Exhibit 99.6
CAPITAL AUTO RECEIVABLES ASSET TRUST 2005-SN1
COLT 2005-SN1 SALE AND CONTRIBUTION AGREEMENT
BETWEEN
GENERAL MOTORS ACCEPTANCE CORPORATION
AND
CENTRAL ORIGINATING LEASE TRUST
DATED AS OF APRIL 28, 2005
TABLE OF CONTENTS
PAGE
ARTICLE 1 DEFINITIONS......................................................... 2
SECTION 1.01 Definitions................................................. 2
SECTION 1.02 Owner of a Series 2005-SN1 Lease Asset...................... 2
ARTICLE 2 PURCHASE AND SALE OF SERIES 2005-SN1 LEASE ASSETS................... 2
SECTION 2.01 Purchase and Sale of Series 2005-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 3 REPRESENTATIONS AND WARRANTIES...................................... 4
SECTION 3.01 Representations and Warranties as to the Series 2005-SN1
Lease Assets............................................. 4
SECTION 3.02 Additional Representations and Warranties of the
Seller................................................... 8
SECTION 3.03 Representations and Warranties of COLT...................... 9
ARTICLE 4 ADDITIONAL AGREEMENTS............................................... 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............................................. 11
SECTION 4.06 Pre-Closing Collections..................................... 11
SECTION 4.07 Pledge of Sold Assets to COLT Indenture Trustee............. 12
ARTICLE 5 CONDITIONS.......................................................... 12
SECTION 5.01 Conditions to Obligation of COLT............................ 12
SECTION 5.02 Conditions to Obligation of the Seller...................... 13
ARTICLE 6 MISCELLANEOUS PROVISIONS............................................ 13
SECTION 6.01 Amendment................................................... 13
SECTION 6.02 Survival.................................................... 14
SECTION 6.03 Notices..................................................... 14
SECTION 6.04 Governing Law............................................... 14
SECTION 6.05 Waivers..................................................... 14
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TABLE OF CONTENTS
(continued)
PAGE
SECTION 6.06 Costs and Expenses.......................................... 14
SECTION 6.07 Confidential Information.................................... 15
SECTION 6.08 Headings.................................................... 15
SECTION 6.09 Counterparts................................................ 15
SECTION 6.10 No Petition Covenant........................................ 15
SECTION 6.11 Limitations on Rights of Others............................. 15
SECTION 6.12 Series Liabilities.......................................... 15
SECTION 6.13 Limitation of Liability..................................... 15
EXHIBIT A Form of COLT 2005-SN1 Lease Assets Assignment
SCHEDULE A Series 2005-SN1 Lease Assets Schedule
SCHEDULE B Perfection Representations
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THIS COLT 2005-SN1 SALE AND CONTRIBUTION AGREEMENT, dated as of April 28,
2005 (this "COLT Sale and Contribution Agreement" or this "Agreement"), between
CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust ("COLT"), and
GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation ("GMAC," referred
to as the "Seller" in its capacity as seller of the Series 2005-SN1 Lease Assets
and as the "Servicer" in its capacity as servicer of the Series 2005-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 2005-SN1 Lease Assets;
WHEREAS, the Seller is willing to sell as of the date hereof such Series
2005-SN1 Lease Assets to COLT;
WHEREAS, GMAC, in its capacity as Servicer, has agreed to service such
Series 2005-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 2005-SN1 Secured Notes") to partially fund its acquisition of
such Series 2005-SN1 Lease Assets;
WHEREAS, COLT and GMAC may wish to provide in the agreements pursuant to
which COLT issues the COLT 2005-SN1 Secured Notes and GMAC acquires its interest
in such COLT 2005-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 2005-SN1 Lease
Assets and administer the COLT 2005-SN1 Secured Notes;
WHEREAS, the Servicer is willing to service such Series 2005-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 2005-SN1 (the "Issuer") and the COLT 2005-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 2005-SN1 Secured Notes or of obligations secured by the
COLT 2005-SN1 Secured Notes (the Issuer and all such parties under the Secured
Notes Transfer and Administration Agreements being "Interested Parties") with
respect to such Series 2005-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:
COLT 2005-SN1 Sale and Contribution Agreement
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ARTICLE 1
DEFINITIONS
SECTION 1.01 Definitions. Capitalized terms used in this Agreement are
defined in and shall have the meanings assigned to them in Part I of Exhibit A
to the COLT Servicing Agreement, or if not defined therein, shall have the
meanings assigned to them in Part I of Exhibit I to the Third Amended and
Restated Declaration of Trust, dated as of March 25, 2004 (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, and
GMAC. All references herein to "this Agreement" are to this COLT Sale and
Contribution Agreement as it may be amended, supplemented or otherwise modified
from time to time. The rules of construction set forth in Part II of Exhibit A
to the COLT Servicing Agreement shall be applicable to this COLT Sale and
Contribution Agreement.
