S-3/A

As filed with the Securities and Exchange Commission on September 28, 2010

Registration Nos. 333-166889     

333-166889-01

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Capital Auto Receivables LLC

(Depositor of the Issuing Entities Described Herein and Transferor of the Secured Notes to the Issuing Entities)

Central Originating Lease Trust

(Issuer with respect to the Secured Notes)

(Exact name of Registrant as Specified in their Charters)

Delaware	6189	Capital Auto Receivables LLC 38-3082892 Central Originating Lease Trust 26-0150886
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
Capital Auto Receivables LLC Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 (313-656-5500) (Address, including zip code, and telephone number, including area code, of principal executive offices of Registrant)	Central Originating Lease Trust c/o Central Originating Lease, LLC 200 Renaissance Center Detroit, Michigan 48265 (313-665-5500) (Address, including zip code, and telephone number, including area code, of principal executive offices of Registrant)	Christopher A. Halmy Capital Auto Receivables LLC 200 Renaissance Center Detroit, Michigan 48265 (313-665-5500) (Name, address, including zip code, and telephone number including area code, of agent for service with respect to the Registrants)

With A Copy To:

Elizabeth A. Raymond, Esq. Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606 (312) 701-7322 Richard V. Kent, Esq. General Counsel Capital Auto Receivables LLC 200 Renaissance Center Detroit, Michigan 48265 (313) 656-6137 Kenneth P. Morrison, Esq. Kirkland & Ellis LLP 300 North LaSalle Street Chicago, Illinois 60654 (312) 862-2347

Approximate Date of Commencement of Proposed Sale to the Public: from time to time after the effective date of this Registration Statement as determined in light of market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Asset Backed Securities	$0(2)	100%	$0	$0
Secured Notes(3)	(4)	(4)	(4)	(4)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) The Registrants previously filed a Registration Statement on Form S-3 (Registration Nos. 333-142950 and 333-142950-01) (as amended, the “Prior Registration Statement”) with the Securities and Exchange Commission, which became effective on May 18, 2007. Pursuant to the Prior Registration Statement, there are $23,108,743,000 of unsold amount of Asset Backed Securities thereunder as of the date of this Registration Statement (the “Unsold Securities”). A filing fee of $709,438.41 was paid in connection with the Unsold Securities. Pursuant to Rule 415(a)(6) of the Securities and Exchange Commission’s Rules and Regulations under the Securities Act of 1933, as amended, the Unsold Securities under the Prior Registration Statement are included in this Registration Statement.

(3) Each series of secured notes issued by Central Originating Lease Trust to Ally Financial Inc. will be secured by lease assets of Central Originating Lease Trust purchased from Ally Financial Inc. The secured notes are not being offered to investors hereunder. Ally Financial Inc. will transfer the secured notes to Capital Auto Receivables LLC, which in turn will deposit them into one of the Capital Auto Receivables Asset Trusts, the issuer of the Asset Backed Notes.

(4) Not applicable.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus supplement and the attached prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement and the attached prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Prospectus Supplement to Prospectus dated                     , 20        

Capital Auto Receivables Asset Trust 20        -SN

Issuing Entity

$             Asset Backed Notes, Class A

$             Asset Backed Notes, Class B

$             Asset Backed Notes, Class C

Capital Auto Receivables LLC

Depositor

Ally Financial Inc.

Sponsor and Servicer/Trust Administrator

You should consider carefully the risk factors beginning on page [S-11] in this prospectus supplement and on page [1] in the prospectus.

The notes represent obligations of the issuing entity only. The notes do not represent obligations of or interests in, and are not guaranteed by, Capital Auto Receivables LLC, Ally Financial Inc., Central Originating Lease Trust, or any of their affiliates.

This prospectus supplement may be used to offer and sell the offered notes only if accompanied by the prospectus.

Capital Auto Receivables Asset Trust 20        -SN (the “issuing entity”) is offering the following classes of notes by this prospectus supplement and the accompanying prospectus:

Class A Notes

Class B Notes

Class C Notes

A-2a Notes

A-2b Notes

A-3a Notes

A-3b Notes

A-4 Notes

B-1 Notes

B-2 Notes

Principal Amount

$

$

$

$

$

$

$

$

Interest Rate

%

One- Month LIBOR plus [applicable spread]%

%

One- Month LIBOR plus [applicable spread]%

One- Month LIBOR plus [applicable spread]%

%

One- Month LIBOR plus [applicable spread]%

One- Month LIBOR plus [applicable spread]%

Final Scheduled Distribution Date

Price to Public

%

%

%

%

%

%

%

%

Underwriting Discount

%

%

%

%

%

%

%

%

Proceeds to Depositor

%

%

%

%

%

%

%

%

The aggregate principal amount of the securities being offered under this prospectus supplement is $            .

The issuing entity will pay interest and [, during the amortization period,] principal on the notes on the 15th day of each calendar month, or if that day is not a business day, the next business day, beginning on                     , 20        .

The issuing entity is also issuing Class A-1 Notes, Class A-2c Notes and Class A-3c Notes in the principal amounts of $            , $             and $            , respectively, but these notes are not being offered under this prospectus supplement.

Credit Enhancement and Liquidity

• The Class B Notes are subordinated to the Class A Notes.

• The Class C Notes are subordinated to the Class A Notes and the Class B Notes.

• Overcollateralization in an initial amount of $            , representing the excess of the aggregate ABS Value of the Lease Assets over the aggregate principal amount of all notes issued by the issuing entity.

• A cash reserve account with an initial deposit of $            .

[Revolving Period

The issuing entity will not pay principal during the revolving period, which is scheduled to terminate on                     , 20        . However, if the revolving period terminates early as a result of an early amortization event, principal payments may commence prior to that date.]

The primary assets of the issuing entity will consist of a series of non-recourse secured notes. The secured notes have a security interest in a pool of new [and used] automobile and light duty truck leases and the related leased vehicles of General Motors [and other manufacturers].

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Underwriters for the Class A Notes:

Underwriters for the Class B Notes and the Class C Notes:

The date of this prospectus supplement is                     , 20        

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

We provide information to you about the notes in two separate documents:

(a) the prospectus, which provides general information and terms of the notes, some of which may not apply to a particular series of notes, including your series.

(b) this prospectus supplement, which provides information regarding the secured notes held by the issuing entity and the leases and leased vehicles securing the secured notes, and specifies the terms of your series of notes.

You should rely only on the information provided in the accompanying prospectus and this prospectus supplement, including the information incorporated by reference. [We have not authorized anyone to provide you with other or different information.] We are not offering the notes in any state where their offer is not permitted.

