EXHIBIT 3.3
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CENTRAL ORIGINATING LEASE TRUST
COLT 200 - SUPPLEMENT
TO THIRD AMENDED AND RESTATED DECLARATION OF TRUST
Between
CENTRAL ORIGINATING LEASE, LLC
as Residual Certificateholder
and
DEUTSCHE BANK TRUST COMPANY DELAWARE,
as COLT Owner Trustee
Dated as of March 25, 2004
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TABLE OF CONTENTS
PAGE
ARTICLE IX. DEFINITIONS; THIRD-PARTY BENEFICIARIES..................................................... 2
Section 9.1 Definitions....................................................................... 2
Section 9.2 Rights in Respect of Series 200 -................................................. 2
ARTICLE X. CREATION OF SERIES 200 -................................................................... 2
Section 10.1 Creation of the Series 200 - Portfolio and Series 200 -........................... 2
Section 10.2 Issuance and Form of Sold Series Certificate...................................... 3
Section 10.3 Transferability of Series Interests............................................... 3
Section 10.4 Pledge of Series 200 - Portfolio.................................................. 3
ARTICLE XI. MISCELLANEOUS PROVISIONS................................................................... 4
Section 11.1 Amendment, Etc.................................................................... 4
Section 11.2 Governing Law..................................................................... 4
Section 11.3 Notices........................................................................... 4
Section 11.4 Severability of Provisions........................................................ 4
Section 11.5 Effect of COLT Series Supplement on Declaration of Trust and Basic
Documents......................................................................... 5
Section 11.6 Each Series Separate; Assignees of Series......................................... 5
Section 11.7 Nonpetition; Release of Claims.................................................... 6
Section 11.8 Tax Matters....................................................................... 6
Schedule I Schedule of Series 200 - Lease Assets
Exhibit A Form of Series Certificates
-i-
COLT SUPPLEMENT 200 -
TO THIRD AMENDED AND RESTATED DECLARATION OF TRUST
THIS COLT SUPPLEMENT 200 - TO THIRD AMENDED AND RESTATED DECLARATION OF
TRUST (as amended, modified or supplemented from time to time, the "COLT Series
Supplement"), is dated and effective as of March 25, 2004 between CENTRAL
ORIGINATING LEASE, LLC, a Delaware limited liability company (the "COLT, LLC"),
as the holder of the residual interest in the Trust (in such capacity, the
"Residual Certificateholder") and DEUTSCHE BANK TRUST COMPANY DELAWARE, as COLT
Owner Trustee (in such capacity, together with any successor or permitted
assign, the "COLT Owner Trustee").
RECITALS
A. The Trust was created pursuant to a Declaration of Trust, dated as
of March 15, 1996, as amended and restated by the Second Declaration of Trust,
dated as of March 17, 2003, as amended and restated by the Third Amended and
Restated Declaration of Trust, dated as of March 25, 2004 (the "Declaration of
Trust"), by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee and
acknowledged, accepted and agreed to by COLT, LLC, as Residual
Certificateholder, and General Motors Acceptance Corporation ("GMAC") for the
purposes of acquiring, accepting, managing, administering and holding the Lease
Assets, issuing and selling from time to time evidences of indebtedness, and
engaging in such other activities as may be required, subject to compliance with
the Basic Documents, in accordance with the Declaration of Trust.
B. The Trust, GMAC, as Servicer (in such capacity, the "Servicer") and
, as COLT Indenture Trustee (the "COLT Indenture Trustee"), also have entered
into that certain COLT Servicing Agreement, dated as of__ , 200__ (as amended
from time to time, the "COLT Servicing Agreement"), which provides, among other
things, for the servicing of the Series 200 - Lease Assets by the Servicer.
C. The Declaration of Trust contemplates that, from time to time the
COLT Owner Trustee, on behalf of the Trust and at the direction of the Residual
Certificateholder, will identify and allocate on the Trust's books and records
certain Trust Assets to separate Series Portfolios (as defined in the
Declaration of Trust) and create and issue Certificates to or upon written order
of the Residual Certificateholder representing separate series of equity
beneficial interests in the Trust (each, a "Series Certificate" and together,
the "Series Certificates"), the beneficiary or beneficiaries of which will hold
an exclusive equity beneficial ownership interest in the related Series
Portfolios, all as set forth in the Declaration of Trust.