SECTION 1.02 Owner of a Series 2005-SN1 Lease Asset. For purposes of this
Agreement, the "Owner" of a Series 2005-SN1 Lease Asset shall mean COLT;
provided, however, that the Seller or the Servicer, as applicable, shall be the
"Owner" of any Series 2005-SN1 Lease Asset from and after the time that such
Person shall acquire such Series 2005-SN1 Lease Asset, whether pursuant to
Section 4.04 of this Agreement, any provision of the COLT Servicing Agreement or
otherwise.
ARTICLE 2
PURCHASE AND SALE OF SERIES 2005-SN1 LEASE ASSETS
SECTION 2.01 Purchase and Sale of Series 2005-SN1 Lease Assets.
(a) On the Series 2005-SN1 Closing Date, subject to satisfaction of
the conditions specified in Article V and the COLT 2005-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
0000-XX0 Xxxxx Xxxxxxxxx):
(i) all right, title and interest of the Seller in, to and
under the Series 2005-SN1 Lease Assets listed on the Series 2005-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 Vehicles, to the extent permitted by law,
any accessions thereto;
(ii) the interest of the Seller in any proceeds from claims on
any physical damage, credit life, credit disability or other insurance policies
covering Vehicles or Lessees;
(iii) the interest of the Seller in any proceeds from recourse
against Dealers on the Series 2005-SN1 Lease Assets;
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(iv) all right, title and interest of the Seller in, to and
under the COLT 2005-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 2005-SN1 Lease Assets);
(vi) all right, title and interest of the Seller in, to and
under the COLT Servicing Agreement and the other COLT 2005-SN1 Basic Documents;
and
(vii) the present and future claims, demands, causes and
choses in action in respect of any or all the foregoing described in clauses (i)
through (vi) above and all payments on or under and all proceeds of every kind
and nature whatsoever in respect of any or all the foregoing, including all
proceeds of the conversion of any or all of the foregoing, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, investment property, payment intangible, general
intangibles, condemnation awards, rights to payment of any and every kind and
other forms of obligations and receivables, instruments and other property which
at any time constitute all or part of or are included in the proceeds of any of
the foregoing (collectively with the assets described in clauses (i) through
(vi) above, 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 2005-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 2005-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 2005-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 2005-SN1 Secured
Notes pursuant to Section 2.02, the Seller shall execute and deliver to COLT the
COLT 2005-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 2005-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 2005-SN1 Secured Notes in an initial
aggregate principal amount equal to 98.50% of the Aggregate ABS Value of the
Series 2005-SN1 Lease Assets on the Series 2005-SN1 Closing Date. If the
aggregate fair market value of the Series 2005-SN1 Lease Assets sold to COLT on
the Series
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2005-SN1 Closing Date exceeds the aggregate initial principal balance of the
COLT 2005-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 2005-SN1 Certificate issued
to COLT, LLC on the Series 2005-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, Xxxx & Maw LLP, 000 Xxxxx XxXxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, on the Series 2005-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 2005-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 2005-SN1
Lease Asset:
(a) the fully executed original of the Program Lease for such Series
2005-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 2005-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 2005-SN1 Lease Asset Files."
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES
SECTION 3.01 Representations and Warranties as to the Series 2005-SN1
Lease Assets. The Seller makes the following representations and warranties as
to the Series 2005-SN1 Lease Assets on which COLT relies in accepting the Series
2005-SN1 Lease Assets. Such representations and warranties speak as of the
Series 2005-SN1 Closing Date with respect to the Series 2005-SN1 Lease Assets,
and shall survive the sale, transfer and assignment of the Series 2005-SN1 Lease
Assets to COLT:
(i) Characteristics of Series 2005-SN1 Leases. Each Series
2005-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 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 2005-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 2005-SN1 Lease
may be different from the level payments) that fully amortize the capitalized
cost of the lease to the Stated Residual Value over the lease term.
