EXHIBIT NO. 99.13
CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1
COLT 2007-SN1 SALE AND CONTRIBUTION AGREEMENT
BETWEEN
GMAC LLC
AND
CENTRAL ORIGINATING LEASE TRUST
DATED AS OF JUNE 7, 2007
TABLE OF CONTENTS
PAGE
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ARTICLE I DEFINITIONS.................................................. 2
SECTION 1.01 Definitions.............................................. 2
SECTION 1.02 Owner of a Series 2007-SN1 Lease Asset................... 2
ARTICLE II PURCHASE AND SALE OF SERIES 2007-SN1 LEASE ASSETS............ 2
SECTION 2.01 Purchase and Sale of Series 2007-SN1 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 III REPRESENTATIONS AND WARRANTIES............................... 5
SECTION 3.01 Representations and Warranties as to the Series 2007-SN1
Lease Assets............................................. 5
SECTION 3.02 Additional Representations and Warranties of the Seller.. 8
SECTION 3.03 Representations and Warranties of COLT................... 9
ARTICLE IV ADDITIONAL AGREEMENT......................................... 10
SECTION 4.01 Conflicts with Secured Notes Transfer and Administration
Agreements............................................... 10
SECTION 4.02 Protection of Title...................................... 10
SECTION 4.03 Other Liens or Interests................................. 11
SECTION 4.04 Warranty Repurchase Events............................... 11
SECTION 4.05 Indemnification.......................................... 12
SECTION 4.06 Pre-Closing Collections.................................. 12
SECTION 4.07 Pledge of Sold Assets to COLT Indenture Trustee.......... 12
ARTICLE V CONDITIONS................................................... 12
SECTION 5.01 Conditions to Obligation of COLT......................... 12
SECTION 5.02 Conditions to Obligation of the Seller................... 13
ARTICLE VI MISCELLANEOUS PROVISIONS..................................... 14
SECTION 6.01 Amendment................................................ 14
SECTION 6.02 Survival................................................. 15
SECTION 6.03 Notices.................................................. 15
SECTION 6.04 Governing Law............................................ 15
SECTION 6.05 Waivers.................................................. 15
SECTION 6.06 Costs and Expenses....................................... 15
SECTION 6.07 Confidential Information................................. 15
SECTION 6.08 Headings................................................. 15
SECTION 6.09 Counterparts............................................. 16
SECTION 6.10 No Petition Covenant..................................... 16
SECTION 6.11 Limitations on Rights of Others.......................... 16
SECTION 6.12 Series Liabilities....................................... 16
i
SECTION 6.13 Limitation of Liability.................................. 16
SECTION 6.14 Merger and Consolidation of the Seller................... 17
SECTION 6.15 Assignment............................................... 17
EXHIBIT A Form of COLT 2007-SN1 Lease Assets Assignment
SCHEDULE A Series 2007-SN1 Lease Assets Schedule
SCHEDULE B Perfection Representations
THIS COLT 2007-SN1 SALE AND CONTRIBUTION AGREEMENT, dated as of June 7,
2007 (this "COLT Sale and Contribution Agreement" or this "Agreement"), between
CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust ("COLT"), and GMAC
LLC, a Delaware limited liability company ("GMAC," and GMAC is referred to as
the "Seller" in its capacity as seller of the Series 2007-SN1 Lease Assets and
as the "Servicer" in its capacity as servicer of the Series 2007-SN1 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 2007-SN1 Lease Assets;
WHEREAS, the Seller is willing to sell as of the date hereof such Series
2007-SN1 Lease Assets to COLT;
WHEREAS, GMAC, in its capacity as Servicer, has agreed to service such
Series 2007-SN1 Lease Assets pursuant to the COLT Servicing Agreement, dated as
of the date hereof, between the Servicer, COLT and the COLT Indenture Trustee
(as it may be amended from time to time, the "COLT Servicing Agreement");
WHEREAS, concurrently herewith, COLT will issue secured notes to the Seller
(the "COLT 2007-SN1 Secured Notes") to partially fund its acquisition of such
