EXHIBIT 99.8
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COLT 2005-SN1 PULL AHEAD FUNDING AGREEMENT
BETWEEN
CENTRAL ORIGINATING LEASE TRUST,
GENERAL MOTORS ACCEPTANCE CORPORATION,
AS AGENT ON BEHALF
OF GENERAL MOTORS CORPORATION
AND
CITIBANK, N.A.,
AS COLT INDENTURE TRUSTEE
DATED AS OF APRIL 28, 2005
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COLT 2005-SN1 PULL AHEAD FUNDING AGREEMENT
THIS COLT 2005-SN1 PULL AHEAD FUNDING AGREEMENT, dated as of April 28,
2005, between CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust
("COLT"), GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation
("GMAC"), as agent on behalf of General Motors Corporation ("General Motors"),
and CITIBANK, N.A., a national banking association, as COLT Indenture Trustee
(the "COLT Indenture Trustee").
WHEREAS, COLT, GMAC, in its capacity as Servicer, and the COLT Indenture
Trustee are parties to a COLT Servicing Agreement, dated as of the date hereof
(as it may be amended from time to time, the "COLT Servicing Agreement"), which
provides for the servicing of the Series 2005-SN1 Lease Assets;
WHEREAS, GMAC, in its capacity as agent for General Motors, or General
Motors may from time to time institute a Pull Ahead Program with respect to a
portion of the Series 2005-SN1 Lease Assets; and
WHEREAS, the parties hereto desire to enter into this Agreement to provide
for the payment of the Pull Ahead Payment with respect to any Pull Ahead Program
by GMAC;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE I
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 (as it may be amended
from time to time, the "Declaration of Trust"), by Deutsche Bank Trust Company
Delaware, as COLT Owner Trustee, and acknowledged, accepted and agreed to by
Central Originating Lease, LLC, as Residual Certificateholder, and GMAC. All
references herein to "this Agreement" are to this COLT 2005-SN1 Pull Ahead
Funding Agreement as it may be amended, supplemented or otherwise modified from
time to time.
ARTICLE II
PULL AHEAD PAYMENT
SECTION 2.01 Agreement of GMAC Regarding Pull Ahead Lease Assets. If
either General Motors or GMAC, in its capacity as agent for General Motors,
institutes a Pull Ahead Program with respect to any Series 2005-SN1 Lease Asset,
such Series 2005-SN1 Lease Asset shall become a Pull Ahead Lease Asset as of the
end of any Collection Period during which the
related Lessee elected to terminate the related Program Lease prior to its
Scheduled Lease End Date by delivery of the related Vehicle pursuant to such
Pull Ahead Program; provided, however, that no Lessee under a Series 2005-SN1
Lease shall be permitted to participate in any Pull Ahead Program unless: (i)
such Lessee has paid all amounts due and payable by the Lessee under such Series
2005-SN1 Lease on or before the date of such Lessee's election to terminate such
Series 2005-SN1 Lease (other than Excess Wear and Excess Mileage charges, which
shall be charged to such Lessee to the extent applicable in accordance with such
Series 2005-SN1 Lease and the Servicer's Customary Servicing Practices); and
(ii) GMAC, as agent for General Motors, has made all Pull Ahead Payments that
were due and payable in accordance with the following sentence on or prior to
the date that is five Business Days prior to the date such Lessee attempts to
terminate its Series 2005-SN1 Lease pursuant to a Pull Ahead Program. On the
second Business Day of the Collection Period following any such Collection
Period in which any early termination of a Series 2005-SN1 Lease pursuant to a
Pull Ahead Program has occurred, or if the Monthly Remittance Condition is
satisfied, on the third Business Day preceding the related Payment Date, GMAC,
in its capacity as agent for General Motors, shall pay to the Servicer for
deposit into the COLT Collection Account, an amount equal to the aggregate
amount of the Pull Ahead Payments with respect to such Pull Ahead Lease Assets.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.01 Amendment.
(a) This Agreement may be amended by GMAC, COLT and the COLT Indenture
Trustee without the consent of any of the COLT 2005-SN1 Certificateholders or
the COLT 2005-SN1 Secured Noteholders (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, (iii) to add or
supplement any provisions for the benefit of the COLT 2005-SN1 Secured
Noteholders, (iv) to add to the covenants, restrictions or obligations of GMAC
or (v) subject to the satisfaction of the Approval Condition, 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 2005-SN1
Secured Noteholders or the COLT 2005-SN1 Certificateholder.
(b) This Agreement may also be amended from time to time, subject to the
satisfaction of the Approval Condition, by GMAC, COLT and the COLT Indenture
Trustee with the consent of the COLT 2005-SN1 Certificateholder, if the COLT
2005-SN1 Certificateholder is any Person other than GMAC or an Affiliate of
GMAC, and the holders of a majority of the then outstanding principal amount of
the COLT 2005-SN1 Secured Notes, which consent, whether given pursuant to this
Section 3.01(b) or pursuant to any other provision herein, shall be conclusive
and binding on such Persons and on all future holders of COLT 2005-SN1
Certificates and COLT 2005-SN1 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 2005-SN1 Certificateholders or COLT 2005-SN1 Secured Noteholders in the
Series 2005-SN1 Lease Assets.
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(c) Prior to the execution of any amendment or consent pursuant to Section
3.01(a) or (b), the COLT Indenture Trustee shall furnish written notice of the
substance of such amendment to the Rating Agencies.