D. The parties hereto desire to supplement the terms of the Declaration
of Trust to: (i) cause the COLT Owner Trustee to identify and allocate, for all
purposes of the Trust, certain Lease Assets to the Series 200 - Portfolio, which
shall consist of the Series 200 - Lease Assets; (ii) create and issue the COLT
200 - Certificate that will evidence and represent the entire and exclusive
equity beneficial ownership interest in Series 200 - and the interests in the
Series 200 - Portfolio represented thereby; (iii) provide for the Trust's
continued holding of record title to the Series 200 - Portfolio (excluding the
related Vehicles contained therein, which will continue to be titled in the name
of VAULT) as agent and nominee for (and for the
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benefit of) the holder of the COLT 200_ -_ Certificate and the other Series
200_ -_ Further Holders; and (iv) set forth the terms and conditions thereof.
E. Concurrently herewith, pursuant to the COLT Indenture, the Trust is
issuing the COLT 200_ -_ Secured Notes.
ARTICLE IX.
DEFINITIONS; THIRD-PARTY BENEFICIARIES
Section 9.1 Definitions.
For all purposes of this COLT Series Supplement, (a) unless otherwise
defined herein, all capitalized terms used herein which are not defined herein
and which are defined in Exhibit I to the Declaration of Trust shall have the
meanings attributed to them in Exhibit I to the Declaration of Trust, (b) all
capitalized terms used herein which are not defined herein or in Exhibit I to
the Declaration of Trust and which are defined in Part I of Exhibit A to the
COLT Servicing Agreement shall have the meanings attributed to them by Part I of
Exhibit A to the COLT Servicing Agreement, and (c) the rules of construction set
forth in Part II of Exhibit A to the COLT Servicing Agreement shall be
applicable to this COLT Series Supplement.
Section 9.2 Rights in Respect of Series 200_ -_ .
The holder and pledgees of the COLT 200_ -_ Secured Notes and the COLT
200_ -_ Certificate and their respective successors and permitted assigns are
third-party beneficiaries of the Declaration of Trust and this COLT Series
Supplement, insofar as they apply to Series 200_ -_ and such holders or
pledgees.
ARTICLE X.
CREATION OF SERIES 200 -
Section 10.1 Creation of the Series 200_ -_ Portfolio and Series 200_ -_ .
(a) Pursuant to Section 3.2 of the Declaration of Trust, the Residual
Certificateholder hereby directs the COLT Owner Trustee to identify and allocate
or cause to be identified and allocated for all purposes of the Trust on the
books and records of the Trust a separate portfolio of Lease Assets to be
accounted for and held in trust independently from all other assets within the
Owner Trust Estate consisting of the Series 200_ -_ Lease Assets, which shall
include the Lease Assets identified on Schedule I hereto and all other Trust
Assets to the extent related thereto, including the Sold Assets (the "Series 200
- Portfolio"). Based upon their identification and allocation by the Residual
Certificateholder pursuant to such Schedule I, the COLT Owner Trustee hereby
identifies and allocates as Series 200_ -_ Lease Assets such portfolio of Trust
Assets to be held by the Trust, as agent and nominee of the holder of the COLT
200 - Certificate, each such Series 200_ -_ Lease Asset to be identified for all
purposes on the books and accounts of the Trust as belonging exclusively to the
Series 200_ -_ Portfolio.
(b) Pursuant to Section 3.2 of the Declaration of Trust, the COLT Owner
Trustee hereby creates a Series, which shall be known as "Series 200_ -_ " and
which shall represent an
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exclusive and specific divided equity beneficial ownership interest solely in
the Series 200_ -_ Portfolio and those proceeds or assets derived from or earned
by such Series 200_ -_ Portfolio.
(c) The COLT Owner Trustee is hereby authorized to execute and deliver
the COLT 200_ -_ Basic Documents to which the Trust is a party.
