200_-__ Lease Assets;
(b) Due Qualification. COLT is duly qualified to do business as a
statutory trust in good standing, and has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of property or
the conduct of its business requires such qualification;
(c) Power and Authority. COLT has the power and authority to execute
and deliver this Agreement and the COLT 200_-__ Lease Assets Assignment and to
carry out its terms and the execution, delivery and performance of this
Agreement and the COLT 200_-__ Lease Assets Assignment have been duly authorized
by COLT by all necessary trust action;
(d) No Violation. The consummation of the transactions contemplated
by this Agreement and the COLT 200_-__ Lease Assets Assignment and the
fulfillment of the terms of this Agreement and the COLT 200_-__ Lease Assets
Assignment shall not conflict with, result in any breach of any of the terms and
provisions of or constitute (with or without notice or lapse of time) a default
under, the Declaration of Trust, or any indenture, agreement, mortgage, deed of
trust or other instrument to which COLT is a party or by which it is bound, or
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument,
other than any Secured Notes Transfer and Servicing Agreements or violate any
law or, to the best of COLT's knowledge, any order, rule or regulation
applicable to COLT of any court or of any Governmental Authority having
jurisdiction over COLT or any of its properties; and
(e) No Proceedings. There are no proceedings or, to COLT's
knowledge, investigations pending, or threatened, before any Governmental
Authority having jurisdiction over COLT or its properties (i) asserting the
invalidity of this Agreement and the COLT 200_-__ Lease Assets Assignment, or
(ii) seeking any determination or ruling that might materially and adversely
affect the performance by COLT of its obligations under, or the validity or
enforceability of, this Agreement and the COLT 200_-__ Lease Assets Assignment.
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ARTICLE 4
ADDITIONAL AGREEMENTS
SECTION 4.01 Conflicts With Secured Notes Transfer and Servicing
Agreements. To the extent that any provision of Sections 4.02 through 4.04 of
this Agreement conflicts with any provision of the Secured Notes Transfer and
Servicing Agreements, the Secured Notes Transfer and Servicing Agreements shall
govern.
SECTION 4.02 Protection of Title.
(a) Filings. The Seller shall authorize and execute, as applicable,
and file such financing statements and cause to be authorized and executed, as
applicable, and filed such continuation and other statements, all in such manner
and in such places as may be required by law fully to preserve, maintain and
protect the interest of COLT under this Agreement and the COLT 200_-__ Lease
Assets Assignment in the Series 200_-__ Lease Assets and the other Sold Assets
and in the proceeds thereof. The Seller shall deliver (or cause to be delivered)
to COLT file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing. The Seller hereby
authorizes COLT and its assigns to file all such financing statements and to
file such financing statements without the Seller's signature.
(b) Name Change. The Seller shall not change its state of
organization or its name, identity or corporate structure in any manner that
would, could or might make any financing statement or continuation statement
filed by the Seller in accordance with Section 4.02(a) seriously misleading
within the meaning of the UCC, unless it shall have given COLT and the COLT
200_-__ Further Holders at least 60 days prior written notice thereof.
(c) Executive Office; Maintenance of Offices. The Seller shall give
COLT, the COLT Indenture Trustee, the COLT Owner Trustee and the COLT 200_-__
Secured Noteholders at least 60 days prior written notice of any relocation of
its principal executive office if, as a result of such relocation, the
applicable provisions of the UCC would require the filing of any amendment of
any previously filed financing or continuation statement or of any new financing
statement. The Seller shall at all times maintain each office from which it
services Series 200_-__ Lease Assets and its principal executive office within
the United States of America.
(d) New Debtor. If the Seller shall change the jurisdiction in which
it is incorporated or otherwise enter into any transaction which would result in
a "new debtor" (as defined in the UCC) succeeding to the obligations of the
Seller hereunder, the Seller shall comply fully with the obligations of Section
4.02(a).