(ii) Compliance with Law. All requirements of applicable
federal, state and local laws, and regulations thereunder, including any
Truth-in-Leasing laws, usury laws, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting
Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act,
the Xxxxxxxx-Xxxx 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 2005-SN1 Leases, have been complied with in all material
respects, and each Series 2005-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.
(iii) Binding Obligation. Each Series 2005-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.
(iv) Good Title. Upon conveyance of the Series 2005-SN1 Lease
Asset by the Dealer to the Seller, (1) the Seller has good title in and to the
Series 2005-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
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title to the related Vehicle), and (3) the Seller owns and has good title to all
of the Beneficial Interest in each related Vehicle, in each case free of any
Lien.
(v) Leases in Force. No Series 2005-SN1 Lease has been
satisfied, subordinated, cancelled, terminated or rescinded.
(vi) No Default. There has been no default, breach, violation
or event permitting the lessor to terminate under the terms of any Series
2005-SN1 Lease, and no event has occurred and is continuing, other than any
failure to pay amounts due under such Series 2005-SN1 Lease Asset which is
addressed in Section 3.01(a)(xix), that with notice or the lapse of time or both
would constitute a default, breach, violation or event permitting the lessor to
terminate under the terms of any Series 2005-SN1 Lease, and none of the Dealer,
the Seller, COLT or the Servicer has waived any of the foregoing.
(vii) Insurance. Each Lessee is required to maintain physical
damage and liability insurance policies of the type that the Seller requires in
accordance with its customary underwriting standards for the purchase of
automotive leases.
(viii) Lawful Assignment. No Series 2005-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 2005-SN1
Lease and related Vehicle by the Dealer to the Seller and VAULT and by the
Seller to COLT and the pledge by COLT or its interest in such Series 2005-SN1
Lease to the COLT Indenture Trustee and the pledges by COLT and VAULT or their
respective interests in such related Vehicles to each COLT 2005-SN1 Secured
Noteholder.
(ix) Underwriting. Each Series 2005-SN1 Lease was underwritten
in substantial conformance with underwriting guidelines applied to similar
leases acquired by the Seller for its own account.
(x) Term of Series 2005-SN1 Leases. Each Series 2005-SN1 Lease
has an original scheduled term of not less than 24 months nor greater than 48
months.
(xi) Location. The Dealer selling each Series 2005-SN1 Lease
Asset to the Seller or COLT is located in the United States and each Lessee has
a billing address in the United States.
(xii) Triple Net Leases. Each Series 2005-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.
(xiii) Vehicles. Each Vehicle purchased by the Seller is a new
automobile or light duty truck manufactured by or for General Motors
Corporation.
(xiv) No Defenses. No right of rescission, setoff,
counterclaim or defense has been asserted or threatened with respect to any
Series 2005-SN1 Lease.
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(xv) No Liens. To the best of Seller's knowledge: (1) Seller
has not, and none of its Affiliates has, taken any action that would result in a
Lien or claim arising out of an obligation or debt owed by the Seller or such
Affiliate for work, labor or materials affecting any Vehicle (2) Seller has not,
as of the Series 2005-SN1 Closing Date, received a written notice of any Liens
or claims asserted against any Vehicle for work, labor or materials affecting
such Vehicle and (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
2005-SN1 Lease Asset and no such notice of lien has been filed with the
appropriate Governmental Authority upon any Series 2005-SN1 Lease Asset; 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 2005-SN1 Lease Asset and no
such notice of lien has been filed with the appropriate Governmental Authority
upon any Series 2005-SN1 Lease Asset.
(xvi) All Filings and Notations Made. All filings (including
UCC filings) necessary in any jurisdiction to give COLT a first priority
perfected security interest in the Series 2005-SN1 Leases have been made and no
filings are necessary with respect to the transfer of the Beneficial Interest in
each related Vehicle.
(xvii) One Original. There is only one original executed copy
of each Series 2005-SN1 Lease.
(xviii) Implicit Lease Rate. The lowest implicit lease rate of
any Series 2005-SN1 Lease is 0% and the highest implicit lease rate of any
Series 2005-SN1 Lease Asset is less than or equal to the Discount Rate.