(d) From time to time after the date hereof, Series 200_ -_ Lease Assets
may be removed from Series 200_ -_ in accordance with the COLT Indenture and the
COLT Servicing Agreement. As of any date of determination, the Series 200_ -_
Portfolio shall include the Lease Assets listed on the Series 200 - Lease Asset
Schedule maintained by the Servicer pursuant to Section 2.20 of the COLT
Servicing Agreement.
Section 10.2 Issuance and Form of Sold Series Certificate.
(a) Series 200_ -_ shall be represented by a COLT 200 - Certificate
which shall represent an exclusive divided equity beneficial ownership interest
in Series 200_ -_ and the Series 200_ -_ Portfolio, as further set forth herein.
The COLT 200_ -_ Certificate shall be substantially in the form of Exhibit A,
with such appropriate insertions, omissions, substitutions and other variations
as are required by this COLT Series Supplement and may have such letters,
numbers or other marks of identification and such legends and endorsements
placed thereon as may, consistently herewith and with the Declaration of Trust,
be directed by the Residual Certificateholder. Any portion of the COLT 200 -
Certificate may be set forth on the reverse thereof. The COLT 200 - Certificate
shall be printed, lithographed, typewritten, mimeographed, photocopied or
otherwise produced or may be produced in any other manner as may, consistently
herewith and with the Declaration of Trust, be determined by the Residual
Certificateholder.
(b) As required by Section 3.2(b) of the Declaration of Trust, the COLT
200 - Certificate shall contain an express written release and subordination of
any claim by any holder thereof to any proceeds or assets of the COLT Owner
Trustee and to the assets comprising the Owner Trust Estate other than those
from time to time included within the Series 200 - Portfolio and those proceeds
or assets derived from or earned by such Series 200 - Portfolio.
Section 10.3 Transferability of Series Interests. Interests in Series 200
- and the COLT 200 - Certificate shall be freely transferable, subject to the
restrictions set forth in Section 3.2(e) of the Declaration of Trust, applicable
law and any contractual provisions limiting such transferability to which the
holder of Series 200 - and the COLT 200 - Certificate shall have otherwise
agreed. Notwithstanding the foregoing, no transfer of the COLT 200 - Certificate
or Series 200 - represented thereby shall be effective unless and until the COLT
200 - Certificate shall be delivered to the COLT Owner Trustee for registration
of transfer together with an assignment attached thereto executed by the
registered holder thereof.
Section 10.4 Pledge of Series 200_ -_ Portfolio. The parties hereto
acknowledge and agree that the Trust, pursuant to the COLT Indenture, will
pledge those Trust Assets comprising the Series 200 - Portfolio to the COLT
Indenture Trustee to secure the Trust's obligations under the COLT 200 - Secured
Notes.
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ARTICLE XI.
MISCELLANEOUS PROVISIONS
Section 11.1 Amendment, Etc.
(a) Notwithstanding Section 8.4 of the Declaration of Trust, the
Declaration of Trust, as supplemented by this COLT Series Supplement, to the
extent that it deals solely with Series 200_ -_ and the Series 200_ -_
Portfolio, may be amended in accordance with this Section 11.1.
(b) The Declaration of Trust (but not this Series 200_ -_ Supplement),
may be amended by the parties hereto, without the consent of any other Person,
(i) to cure any ambiguity or defect, (ii) to correct or supplement any provision
in the Declaration of Trust that may be defective or inconsistent with any other
provision of the Declaration of Trust or this COLT Series Supplement or (iii) to
add, change or eliminate any other provision of the Declaration of Trust;
provided, however, that such action shall not adversely affect in any material
respect the interests of any COLT 200_ -_ Secured Noteholder; and provided,
further, that an Opinion of Counsel shall be furnished to the COLT Owner Trustee
or its designated agent to the effect that (i) such amendment is authorized or
permitted by this Section 11.1(b), (ii) all conditions precedent, if any, to the
execution and delivery of such amendment have been satisfied in all material
respects and (iii) the execution and delivery of such amendment will not (A)
materially adversely affect the federal or any applicable state income or
franchise taxation of any outstanding Secured Notes, Certificates or of the
Trust and (B) cause the Trust to be taxable as a corporation for federal or any
applicable state income or franchise tax purposes.