Series 2007-SN1 Lease Assets;
WHEREAS, COLT and GMAC may wish to provide in the agreements pursuant to
which COLT issues the COLT 2007-SN1 Secured Notes and GMAC acquires its interest
in such COLT 2007-SN1 Secured Notes (all such agreements, including the COLT
Indenture, the COLT Servicing Agreement, the Pooling and Administration
Agreement, the Trust Sale and Administration Agreement, the Trust Agreement, and
the CARAT Indenture being collectively the "Secured Notes Transfer and
Administration Agreements") that GMAC shall service the Series 2007-SN1 Lease
Assets and administer the COLT 2007-SN1 Secured Notes; and
WHEREAS, the Servicer is willing to service such Series 2007-SN1 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
Administration Agreements to which it is a party, is willing to administer such
secured notes in accordance with the terms of such Secured Notes Transfer and
Administration Agreements for the benefit of Capital Auto Receivables Asset
Trust 2007-SN1 (the "Issuer") and the COLT 2007-SN1 Secured Noteholders and each
other party identified or described herein or in the Secured Notes Transfer and
Administration Agreements as having an interest as owner, trustee, secured party
or holder of the COLT 2007-SN1 Secured Notes or of obligations secured by the
COLT 2007-SN1 Secured Notes (the Trust and all such parties under the Secured
Notes Transfer and Administration Agreements being "Interested Parties") with
respect to such Series 2007-SN1 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:
1
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 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 by Central Originating Lease, LLC ("COLT, LLC"), as Residual
Certificateholder. 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 2007-SN1 Lease Asset.
For purposes of this Agreement, the "Owner" of a Series 2007-SN1 Lease
Asset shall mean COLT; provided, however, that the Seller or the Servicer, as
applicable, shall be the "Owner" of any Series 2007-SN1 Lease Asset from and
after the time that such Person shall acquire such Series 2007-SN1 Lease Asset,
whether pursuant to Section 4.04 of this Agreement, any provision of the COLT
Servicing Agreement or otherwise.
ARTICLE II
PURCHASE AND SALE OF SERIES 2007-SN1 LEASE ASSETS
SECTION 2.01 Purchase and Sale of Series 2007-SN1 Lease Assets.
(a) On the Series 2007-SN1 Closing Date, subject to satisfaction of
the conditions specified in Article V and the COLT 2007-SN1 Lease Assets
Assignment (and, in any event, immediately prior to consummation of the related
transactions contemplated by the Secured Notes Transfer and Administration
Agreements, if any), the Seller shall sell, transfer, assign and otherwise
convey to COLT, without recourse (except as specifically provided in the COLT
2007-SN1 Basic Documents):
(i) all right, title and interest of the Seller in, to and under
the Series 2007-SN1 Lease Assets listed on the Series 2007-SN1 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 related Vehicles, to the extent permitted
by law, all 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 related to the Series 2007-SN1 Lease Assets;
(iii) the interest of the Seller in any proceeds from recourse
against Dealers on the Series 2007-SN1 Lease Assets;
(iv) all right, title and interest of the Seller in, to and under
the COLT 2007-SN1 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 2007-SN1 Lease Assets); and
(vi) the present and future claims, demands, causes and choses in
action in respect of any or all the foregoing described in clauses (i) through
(v) 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 intangibles, 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 (clauses (i) through (vi) 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
2007-SN1 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 assignment delivered by the Seller in the form
attached hereto as Exhibit A (the "COLT 2007-SN1 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 Series 2007-SN1 Lease Assets, any Supplemental Dealer
Agreements, any insurance policies or any agreement or instrument relating to
any of them.
(d) In consideration of COLT's delivery of the COLT 2007-SN1
Secured Notes pursuant to Section 2.02, the Seller shall execute and deliver to
COLT the COLT 2007-SN1 Lease Assets Assignment.