SECTION 4.03 Other Liens or Interests. Except for the conveyances
hereunder and under the COLT 200_-__ Lease Assets Assignment and as contemplated
by the Secured Notes Transfer and Servicing Agreements, the Seller shall not
sell, pledge, assign or transfer the Series 200_-__ Lease Assets or any other
Sold Assets to any other Person, or grant, create, incur, assume or suffer to
exist any Lien on any interest therein, and the Seller shall defend the right,
title and interest of COLT in, to and under such Series 200_-__ Lease Assets and
any other COLT 200_-__ Collateral against all claims of third parties claiming
through or under the Seller.
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SECTION 4.04 Warranty Repurchase Events. The Seller hereby covenants and
agrees with COLT for the benefit of COLT and the Interested Parties that in the
event of a breach of any of the Seller's representations and warranties
contained in Section 3.01(a) with respect to any Series 200_-__ Lease Asset (a
"Warranty Repurchase Event"), the Seller shall as of the last day of the second
Collection Period following its discovering or receiving notice of such breach
(or at the Seller's election, the last day of the first Collection period so
following), repurchase such Series 200_-__ Lease Asset (without giving effect in
Section 3.01(a)(xv) to the words "[t]o the best of the Seller's knowledge" in
determining whether such a breach occurred) (a "Warranty Lease Asset") from COLT
in exchange for its payment to COLT of the related Warranty Payment, without
further notice from COLT hereunder. Upon repurchase and payment of such Warranty
Payment with respect to any Warranty Lease Asset, the Seller shall be entitled
to receive the Released Warranty Amount, if any. The obligation of the Seller to
repurchase any Series 200_-__ Lease Asset as to which a breach has occurred and
is continuing shall, if such obligation is fulfilled, constitute the sole remedy
against the Seller for such breach available to COLT or the other Interested
Parties.
Upon payment of the Warranty Payment with respect to any Warranty Lease
Asset pursuant to this Section 4.04, COLT shall assign to the Seller, without
recourse, representation or warranty, all of COLT's right, title and interest in
and to such Series 200_-__ Lease Asset, all monies due thereon, proceeds from
insurance policies to the extent relating to such Series 200_-__ Lease Asset or
the related Lessee and the interests of COLT in rebates of premiums and other
amounts relating to insurance policies to the extent relating to such Series 200
- - Lease Asset and any documents relating thereto, such assignment being an
assignment outright and not for security; and the Seller shall thereupon own the
same free of all further obligation to COLT and the Series 200_-__ Further
Holders with respect thereto.
SECTION 4.05 Indemnification. The Seller shall indemnify COLT and the COLT
Owner Trustee for any liability as a result of the failure of a Series 200 -
Lease Asset to be originated in compliance with all requirements of law. This
indemnity obligation shall be in addition to any obligation that the Seller may
otherwise have.
SECTION 4.06 Pre-Closing Collections. Within two Business Days after the
Series 200_-__ Closing Date, the Seller shall transfer to the account or
accounts designated by COLT all collections on the Series 200_-__ Lease Assets
held by the Seller on the Series 200_-__ Closing Date and conveyed to COLT
pursuant to Section 2.01; provided, however, that so long as the Monthly
Remittance Conditions are satisfied, such collections need not be transferred
until the first Payment Date.
SECTION 4.07 Pledge of Sold Assets to COLT Indenture Trustee. The parties
hereto acknowledge and agree that COLT, pursuant to the COLT Indenture will
pledge the Sold Assets to the COLT Indenture Trustee and, with respect to its
Beneficial Interest in the related Vehicles, to the COLT 200_-__ Secured
Noteholders to secure COLT's obligations under the COLT 200_-__ Secured Notes.
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ARTICLE 5
CONDITIONS
SECTION 5.01 Conditions to Obligation of COLT. The obligation of COLT to
purchase the Series 200_-__ Lease Assets hereunder and pursuant to the COLT 200
- - Lease Assets Assignment is subject to the satisfaction of the following
conditions:
(a) Representations and Warranties True. The representations and
warranties of the Seller hereunder shall be true and correct at the time of the
Series 200 - Closing Date, and the Seller shall have performed all obligations
to be performed by it hereunder on or prior to the Series 200_-__ Closing Date.