You can find definitions of the capitalized terms used in this prospectus supplement in the “Glossary of Terms to Prospectus Supplement,” which appears at the end of this prospectus supplement and in the “Glossary of Terms to Prospectus,” which appears at the end of the accompanying prospectus.

i

TABLE OF CONTENTS

Prospectus Supplement

SUMMARY OF TRANSACTION PARTIES	S-1
OVERVIEW	S-2
SUMMARY	S-3
RECENT DEVELOPMENTS	S-10
RISK FACTORS	S-11
AFFILIATIONS AND RELATIONSHIPS AMONG TRANSACTION PARTIES	S-19
THE TRUST	S-19
Capitalization of the Issuing Entity	S-20
The CARAT Owner Trustee and the COLT Owner Trustee	S-20
THE SPONSOR	S-21
THE LEASE ASSETS AND THE SECURED NOTES	S-21
Criteria Applicable to the Selection of [Initial] Lease Assets	S-21
Characteristics of [Initial] Lease Assets	S-22
[Criteria Applicable to the Selection of Additional Lease Assets During the Revolving Period	S-26
Terms of the Secured Notes	S-26
ALLY FINANCIAL MOTOR VEHICLE LEASING	S-27
Delinquency, Repossession and Credit and Residual Loss Data on Ally Financial Lease Assets	S-27
RESIDUAL VALUES	S-31
Determination of Residual Value	S-31
Pull Ahead Programs	S-31
Pull Ahead Experience	S-32
STATIC POOL DATA	S-33
WEIGHTED AVERAGE LIFE OF THE OFFERED NOTES	S-33
Percentage of Initial Note Principal Balance Outstanding at Various ABS Percentages	S-35
THE NOTES	S-43
LIBOR	S-43
Payments of Interest	S-43
Payments of Principal	S-44
Servicer Purchase Option	S-45
Delivery of Notes	S-45
Controlling Class	S-45
THE TRANSFER AND SERVICING AGREEMENTS	S-46
Servicing and Administration Compensation and Payment of Expenses	S-46
[The Revolving Period	S-47
Distributions on the Secured Notes	S-52
Credit Enhancement	S-54
Distributions on the Notes	S-55
Investment of Funds	S-58
Interest Rate Swaps	S-59
Distribution of Assets Following Payment in Full of the Securities	S-61
[THE INSURANCE POLICY AND THE NOTE INSURER]	S-61
CERTAIN FEES AND EXPENSES	S-62
Basic Servicing Fee Rate	S-62
The Basic Servicing Fee Rate will be [1.00]% per annum.	S-62
[Additional Servicing Fee Rate]	S-62
The Additional Servicing Fee Rate will be [1.00]% per annum.	S-62
Administration Fee Rate	S-62
The Administration Fee Rate will be [0.01]% per annum.	S-62

ii

ERISA CONSIDERATIONS	S-62
Notes	S-62
LEGAL PROCEEDINGS	S-64
FEDERAL INCOME TAX CONSEQUENCES	S-64
STATE AND LOCAL TAX CONSEQUENCES	S-64
UNDERWRITING	S-65
Aggregate Principal Amount to be Purchased	S-65
LEGAL OPINIONS	S-66
REPORTS AND ADDITIONAL INFORMATION	S-66
GLOSSARY OF TERMS TO PROSPECTUS SUPPLEMENT	S-67

iii

Prospectus

RISK FACTORS	1
THE TRUSTS	6
Formation of the Issuing Entities	6
Issuing Entity Assets	6
THE CARAT OWNER TRUSTEE	7
THE COLT OWNER TRUSTEE	8
THE CARAT INDENTURE TRUSTEE	8
THE SPONSOR	10
THE DEPOSITOR	11
THE SERVICER	12
VEHICLE ASSET UNIVERSAL LEASING TRUST	13
CENTRAL ORIGINATING LEASE TRUST	14
DESCRIPTION OF AUTO LEASE BUSINESS OF ALLY FINANCIAL	15
Underwriting of Motor Vehicle Leases	15
Determination of Residual Value	17
Terms of Motor Vehicle Leases	17
Insurance Required to be Maintained by Lessees	18
Vehicle Maintenance; Excess Wear and Excess Mileage	18
Servicing Procedures	19
Waivers, Modifications and Extensions	20
Collection and Repossession Procedures	20
Vehicle Disposition Process	21
Pull Ahead Programs	21
THE LEASE ASSETS	22
General	22
Representations, Warranties and Covenants	22
THE SECURED NOTES	25
Terms of the Secured Notes under the COLT Indenture	25
The COLT Indenture	26
The COLT Indenture Trustee	31
Delinquencies, Repossessions and Charge Offs	32
Ally Financial’s Responsibilities as Servicer and Trust Administrator	32
WEIGHTED AVERAGE LIFE OF THE SECURITIES	33
POOL FACTORS AND TRADING INFORMATION	34
USE OF PROCEEDS	35
THE NOTES	35
Principal and Interest on the Notes	35
Derivative Agreements	36
The CARAT Indenture	37
THE CERTIFICATES	43
Distributions of Interest and Certificate Balance	43
BOOK-ENTRY REGISTRATION; REPORTS TO SECURITYHOLDERS	44
Book-Entry Registration	44
Definitive Securities	45
Reports to Securityholders	46
THE TRANSFER AND SERVICING AGREEMENTS	48
Sale and Assignment of Lease Assets and Secured Notes	48
Additional Sales of Lease Assets	52
Accounts	52
Servicing and Administration Compensation and Payment of Expenses	55

iv

Servicing and Administration Procedures	56
Collections	57
Advances by the Servicer	58
Distributions	58
Credit Enhancement	59
Net Deposits	60
Statements to Trustees and Issuing Entity	61
Evidence as to Compliance	61
Changes to Servicer; Servicer Indemnification and Proceedings	62
Servicer Default	63
Rights Upon Servicer Default	64
Waiver of Past Defaults of Servicer	64
Changes to Trust Administrator; Trust Administrator Indemnification and Proceedings	64
Trust Administrator Default	65
Rights Upon Trust Administrator Default	66
Waiver of Past Defaults of Trust Administrator	66
Amendment	66
Insolvency Events	67
Certificateholder Liability; Indemnification	68
Termination	69
LEGAL ASPECTS OF THE SECURED NOTES AND THE LEASE ASSETS	70
Security Interest in the Secured Notes and the Leases and Leased Vehicles	70
Repossession of Leased Vehicles	72
Deficiency Judgments and Excess Proceeds	72
Consumer Protection Laws	72
Other Limitations	74
BANKRUPTCY ASPECTS OF THE SECURED NOTES	75
Bankruptcy of the Issuing Entity	75
Payments on the Notes and Certificates	76
FEDERAL INCOME TAX CONSEQUENCES	78
Qualifications on Opinion of Tax Counsel	78
COLT	79
The Notes	79
Trust Certificates	83
Partnership Certificates	86
Tax Non-Entity Certificates	90
Tax Shelter Disclosure and Investor List Requirements	90
STATE AND LOCAL TAX CONSEQUENCES	91
ERISA CONSIDERATIONS	91
Plan Asset Regulation	92
Underwriter’s Exemption	92
PLAN OF DISTRIBUTION	93
LEGAL OPINIONS	94
WHERE YOU CAN FIND MORE INFORMATION	94
INCORPORATION BY REFERENCE	94
GLOSSARY OF TERMS TO PROSPECTUS	95

v

SUMMARY OF TRANSACTION PARTIES *

S-1

OVERVIEW

Under this prospectus supplement and the accompanying prospectus, we are offering a series of notes that are backed by a pool of new [and used] automobiles and light duty trucks of General Motors [and other manufacturers] and the related leases of those vehicles. We refer to this pool as the “20        -SN pool” and to each leased vehicle and the related lease in the 20        -SN pool as a “Lease Asset.”