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 2007-SN1 Closing Date, COLT shall deliver or cause
the COLT Indenture Trustee to deliver to the CARAT Indenture Trustee in
accordance with Section 2.2(d) of the COLT Indenture the COLT 2007-SN1 Secured
Notes in an initial aggregate principal amount equal to the Secured Note
Percentage of the Aggregate ABS Value of the Series 2007-SN1 Lease Assets on the
Series 2007-SN1 Closing Date. If the aggregate fair market value of the Series
2007-SN1 Lease Assets sold to COLT on the Series 2007-SN1 Closing Date exceeds
the aggregate initial principal balance of the COLT 2007-SN1 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 evidenced by the COLT 2007-SN1 Certificate issued
to COLT, LLC on the Series 2007-SN1 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, 71 South Wacker Drive, Chicago, Illinois 60606, on
the Series 2007-SN1 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 Administration Agreements.
SECTION 2.04 Custody of Lease Files.
In connection with the sale, transfer and assignment of the Sold Assets to
COLT pursuant to this Agreement and the COLT 2007-SN1 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 2007-SN1 Lease Asset:
(a) the fully executed original of the Program Lease for such Series
2007-SN1 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 2007-SN1 Lease Asset or the related Lessee, 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 2007-SN1 Lease Asset Files."
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01 Representations and Warranties as to the Series 2007-SN1
Lease Assets.
The Seller makes the following representations and warranties as to
the Series 2007-SN1 Lease Assets on which COLT relies in accepting the Series
2007-SN1 Lease Assets. Such representations and warranties speak as of the
Series 2007-SN1 Closing Date with respect to the Series 2007-SN1 Lease Assets,
and shall survive the sale, transfer and assignment of the Series 2007-SN1 Lease
Assets to COLT:
(a) Characteristics of Series 2007-SN1 Leases. Each Series 2007-SN1
Lease (A) was originated by a Dealer for the original retail lease of a Vehicle
(excluding fleet leases, which are leases made to lessees which have leased five
or more vehicles through GMAC), was fully and properly executed by the parties
thereto, was purchased by the Seller or its subsidiaries in the ordinary course
of its business 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 2007-SN1 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 2007-SN1
Lease may be different from the level payments) that fully amortize the
capitalized cost of the Vehicle as specified in the Series 2007-SN1 Lease to the
Stated Residual Value over the lease term.
(b) 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
Servicemembers Civil Relief Act, 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 2007-SN1 Leases, have been complied with in all material
respects, and each Series 2007-SN1 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.
(c) Binding Obligation. Each Series 2007-SN1 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.
(d) Good Title. Upon conveyance of the Series 2007-SN1 Lease Asset by
the Dealer to the Seller, (1) the Seller has good title in and to the Series
2007-SN1 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.
(e) Leases In Force. No Series 2007-SN1 Lease has been satisfied,
subordinated, cancelled, terminated or rescinded.
(f) 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.
(g) Lawful Assignment. No Series 2007-SN1 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 2007-SN1 Lease and
related Vehicle by the Dealer to the Seller and VAULT and by the Seller to COLT
and the pledge by COLT of its interest in such Series 2007-SN1 Lease to the COLT
Indenture Trustee and the pledges by COLT and VAULT of their respective
interests in such related Vehicles to each COLT 2007-SN1 Secured Noteholder.
(h) Underwriting. Each Series 2007-SN1 Lease was underwritten in
substantial conformance with underwriting guidelines applied to similar leases
acquired by the Seller for its own account.
(i) Term of Series 2007-SN1 Leases. Each Series 2007-SN1 Lease has an
original scheduled term of not less than 12 months nor greater than 48 months.
(j) Location. The Dealer selling each Series 2007-SN1 Lease Asset to
the Seller is located in the United States and each Lessee has a billing address
in the United States.
(k) Triple Net Leases. Each Series 2007-SN1 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.
(l) Vehicles. Each Vehicle purchased by the Seller is a new automobile
or light duty truck.