(b) No Warranty Repurchase Event. No Warranty Repurchase Event shall
have occurred on or prior to the Series 200_-__ Closing Date.
(c) Computer Files Marked. The Seller shall, at its own expense, on
or prior to the Series 200_-__ Closing Date, indicate in its computer files
created in connection with the Series 200_-__ Lease Assets that the Series
200_-__ Lease Assets have been sold to COLT pursuant to this Agreement and the
COLT 200_-__ Lease Assets Assignment and shall deliver to COLT the Series
200_-__ Lease Asset Schedule certified by an officer of the Seller to be true,
correct and complete.
(d) Documents to be Delivered By the Seller.
(i) The COLT 200_-__ Lease Assets Assignment. On the Series
200_-__ Closing Date, the Seller shall execute and deliver the COLT 200_-__
Lease Assets Assignment.
(ii) Evidence of UCC Filing. On or prior to the Series 200_-__
Closing Date, the Seller shall record and file, at its own expense, a UCC-1
financing statement in each jurisdiction in which required by applicable law,
authorized by and naming the Seller as seller or debtor, naming COLT as
purchaser or secured party, describing the Series 200_-__ Lease Assets and the
other Sold Assets as collateral, meeting the requirements of the laws of each
such jurisdiction and in such manner as is necessary to perfect the sale,
transfer, assignment and conveyance of such Series 200_-__ Lease Assets to COLT.
The Seller shall deliver a file-stamped copy, or other evidence satisfactory to
COLT of such filing, to COLT on or prior to the Series 200_-__ Closing Date.
(iii) Other Documents. On the Series 200_-__ Closing Date, the
Seller shall provide such other documents as COLT may reasonably request.
(e) COLT 200_-__ Reserve Account Initial Deposit. On the Series
200_-__ Closing Date, the Seller shall cause to deposit the COLT 200_-__ Reserve
Account Initial Deposit in immediately available funds into the COLT 200_-__
Reserve Account.
(f) Other Transactions. The transactions contemplated by the Secured
Notes Transfer and Servicing Agreements shall be consummated to the extent that
such transactions are intended to be substantially contemporaneous with the
transactions hereunder.
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SECTION 5.02 Conditions To Obligation of the Seller. The obligation of the
Seller to sell the Series 200_-__ Lease Assets to COLT hereunder or pursuant to
the COLT 200_-__ Lease Assets Assignment is subject to the satisfaction of the
following conditions:
(a) Representations and Warranties True. The representations and
warranties of COLT hereunder shall be true and correct as of the Series 200_-__
Closing Date with respect to the Series 200_-__ Lease Assets, and COLT shall
have performed all obligations to be performed by it hereunder or pursuant to
the COLT 200_-__ Lease Assets Assignment on or prior to the closing hereunder.
(b) Delivery of COLT 200_-__ Secured Notes. On the Series 200_-__
Closing Date, COLT shall deliver, or cause the COLT Indenture Trustee to
deliver, the COLT 200 - Secured Notes to the CARAT Indenture Trustee in
accordance with Section 2.3(d) of the COLT Indenture, as provided in Section
2.02.
ARTICLE 6
MISCELLANEOUS PROVISIONS
SECTION 6.01 Amendment. (a) This Agreement may be amended by the Seller
and COLT (i) to cure any ambiguity, (ii) to correct or supplement any provision
in this Agreement that may be defective or inconsistent with any other provision
of this Agreement, or (iii) to add, change or eliminate any other provision of
this Agreement in any manner that shall not, adversely affect in any material
respect the interests of the COLT 200_-__ Secured Noteholders.