(d) Promptly after the execution of any amendment or consent pursuant to
Section 3.01(a) or (b), the COLT Indenture Trustee shall furnish a copy of such
amendment or consent to each COLT 2005-SN1 Secured Noteholder, the COLT 2005-SN1
Certificateholder and each Rating Agency.
(e) It shall not be necessary for the consent of the COLT 2005-SN1 Secured
Noteholders or the COLT 2005-SN1 Certificateholder pursuant to Section 3.01(b)
to approve the particular form of any proposed 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 2005-SN1
Secured Noteholders or the COLT 2005-SN1 Certificateholder provided for in this
Agreement) and of evidencing the authorization of the execution thereof by the
COLT 2005-SN1 Secured Noteholders and the COLT 2005-SN1 Certificateholder shall
be subject to such reasonable requirements as the COLT Indenture Trustee or the
COLT Owner Trustee may prescribe, including the establishment of record dates.
(f) Prior to the execution of any amendment to this Agreement, the COLT
Indenture Trustee and the COLT Owner Trustee shall be entitled to receive and
conclusively rely upon an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Section 3.01. The COLT Indenture
Trustee and the COLT Owner Trustee, may, but shall not be obligated to, enter
into any such amendment which affects such trustee's own rights, duties or
immunities under this Agreement or otherwise.
SECTION 3.02 Termination of Agreement. This Agreement shall, except as
otherwise provided herein, terminate upon the earliest of: (a) the termination
of COLT pursuant to Article VI of the Declaration of Trust; or (b) the mutual
written determination of the parties hereto.
SECTION 3.03 Notices. All demands, notices and communications upon or to
GMAC, COLT, the COLT Indenture Trustee or the COLT Owner Trustee on behalf of
COLT under this Agreement shall be as specified in Part III of Exhibit A to the
COLT Servicing Agreement.
SECTION 3.04 Governing Law. THIS AGREEMENT 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 (EXCEPT SECTIONS 5-1401 AND 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 3.05 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.
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SECTION 3.06 Third-Party Beneficiaries. This Agreement shall inure to the
benefit of and be binding upon and enforceable by the parties hereto, the COLT
Owner Trustee, the COLT 2005-SN1 Certificateholder, the COLT 2005-SN1 Secured
Noteholders, the Trust and their respective successors and permitted assigns.
Except as otherwise provided in this Article III, no other Person shall have any
right or obligation hereunder.
SECTION 3.07 Headings. The various headings in this Agreement are included
for convenience only and shall not affect the meaning or interpretation of any
provision of this Agreement.
SECTION 3.08 Binding Effect. The provisions of this Agreement shall be
binding upon and inure to the benefit of the respective successors and permitted
assigns of the parties hereto, and all such provisions shall inure to the
benefit of COLT.
SECTION 3.09 Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which so executed and delivered shall be
deemed to be an original, but all of which counterparts shall together
constitute but one and the same instrument.
SECTION 3.10 Rights Cumulative. All rights and remedies from time to time
conferred upon or reserved to COLT, the COLT Owner Trustee, and the COLT
Indenture Trustee on behalf of COLT, the Series 2005-SN1 Further Holders, or the
Servicer or to any or all of the foregoing are cumulative, and none is intended
to be exclusive of another. No delay or omission in insisting upon the strict
observance or performance of any provision of this Agreement, or in exercising
any right or remedy, shall be construed as a waiver or relinquishment of such
provision, nor shall it impair such right or remedy. Every right and remedy may
be exercised from time to time and as often as deemed expedient.
SECTION 3.11 Further Assurances. Each party will do such acts, and execute
and deliver to any other party such additional documents or instruments as may
be reasonably requested in order to effect the purposes of this Agreement and to
better assure and confirm unto the requesting party its rights, powers and
remedies hereunder.
SECTION 3.12 No Waiver. No waiver by any party hereto of any one or more
defaults by any other party or parties in the performance of any of the
provisions of this Agreement shall operate or be construed as a waiver of any
future default or defaults, whether of a like or different nature. No failure or
delay on the part of any party in exercising any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. The
remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to any party hereto at law, in equity or
otherwise.
SECTION 3.13 No Bankruptcy Petition. GMAC, individually and as agent for
General Motors, and the COLT Indenture Trustee hereby covenant and agree that
prior to the date which is one year and one day after the payment in full of all
Secured Notes, it shall not institute against, or join any other Person in
instituting against, COLT any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other similar proceeding under the
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bankruptcy or similar laws of the United States or any state of the United
States. This Section 3.13 shall survive the termination of this Agreement.
SECTION 3.14 Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this 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 a
personal representation, undertaking or agreement 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 Agreement or the other COLT 2005-SN1 Basic
Documents.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers hereunto duly authorized as of the day and
year first above written.
CENTRAL ORIGINATING LEASE TRUST
By: DEUTSCHE BANK TRUST COMPANY
DELAWARE, not in its individual capacity, but
solely as COLT Owner Trustee
By: /s/ Eva Aryeetey
Name: Eva Aryeetey
Title: Attorney-in-Fact
GENERAL MOTORS ACCEPTANCE
CORPORATION, as agent on behalf of General
Motors Corporation
By: /s/ N.L. Bugg
Name: N.L. Bugg
Title: Director - U.S. Securitization
CITIBANK, N.A., not in its individual capacity but
solely as COLT Indenture Trustee
By: /s/ Kristen Driscoll
Name: Kristen Driscoll
Title: Vice President
COLT 2005-SN1 Pull Ahead Funding Agreement