(xix) Not Delinquent or Liquidating. As of the Cutoff Date as
to each Series 2005-SN1 Lease, such Series 2005-SN1 Lease was not considered
past due; that is, the payments due on such Series 2005-SN1 Lease in excess of
$25 have been received within 30 days of the payment date and no Series 2005-SN1
Lease was a Liquidating Lease Asset.
(xx) No Documents or Instruments. No Series 2005-SN1 Lease
Asset, or constituent part thereof, constitutes a "negotiable instrument" or
"negotiable document of title" (as such terms are used in the UCC).
(xxi) Aggregate Initial ABS Value. The aggregate Initial ABS
Value of the Series 2005-SN1 Lease Assets is $2,000,005,298.81.
(xxii) No Waiver. Since the Cutoff Date, no provision of a
Series 2005-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.
(xxiii) Origination Date. Each Series 2005-SN1 Lease was
originated on or after June 4, 2001.
(xxiv) Series 2005-SN1 Lease Assets Schedule. The information
set forth in the Series 2005-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 2005-SN1
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Further Holders were utilized in selecting the Series 2005-SN1 Leases from those
leases of GMAC that meet the selection criteria set forth in this Agreement.
(xxv) Level Payments. Each Series 2005-SN1 Lease provides for
level Monthly Lease Payments, except that the first and last Monthly Lease
Payments for any Series 2005-SN1 Lease may differ from the level payments.
(xxvi) Creation, Perfection and Priority of Security
Interests. The Perfection Representations, which are attached to this Agreement
as Schedule B, are true and correct to the extent they are applicable.
SECTION 3.02 Additional Representations and Warranties of the Seller. The
Seller hereby represents and warrants to COLT as of the Series 2005-SN1 Closing
Date with respect to the Series 2005-SN1 Lease Assets, in its capacity as the
seller of the Series 2005-SN1 Lease Assets hereunder, that:
(a) Organization and Good Standing. The Seller has been duly
organized and is validly existing as a corporation in good standing under the
laws of the State of Delaware, with power and authority to own its properties
and to conduct its business as such properties are presently owned and such
business is presently conducted;
(b) Due Qualification. The Seller is duly qualified to do business
as a foreign corporation in good standing, and has obtained all necessary
licenses and approvals, in all jurisdictions in which the ownership or lease of
property or the conduct of its business (including the servicing of the Series
2005-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 and the COLT 2005-SN1 Lease Assets Assignment
and to carry out its terms; the Seller has full power and authority to sell and
assign the property to be sold and assigned to COLT and to service the Series
2005-SN1 Lease Assets as provided in the COLT Servicing Agreement and in the
Secured Notes Transfer and Administration Agreements, has duly authorized such
sale and assignment to COLT by all necessary corporate action; and the
execution, delivery and performance of this Agreement and the related COLT
2005-SN1 Lease Assets Assignment have been duly authorized by the Seller by all
necessary corporate action;
(d) Valid Sale; Binding Obligation. This Agreement and the COLT
2005-SN1 Lease Assets Assignment, when duly executed and delivered, shall
constitute a valid sale, transfer and assignment of the Series 2005-SN1 Lease
Assets, enforceable against creditors of and purchasers from the Seller; and
this Agreement together with the Assignment, when duly executed and delivered,
shall constitute a legal, valid and binding obligation of the Seller enforceable
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights in general and by general principles of equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law;
(e) No Violation. The consummation of the transactions contemplated
by this Agreement and the related COLT 2005-SN1 Lease Assets Assignment and the
fulfillment of the terms of this Agreement and the related COLT 2005-SN1 Lease
Assets Assignment shall not
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conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
articles of incorporation or by-laws of the Seller, or any indenture, agreement,
mortgage, deed of trust or other instrument to which the Seller is a party or by
which it is bound, or result in the creation or imposition of any Lien upon any
of its properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument, other than this Agreement and the
related COLT 2005-SN1 Lease Assets Assignment or violate any law or, to the best
of the Seller's knowledge, any order, rule or regulation applicable to the
Seller of any court or of any federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the Seller
or any of its properties; and
(f) No Proceedings. There are no proceedings or to the Seller's
knowledge investigations pending, or threatened, before any court, regulatory
body, administrative agency or other tribunal or governmental instrumentality
having jurisdiction over the Seller or its properties (A) asserting the
invalidity of this Agreement and the related COLT 2005-SN1 Lease Assets
Assignment, (B) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement and the COLT 2005-SN1 Lease Assets Assignment, or
(C) seeking any determination or ruling that might materially and adversely
affect the performance by the Seller of its obligations under, or the validity
or enforceability of, this Agreement and the COLT 2005-SN1 Lease Assets
Assignment.