(m) No Defenses. No right of rescission, setoff, counterclaim or
defense has been asserted or threatened with respect to any Series 2007-SN1
Lease.
(n) 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 2007-SN1 Closing Date, with respect to the Series 2007-SN1 Lease
Assets, received a written notice of any Liens asserted against any Vehicle for
work, labor or materials affecting such Vehicle, (3) none of the Seller or its
Affiliates has received notice from the IRS of a lien imposed by 26 U.S.C.
Section 6321 upon any Series 2007-SN1 Lease Asset and no such notice of lien has
been filed with the appropriate Governmental Authority upon any Series 2007-SN1
Lease Asset, and (4) none of the Seller or its ERISA
Affiliates has received notice from the PBGC of a lien imposed by Section 4068
of ERISA upon any Series 2007-SN1 Lease Asset and no such notice of lien has
been filed with the appropriate Governmental Authority upon any Series 2007-SN1
Lease Asset.
(o) 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 2007-SN1 Leases have been made or will be made
within ten days after the Series 2007-SN1 Closing Date, and no filings are
necessary with respect to the transfer of the Beneficial Interest in each
related Vehicle.
(p) One Original. There is only one original executed copy of each
Series 2007-SN1 Lease.
(q) Implicit Lease Rate. The lowest implicit lease rate of any Series
2007-SN1 Lease Asset is 0% and the highest implicit lease rate of any Series
2007-SN1 Lease Asset is less than or equal to the Discount Rate.
(r) Not Delinquent or Liquidating. As of the Cutoff Date as to each
Series 2007-SN1 Lease, such Series 2007-SN1 Lease was not considered past due;
that is, the payments due on such Series 2007-SN1 Lease in excess of $25 have
been received within 30 days of the payment date and no Series 2007-SN1 Lease
was a Liquidating Lease Asset.
(s) No Documents or Instruments. No Series 2007-SN1 Lease Asset, or
constituent part thereof, constitutes a "negotiable instrument", "negotiable
document of title" or "electronic chattel paper" (as such terms are used in the
UCC).
(t) Aggregate Initial ABS Value. The Aggregate Initial ABS Value of
the Series 2007-SN1 Lease Assets is $2,500,008,486.50.
(u) No Waiver. Since the Cutoff Date, no provision of a Series
2007-SN1 Lease has been, or will be waived, altered or modified in any respect,
except in accordance with the Servicer's customary servicing procedures and the
COLT Servicing Agreement.
(v) Origination Date. Each Series 2007-SN1 Lease was originated on or
after February 1, 2003.
(w) Series 2007-SN1 Lease Assets Schedule. The information set forth
in the Series 2007-SN1 Lease Assets 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 2007-SN1 Further Holders were utilized in selecting the Series
2007-SN1 Leases from those leases of GMAC that meet the selection criteria set
forth in this Agreement.
(x) Denomination. Each Series 2007-SN1 Lease is denominated in U.S.
dollars.