(c) With prior notice to each Rating Agency, the Declaration of Trust
may be amended from time to time for any reason not specified in Section 11.1(b)
or Section 8.4 of the Declaration of Trust, by the parties thereto, and this
Series 200 - Supplement may be amended in any respect from time to time, by the
parties hereto, in each case with the consent of the COLT 200 - Secured
Noteholders and the COLT Owner Trustee (if materially adversely affected
thereby).
Section 11.2 Governing Law.
THIS COLT SERIES SUPPLEMENT SHALL BE CREATED UNDER AND GOVERNED BY AND
CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO
ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.
Section 11.3 Notices.
All demands, notices and communications under this COLT Series Supplement
or the Declaration of Trust shall be in writing and shall be delivered as
specified in Part III of Exhibit A to the COLT Servicing Agreement.
Section 11.4 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this COLT Series Supplement shall be for any reason whatsoever held invalid,
then such covenants, agreements,
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provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this COLT Series Supplement and shall in no
way affect the validity or enforceability of the other provisions of this COLT
Series Supplement or of the COLT 200 - Certificate or the rights of the holder
thereof. To the extent permitted by law, the parties hereto waive any provision
of law that renders any provision of this COLT Series Supplement invalid or
unenforceable in any respect.
Section 11.5 Effect of COLT Series Supplement on Declaration of Trust and
Basic Documents.
(a) Except as otherwise specifically provided herein: (i) the parties
shall continue to be bound by all provisions of the Declaration of Trust; and
(ii) the provisions set forth herein shall operate either as additions to or
modifications of the obligations of the parties under the Declaration of Trust,
as the context may require. In the event of any conflict between the provisions
of this COLT Series Supplement and the Declaration of Trust with respect to
Series 200_ -_ the provisions of this COLT Series Supplement shall prevail.
(b) For purposes of determining the parties' obligations under this COLT
Series Supplement with respect to Series 200_ -_ , general references in the
Declaration of Trust to: (i) the Series Portfolio shall be deemed to refer more
specifically to the Series 200_ -_ Portfolio and (ii) the COLT Series Supplement
shall be deemed to refer more specifically to this COLT Series Supplement.
Section 11.6 Each Series Separate; Assignees of Series.
It is intended by the parties hereto that Series 200_ -_ is a separate
series of the Trust as provided in Section 3806(b)(2) of the Statutory Trust
Statute. The debts, liabilities, obligations and expenses incurred, contracted
for or otherwise existing with respect to Series 200_ -_ or the Series 200_ -_
Lease Assets shall be enforceable against the Series 200_ -_ Portfolio only, and
not against any other Trust Assets or the Residual Trust Assets. Except to the
extent required by law or specified in the Declaration of Trust or this COLT
Series Supplement, the Series 200_ -_ Lease Assets are not subject to claims,
liabilities, expenses or obligations arising from or with respect to the Trust,
the COLT Owner Trustee, the Residual Interest or any other Series in respect of
such claim. No creditor or holder of a claim relating to assets allocated to
Series 200_ -_ shall be entitled to maintain any action against or recover any
assets allocated to the Residual Interest or any other Series. Notice of this
limitation on interseries liabilities shall be set forth in the certificate of
trust of the Trust (whether originally or by amendment) as filed or to be filed
in the Office of the Secretary of State of the State of Delaware pursuant to the
Statutory Trust Statute, and upon the giving of such notice in the certificate
of trust, the statutory provisions of Section 3804 of the Statutory Trust
Statute relating to limitations on interseries liabilities (and the statutory
effect under Section 3804 of setting forth such notice in the certificate of
trust) shall become applicable to the Trust and each Series and the Residual
Interest. Any purchaser, assignee or pledgee of an interest in Series 200_ -_ or
the COLT 200_ -_ Certificate must, prior to or contemporaneously with the grant
of any such assignment, pledge or security interest, (i) give to the Trust a no
petition covenant substantially similar to that set forth in Section 8.8 of the
Declaration of Trust, and (ii) execute an agreement for the benefit of each
holder, assignee or pledgee from time to time of the Residual Interest or
Residual Certificate and any other Series or
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Series Certificate, to release all claims to the assets of the Trust allocated
to the Residual Interest and each other Series Portfolio and in the event that
such release is not given effect, to fully subordinate all claims it may be
deemed to have against the assets of the Trust allocated to the Residual
Interest and each other Series Portfolio. In the event of a sale or assignment
of a Series, such purchaser or assignee shall be a beneficiary of the Trust in
the manner and to the extent set forth in the Series Certificate so acquired and
in the applicable COLT Series Supplement.