SECTION 3.03 Representations and Warranties of COLT. COLT hereby
represents and warrants to the Seller as of the Series 2005-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 2005-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 and the COLT 2005-SN1 Lease Assets Assignment and to
carry out its terms and the execution, delivery and performance of this
Agreement and the COLT 2005-SN1 Lease Assets Assignment have been duly
authorized by COLT by all necessary trust action;
(d) No Violation. The consummation of the transactions contemplated
by this Agreement and the COLT 2005-SN1 Lease Assets Assignment and the
fulfillment of the terms of this Agreement and the COLT 2005-SN1 Lease Assets
Assignment shall not conflict with, result in any breach of any of the terms and
provisions of or constitute (with or without notice or lapse of time) a default
under, the Declaration of Trust, or any indenture, agreement, mortgage, deed of
trust or other instrument to which COLT is a party or by which it is bound, or
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any
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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 or, to COLT's
knowledge, investigations pending, or threatened, before any Governmental
Authority having jurisdiction over COLT or its properties (i) asserting the
invalidity of this Agreement and the COLT 2005-SN1 Lease Assets Assignment, or
(ii) seeking any determination or ruling that might materially and adversely
affect the performance by COLT of its obligations under, or the validity or
enforceability of, this Agreement and the COLT 2005-SN1 Lease Assets Assignment.
ARTICLE 4
ADDITIONAL AGREEMENTS
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 2005-SN1 Lease
Assets Assignment in the Series 2005-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 corporate structure in any manner that
would, could or might make any financing statement or continuation statement
filed by the Seller in accordance with Section 4.02(a) seriously misleading
within the meaning of the UCC, unless it shall have given COLT and the Series
2005-SN1 Further Holders at least 60 days prior written notice thereof.
(c) Executive Office; Maintenance of Offices. The Seller shall give
COLT, the COLT Indenture Trustee, the COLT Owner Trustee and the COLT 2005-SN1
Secured Noteholders at least 60 days prior written notice of any relocation of
its principal executive office if, as a result of such relocation, the
applicable provisions of the UCC would require the filing of any amendment of
any previously filed financing or continuation statement or of any new financing
statement. The Seller shall at all times maintain each office from which it
services Series 2005-SN1 Lease Assets and its principal executive office within
the United States of America.
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(d) New Debtor. If the Seller shall change the jurisdiction in which
it is incorporated or otherwise enter into any transaction which would result in
a "new debtor" (as defined in the UCC) succeeding to the obligations of the
Seller hereunder, the Seller shall comply fully with the obligations of Section
4.02(a).
SECTION 4.03 Other Liens or Interests. Except for the conveyances
hereunder and under the COLT 2005-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 2005-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
2005-SN1 Lease Assets and any other COLT 2005-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 2005-SN1 Lease Asset or in
Section 3.02 (a "Warranty Repurchase Event"), the Seller shall as of the last
day of the second Collection Period following its discovering or receiving
notice of such breach (or at the Seller's election, the last day of the first
Collection Period so following), repurchase such Series 2005-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. 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 2005-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 2005-SN1 Lease Asset, all monies due thereon, proceeds from
insurance policies to the extent relating to such Series 2005-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
2005-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 2005-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 2005-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 2005-SN1 Closing Date, the Seller shall transfer to the account or
accounts designated by COLT all collections on the Series 2005-SN1 Lease Assets
held by the Seller on the Series 2005-SN1
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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 2005-SN1 Secured
Noteholders to secure COLT's obligations under the COLT 2005-SN1 Secured Notes.
ARTICLE 5
CONDITIONS
SECTION 5.01 Conditions to Obligation of COLT. The obligation of COLT to
purchase the Series 2005-SN1 Lease Assets hereunder and pursuant to the COLT
2005-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 2005-SN1 Closing Date, and the Seller shall have performed all
obligations to be performed by it hereunder on or prior to the Series 2005-SN1
Closing Date.
(b) No Warranty Repurchase Event. No Warranty Repurchase Event shall
have occurred on or prior to the Series 2005-SN1 Closing Date.