(y) Creation, Perfection and Priority of Security Interests. The
Perfection Representations that 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 2007-SN1
Closing Date with respect to the Series 2007-SN1 Lease Assets, in its capacity
as the seller of the Series 2007-SN1 Lease Assets hereunder, that:
(a) Organization and Good Standing. The Seller has been duly organized
and is validly existing as an entity 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 entity 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 2007-SN1
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, the COLT 2007-SN1 Lease Assets Assignment
and each other COLT 2007-SN1 Basic Document to which it is a party 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 2007-SN1
Lease Assets as provided in the COLT Servicing Agreement, the Secured Notes
Transfer and Administration Agreements and each other COLT 2007-SN1 Basic
Document to which the Seller is a party, has duly authorized such sale and
assignment to COLT by all necessary limited liability company action; and the
execution, delivery and performance of this Agreement, the related COLT 2007-SN1
Lease Assets Assignment and each other COLT 2007-SN1 Basic Document to which the
Seller is a party have been duly authorized by the Seller by all necessary
limited liability company action;
(d) Valid Sale; Binding Obligation. This Agreement and the COLT
2007-SN1 Lease Assets Assignment, when duly executed and delivered, shall
constitute a valid sale, transfer and assignment of the Series 2007-SN1 Lease
Assets, enforceable against creditors of and purchasers from the Seller; and
this Agreement together with the Assignment and each other COLT 2007-SN1 Basic
Document to which the Seller is a party, 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, the related COLT 2007-SN1 Lease Assets Assignment and each other
COLT 2007-SN1 Basic Document to which the Seller is a party and the fulfillment
of the terms of this Agreement, the related COLT 2007-SN1 Lease Assets
Assignment and each other COLT 2007-SN1 Basic Document to which the Seller is a
party 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 certificate of formation or limited liability company agreement 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 pursuant to
the COLT 2007-SN1 Basic Documents) 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, except where any such conflict or violation would not have a
material adverse effect on its ability to perform its obligations with respect
to COLT or any Interested Party under this Agreement or the COLT Servicing
Agreement; and
(f) No Proceedings. There are no Proceedings pending or, to the
Seller's knowledge, 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, the related COLT 2007-SN1 Lease Assets Assignment or any other COLT
2007-SN1 Basic Document to which the Seller is a party (B) seeking to prevent
the consummation of any of the transactions contemplated by this Agreement the
COLT 2007-SN1 Lease Assets Assignment or any other COLT 2007-SN1 Basic Document
to which the Seller is a party, 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, the
COLT 2007-SN1 Lease Assets Assignment or any other COLT 2007-SN1 Basic Document
to which the Seller is a party.
SECTION 3.03 Representations and Warranties of COLT.
COLT hereby represents and warrants to the Seller as of the Series 2007-SN1
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 2007-SN1 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, the COLT 2007-SN1 Lease Assets Assignment and each
other COLT 2007-SN1 Basic Document to which it is a party and to carry out its
terms and the execution, delivery and performance of this Agreement, the COLT
2007-SN1 Lease Assets Assignment and each other COLT 2007-SN1 Basic Document to
which it is a party have been duly authorized by COLT by all necessary trust
action;
(d) No Violation. The consummation of the transactions contemplated by
this Agreement, the COLT 2007-SN1 Lease Assets Assignment and each other COLT
2007-SN1
Basic Document to which COLT is a party and the fulfillment of the terms of this
Agreement, the COLT 2007-SN1 Lease Assets Assignment and each other COLT
2007-SN1 Basic Document to which COLT is a party 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 Administration 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 pending or, to COLT's
knowledge, threatened before any Governmental Authority having jurisdiction over
COLT or its properties (i) asserting the invalidity of this Agreement, the COLT
2007-SN1 Lease Assets Assignment or any other COLT 2007-SN1 Basic Document to
which COLT is a party, 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, the COLT 2007-SN1
Lease Assets Assignment or any other COLT 2007-SN1 Basic Document to which COLT
is a party.
ARTICLE IV
ADDITIONAL AGREEMENT
SECTION 4.01 Conflicts with Secured Notes Transfer and Administration
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
Administration Agreements, the Secured Notes Transfer and Administration
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 2007-SN1 Lease
Assets Assignment in the Series 2007-SN1 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 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 Series 2007-SN1 Further Holders at least 30 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 2007-SN1
Secured Noteholders at least 30 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 2007-SN1 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 formed 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 2007-SN1 Lease
Assets Assignment and as contemplated by the Secured Notes Transfer and
Administration Agreements, the Seller shall not sell, pledge, assign or transfer
the Series 2007-SN1 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 2007-SN1 Lease Assets and any other COLT 2007-SN1
Collateral against all claims of third parties claiming through or under the
Seller.