Section 11.7 Nonpetition; Release of Claims.
Notwithstanding any other provision of the Declaration of Trust, this COLT
Series Supplement, any other Basic Document or any other COLT 200_ -_ Basic
Document and notwithstanding any prior termination of the Declaration of Trust
or this COLT Series Supplement, each Certificateholder and the COLT Owner
Trustee shall not, prior to the date which is one year and one day after the
termination of the Declaration of Trust with respect to the Trust, acquiesce,
petition or otherwise invoke or cause the Trust to invoke the process of any
Governmental Authority for the purpose of commencing or sustaining a case
against the Trust under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Trust.
Section 11.8 Tax Matters.
Each of the Residual Certificateholder and the COLT Owner Trustee agree
that for federal and state income tax purposes it shall not treat this COLT
Series Supplement as creating or constituting a trust, partnership, association
taxable as a corporation or any other type of separate entity (and will report
for such purposes in a consistent manner therewith). Instead, it is the
intention of the parties hereto that, solely for purposes of federal income
taxes, state and local income and franchise taxes, Michigan single business tax
and any other taxes imposed upon, measured by or based upon gross or net income,
the Trust shall be treated (i) when the Certificates are legally or beneficially
owned by two or more Persons, as a partnership and (ii) when the Certificates
are legally or beneficially owned by one Person, as a disregarded entity for
purposes of Treasury Regulation 301.7701-3, and in each case, that the
provisions of this COLT Series Supplement shall be construed in accordance with
such intent. Each such party further agrees that the Trust is acting as holder
of record title to the 200_ -_ Series Portfolio, other than the Vehicles
contained therein, solely for the benefit of, and as agent and nominee of, the
holder of the COLT 200 - Certificate, and shall not hold itself out or act in a
manner inconsistent with it acting merely as agent and nominee.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this COLT Series
Supplement to be duly executed by their respective officers as of the day and
year first above written.
CENTRAL ORIGINATING LEASE, LLC
as Residual Certificateholder
By:_______________________________________
Name:
Title:
DEUTSCHE BANK TRUST COMPANY
DELAWARE, as COLT Owner Trustee
By:_______________________________________
Name:
Title:
COLT 200_-_Supplement to Declaration
S-1
SCHEDULE I
(attached hereto)
Exhibit A-1
EXHIBIT A
FORM OF COLT 200 - CERTIFICATE
CENTRAL ORIGINATING LEASE TRUST
COLT 200 - CERTIFICATE
____, 200 __
Evidencing a divided interest in all Series 200 - Lease Assets (as defined
below).
(This Certificate does not represent an interest in or obligation of
General Motors Acceptance Corporation, Central Originating Lease, LLC or any of
their Affiliates, except to the extent described below).
Number Series 200_ -_
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND THE VARIOUS STATE SECURITIES LAWS. NO TRANSFER OF
THIS CERTIFICATE SHALL BE MADE UNLESS SUCH TRANSFER IS MADE IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE
SECURITIES LAWS AND IS OTHERWISE IN COMPLIANCE WITH THE RESTRICTIONS SET FORTH
IN THE COLT SERIES SUPPLEMENT.