Ally Financial acquires each Lease Asset in the 20        -SN pool by purchasing the leased vehicle and the related lease from a dealer. [The leases in the 20        -SN pool generally are acquired by Ally Financial under special incentive financing programs.] Each leased vehicle in the 20        -SN pool is titled upon acquisition in the name of Vehicle Asset Universal Leasing Trust or V.A.U.L. Trust, which we refer to herein as “VAULT.” Ally Financial established VAULT for the purpose of holding and facilitating the transfer of legal title to the automobiles and light duty trucks subject to leases acquired by Ally Financial. Ally Financial will be noted as first lienholder on all of the certificates of title to the leased vehicles in the 20        -SN pool, and the CARAT indenture trustee will hold a perfected first priority security interest in the leased vehicles on behalf of the noteholders.

On or before the [initial] closing date [and on each additional closing date during the revolving period], Ally Financial will transfer Lease Assets, including the beneficial interest in the related leased vehicles, to Central Originating Lease Trust, or “COLT.” COLT is a limited purpose trust that is wholly-owned by Central Originating Lease, LLC, or “COLT, LLC,” a wholly-owned special purpose subsidiary of [Ally Financial.] COLT will finance substantially all of the purchase price of the 20        -SN pool by issuing a series of non-recourse secured notes, which we refer to herein as the “secured notes” or the “20        -SN secured notes,” back to Ally Financial. Each secured note will be secured by a perfected first priority security interest in all of the Lease Assets in the 20        -SN pool. Two secured notes will be issued for the Lease Assets acquired on the “[initial] closing date.” [We refer to these Lease Assets as the “initial Lease Assets.”] Each of these “[initial secured notes]” will be in the amount of 50% of the secured note percentage of the aggregate ABS Value of the [initial] Lease Assets. [One secured note will be issued for the Lease Assets acquired on each “additional closing date.” We refer to these Lease Assets as the “additional Lease Assets.” Each of the “additional secured notes” secured by additional Lease Assets will be in the amount of     % of the aggregate ABS Value of the additional Lease Assets.] All secured notes will be paid ratably from aggregate collections on the entire 20        -SN pool.

COLT also holds Lease Assets that are not part of the 20        -SN pool, which Lease Assets COLT has financed with other non-recourse secured notes. Each pool of Lease Assets that secures a series of secured notes is a separate series interest under the COLT declaration of trust and is not an asset of, or allocated as security to, any other series of secured notes.

On the [initial] closing date, Ally Financial will transfer the 20        -SN secured notes to the depositor, which in turn will deposit them into the issuing entity. The issuing entity is issuing the offered notes described in this prospectus supplement and other securities that are not being offered under this prospectus supplement.

VAULT and COLT have been established to satisfy specific legal and operational requirements for the securitization of the Lease Assets. The 20        -SN secured notes serve the primary purpose of providing the issuing entity with the right to receive the cash flows generated by the 20        -SN pool of Lease Assets on a first priority perfected basis. These cash flows—along with the funds in the reserve account—will provide the primary source of payment on the notes issued by the issuing entity. Accordingly, this prospectus supplement and the accompanying prospectus will principally describe the Lease Assets, the cash flows on the Lease Assets and the terms of the offered notes.

S-2

SUMMARY

The following summary highlights selected information from this document and does not contain all of the information that you need to consider in making your investment decision. To understand the material terms of this offering of the notes, carefully read this entire document and the accompanying prospectus.

THE PARTIES

Sponsor

Ally Financial Inc., formerly known as GMAC Inc., or “Ally Financial,” will be the sponsor of this transaction.

Issuing Entity

Capital Auto Receivables Asset Trust 20        -SN will be the issuing entity of the notes and the certificates. The issuing entity will be established by the depositor for the purpose of issuing the notes.

Depositor

Capital Auto Receivables LLC, formerly known as Capital Auto Receivables, Inc., or “CARI,” will be the depositor to the issuing entity.

Servicer, Trust Administrator and Titling Agent

Ally Financial will be the servicer of the Lease Assets held by COLT, the trust administrator for the secured notes owned by the issuing entity, and the titling agent for the vehicles titled in the name of VAULT. We refer to Ally Financial in its role as the servicer for COLT as the “Servicer,” in its role as the trust administrator for the issuing entity as the “Trust Administrator,” and in its role as the titling agent for VAULT as the “Titling Agent.”

Sub-servicer

Ally Servicing LLC, formerly known as Semperian LLC, a wholly-owned subsidiary of Ally Financial, will be a sub-servicer providing collection and administrative services for the Servicer as described in the accompanying prospectus.

Owner Trustee

[Deutsche Bank Trust Company Delaware] will be the owner trustee of the issuing entity and the owner trustee of COLT. We refer to [Deutsche Bank Trust

Company Delaware] in its role as the owner trustee for the issuing entity as the “CARAT Owner Trustee” and in its role as the owner trustee for COLT as the “COLT Owner Trustee.”

Indenture Trustee

[Citibank, N.A.] will be the indenture trustee under the indenture pursuant to which the issuing entity will issue the notes and under the indenture pursuant to which COLT will issue the secured notes. We refer to [Citibank, N.A.] in its role as the indenture trustee under the indenture for the notes as the “CARAT indenture trustee” and in its role as the indenture trustee for the secured notes as the “COLT indenture trustee.”

VAULT

As described under “Overview,” VAULT holds legal title to automobiles and light duty trucks subject to leases acquired by Ally Financial.

COLT

As described under “Overview,” COLT will acquire the 20        -SN pool from Ally Financial and will issue the secured notes.

[Note Insurer]

[[            ], a [            ], will be the “note insurer.”

The note insurer will issue a policy that will guarantee the timely payment of interest on and certain payments of principal of the notes on each payment date, and the payment of principal of each class of notes on its final scheduled payment date. See “The Insurance Policy and the Note Insurer.”]

THE NOTES

We anticipate that the issuing entity will offer the classes of notes listed on the cover page of this

S-3

prospectus supplement. The notes will be available for purchase in denominations of $1,000 and integral multiples thereof, and will be available in book-entry form only. We sometimes refer to these notes as the “offered notes.” The issuing entity will issue fixed and floating rate classes for each of the Class A-2 Notes, Class A-3 Notes and Class B Notes as listed on the cover page of this prospectus supplement.

The issuing entity will also issue Class A-1 Notes, Class A-2c Notes and Class A-3c Notes with the initial principal amounts, interest rates and final scheduled distribution dates set forth on page [S-  ] of this prospectus supplement. The Class A-1 Notes, Class A-2c Notes and Class A-3c Notes are not being offered under this prospectus supplement.

Interest Payments

• The interest rate for the Class A-1 Notes, the Class A-2a Notes, the Class A-3a Notes and the Class B-1 Notes will be a fixed rate. We refer to notes that bear interest at a fixed rate as “fixed rate notes.”

• The interest rate for the Class A-2b Notes, the Class A-2c Notes, the Class A-3b Notes, the Class A-3c Notes, the Class A-4 Notes, the Class B-2 Notes and the Class C Notes will be a floating rate. We refer to notes that bear interest at a floating rate as “floating rate notes.”

• Because the issuing entity will issue floating rate notes, the issuing entity will enter into corresponding interest rate swaps.

• Interest will accrue on the notes from and including the closing date.