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 with respect to any
Series 2007-SN1 Lease Asset or in Section 3.02 (a "Warranty Repurchase Event"),
the Seller, unless such breach has been cured in all material respects, 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 2007-SN1 Lease
Asset (a "Warranty Lease Asset") from COLT, without further notice from COLT
hereunder, and, on or prior to the related Payment Date, the Seller shall pay
COLT the related Warranty Payment to the COLT Collection Account. 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 2007-SN1
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 2007-SN1 Lease Asset, all
monies due thereon, proceeds from insurance policies to the extent relating to
such Series 2007-SN1 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 2007-SN1 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 2007-SN1 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 2007-SN1 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 2007-SN1 Closing Date, the Seller
shall transfer to the account or accounts designated by COLT all collections on
the Series 2007-SN1 Lease Assets held by the Seller on the Series 2007-SN1
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 2007-SN1
Secured Noteholders to secure COLT's obligations under the COLT 2007-SN1 Secured
Notes.
ARTICLE V
CONDITIONS
SECTION 5.01 Conditions to Obligation of COLT.
The obligation of COLT to purchase the Series 2007-SN1 Lease Assets
hereunder and pursuant to the COLT 2007-SN1 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 2007-SN1 Closing Date, and the Seller shall have performed all
obligations to be performed by it hereunder on or prior to the Series 2007-SN1
Closing Date.
(b) No Warranty Repurchase Event. No Warranty Repurchase Event shall
have occurred on or prior to the Series 2007-SN1 Closing Date.
(c) Computer Files Marked. The Seller shall, at its own expense, on or
prior to the Series 2007-SN1 Closing Date, indicate in its computer files
created in connection with the
Series 2007-SN1 Lease Assets that the Series 2007-SN1 Lease Assets have been
sold to COLT pursuant to this Agreement and the COLT 2007-SN1 Lease Assets
Assignment and shall deliver to COLT the Series 2007-SN1 Lease Assets 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 2007-SN1 Lease Assets Assignment. On the Series
2007-SN1 Closing Date, the Seller shall execute and deliver the COLT 2007-SN1
Lease Assets Assignment.
(ii) Evidence of UCC Filing. On or prior to the tenth day after
the Series 2007-SN1 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 2007-SN1 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 2007-SN1 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 tenth day after
the Series 2007-SN1 Closing Date.
(iii) Other Documents. On the Series 2007-SN1 Closing Date, the
Seller shall provide such other documents as COLT may reasonably request.
(e) Reserve Account Initial Deposit. On the Series 2007-SN1 Closing
Date, the Seller shall cause COLT, LLC to deposit the Reserve Account Initial
Deposit in immediately available funds into the Reserve Account.
(f) Other Transactions. The transactions contemplated by the Secured
Notes Transfer and Administration Agreements shall be consummated to the extent
that such transactions are intended to be substantially contemporaneous with the
transactions hereunder.
SECTION 5.02 Conditions to Obligation of the Seller.
The obligation of the Seller to sell the Series 2007-SN1 Lease Assets to
COLT hereunder or pursuant to the COLT 2007-SN1 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 2007-SN1
Closing Date with respect to the Series 2007-SN1 Lease Assets, and COLT shall
have performed all obligations to be performed by it hereunder or pursuant to
the COLT 2007-SN1 Lease Assets Assignment on or prior to the closing hereunder.
(b) Delivery of COLT 2007-SN1 Secured Notes. On the Series 2007-SN1
Closing Date, COLT shall deliver, or cause the COLT Indenture Trustee to
deliver, the COLT 2007-SN1 Secured Notes to the CARAT Indenture Trustee in
accordance with Section 2.2(d) of the COLT Indenture, as provided in Section
2.02.
ARTICLE VI
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 2007-SN1 Secured Noteholders or the COLT 2007-SN1
Certificateholder.
(b) This Agreement may also be amended from time to time by the Seller
and COLT with the consent of the COLT 2007-SN1 Certificateholder, if the COLT
2007-SN1 Certificateholder is any Person other than GMAC or an Affiliate of
GMAC, and the Holders of a majority of the then Outstanding Amount of the COLT
2007-SN1 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 2007-SN1 Certificates and
COLT 2007-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 2007-SN1
Certificateholder or COLT 2007-SN1 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
2007-SN1 Lease Assets or distributions that shall be required to be made on any
COLT 2007-SN1 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 2007-SN1 Secured Notes then outstanding.