(b) This Agreement may also be amended from time to time by the
Seller and COLT with the consent of the Holders of a majority of the then
Outstanding Amount of the COLT 200_-__ Secured Notes, which consent, whether
given pursuant to this Section 6.01 or pursuant to any other provision herein,
shall be conclusive and binding on such Persons and on all future Holders of the
COLT 200_-__ Certificates and COLT 200_-__ Secured Notes for the purpose of
adding any provisions to this Agreement or changing in any manner or eliminating
any of the provisions of this Agreement, or of modifying in any manner the
rights of the COLT 200 - Certificateholder or COLT 200_-__ Secured Noteholders;
provided, however, that no such amendment shall (i) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on the Series 200 - Lease Assets or distributions that shall be
required to be made on any COLT 200 - Secured Note, or (ii) reduce the
percentage in this Section 6.01 required to consent to any action or amendment,
without the consent of all of the Holders of the COLT 200_-__ Secured Notes then
outstanding.
(c) Prior to the execution of any amendment or consent pursuant to
Section 6.01(a) or (b), the COLT Indenture Trustee shall furnish written notice
of the substance of such amendment or consent to the Rating Agencies.
(d) Promptly after the execution of any amendment or consent
pursuant to Section 6.01(a) or (b), the COLT Owner Trustee shall furnish a copy
of such amendment or consent to each COLT 200_-__ Secured Noteholder.
(e) It shall not be necessary for the consent of the COLT 200_-__
Secured Noteholders pursuant to Section 6.01(b) to approve the particular form
of any proposed
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amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents (and any other
consents of COLT 200_-__ Secured Noteholders provided for in this Agreement) and
of evidencing the authorization of the execution thereof by the COLT 200 -
Secured Noteholders shall be subject to such reasonable requirements as the COLT
Indenture Trustee may prescribe, including the establishment of record dates.
SECTION 6.02 Survival. The representations and warranties of the Seller
set forth in Articles III and IV of this Agreement shall remain in full force
and effect and shall survive the Series 200_-__ Closing Date under Section 2.03
and the closing under the Secured Notes Transfer and Servicing Agreements.
SECTION 6.03 Notices. All demands, notices and communications upon or to
the Seller or COLT or the COLT Owner Trustee under this Agreement shall be
delivered, as specified in Part III of Exhibit A to the COLT Servicing
Agreement.
SECTION 6.04 Governing Law. THIS AGREEMENT AND THE COLT 200_-__ LEASE
ASSETS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401
AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
SECTION 6.05 Waivers. No failure or delay on the part of COLT in
exercising any power, right or remedy under this Agreement or the COLT 200 -
Lease Assets Assignment shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or remedy preclude any other or
further exercise thereof or the exercise of any other power, right or remedy.
SECTION 6.06 Costs and Expenses. The Seller agrees to pay all reasonable
out-of-pocket costs and expenses of COLT, including fees and expenses of
counsel, in connection with the perfection as against third parties of COLT's
right, title and interest in, to and under the Lease Assets and the enforcement
of any obligation of the Seller hereunder.
SECTION 6.07 Confidential Information. COLT agrees that it shall neither
use nor disclose to any person the names and addresses of the Lessees, except in
connection with the enforcement of COLT's rights hereunder, under the Program
Leases, under any Secured Notes Transfer and Servicing Agreements or as required
by law.
SECTION 6.08 Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.
SECTION 6.09 Counterparts. This Agreement may be executed in two or more
counterparts and by different parties on separate counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
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SECTION 6.10 No Petition Covenant. Notwithstanding any prior termination
of this Agreement, the Seller shall not, prior to the date which is one year and
one day after the final distribution with respect to the COLT 200_-__ Secured
Noteholders or the COLT 200_-__ Certificateholder, as applicable, acquiesce,
petition or otherwise invoke or cause COLT to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
COLT under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of COLT or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of COLT.
SECTION 6.11 Limitations on Rights of Others. The provisions of this
Agreement and the COLT 200_-__ Lease Assets Assignment are solely for the
benefit of the Seller, COLT and the Interested Parties, and nothing in this
Agreement, whether express or implied, shall be construed to give to any other
Person any legal or equitable right, remedy or claim in, under, or in respect of
this Agreement or any covenants, conditions or provisions contained herein.