• The issuing entity will pay interest on the notes on the 15th day of each calendar month, or if that day is not a business day, the next business day, beginning on                     , 20        . We refer to these dates as “distribution dates.”

• The issuing entity will pay interest on fixed rate notes (other than the Class A-1 Notes) on each distribution date based on a 360-day year consisting of twelve 30-day months.

• The issuing entity will pay interest on floating rate notes and the Class A-1 Notes on each

distribution date based on the actual days elapsed during the period for which interest is payable and a 360-day year.

• Interest payments on all classes of Class A Notes will have the same priority. Interest payments on all classes of Class B Notes will have the same priority. Interest payments on all classes of Class C Notes will have the same priority.

• The payment of interest on the Class B Notes is subordinated to the payment of interest on the Class A Notes and the payment of interest on the Class C Notes is subordinated to the payment of interest on the Class A Notes and the Class B Notes, in each case as described in “Priority of Distributions.” No interest will be paid on the Class B Notes on any distribution date until all interest due and payable on the Class A Notes has been paid in full. No interest will be paid on the Class C Notes on any distribution date until all interest due and payable on the Class A Notes and the Class B Notes has been paid in full.

Principal Payments

• [The issuing entity will not pay principal on the notes on any distribution date related to the revolving period.]

• The issuing entity will pay principal on the notes monthly on each distribution date [related to the amortization period].

• The issuing entity will make principal payments based on the amount of collections, which include lease payments and amounts received upon the sale of leased vehicles, and defaults on the Lease Assets during the related collection period.

• On each distribution date [related to the amortization period], except as described below, the amount available to make principal payments will be applied:

(1) to the Class A-1 Notes, until the Class A-1 Notes are paid in full;

(2) to the Class A-2 Notes, pro rata among the Class A-2a Notes, the Class A-2b Notes and the Class A-2c Notes, until the Class A-2 Notes are paid in full;

S-4

(3) to the Class A-3 Notes, pro rata among the Class A-3a Notes, the Class A-3b Notes and the Class A-3c Notes, until the Class A-3 Notes are paid in full;

(4) to the Class A-4 Notes, until the Class A-4 Notes are paid in full;

(5) to the Class B Notes, pro rata among the Class B-1 Notes and the Class B-2 Notes, until the Class B Notes are paid in full; and

(6) to the Class C Notes, until the Class C Notes are paid in full.

• The failure of the issuing entity to pay any class of notes in full by its final scheduled distribution date will constitute an event of default under the CARAT indenture.

THE CERTIFICATES

The issuing entity will issue to the depositor certificates with an initial certificate balance of $            , which is the CARAT overcollateralization amount. All of the certificates will initially be retained by the depositor and are not being offered under this prospectus supplement. All or a portion of the certificates may be sold from time to time in private placements. Payments to the certificateholders will not be made until all of the notes are paid in full.

ISSUING ENTITY ASSETS

The primary assets of the issuing entity will consist of the 20        -SN secured notes. The secured notes will bear interest at a rate of     %.

[Substantially all of the leases sold to COLT on the closing date [or during the revolving period] were [or will be] acquired by Ally Financial or its subsidiaries under special incentive rate financing programs.] Ally Financial may be required to repurchase Lease Assets from COLT in specified circumstances, as detailed in the accompanying prospectus under “Description of Auto Lease Business of Ally Financial—Servicing Procedures.”

The issuing entity will grant a first priority security interest in the secured notes and other issuing entity assets to the CARAT indenture trustee on behalf of

the noteholders. The primary property securing the secured notes will be:

• the [initial] Lease Assets, including payments due under the leases on and after a cut-off date of                     , 20         ; we refer to that date as the “[initial] cut-off date”;

• [the additional Lease Assets, including payments due under the leases on and after the first day of each calendar month in which additional Lease Assets are sold; we refer to each of these dates as a “subsequent cut-off date” and we refer to the cut-off date related to a particular Lease Asset as the “applicable cut-off date” for that receivable;]

• amounts received upon the sale of leased vehicles;

• proceeds from insurance policies relating to the Lease Assets;

• any proceeds from recourse against dealers on the Lease Assets; and

• the reserve account [and the additional funding account].

The issuing entity assets will also include all rights of the issuing entity under the various transaction documents.

The aggregate principal balance of the secured notes as of the closing date will be $                    .

As of the [initial] cut-off date, the Lease Assets had the following characteristics:

	Average	Minimum	Maximum
ABS Value
Lease Residual
Seasoning (Months)
Remaining Term (Months)
Original Term (Months)
Lease Residual as a % of ABS Value
Lease Residual as a % of Adjusted MSRP
Percentage of New Vehicles
Original FICO Score
Range
Cut-Off Date

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For an explanation of how these characteristics are calculated, see “The Lease Asset sand the Secured Notes—Characteristics of [Initial] Lease Assets” in this prospectus supplement.

As described under “Description of Auto Lease Business of Ally Financial—Waivers, Modifications and Extensions” in the accompanying prospectus, the Servicer has discretion to grant waivers, extensions or other modifications on leases, subject to the limitations set forth in its customary servicing standards. [To the extent material, insert data regarding the number of lease assets included in the [initial] lease assets pool that have been subject to a waiver, modification or extension, including a description of the type of waiver, modification and extension.]

CREDIT ENHANCEMENT

Reserve Account

On the closing date, [COLT, LLC] will deposit $            , equal to     % of the initial aggregate ABS Value of the Lease Assets, in cash or eligible investments into the reserve account. Collections on the Lease Assets, to the extent available for this purpose, will be added to the reserve account on each distribution date. See “The Transfer and Servicing Agreements—Credit Enhancement—Reserve Account” in this prospectus supplement for additional information.

To the extent that funds from collections on the Lease Assets are not sufficient to make required distributions as described under “Priority of Distributions—COLT Distributions” below, the amount deposited in the reserve account provides an additional source of funds for those payments.

The reserve account is required to be funded in an amount equal to [the lesser of (1) the sum of (i)     % of the initial aggregate ABS Value of the Lease Assets and (ii)     % of the aggregate ABS Value of the Lease Assets at the close of business on the last day of the applicable collection period; and (2) the outstanding principal balance of the notes].

On any distribution date, if the amount in the reserve account exceeds the reserve account required amount, the servicer will pay the excess to the holder of the equity certificates of COLT.

Overcollateralization

The initial aggregate ABS value of the Lease Assets will exceed the initial aggregate principal amount of the notes by $            , which is the aggregate overcollateralization amount. A portion of the aggregate overcollateralization amount is represented by equity certificates issued by the issuing entity and the remainder is represented by equity certificates issued by COLT.

Amounts on deposit in the reserve account and the aggregate overcollateralization amount provide credit enhancement by absorbing reductions in collections on the Lease Assets because of defaults. If the total amount of these types of reductions exceeds the amount on deposit in the reserve account and the aggregate overcollateralization amount, then the Class C Notes may not be repaid in full. If the total amount exceeds the amount on deposit in the reserve account, the aggregate overcollateralization amount and the principal amount of the Class C Notes, then the Class B Notes may not be repaid in full. If the total amount exceeds the amount on deposit in the reserve account, the aggregate overcollateralization amount and the principal amount of the Class B Notes and the Class C Notes, then the Class A Notes may not be repaid in full. See “Priority of Distributions—CARAT Distributions” below in this summary and in “The Transfer and Servicing Agreements—Distributions on the Notes” in this

prospectus supplement for a description of how losses not covered by credit enhancement or support will be allocated to the offered notes.