(c) If any Rated Notes are outstanding, prior to the execution of any
amendment or consent pursuant to Section 6.01(a) or (b), the Servicer 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 2007-SN1 Secured Noteholder and the COLT
2007-SN1 Certificateholder.
(e) It shall not be necessary for the consent of the COLT 2007-SN1
Secured Noteholders or the COLT 2007-SN1 Certificateholder pursuant to Section
6.01(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 2007-SN1
Secured Noteholders or the COLT 2007-SN1 Certificateholder provided for in this
Agreement) and of evidencing the authorization of the execution thereof by the
COLT 2007-SN1 Secured Noteholders and the COLT 2007-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.
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 2007-SN1 Closing Date under Section 2.03 and the closing under the
Secured Notes Transfer and Administration 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 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 2007-SN1 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 Series 2007-SN1 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 Administration 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.
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 2007-SN1 Secured Noteholders or the COLT
2007-SN1 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 2007-SN1 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 Series 2007-SN1 is a separate series of COLT as provided
in Section 3806(b)(2) of the Statutory Trust Act. As such, separate and distinct
records shall be maintained for Series 2007-SN1 Lease Assets and the Trust
Assets associated with Series 2007-SN1 Lease Assets shall be held and accounted
for separately from the other assets of COLT or any other Series. The debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to the Series 2007-SN1 Lease Assets, including the COLT
2007-SN1 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 2007-SN1 Lease Assets only, and not against COLT
generally or the assets securing any other Series of Secured Notes.
SECTION 6.13 Limitation of Liability.
(a) 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 2007-SN1 Basic
Documents.
SECTION 6.14 Merger and Consolidation of the Seller.
Any corporation, limited liability company or other entity (i) into which
the Seller may be merged or consolidated, (ii) resulting from any merger,
conversion or consolidation to which the Seller shall be a party, or (iii)
succeeding to the business of the Seller, or (iv) more than 50% of the voting
stock (or, if not a corporation, other voting interests) of which is owned,
directly or indirectly, by GMAC or General Motors, which corporation or entity
in any of the foregoing cases executes an agreement of assumption to perform
every obligation of the Seller under this Agreement and the other COLT 2007-SN1
Basic Documents, shall be the successor to the Seller under this Agreement
without the execution or filing of any document or any further act on the part
of any of the parties to this Agreement. The Seller shall provide 10 days prior
notice of any merger, consolidation or succession pursuant to this Section 6.14
to the Rating Agencies (if any Rated Notes are outstanding), the Servicer, the
COLT Indenture Trustee and the COLT Owner Trustee.
SECTION 6.15 Assignment.
Notwithstanding anything to the contrary contained in this Agreement, this
COLT Sale and Contribution Agreement may be assigned by the Seller without the
consent of any other Person to a corporation limited liability company or other
entity that is a successor (by merger, consolidation or purchase of assets) to
the Seller, or that more than 50% of the voting interests of which is owned,
directly or indirectly, by General Motors or GMAC, provided that such entity
executes an agreement of assumption as provided in Section 4.02 of the COLT
Servicing Agreement.
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.
