EXHIBIT NO. 99.12
VAULT PLEDGE AND SECURITY AGREEMENT
THIS VAULT PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of
June 7, 2007, by Vehicle Asset Universal Leasing Trust ("VAULT"), as Pledgor
(the "Pledgor"), on behalf of and acknowledged by Central Originating Lease
Trust ("COLT") and in favor of any COLT 2007-SN1 Secured Noteholder (each COLT
2007-SN1 Secured Noteholder, a "Pledgee" and together, the "Pledgees").
WHEREAS, GMAC LLC, as successor to General Motors Acceptance Corporation
("GMAC"), as Initial Trust Beneficiary (the "Initial Trust Beneficiary"), the
VAULT Trustee, and COLT are parties to the Second Amended and Restated Trust and
Servicing Agreement, dated as of March 25, 2004 (as it may be amended from time
to time, the "VAULT Trust Agreement"), pursuant to which the trust known as the
"Vehicle Asset Universal Leasing Trust," "VAULT Trust," "V.A.U.L. Trust" or
"VAULT" (the "Trust") was affirmed;
WHEREAS, pursuant to the VAULT Trust Agreement, the Trust has agreed to act
as nominee holder of legal title to certain vehicles purchased by GMAC, GMAC
Bank and COLT, as Trust Beneficiaries, and the other Trust Beneficiaries
designated from time to time pursuant to the VAULT Trust Agreement;
WHEREAS, pursuant to the Transfer Direction, dated as of May [28], 2007
(the "COLT 2007-SN1 Transfer Direction"), by GMAC, in its capacity as Initial
Trust Beneficiary, and acknowledged, accepted and agreed to by the VAULT
Trustee, the Servicer and COLT, the Initial Trust Beneficiary directed the VAULT
Trustee to hold legal title to the portion of the Applicable Trust Estate of the
Initial Trust Beneficiary set forth therein as nominee for the benefit of COLT;
WHEREAS, COLT and The Bank of New York Trust Company, N.A. (the "COLT
Indenture Trustee") are parties to the COLT Indenture, dated as of June 7, 2007
(the "COLT Indenture"), pursuant to which COLT issued the COLT 2007-SN1 Secured
Notes (the "Secured Obligations");
WHEREAS, COLT, as owner of the beneficial interest in the portion of the
Applicable Trust Estate of the Initial Trust Beneficiary transferred pursuant to
the COLT 2007-SN1 Transfer Direction, has directed VAULT to enter into this
Agreement; and
WHEREAS, pursuant to this Agreement, VAULT will pledge its legal title to
the Vehicles related to the Series 2007-SN1 Lease Assets to the Pledgees in
order to secure COLT's obligations under the COLT 2007-SN1 Secured Notes;
NOW, THEREFORE, for and in consideration of the premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise expressly provided in this
Agreement, all capitalized terms used herein shall, unless defined herein, have
the respective meanings set forth in the VAULT Trust Agreement; or if not
defined therein, in Part I of Exhibit I to the Declaration of Trust, dated as of
December 13, 2006 (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; or if
not defined therein, in Part I of Exhibit A to the COLT Servicing Agreement,
dated as of the date hereof (the "COLT Servicing Agreement"), between GMAC, as
Servicer, COLT and the COLT Indenture Trustee. The rules of construction set
forth in Part II of Exhibit A to the COLT Servicing Agreement shall apply
hereto.
SECTION 2. GRANT OF SECURITY INTEREST. As security for the prompt payment
and performance of all Secured Obligations by COLT whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
arising, the Pledgor hereby pledges, hypothecates, assigns, charges, mortgages,
delivers and transfers to the Pledgees, and grants to the Pledgees, a continuing
lien on and security interest in all of Pledgor's legal title to the Vehicles
related to the Series 2007-SN1 Lease Assets (the "Pledged Collateral"), whether
now existing or hereafter arising or acquired or substituted, for the equal and
ratable benefit of the Pledgees and their respective successors, transferees and
assigns. The Pledgees acknowledge that VAULT holds legal title to the Vehicles
related to the Series 2007-SN1 Lease Assets in trust for the benefit of COLT,
who enjoys all beneficial interest therein pursuant to the VAULT Trust Agreement
and that such beneficial interest is not included in the Pledged Collateral.
SECTION 3. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and
warrants that the Pledgor is a statutory trust, validly existing and in good
standing under the laws of the state of Delaware and all vehicles held by the
Pledgor are held in the name of VAULT and not in the name of the VAULT Trustee.