[The Insurance Policy]

[On the closing date, the note insurer will issue a financial guaranty insurance policy, under the terms of an insurance agreement, in favor of the CARAT indenture trustee, for the benefit of the noteholders.

Under the policy, the insurer will irrevocably and unconditionally guarantee:

• timely payment of interest;

• certain limited payments in reduction of principal due on the notes on any distribution date that the outstanding principal balance of the notes exceeds the aggregate ABS Value of the Lease Assets

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as described under “The Insurance Policy and the Note Insurer” in this prospectus supplement; and

• the ultimate payment of principal of each note on its final scheduled distribution date.

For a description of the note insurer and the insurance policy, see “The Insurance Policy and the Note Insurer” in this prospectus supplement.]

[THE REVOLVING PERIOD

The issuing entity will not make payments of principal on the notes on distribution dates related to the revolving period.

The “revolving period” consists of the monthly periods from through             , and the related distribution dates. We refer to the monthly periods and the related distribution dates following the revolving period as the “amortization period.”

If an early amortization event occurs, the revolving period will terminate early, and the amortization period will begin. See “The Transfer and Servicing Agreements—The Revolving Period” in this prospectus supplement.

On each distribution date related to the revolving period, amounts otherwise available to make

principal payments on the notes will be applied to purchase additional Lease Assets from the sponsor for the purposes of maintaining the initial aggregate ABS Value of the Lease Assets and the aggregate overcollateralization amount. See “The Lease Assets and the Secured Notes—Criteria Applicable to the Selection of Additional Lease Assets During the Revolving Period” in this prospectus supplement.

The amount of additional Lease Assets and percentage of asset pool will be determined by the amount of cash available from payments and prepayments on existing Lease Assets. There are no stated limits on the amount of additional Lease Assets allowed to be purchased during the revolving period in terms of either dollars or percentage of the initial asset pool. See “The Transfer and Servicing Agreements—The Revolving Period” in this prospectus supplement.

To the extent that amounts allocated for the purchase of additional Lease Assets are not so used on any

distribution date related to the revolving period, they will be deposited into the accumulation account and applied on subsequent distribution dates related to the revolving period to purchase additional Lease Assets from the sponsor.]

[ADDITIONAL FUNDING PERIOD

On the initial closing date, $[        ] of the proceeds from the sale of the notes by the issuing entity will be deposited in an account, which we refer to as the “additional funding account.” The amount deposited in the additional funding account on the initial closing date represents [    ]% of the initial aggregate ABS Value of the [initial] Lease Assets (including the expected initial aggregate ABS Value of the subsequent Lease Assets. During the additional funding period, if there are any amounts on deposit in the additional funding account, COLT will buy additional Lease Assets from Ally Financial, which we refer to as the “subsequent Lease Assets,” by issuing new secured notes to Ally Financial, which we refer to as the “subsequent secured notes,” in an amount equal to         % of the aggregate ABS Value of the subsequent Lease Assets being purchased by COLT on that date. COLT may purchase subsequent Lease Assets on any date (no more than once a week) during the additional funding period. We refer to

each of these dates as a “funding date.” Simultaneously with COLT’s purchase of subsequent Lease Assets on a funding date, the depositor will use the funds on deposit in the additional funding account to purchase the related subsequent secured notes from Ally Financial. Subsequent Lease Assets must meet certain eligibility criteria as described in “The Lease Assets—Representations Warranties and Covenants” in the accompanying prospectus and “The Lease Assets and the Secured Notes—Criteria Applicable to the Selection of [Initial] Lease Assets” in this prospectus supplement.

The additional funding period will begin on the [initial] closing date and will end on the earliest to occur of:

• [    ] full calendar months following the [initial] closing date;

• the date on which the amount in the additional funding account is $[    ] or less; or

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• the occurrence of a CARAT Event of Default.

On the first distribution date following the termination of the additional funding period, the CARAT indenture trustee will withdraw any funds remaining on deposit on the additional funding account (excluding investment earnings) and distribute them to the noteholders. See “The Transfer and Servicing Agreements—The Additional Funding Period” in this prospectus supplement.]

PRIORITY OF DISTRIBUTIONS

COLT Distributions

On each distribution date, the COLT indenture trustee will distribute available funds from the COLT collection account, consisting of collections on the Lease Assets and funds in the reserve account, in the following order of priority before the CARAT distributions:

(1) basic servicing fee payments to the Servicer;

(2) to the issuing entity or any other holder of the secured notes, interest on the secured notes;

(3) to the issuing entity or any other holder of the secured notes, principal on the secured notes;

(4) deposits into the CARAT collection account of any shortfall in the amounts required to be paid from the CARAT collection account (other than payments to certificateholders) on that distribution date;

(5) deposits into the reserve account in the amount necessary to cause the amount on deposit in the reserve account to equal the reserve account required amount;

[(6) additional servicing fee payments to the servicer;] and

(7) the remainder to [COLT, LLC], as holder of the equity certificates of COLT.

CARAT Distributions

[Revolving Period]

The issuing entity receives distributions on the secured notes from COLT as described in “COLT Distributions” above. Except as specified under

“Acceleration” below, the issuing entity will distribute available funds received as holder of the secured notes in the following order of priority [during the revolving period]:

[(1) administration fee payments to the trust administrator;

(2) the net amount payable, if any, to the swap counterparty, other than any swap termination amounts;

(3) interest on the Class A Notes and any swap termination amounts on the interest rate swaps related to the Class A-2b Notes, Class A-2c Notes, Class A-3b Notes, Class A-3c Notes and Class A-4 Notes, pro rata;

(4) interest on the Class B Notes and any swap termination amounts on the interest rate swap related to the Class B-2 Notes, pro rata;

(5) interest on the Class C Notes and any swap termination amounts on the interest rate swap related to the Class C Notes;

(6) reinvestments in additional Lease Assets and deposits into the accumulation account, as applicable, in the amount by which the aggregate principal balance of the notes exceeds the aggregate ABS Value of the Lease Assets;

(7) to the reserve account in the amount necessary to cause the amount on deposit in the reserve account to equal the reserve account required amount (after giving effect to any deposits into the reserve account on that distribution date);

(8) reinvestment in additional Lease Assets and deposits into the accumulation account, as applicable, in the amount by which the aggregate principal balance of the notes exceeds the aggregate ABS Value of the Lease Assets, as increased above, plus the amounts deposited in the accumulation account above, minus the aggregate overcollateralization amount; and

(9) the remainder to the depositor, as holder of the certificates issued by the issuing entity.