GMAC LLC
By: /s/ C.J. Vannatter
------------------------------------
Name: C.J. Vannatter
Title: Director - Global Securitization
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
EXHIBIT A
FORM OF COLT 2007-SN1 LEASE ASSETS ASSIGNMENT
PURSUANT TO SALE AND CONTRIBUTION AGREEMENT
For value received, in accordance with the COLT Sale and Contribution
Agreement, dated as of June 7, 2007 (the "COLT Sale and Contribution
Agreement"), between GMAC LLC, a Delaware limited liability company (together
with its successors thereto and assigns thereof, "GMAC," and GMAC is referred to
as the "Seller" in its capacity as seller of the Series 2007-SN1 Lease Assets),
and Central Originating Lease Trust, a Delaware statutory trust ("COLT"), the
Seller does hereby sell, assign, transfer and otherwise convey to COLT, without
recourse (except as specifically provided in the COLT 2007-SN1 Basic Documents):
(i) all right, title and interest of the Seller in, to and under the Series
2007-SN1 Lease Assets listed on the Series 2007-SN1 Lease Assets Schedule
attached as Schedule A to the COLT Sale and Contribution Agreement (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 related
Vehicles, to the extent permitted by law, all 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 related to the Series 2007-SN1 Lease Assets; (iii) the interest of the
Seller in any proceeds from recourse against Dealers on the Series 2007-SN1
Lease Assets; (iv) all right, title and interest of the Seller in, to and under
the COLT 2007-SN1 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 2007-SN1 Lease Assets); and (vi) the present
and future claims, demands, causes and choses in action in respect of any or all
the foregoing described 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
intangibles, 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 (clauses (i) through (vi) collectively, the
"Sold Assets").
It is the intention of the Seller and COLT that the transfer and assignment
of the Sold Assets contemplated by this COLT 2007-SN1 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.
The foregoing transfer and assignment of the Sold Assets contemplated by
this COLT 2007-SN1 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 2007-SN1 Lease Assets, any Supplemental Dealer Agreements, any
insurance policies or any agreement or instrument relating to any of them.
1
THIS COLT 2007-SN1 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 SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER
THIS COLT 2007-SN1 LEASE ASSETS ASSIGNMENT SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
This COLT 2007-SN1 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 the Aggregate Initial ABS Value
for the Series 2007-SN1 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.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this COLT 2007-SN1
Lease Assets Assignment to be duly executed as of the date first above written.
GMAC LLC
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
1
SCHEDULE A
The Series 2007-SN1 Lease Assets Schedule is
on file at the offices of:
1. The COLT Indenture Trustee
2. The COLT Owner Trustee
3. GMAC LLC
1
SCHEDULE B
PERFECTION REPRESENTATIONS
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
2007-SN1 Lease Assets Assignment shall constitute the sale of each Series
2007-SN1 Lease Asset and the other Sold Assets 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 each Series 2007-SN1
Lease and the other Sold Assets (other than the Vehicles related to the Series
2007-SN1 Leases) in favor of 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 ten days after the Series 2007-SN1 Closing Date, all steps
necessary to perfect COLT's security interest against the account debtor in the
Series 2007-SN1 Leases that constitute chattel paper will have been taken.
3. Prior to the pledge of the Series 2007-SN1 Leases to the COLT Indenture
Trustee under the COLT Indenture, the Series 2007-SN1 Leases constitute
"tangible 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 2007-SN1 Lease
Assets and the other Sold Assets free and clear of any Lien, claim or
encumbrance of any Person, other than the Lien of the COLT Indenture Trustee and
the COLT 2007-SN1 Secured Noteholders as set forth in the COLT Indenture.
5. GMAC has caused or will have caused, within ten days after the Series
2007-SN1 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 Series 2007-SN1 Leases and the
other Sold Assets (other than the related Vehicles) 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 interests granted by COLT to the COLT
Indenture Trustee and the COLT 2007-SN1 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 Series 2007-SN1 Lease Assets or
the other Sold 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 Series 2007-SN1 Lease Assets or the other
Sold 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 and the COLT 2007-SN1 Secured Noteholders 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 2007-SN1 Lease Assets or the other Sold Assets.
1
7. GMAC, as Custodian, has in its possession the original copies of the
Series 2007-SN1 Lease Asset Files and other documents that constitute or
evidence the Series 2007-SN1 Leases. The Series 2007-SN1 Lease Asset Files and
other documents that constitute or evidence the Series 2007-SN1 Leases do not
have any marks or notations indicating that they have been pledged, assigned or
otherwise conveyed to any Person other than COLT.