SECTION 6.12 Series Liabilities. It is expressly understood and agreed by
the Seller and any other Interested Party that COLT is a series trust pursuant
to Sections 3804 and 3806(b)(2) of the Statutory Trust Act. As such, separate
and distinct records shall be maintained for Series 200_-__ Lease Assets and the
Series 200_-__ Lease Assets shall be held and accounted for separately from the
other assets of COLT. The debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to the Series 200_-__ Lease
Assets, including the COLT 200_-__ Secured Notes and the obligations of COLT to
the Seller and any other Interested Party under this COLT Sale and Contribution
Agreement, shall be enforceable against the Series 200_-__ Lease Assets only,
and not against COLT generally or the assets securing any other Series of
Secured Notes.
SECTION 6.13 Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this COLT Sale and Contribution Agreement
is executed and delivered by Deutsche Bank Trust Company Delaware, not
individually or personally but solely as owner trustee of COLT, (b) each of the
representations, undertakings and agreements herein made on the part of COLT is
made and intended not as personal representations, undertakings and agreements
by Deutsche Bank Trust Company Delaware but is made and intended for the purpose
of binding only COLT, and (c) under no circumstances shall Deutsche Bank Trust
Company Delaware be personally liable for the payment of any indebtedness or
expenses of COLT or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by COLT under this COLT
Sale and Contribution Agreement or the other COLT 2004-SNA Basic Documents.
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IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:___________________________________
Name:
Title:
CENTRAL ORIGINATING LEASE TRUST
By: DEUTSCHE BANK TRUST COMPANY
DELAWARE, not in its individual capacity but
solely as COLT Owner Trustee
By:___________________________________
Name:
Title:
COLT Sale and Contribution Agreement
S-1
EXHIBIT A
COLT 200_-__ LEASE ASSETS ASSIGNMENT
PURSUANT TO SALE AND CONTRIBUTION AGREEMENT
For value received, in accordance with the COLT Sale and Contribution
Agreement, dated as of , 200 (the "COLT Sale and Contribution Agreement"),
between General Motors Acceptance Corporation, a Delaware corporation ("GMAC,"
in its capacity as Seller of the Series 200_-__ Lease Assets, the "Seller"), and
Central Originating Lease Trust, a Delaware statutory trust ("COLT"), the Seller
does hereby sell, assign, transfer and otherwise convey unto COLT, without
recourse (except as specifically provided in the COLT 200_-__ Basic Documents):
(i) all right, title and interest of the Seller in, to and under the Series 200
- - Lease Assets listed on the Series 200_-__ Lease Assets Schedule, attached as
Schedule A hereto (including the Beneficial Interest in each Vehicle related
thereto), and all monies due thereunder on and after the Cutoff Date and, with
respect to the Vehicles, to the extent permitted by law, any accessions thereto;
(ii) the interest of the Seller in any proceeds from claims on any physical
damage, credit life, credit disability or other insurance policies covering
Vehicles or Lessees; (iii) the interest of the Seller in any proceeds from
recourse against Dealers on the Series 200_-__ Lease Assets; (iv) all right,
title and interest of the Seller in, to and under the COLT 200_-__ Lease Assets
Assignment; (v) all right, title and interest of the Seller in, to and under the
VAULT Trust Agreement (solely with respect to the Vehicles related to the Series
200_-__ Lease Assets); (vi) all right, title and interest of the Seller in, to
and under the COLT Servicing Agreement and the other COLT 200_-__ Basic
Documents; and (vii) the present and future claims, demands, causes and choses
in action in respect of any or all the foregoing described in clauses (i), (ii),
(iii), (iv), (v) and (vi) above and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all the foregoing,
including all proceeds of the conversion of any or all of the foregoing,
voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, investment property, payment
intangible, general intangibles, condemnation awards, rights to payment of any
and every kind and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing (collectively, the "Sold Assets").