(c) Computer Files Marked. The Seller shall, at its own expense, on
or prior to the Series 2005-SN1 Closing Date, indicate in its computer files
created in connection with the Series 2005-SN1 Lease Assets that the Series
2005-SN1 Lease Assets have been sold to COLT pursuant to this Agreement and the
COLT 2005-SN1 Lease Assets Assignment and shall deliver to COLT the Series
2005-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 2005-SN1 Lease Assets Assignment. On the Series
2005-SN1 Closing Date, the Seller shall execute and deliver the COLT 2005-SN1
Lease Assets Assignment.
(ii) Evidence of UCC Filing. On or prior to the tenth day
after the Series 2005-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 2005-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 2005-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 Series 2005-SN1
Closing Date.
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(iii) Other Documents. On the Series 2005-SN1 Closing Date,
the Seller shall provide such other documents as COLT may reasonably request.
(e) Reserve Account Initial Deposit. On the Series 2005-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 2005-SN1 Lease Assets to COLT hereunder or pursuant to
the COLT 2005-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 2005-SN1
Closing Date with respect to the Series 2005-SN1 Lease Assets, and COLT shall
have performed all obligations to be performed by it hereunder or pursuant to
the COLT 2005-SN1 Lease Assets Assignment on or prior to the closing hereunder.
(b) Delivery of COLT 2005-SN1 Secured Notes. On the Series 2005-SN1
Closing Date, COLT shall deliver, or cause the COLT Indenture Trustee to
deliver, the COLT 2005-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 6
MISCELLANEOUS PROVISIONS
SECTION 6.01 Amendment. (a) This Agreement may be amended by the Seller
and COLT (i) to cure any ambiguity, (ii) to correct or supplement any provision
in this Agreement that may be defective or inconsistent with any other provision
of this Agreement, or (iii) to add, change or eliminate any other provision of
this Agreement in any manner that shall not adversely affect in any material
respect the interests of the COLT 2005-SN1 Secured Noteholders or the COLT
2005-SN1 Certificateholder.
(b) This Agreement may also be amended from time to time by the
Seller and COLT with the consent of the COLT 2005-SN1 Certificateholder, if the
COLT 2005-SN1 Certificateholder is any Person other than GMAC or an Affiliate of
GMAC, and the Holders of a majority of the then Outstanding Amount of the COLT
2005-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 2005-SN1 Certificates and
COLT 2005-SN1 Secured Notes for the purpose of adding any provisions to this
Agreement or changing in any manner or eliminating any of the provisions of this
Agreement, or of modifying in any manner the rights of the COLT 2005-SN1
Certificateholder or COLT 2005-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
2005-SN1 Lease Assets or distributions that shall be required to be made on any
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COLT 2005-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 2005-SN1 Secured Notes then outstanding.
(c) Prior to the execution of any amendment or consent pursuant to
Section 6.01(a) or (b), the COLT Indenture Trustee shall furnish written notice
of the substance of such amendment or consent to the Rating Agencies.
(d) Promptly after the execution of any amendment or consent
pursuant to Section 6.01(a) or (b), the COLT Owner Trustee shall furnish a copy
of such amendment or consent to each COLT 2005-SN1 Secured Noteholder and the
COLT 2005-SN1 Certificateholder.
(e) It shall not be necessary for the consent of the COLT 2005-SN1
Secured Noteholders or the COLT 2005-SN1 Certificateholder pursuant to Section
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 2005-SN1
Secured Noteholders or the COLT 2005-SN1 Certificateholder provided for in this
Agreement) and of evidencing the authorization of the execution thereof by the
COLT 2005-SN1 Secured Noteholders and the COLT 2005-SN1 Certificateholder shall
be subject to such reasonable requirements as the COLT Indenture Trustee or the
COLT Owner Trustee may prescribe, including the establishment of record dates.
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 2005-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 AND THE COLT 2005-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 (EXCEPT 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 2005-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.
-14-
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 2005-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 2005-SN1 Secured
Noteholders or the COLT 2005-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 2005-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 COLT is a series trust pursuant
to Sections 3804 and 3806(b)(2) of the Statutory Trust Act. As such, separate
and distinct records shall be maintained for Series 2005-SN1 Lease Assets and
the Series 2005-SN1 Lease Assets shall be held and accounted for separately from
the other assets of COLT. The debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to the Series
2005-SN1 Lease Assets, including the COLT 2005-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
2005-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. It is expressly understood and
agreed by the parties hereto that (a) this COLT Sale and Contribution Agreement
is executed and delivered by
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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 2005-SN1 Basic Documents.
