EXHIBIT 99.8
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COLT 200_-__ PULL AHEAD FUNDING AGREEMENT
BETWEEN
CENTRAL ORIGINATING LEASE TRUST,
GENERAL MOTORS ACCEPTANCE CORPORATION,
AS AGENT ON BEHALF
OF GENERAL MOTORS CORPORATION
AND
__________________,
AS COLT INDENTURE TRUSTEE
DATED AS OF___, 200_
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COLT 200- PULL AHEAD FUNDING AGREEMENT
THIS COLT 200_-__ PULL AHEAD FUNDING AGREEMENT, dated as of ______, 200_,
between CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust ("COLT"),
GENERAL MOTORS ACCEPTANCE CORPORATION ("GMAC"), a Delaware corporation, as agent
on behalf of General Motors Corporation ("General Motors"), and _______,
______________, 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
(the "COLT Servicing Agreement"), which provides for the servicing of the Series
200_-__ 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 200_-__ 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 the date hereof (the "Declaration"),
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 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 GMAC, in its capacity as agent for General Motors, or General Motors,
institutes a Pull Ahead Program with respect to any Series 200_-__ Lease Asset,
such Series 200_-__ 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
COLT Pull Ahead Funding Agreement
Lessee under a Series 200_-__ Lease shall be permitted to participate in any
Pull Ahead Program unless such Lessee has paid all amounts due and payable by
the Lessee under such Series 200_-__ Lease on or before the date of such
Lessee's election to terminate such Series 200_-__ 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 200_-__ Lease and the Servicer's
Customary Servicing Practices). On the second Business Day of the Collection
Period following any such Collection Period in which an early termination of a
Series 200_-__ 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 Collection Account, an amount
equal to the Pull Ahead Payment with respect to such Pull Ahead Lease Asset.
Pursuant to Section 2.02(b) of the COLT Servicing Agreement, the Servicer shall
obtain the full amount of such Pull Ahead Payment from GMAC in lieu of remaining
Monthly Lease Payments from the related Lessee with respect to a Pull Ahead
Lease Asset and deposit it in the Collection Account at the time and in the
manner required by Section 3.04 of the COLT Servicing Agreement. Following the
payment of the Pull Ahead Payment with respect to any Pull Ahead Lease Asset,
the Servicer shall charge the related Lessee any applicable Excess Wear and
Excess Mileage Charges in accordance with the related Program Lease, and the
Servicer shall deposit any amounts received from the related Lessee on account
thereof into the Collection Account in accordance with Section 3.04 of the COLT
Servicing Agreement.
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 200_-__ Certificateholders or the
COLT 200_-__ 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 200_-__ 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 200_-__ Secured Noteholders.
(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 holders of a majority of the then outstanding
principal amount of the COLT 200_-__ 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 200_-__ Certificates and COLT 200_-__ Secured Notes, for the purpose of
adding any provisions to this Agreement or changing in any manner or eliminating
any of the provisions of this Agreement, or of modifying in any manner the
rights of the COLT 200_-___ Certificateholders or COLT 200_-__ Secured
Noteholders in the Series 200_-__ 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 200_-__ Secured Noteholder and each Rating
Agency.
(e) It shall not be necessary for the consent of the COLT 200_-__ Secured
Noteholders 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 200_-__ Secured Noteholders provided for in this
Agreement) and of evidencing the authorization of the execution thereof by the
COLT 200_-__ Secured Noteholders shall be subject to such reasonable
requirements as the COLT Indenture Trustee may prescribe, including the
establishment of record dates.
(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; 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 DOMESTIC 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.
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
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200_-__ Certificateholder, the COLT 200_-__ Secured Noteholders, CARAT 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 200_-__ 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, 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 bankruptcy or similar laws of
the United States or any state of the United States. This Section shall survive
the termination of this Agreement.
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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 200_-__ 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:______________________________________
Name:
Title:
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:______________________________________
Name:
Title:
_________________, as COLT Indenture
Trustee
By:______________________________________
Name:____________________________________
Title:___________________________________
COLT Pull Ahead Funding Agreement