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Amortization Period

Except as specified below under “Acceleration,” the issuing entity will distribute available funds received as holder of the secured notes in the following order of priority during the amortization period:]

(1) Administration Fee payments to the Trust Administrator;

(2) the net amount payable, if any, to the swap counterparty, other than any swap termination amounts;

(3) interest on the Class A Notes and any swap termination amounts on the interest rate swaps related to the Class A-2b Notes, Class A-2c Notes, Class A-3b Notes, Class A-3c Notes and Class A-4 Notes, pro rata;

(4) principal on the notes in an amount equal to the excess, if any, of the aggregate principal balance of the Class A notes over the aggregate ABS Value of the Lease Assets;

(5) interest on the Class B Notes and any swap termination amounts on the interest rate swap related to the Class B-2 Notes, pro rata;

(6) principal on the notes in an amount equal to the excess, if any, of the aggregate principal balance of the Class A notes and the Class B notes—reduced by the amount of principal allocated to the notes above—over the aggregate ABS Value of the Lease Assets;

(7) interest on the Class C Notes and any swap termination amounts on the interest rate swap related to the Class C Notes,

(8) principal on the notes in an amount equal to the lesser of either the aggregate principal balance of the notes, or the amount by which the aggregate principal balance of the notes—reduced by the amounts of principal allocated to the notes above—exceeds an amount equal to the aggregate ABS Value of the Lease Assets minus the aggregate overcollateralization amount as of the closing date;

(9) to the reserve account in the amount necessary to cause the amount on deposit in the reserve account to equal the reserve account required amount (after giving effect

to any deposits into the reserve account on that distribution date); and

(10) the remainder to the depositor, as holder of the certificates issued by the issuing entity.

Acceleration

If an event of default occurs under the CARAT Indenture and the notes are accelerated, until the time when all events of default under the CARAT Indenture have been cured or waived as provided in the CARAT Indenture, the issuing entity will pay the costs and expenses of collection and then interest and principal first on the Class A Notes, pro rata among the Class A Notes. No interest or principal will be paid on the Class B Notes until the Class A Notes have been paid in full, and no interest or principal will be paid on the Class C Notes until the Class A Notes and the Class B Notes have been paid in full.

REDEMPTION OF THE NOTES

When the aggregate ABS Value of the Lease Assets declines to     % or less of the Initial ABS Value of the Lease Assets, the servicer may purchase all of the Lease Assets from COLT on any distribution date. If the servicer purchases the Lease Assets from COLT, the secured notes will be redeemed at a price equal to their remaining principal balance, plus accrued and unpaid interest thereon. The redemption of the secured notes will in turn effect a redemption of the

notes at a price equal to the unpaid principal amount of the notes plus accrued and unpaid interest.

INTEREST RATE SWAPS

The issuing entity will enter into an interest rate swap with as the “swap counterparty” with respect to each class of floating rate notes.

Under each interest rate swap, on each distribution date, the issuing entity will be obligated to pay the swap counterparty a fixed interest rate and the swap counterparty will be obligated to pay the issuing entity a floating interest rate of one-month LIBOR plus an applicable spread. For each swap, the notional amount will equal the outstanding principal balance of the applicable class of floating rate notes. See “The Transfer and Servicing Agreements—Interest Rate Swaps” in this prospectus supplement for additional information.

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SERVICING AND ADMINISTRATION FEES

Ally Financial will service the Lease Assets. COLT, as owner of the leases and sole beneficial owner of the related leased vehicles, will pay monthly to Ally Financial, as servicer, a basic serving fee equal to 1.00% per annum based on the aggregate ABS Value of the Lease Assets as of the first day of the related collection period, and a supplemental servicing fee

equal to any late fees, disposition fees, prepayment charges and other administrative fees and expenses collected during the related collection period and investment earnings on the COLT trust accounts. [The servicer will also be entitled to an additional monthly servicing fee of up to 1.00% per annum, which will be subordinated to all payments on the notes and deposits into the reserve account.]

Ally Financial will act as the trust administrator for the issuing entity. The issuing entity will pay Ally Financial a monthly 0.01% per annum fee on the aggregate secured note principal balance as of the first day of the related collection period.

TAX STATUS

Mayer Brown LLP, special tax counsel, will deliver an opinion that:

• the offered notes will be characterized as indebtedness for federal income tax purposes; and

• the issuing entity will not be taxable as an association or publicly traded partnership taxable as a corporation.

Each noteholder, by accepting an offered note, will agree to treat the offered notes as indebtedness for federal, state and local income and franchise tax purposes.

ERISA CONSIDERATIONS

Subject to the restrictions and considerations discussed under “ERISA Considerations,” in this prospectus supplement and in the accompanying prospectus, an employee benefit plan or other retirement plan or arrangement subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), may purchase the offered notes. See “ERISA Considerations” in this prospectus supplement and the accompanying prospectus for additional information.

We suggest that an employee benefit plan and any other retirement plan or arrangement, and any entity deemed to hold “plan assets” of any employee benefit plan or other plan, consult with its counsel before purchasing the offered notes.

RATINGS

We expect that the offered notes will receive credit ratings from at least one nationally recognized rating agency hired by us.

The rating agencies have discretion to monitor and adjust the ratings on the offered notes. The offered notes may receive an unsolicited rating that is different from or lower than the ratings provided by the rating agencies hired to rate the offered notes. As of the date of this prospectus supplement, we are not aware of any unsolicited ratings on the offered notes. A rating, change in rating or a withdrawal of a rating by one rating agency may not correspond to a rating, change in rating or withdrawal of a rating from any other rating agency. See “The Ratings for the Securities Are Limited in Scope, May Be Unsolicited, May Not Continue to Be Issued and Do Not Consider the Suitability of the Securities for You” in the prospectus for more information.

RISK FACTORS

Before making an investment decision, you should consider carefully the factors that are set forth in “Risk Factors” beginning on page [S-11] of this prospectus supplement and page [1] of the accompanying prospectus.

RECENT DEVELOPMENTS

[GMAC Inc. (“GMAC”), the predecessor of Ally Financial, filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to change its corporate name from GMAC Inc. to “Ally Financial Inc.” This change was also reflected in updated bylaws (the “Bylaws” and together with the Charter Amendment, the “Amended Governing Documents”). The changes reflected in the Amended Governing Documents became effective May 10, 2010.]

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RISK FACTORS

In addition to the risk factors beginning on page [1] of the accompanying prospectus, you should consider the following risk factors in deciding whether to purchase the offered notes.

[Recent Economic Developments May Adversely Affect the Performance and Market Value of Your Notes	The United States is in the midst of a severe economic downturn that may adversely affect the performance and market value of your notes. Rising unemployment, decreases in home values, the lack of available credit and the bankruptcy filings of motor vehicle manufacturers in 2009 may lead to increased delinquency and default rates on the leases securing the secured notes, as well as declining market values of the automobiles and trucks securing the secured notes, which may weaken collateral coverage and increase the amount of a loss in the event of default. If the economic downturn worsens or continues for a prolonged period of time, delinquencies and losses with respect to motor vehicle leases could continue to increase, which could result in losses on your notes. In addition, significant increases in the inventory of used motor vehicles during the economic downturn may depress the prices at which motor vehicles may be sold (including upon default or termination of a related lease) or delay the timing of these sales. If the default rate on the leases increases and the price at which the related vehicles may be sold declines, you may experience losses with respect to your notes.]
[Large Scale Liquidation Of Dealer Inventory Could Result In Delayed or Reduced Payments On Your Notes	As part of its restructuring plans in connection with its bankruptcy case, General Motors announced that it would be terminating a significant number of dealerships across the United States. General Motors has commenced the process of terminating a significant number of dealers over the next several years. Even though General Motors has indicated that it plans to buy existing inventory from its terminated dealers, the dealers may nonetheless be forced to liquidate their vehicle inventory at auction. This could increase the supply of vehicles sold at auction, which could cause demand for vehicles and/or vehicle prices to decline. If demand for vehicles and/or prices decline, the residual values of the vehicles securing the secured notes may be reduced, which could result in delayed or reduced payments on your notes.]
Class B Notes and Class C Notes are Subject to Greater Risk Because the Class B Notes are Subordinated to the Class A Notes and the Class C Notes are Subordinated to the Class A Notes and the Class B Notes	The Class B Notes bear greater risk than the Class A Notes because payments of interest and principal on the Class B Notes are subordinated, to the extent described below, to Administration Fees, payments of interest and principal on the Class A Notes and any payments due and payable to the swap counterparty, including any termination payments on interest rate swaps related to the floating rate Class A Notes. The Class C Notes bear greater risk than the Class A Notes and the Class B Notes because payments of interest and principal on the Class C Notes are subordinated, to the extent described below, to Administration Fees, payments of interest and principal on the Class A Notes and the Class B Notes and any payments due and payable to the swap counterparty, including any termination payments on interest rate swaps related to the floating rate Class A Notes and the floating rate Class B Notes. Interest payments on the Class B Notes on each distribution date will be subordinated to Administration Fees, interest payments on the Class A