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IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By: /s/ X.X. Xxxx
Name: X.X. Xxxx
Title: Director - U.S. Securitization
CENTRAL ORIGINATING LEASE TRUST
By: DEUTSCHE BANK TRUST COMPANY
DELAWARE, not in its individual capacity but
solely as COLT Owner Trustee
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Attorney-in-Fact
-1- COLT 2005-SNI Sale and Contribution Agreement
EXHIBIT A
FORM OF COLT 2005-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 April 28, 2005 (the "COLT Sale and Contribution
Agreement"), between General Motors Acceptance Corporation, a Delaware
corporation ("GMAC," in its capacity as Seller of the Series 2005-SN1 Lease
Assets, the "Seller"), 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
0000-XX0 Xxxxx Xxxxxxxxx): (i) all right, title and interest of the Seller in,
to and under the Series 2005-SN1 Lease Assets listed on the Series 2005-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 Vehicles, to the extent permitted by law, any accessions thereto; (ii) the
interest of the Seller in any proceeds from claims on any physical damage,
credit life, credit disability or other insurance policies covering Vehicles or
Lessees; (iii) the interest of the Seller in any proceeds from recourse against
Dealers on the Series 2005-SN1 Lease Assets; (iv) 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 2005-SN1 Lease Assets); (v) all right, title
and interest of the Seller in, to and under the COLT Servicing Agreement and the
other COLT 2005-SN1 Basic Documents; 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 intangible, general intangibles,
condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments and other property which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Sold Assets").
It is the intention of the Seller and COLT that the transfer and
assignment of the Sold Assets contemplated by this COLT 2005-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 2005-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 2005-SN1 Lease Assets, any Supplemental Dealer Agreements, any
insurance policies or any agreement or instrument relating to any of them.
Exhibit A-1 COLT Sale and Contribution Agreement
This COLT 2005-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 2005-SN1 Lease Assets assigned hereunder is
$2,000,005,298.81.
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]
Exhibit A-2 COLT Sale and Contribution Agreement
IN WITNESS WHEREOF, the undersigned has caused this COLT 2005-SN1 Lease
Assets Assignment to be duly executed as of the date first above written.
GENERAL MOTORS ACCEPTANCE CORPORATION
By: _____________________________________________
Name:
Title:
Exhibit A-3 COLT Sale and Contribution Agreement
SCHEDULE A
The Series 2005-SN1 Lease Assets Schedule is
on file at the offices of:
1. The COLT Indenture Trustee
2. The COLT Owner Trustee
3. General Motors Acceptance Corporation
Sch. A-1 COLT Sale and Contribution Agreement
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
2005-SN1 Lease Assets Assignment shall constitute the sale of each Series
2005-SN1 Lease Asset and the other Sold Assets from GMAC to COLT, the COLT Sale
and Contribution Agreement and the COLT Indenture creates a valid and continuing
security interest (as defined in the applicable UCC) in each Series 2005-SN1
Lease and the other Sold Assets (other than the Vehicles related to the Series
2005-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 2005-SN1 Closing Date, all steps
necessary to perfect COLT's security interest against the account debtor in the
Series 2005-SN1 Leases that constitute chattel paper will have been taken.
3. Prior to the pledge of the Series 2005-SN1 Leases to the COLT Indenture
Trustee under the COLT Indenture, the Series 2005-SN1 Leases constitute "chattel
paper," "payment intangibles," "instruments," "certificated securities" or
"uncertificated securities" within the meaning of the applicable UCC.
4. COLT owns and has good and marketable title to the Series 2005-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 2005-SN1 Secured Noteholders as set forth in the COLT Indenture.
5. GMAC has caused or will have caused, within ten days after the Series
2005-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 2005-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 2005-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 2005-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 2005-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
Sch. B-1 COLT Sale and Contribution Agreement
COLT 2005-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 2005-SN1
Lease Assets or the other Sold Assets.
7. GMAC, as Custodian, has in its possession the original copies of the
Series 2005-SN1 Lease Asset Files and other documents that constitute or
evidence the Series 2005-SN1 Leases. The Series 2005-SN1 Lease Asset Files and
other documents that constitute or evidence the Series 2005-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.
Sch. B-2