It is the intention of the Seller and COLT that the transfer and
assignment of the other Sold Assets contemplated by this COLT 200_-__ Lease
Assets Assignment shall constitute a sale of the Series 200_-__ Lease Assets
from the Seller to COLT and the beneficial interest in and title to the Sold
Assets shall not be part of the Seller's estate in the event of the filing of a
bankruptcy petition by or against the Seller under any bankruptcy law.
The foregoing transfer and assignment of the Sold Assets contemplated by
the COLT Sale and Contribution Agreement and this COLT 200_-__ Lease Assets
Assignment does not constitute and is not intended to result in any assumption
by COLT of any obligation of the undersigned to the Lessees, Dealers, insurers
or any other Person in connection with the Series 200_-__ Lease Assets, any
Supplemental Dealer Agreements, any insurance policies or any agreement or
instrument relating to any of them.
COLT Sale and Contribution Agreement
Exhibit A - 1
This COLT 200_-__ Lease Assets Assignment is made pursuant to and upon the
representations, warranties and agreements on the part of the undersigned
contained in the COLT Sale and Contribution Agreement and is to be governed by
the COLT Sale and Contribution Agreement.
The Seller and COLT hereby acknowledge that 99% of the Aggregate ABS Value
for the Series 200_-__ Lease Assets assigned hereunder is $_______.
Capitalized terms used herein and not otherwise defined herein shall have
the meaning assigned to them in the COLT Sale and Contribution Agreement.
COLT Sale and Contribution Agreement
Exhibit A - 2
IN WITNESS WHEREOF, the undersigned has caused this COLT 200_-__ Lease
Assets Assignment to be duly executed as of , 200 .
GENERAL MOTORS ACCEPTANCE CORPORATION
By: ______________________________________
Name:
Title:
COLT Sale and Contribution Agreement
Exhibit A - 3
SCHEDULE A
The Series 200_-__ Lease Assets Schedule is
on file at the offices of:
1. The COLT Indenture Trustee
2. The COLT Owner Trustee
3. General Motors Acceptance Corporation
COLT Sale and Contribution Agreement
SCHEDULE B
ADDITIONAL REPRESENTATIONS AND WARRANTIES
1. While it is the intention of GMAC and COLT that the transfer and
assignment contemplated by the COLT Sale and Contribution Agreement and the COLT
200_-__ Lease Assets Assignment shall constitute the sale of each Series 200 -
Lease from GMAC to COLT, 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 Series 200_-__ Leases in favor of the COLT and the COLT
Indenture Trustee, respectively, which security interest is prior to all other
Liens, and is enforceable as such as against creditors of and purchasers from
GMAC and COLT, respectively.
2. Within 10 days of the Series 200_-__ Closing Date, all steps necessary
to perfect COLT's security interest against the account debtor in the Series
200_ -__ Leases that constitute chattel paper will have been taken.
3. Prior to the pledge of the Series 200_-__ Lease Assets to the COLT
Indenture Trustee under the COLT Indenture, the Series 200_-__ Leases constitute
"chattel paper," "payment intangibles," "instruments," "certificated securities"
or "uncertificated securities" within the meaning of the applicable UCC.
4. COLT owns and has good and marketable title to the Series 200_-__
Leases free and clear of any Lien, claim or encumbrance of any Person.
5. GMAC has caused or will have caused, within ten days, 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 Series 200_-__ Leases granted to COLT under the COLT Sale and Contribution
Agreement and the COLT Indenture Trustee under the COLT Indenture.
6. 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 under the COLT Indenture, neither GMAC nor COLT has pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the
Series 200_-__ Leases. 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 Series 200_-__ Leases 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 Series 200 - Leases.
7. GMAC, as Custodian, has in its possession the original copies of the
Series 200_-__ Lease Assets Files and other documents that constitute or
evidence the Series 200_-__ Leases.
COLT Sale and Contribution Agreement
The Series 200_-__ Lease Assets Files and other documents that constitute or
evidence the Series 200_-__ Leases do not have any marks or notations indicating
that they have been pledged, assigned or otherwise conveyed to any Person other
than COLT.
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