The Pledgor also represents and warrants that it has not granted or will not
grant a lien in the Pledged Collateral to any Person except the Pledge granted
hereunder.
SECTION 4. CONTINUING PLEDGE. This Agreement shall create a continuing
security interest in the Pledged Collateral and shall (a) remain in full force
and effect until the payment in full of all Secured Obligations, (b) be binding
upon the Pledgor and its successors, transferees and assigns, and (c) inure,
together with the rights and remedies of the Pledgees, to the equal and ratable
benefit of the Pledgees and their respective successors, transferees and
assigns.
SECTION 5. RELEASE OF SECURITY INTEREST. The Pledgees hereby acknowledge
and agree that, if in accordance with Sections 2.04, 2.06 or 2.13 of the COLT
Servicing Agreement or Section 4.04 of the COLT Sale and Contribution Agreement,
COLT sells or reconveys any Vehicle related to a Series 2007-SN1 Lease Asset,
the Pledgees' security interest in legal title to the Vehicles that are sold or
reconveyed by COLT will be released automatically upon such sale or
reconveyance, and, in the case of the sale of a Vehicle pursuant to Sections
2.04 or 2.06 of the COLT Servicing Agreement, the Servicer shall instruct the
Trust to convey legal title to the Vehicle to the purchaser of such Vehicle.
SECTION 6. REINSTATEMENT, ETC. If at any time any payment (in whole or in
part) of any of the Secured Obligations is rescinded or must otherwise be
restored by the Pledgees, due to
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the insolvency, bankruptcy or reorganization of COLT or otherwise, such Secured
Obligations shall, for the purposes of this Agreement, to the extent that such
payment is or must be rescinded or returned, be deemed to have continued in
existence, notwithstanding such application of payment, and this Agreement shall
continue to be effective or be reinstated, as the case may be, as to such
Secured Obligations all as though such application of payment had not been made.
SECTION 7. WAIVER, ETC. The Pledgor hereby waives promptness, diligence,
notice of acceptance and any other notice with respect to any of the Secured
Obligations and this Agreement and any requirement that the Pledgees protect,
secure, perfect or insure any security interest or lien, or any property subject
thereto, or exhaust any right or take any action against any other Person or
entity or any collateral securing any Secured Obligations.
SECTION 8. REMEDIES. The Pledgees may exercise all rights and remedies of a
secured party following the occurrence of and during the continuation of any
Event of Default under the COLT Indenture under the Uniform Commercial Code as
in effect in the State of New York in accordance with and pursuant to the COLT
Indenture.
SECTION 9. NONENCUMBRANCE. The undersigned will not and COLT has not
directed and will not direct VAULT to sell, assign, transfer, pledge or encumber
in any other manner the Pledged Collateral (except as in favor of the Pledgees
hereunder), except the rights of COLT as Applicable Trust Beneficiary in such
Vehicles related to the Series 2007-SN1 Lease Assets granted under the VAULT
Trust Agreement, which rights are not included in the Pledged Collateral.
SECTION 10. COLT 2007-SN1 BASIC DOCUMENTS. This Agreement is executed in
connection with the COLT 2007-SN1 Basic Documents and shall be construed,
administered and applied in accordance with the terms and provisions thereof.
SECTION 11. ADDITIONAL TERMS. In addition to the agreements set forth in
Section 5, the Pledgees hereby agree to release (or cause to be released) all of
their respective interests in the Pledged Collateral upon the occurrence of the
full and complete satisfaction of the Secured Obligations and upon satisfaction
and discharge of the COLT Indenture pursuant to Section 4.1 of the COLT
Indenture, which release shall be automatic upon such full and complete
satisfaction of the Secured Obligations.
SECTION 12. MISCELLANEOUS.
(a) The Section headings herein are for convenience only and shall not
affect the construction hereof.
(b) 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 (OTHER THAN 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.
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(c) This Agreement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
(d) This Agreement shall be binding upon the parties hereto and their
successors and assigns, whether so expressed or not, and shall inure to the
benefit of the parties hereto and the successors and assigns of the Pledgees,
whether so expressed or not.
(e) No amendment to or waiver of any provision of this Agreement nor
consent to any departure by the Pledgor herefrom shall in any event be effective
unless the same shall be in writing and signed by the Pledgees and the Pledgor,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it is given.