THIS CERTIFICATE (OR AN INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR FOR THE
ACCOUNT OF (i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A PLAN
DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, OR (iii) ANY ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY. BY ACCEPTING AND HOLDING THIS CERTIFICATE, THE HOLDER HEREOF AND ANY
RELATED CERTIFICATE OWNER SHALL EACH BE DEEMED TO HAVE REPRESENTED AND WARRANTED
THAT IT IS NOT A BENEFIT PLAN AND, IF REQUESTED TO DO SO BY COLT, SUCH PERSON
SHALL EXECUTE AND DELIVER TO THE COLT OWNER TRUSTEE AN UNDERTAKING LETTER TO
SUCH EFFECT IN THE FORM SPECIFIED IN THE DECLARATION OF TRUST.
THIS CERTIFIES THAT _______________, a _____________, is the registered
owner of a nonassessable, fully-paid, undivided equity beneficial interest in
the Series 200 - Lease Assets of Central Originating Lease Trust, a Delaware
statutory trust ("COLT" or the "Trust") of which Central Originating Lease, LLC,
a Delaware limited liability company, is the residual certificateholder ("COLT,
LLC" or, in its capacity as residual certificateholder thereunder, and, together
with any successor or assign in such capacity, the "Residual
Certificateholder"), and Deutsche Bank Trust Company Delaware, as COLT Owner
Trustee (in such capacity, together with any successor or permitted assign, the
"COLT Owner Trustee"). The Trust exists pursuant
Exhibit A-1
to the Third Amended and Restated Declaration of Trust, dated as of March 25,
2004 (the "Declaration of Trust"), by the COLT Owner Trustee and acknowledged,
accepted and agreed to by COLT, LLC, as Residual Certificateholder, and General
Motors Acceptance Corporation, as supplemented for purposes hereof by that
certain Series 200_ -_ Supplement to Third Amended and Restated Declaration of
Trust dated as of , 200 (the "Series 200_ -_ Supplement to the Declaration"),
between , as Residual Certificateholder, and the COLT Owner Trustee. A summary
of certain of the pertinent portions of the Declaration of Trust is set forth
below. To the extent not otherwise defined herein, capitalized terms used herein
have the meanings set forth in Part I of Exhibit I to the Declaration of Trust.
This Certificate is the duly authorized certificate issued under the
Declaration of Trust and the Series 200_ -_ Supplement, and is designated as
"Central Originating Lease Trust 200 - Certificate" (the "COLT 200_ -_
Certificate"). This COLT 200_ -_ Certificate is issued under and is subject to
the terms, provisions and conditions of the Declaration of Trust (including the
Series 200_ -_ Supplement), to which Declaration of Trust the holder of this
COLT 200_ -_ Certificate by virtue of the acceptance hereof assents and by which
such holder is bound. There has also been issued a Residual Certificate (the
"Residual Certificate"), and there may also be issued under the Declaration of
Trust various other series of Certificates representing Series of equity
beneficial interests (the "Series Certificates" and, together with this COLT
200_ -_ Certificate and the Residual Certificate, the "Certificates"). The
Residual Certificate evidences an exclusive, divided interest in the Trust
Assets other than Trust Assets allocated to a particular Series (each as defined
in the Declaration of Trust); each other series of Series Certificates, taken
together, will evidence an exclusive divided interest in a separate Series
Portfolio (as defined below) other than the Series 200_ -_ Portfolio.
The Declaration of Trust provides that, from time to time, certain of the
Trust Assets will be identified and allocated on the records of the Trust into
one or more separate portfolios of Trust Assets (each such portfolio, a "Series
Portfolio"). The equity beneficial interest in each such Series Portfolio will
constitute a separate series of equity beneficial interest" (a "Series") in the
Trust. Pursuant to the COLT Series 200_ -_ Supplement, various Trust Assets (the
"Series 200_ -_ Lease Assets") were identified and allocated on the records of
the Trust into a separate Series Portfolio (the "Series 200_ -_ Portfolio"), and
the equity beneficial interest in the Series 200_ -_ Portfolio was designated as
a separate Series known as the "Series 200_ -_ ". The rights of the holder of
this Certificate to the proceeds of the Series 200_ -_ Lease Assets are and will
be further set forth in the Declaration of Trust and the COLT Series 200_ -_
Supplement.
