<PAGE>
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
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TABLE OF CONTENTS
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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)
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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
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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
2005-SN1 Basic Documents):
(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,
Rowe & Maw LLP, 190 South LaSalle
Street, Chicago, Illinois 60603, 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 Magnuson-Moss Warranty Act, the Federal
Reserve Board's Regulations "B," "M"
and "Z," the Servicemembers Civil Relief
Act, the Texas Consumer Credit Code,
and state adaptations of the National
Consumer Act, the federal Consumer Leasing
Act of 1976 and of the Uniform Consumer
Credit Code and other consumer credit
and consumer leasing laws and equal credit
opportunity and disclosure laws, in
respect of the Series 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 custo