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Notes, any payments due and payable to the swap counterparty, including any termination payments on interest rate swaps related to the floating rate Class A Notes, and principal payments on the Class A Notes to the extent the aggregate principal balance of the Class A Notes as of the preceding distribution date exceeds the Aggregate ABS Value of the Lease Assets as of that distribution date. Interest payments on the Class C Notes on each distribution date will be subordinated to Administration Fees, interest payments on the Class A Notes and the Class B Notes, any payments due and payable to the swap counterparty, including any termination payments on interest rate swaps related to the floating rate Class A Notes and Class B Notes, and principal payments on the Class A Notes and the Class B Notes to the extent the aggregate principal balance of the Class A Notes and the Class B Notes as of the preceding distribution date exceeds the Aggregate ABS Value of the Lease Assets as of that distribution date. No principal will be paid on the Class B Notes until principal on all classes of the Class A Notes has been paid in full, and no principal will be paid on the Class C Notes until principal on the Class B Notes has been paid in full. In addition, on each distribution date after an event of default occurs under the CARAT indenture and the notes are accelerated, until the time when all events of default have been cured or waived as provided in the CARAT indenture, no interest will be paid on the Class B Notes until all principal and interest on the Class A Notes and any termination payments due and payable to the swap counterparty with respect to the interest rate swaps related to the floating rate Class A Notes have been paid in full, and no interest will be paid on the Class C Notes until all principal and interest on the Class A Notes and the Class B Notes and any termination payments due and payable to the swap counterparty with respect to the interest rate swaps related to the floating rate Class A Notes and Class B Notes have been paid in full. This subordination could result in reduced or delayed payments of principal and interest on the Class B Notes and the Class C Notes.

Payments on the Notes Depend on Collections on the Lease Assets and Sale Proceeds from the Sale of Leased Vehicles at Termination of the Lease Assets

The issuing entity will pay principal on the notes monthly [during the amortization period], and any remaining principal balance on each note will be due on its final scheduled distribution date. The issuing entity will pay principal on the notes with funds available from collections on the Lease Assets, which include lease payments and proceeds from the sale of related leased vehicles, and from the amount on deposit in the reserve account. The amount of funds available to make payments on the notes will primarily depend upon the amount of collections on the Lease Assets, the amount of leases that default, the amount of the proceeds from the sale of related leased vehicles upon default, scheduled lease terminations or early lease terminations, the amount on deposit in the reserve account and any payments by the swap counterparty to the issuing entity under the interest rate swaps. COLT expects, but does not guarantee, that the principal portion of the monthly lease payments and the net proceeds

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it receives from the sale of the leased vehicles upon lease termination, together with related credit enhancement, will be sufficient to fully repay the secured notes and thus the notes. If there are decreased collections, increased defaults or insufficient funds in the reserve account, you may experience delays or reductions in principal payments on your notes. Furthermore, if the net sale proceeds from the leased vehicles received upon default or termination of the leases are less than the lease residuals established upon inception of those leases, there may be insufficient funds to pay the notes in full. Losses on Lease Assets are a function of the number of leases that default and the relationship between the lease residual under each such lease and the net sale proceeds received for each related leased vehicle upon its sale. For a description of how Ally Financial sets residual values, see “Description of Auto Lease Business of Ally Financial—Determination of Residual Value” in the accompanying prospectus. There can be no assurance as to how closely the lease residual of a leased vehicle at lease inception will approximate the market value or net sale proceeds received upon the sale of that leased vehicle. We expect that, in general, if the market value exceeds the residual value stated in the lease, the lessee or the authorized dealer where the vehicle is returned is likely to purchase the leased vehicle rather than return it to Ally Financial. Conversely, if the market value is less than the residual value stated in the lease, the leased vehicle is generally more likely to be returned to Ally Financial, resulting in a loss on the sale of that leased vehicle. As a result of such a loss, there may be insufficient funds to pay the notes in full. The notes, the secured notes and the Lease Assets will not be insured or guaranteed by Ally Financial, CARI, the issuing entity, the CARAT owner trustee, the CARAT indenture trustee, COLT, VAULT, the COLT owner trustee, the COLT indenture trustee or any of their affiliates or any other person or entity.

[Availability of Additional Lease Assets During the Revolving Period Could Shorten the Average Life of the Notes

During the revolving period, the issuing entity will not make payments of principal on the notes. Instead, the issuing entity will purchase additional secured notes from the depositor. These secured notes will be secured by additional Lease Assets sold by Ally Financial to COLT. The purchase of additional Lease Assets by COLT will lengthen the average life of the notes compared to a transaction without a revolving period. However, an unexpectedly high rate of collections on the Lease Assets during the revolving period, a significant decline in the number of Lease Assets available for purchase or the inability of Ally Financial to acquire new Lease Assets could affect the ability of COLT to purchase additional Lease Assets as security for additional secured notes to be sold to the issuing entity. If the issuing entity is unable to reinvest available funds by the end of the revolving period, then the average life of the Notes will shorten. Amounts allocable to principal payments on the notes that are not used to purchase additional Lease Assets during the revolving period will be deposited into the accumulation account. Among other early amortization events, it will be an early amortization event if the amount in the