This Certificate does not represent an obligation of, or an interest in
General Motors Acceptance Corporation, COLT LLC or the COLT Owner Trustee, or
any of their respective Affiliates (other than the Trust). This Certificate is
limited in right of payment to certain collections and recoveries respecting the
Series 200_ -_ Lease Assets allocated to the Series 200_ -_ Portfolio, all to
the extent and as more specifically set forth in the Declaration of Trust. A
copy of the Declaration of Trust may be examined during normal business hours at
the Corporate Trust Office of the COLT Owner Trustee, and at such other places,
if any, designated by the COLT Owner Trustee, by the holder hereof upon request.
By accepting this Certificate, the holder hereof releases (or fully
subordinates, but only to the extent such release is not given effect) any claim
in respect of this Certificate to any proceeds
Exhibit A-2
or assets of the Trust other than those from time to time included within the
Series 200_ -_ Portfolio as Series 200_ -_ Lease Assets and those proceeds or
assets derived from or earned by such Series 200_ -_ Lease Assets.
The Series 200_ -_ Supplement permits, with certain exceptions provided
therein, the amendment of the Declaration of Trust, and the modification of the
rights and obligations of the parties thereto with respect to the Series 200_ -_
Lease Assets, the Series 200_ -_ Portfolio and Series 200_ -_ and the rights of
the holder of the COLT 200_ -_ Certificate at any time by the holder of the COLT
200_ -_ Certificate, the Residual Certificateholder and the COLT Owner Trustee.
If approval of any holder of this Certificate is required, any such consent
shall be conclusive and binding on such holder and on all future holders hereof
and of any Certificate issued upon the permitted transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon
this Certificate.
The holder of this Certificate (and each pledgee of this Certificate, by
virtue of its acceptance of such pledge) covenants and agrees that, prior to the
date which is one year and one day after the date upon which all obligations
under each Securitization have been paid in full, it will not institute against,
or join any other Person in instituting against, the Trust, any other Special
Purpose Entity, or any general partner of any Special Purpose Entity that is a
partnership, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law.
No bankruptcy, reorganization arrangement, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy,
insolvency or similar law shall be instituted by the Trust without the consent
of the COLT Owner Trustee. The COLT Owner Trustee shall not so consent unless
directed to do so by all of the Certificateholders.
Prior to due presentation of this Certificate for registration of a
permitted transfer, the COLT Owner Trustee, the certificate registrar and any of
their respective agents may treat the person or entity in whose name this
Certificate is registered as the owner hereof for the purpose of receiving
distributions and for all other purposes, and, except as provided for in the
Declaration of Trust, neither the COLT Owner Trustee, the certificate registrar
nor any such agent shall be affected by any notice to the contrary.
Unless this Certificate shall have been executed and authenticated by the
COLT Owner Trustee or Deutsche Bank Trust Company Americas, as the COLT Owner
Trustee's authenticating agent, by manual signature, this Certificate shall not
entitle the holder hereof to any benefit under the Declaration of Trust or be
valid for any purpose.
No interest in Series 200_ -_ , this Certificate or the Series 200_ -_
Portfolio shall be transferred, assigned, sold or conveyed if, as the result of
such transfer, assignment, sale or conveyance, the Trust would become a publicly
traded partnership.
[Remainder of page intentionally left blank.]
Exhibit A-3
IN WITNESS WHEREOF, the COLT Owner Trustee on behalf of the Trust and not
in its individual capacity has caused this COLT 200 - Certificate to be duly
executed and authenticated as of the date 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:____________________________________
Authorized Officer
Exhibit A-4
OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series Certificates referred to in the Declaration of Trust
and in the COLT Series 200 - Supplement.
Dated as of __________, 200
DEUTSCHE BANK TRUST COMPANY
DELAWARE, as COLT Owner Trustee
By: DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Authenticating Agent
By:___________________________________
Authorized Signatory
Exhibit A-5