(f) All notices, demands, instructions, consents and other communications
required or permitted to be given to or made by any party hereto hereunder shall
be as specified in Part III of Exhibit I to the Declaration of Trust or, if not
set forth therein, in Part III of Exhibit A of the COLT Servicing Agreement.
(g) Notwithstanding any other provision of this Agreement and
notwithstanding any prior termination of this Agreement, the parties hereto
shall not, prior to the date which is one year and one day after the final
distribution to the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1
Certificateholder, acquiesce, petition or otherwise invoke or cause VAULT to
invoke the process of any Governmental Authority for the purpose of commencing
or sustaining a case against VAULT under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of VAULT or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of VAULT.
(h) In accordance with the provisions of the VAULT Trust Agreement, the
Pledgees hereby acknowledge the terms of the VAULT Trust Agreement.
(i) 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 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 Agreement or the other COLT 2007-SN1 Basic Documents.
(j) 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 CARAT,
(b) each of the representations, undertakings and agreements herein made on the
part of CARAT is made and intended not as personal representations, undertakings
and agreements by Deutsche Bank Trust Company Delaware but is
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made and intended for the purpose of binding only CARAT, and (c) under no
circumstances shall Deutsche Bank Trust Company Delaware be personally liable
for the payment of any indebtedness or expenses of CARAT or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by CARAT under this Agreement or the other CARAT Basic Documents.
(k) It is expressly understood and agreed by the parties hereto that (a)
this Agreement is executed and delivered by The Bank of New York (Delaware), not
individually or personally but solely as trustee of VAULT, (b) each of the
representations, undertakings and agreements herein made on the part of VAULT is
made and intended not as personal representations, undertakings and agreements
by The Bank of New York (Delaware) but is made and intended for the purpose of
binding only VAULT, and (c) under no circumstances shall The Bank of New York
(Delaware) be personally liable for the payment of any indebtedness or expenses
of VAULT or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by VAULT under this
Agreement or otherwise.
(l) By its written acknowledgment of this Agreement, COLT hereby authorizes
and directs the Trustee and the Trust to enter into this Agreement with respect
to COLT's Applicable Trust Estate.
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year first above written.
VEHICLE ASSET UNIVERSAL LEASING TRUST
By: THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but
solely as VAULT Trustee
By: /s/ Kristine K. Gullo
------------------------------------
Name: Kristine K. Gullo
Title: Vice President
ACKNOWLEDGED AND AGREED:
CENTRAL ORIGINATING LEASE TRUST
By: DEUTSCHE BANK TRUST COMPANY
DELAWARE,
not in its individual capacity
but solely as COLT Owner Trustee
By: /s/ Jenna Kaufman
---------------------------------
Name: Jenna Kaufman
Title: Attorney-in-Fact
By: /s/ Aranka R. Paul
--------------------------------
Name: Aranka R. Paul
Title: Attorney-in-Fact
GMAC LLC,
as a COLT 2007-SN1 Secured Noteholder
By: /s/ C.J. Vannatter
--------------------------------
Name: C.J. Vannatter
Title: Director - Global
Securitization
S-1 VAULT Pledge and Security Agreement
(COLT 2007-SN1)
CAPITAL AUTO RECEIVABLES LLC, as a
COLT 2007-SN1 Secured Noteholder
By: /s/ P.M. Surhigh
---------------------------------
Name: P.M. Surhigh
Title: Vice President
CAPITAL AUTO RECEIVABLES ASSET
TRUST 2007-SN1, as a COLT 2007-SN1
Secured Noteholder
By: DEUTSCHE BANK TRUST COMPANY
DELAWARE,
not in its individual capacity
but solely as CARAT 2007-SN1
Owner Trustee
By: /s/ Jenna Kaufman
---------------------------------
Name: Jenna Kaufman
Title: Attorney-in-Fact
By: /s/ Aranka R. Paul
---------------------------------
Name: Aranka R. Paul
Title: Attorney-in-Fact
S-2
SCHEDULE I
PLEDGOR'S CHIEF EXECUTIVE OFFICE:
VEHICLE ASSET UNIVERSAL LEASING TRUST
c/o The Bank of New York (Delaware)
100 White Clay Center, Route 273
Newark, DE 19711
(302) 283-8905 (Tel)
SCHEDULE II
TRADE NAMES
VAULT
VAULT TRUST
V.A.U.L. TRUST