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	accumulation account on any distribution date during the revolving period exceeds % of the initial aggregate receivables principal balance. See “The Transfer of Servicing Agreements—The Revolving Period” in this prospectus supplement. If that happens, the revolving period will terminate and the amortization period will commence, shortening the average life of the notes. A variety of unpredictable economic, social and other factors may influence the availability of additional Lease Assets. You will bear all reinvestment risk resulting from a longer or shorter than anticipated average life of the notes.]
If General Motors or Ally Financial, as Pull Ahead Agent, Offers a Pull Ahead Program, You Must Rely on the Pull Ahead Agent to Deposit Pull Ahead Payments. If the Pull Ahead Agent Fails to Make Pull Ahead Payments, the Issuing Entity Would Likely Experience a Shortfall in Collections and Consequently, there Might Be Reductions or Delays in Payments on the Notes	Under a pull ahead program, General Motors or Ally Financial, as the “pull ahead agent” for General Motors, may elect to permit a qualified lessee that is purchasing or leasing a new General Motors vehicle to terminate an existing lease prior to its scheduled lease end date without payment by the lessee of its remaining monthly payments under that lease, as described in “Residual Values—Pull Ahead Programs.” As a condition to the modification of a lease included in the Lease Assets to permit its early termination in a pull ahead program, under the Pull Ahead Funding Agreement the pull ahead agent must deliver the pull ahead payment for that Lease Asset to the servicer, and under the COLT Servicing Agreement the servicer must deposit this pull ahead payment into the COLT collection account. However, the obligation of the pull ahead agent to pay, and the servicer’s obligation to deposit, a pull ahead payment will not arise until the collection period after the collection period in which the lessee returned its vehicle to the dealer. Accordingly, as a practical matter, the lessee will have returned the leased vehicle up to a month prior to the time that the pull ahead payment is due from the pull ahead agent. If the pull ahead agent fails to make the pull ahead payment, the issuing entity would likely experience a shortfall in collections and you might experience reductions or delays in payments on your securities, due to several factors: •   it is unlikely that the servicer or the issuing entity will be able to recover the unpaid monthly lease payments from lessees who have participated in a pull ahead program; •   the servicer may be unable to immediately prevent further participation in pull ahead programs by lessees; and •   if Ally Financial becomes bankrupt or insolvent, the ability of the issuing entity to obtain unpaid pull ahead payments will be subject to delays and possible reduction.
Failure to Comply with Consumer Protection Laws Governing the Lease Assets Could Reduce or Delay Payments on Your Securities	Numerous federal and state consumer protection laws, including the Michigan Consumer Protection Act, the federal Consumer Leasing Act of 1976 and Regulation M, promulgated by the Board of Governors of the Federal Reserve System, impose requirements on lessors and servicers of retail lease contracts of the type that secure the secured notes. In addition, many states have enacted comprehensive vehicle leasing statutes that, among other things, regulate disclosures to be made at the time a vehicle is leased. Failure to comply with these requirements may give rise to

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liabilities on the part of the servicer, and enforcement of the leases by the lessor may be subject to set-off as a result of noncompliance. Further, many states have adopted “lemon laws” that provide vehicle users, including lessees like those leasing the leased vehicles securing the secured notes, rights in respect of substandard vehicles. A successful claim under a lemon law could result in, among other things, the termination of the lease of a substandard leased vehicle and/or could require the refund of all or a portion of lease payments previously paid by the lessee. CARI, Ally Financial and their affiliates are generally not obligated to make any payments to you on your securities and do not guarantee payments on the secured notes or your securities. However, Ally Financial, as seller of the Lease Assets to COLT, will make representations and warranties to COLT regarding the characteristics of the Lease Assets, including that these Lease Assets comply in all material respects with all requirements of law. If Ally Financial breaches the representations and warranties regarding the Lease Assets, it must repurchase any affected Lease Assets from COLT and the payments received from the repurchase will be used to reduce the outstanding secured note principal balance by the corresponding amount. If Ally Financial fails to repurchase Lease Assets, you might experience reductions or delays in payments on your securities.

Timing of Principal Payments on Your Securities is Uncertain

Events that could result in principal being paid on your securities sooner than expected include: •   higher than expected rate of early termination of the leases, including early terminations permitted under a pull ahead program; and •   Ally Financial or the depositor being required to repurchase secured notes from the issuing entity or Ally Financial being required to repurchase Lease Assets from COLT as a result of breaches of representations, warranties or covenants as detailed in the accompanying prospectus under “The Transfer and Servicing Agreements—Sale and Assignment of Lease Assets and Secured Notes—Sale and Assignment of Lease Assets” and “—Sale and Assignment of Secured Notes.” Events that could result in principal being paid on your securities later than expected include: •   delinquencies or losses on the Lease Assets; •   lower than expected rate of early termination of the leases; or •   extensions or deferrals on leases and delays in the disposition of any returned vehicles, if not covered by an advance made by the servicer. The servicer is obligated to make advances to the extent it determines, in its sole discretion, that the advances will be recoverable from later

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collections on the Lease Assets, as described in “The Transfer and Servicing Agreements—Advances by the Servicer” in the accompanying prospectus. However, if advances are made, we can make no assurance as to whether these advances will be sufficient to reduce the outstanding principal balance on the notes to zero by the expected maturity date for your securities. The rate at which payments will be made on your securities will still be affected by the payment, early termination, liquidation and extension experience of the Lease Assets, all of which cannot be predicted. Early termination of the leases may occur at any time without penalty. Early termination may result from permitted early terminations under a pull ahead program or otherwise, defaults on leases or casualty losses to the leased vehicles. Ally Financial may also be required to repurchase Lease Assets from COLT in specified circumstances. In addition, servicer has the option to purchase all of the Lease Assets from COLT after the aggregate ABS Value of the Lease Assets declines to     % or less of the aggregate ABS Value of the Lease Assets as of the cut-off date. Each early lease termination or repurchase of Lease Assets and redemption of the secured notes and notes described in the preceding paragraph will shorten the average life of your notes, and you will bear all reinvestment risk resulting from it.

Sale of the Lease Assets may not be Available as a Remedy for all Events of Default Under the CARAT Indenture

Events of default under the CARAT indenture will not constitute events of default under the COLT indenture. See “The Secured Notes—The COLT Indenture—COLT Events of Default; Rights Upon COLT Event of Default” in the accompanying prospectus. However, because the issuing entity will receive payments from excess collections under the payment priorities for COLT, it is likely that a shortfall in principal or interest under the CARAT indenture will also be a shortfall under the COLT indenture. If an event of default occurs under both the CARAT indenture and the COLT indenture, the secured notes can be declared due and payable and the Lease Assets can be foreclosed upon or sold, as described in “The Secured Notes—The COLT Indenture—COLT Events of Default; Rights Upon COLT Event of Default” in the accompanying prospectus. However, if an event of default occurs under the CARAT indenture that is not an event of default under the COLT indenture, the notes can be declared due and payable and only the secured notes can be foreclosed upon or sold, as described in “The Notes—The CARAT Indenture—CARAT Events of Default; Rights Upon CARAT Event of Default” in the accompanying prospectus. The market for sale of the secured notes may be more limited than the market for sale of a portfolio of Lease Assets. If any sale of the secured notes is delayed or the secured notes cannot be sold, you might experience reductions and/or delays in payments on your notes.

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Failure by the Swap Counterparty to Make Payments to the Issuing Entity and the Seniority of Payments Owed to the Swap Counterparty Could Reduce or Delay Payments on the Notes

As described further in the “The Transfer and Servicing Agreements—Interest Rate Swaps” in this prospectus supplement, the Trust will enter into related interest rate swaps because the secured notes owned by the issuing entity will bear interest at a fixed rate while the floating rate notes will bear interest at a floating rate based on one-month LIBOR plus an applicable spread. If the floating rate payable by the swap counterparty is substantially greater than the fixed rate payable by the issuing entity, the issuing entity will be more dependent on receiving payments from the swap counterparty in order to make payments on the notes. In addition, the obligations of the swap counterparty under the interest rate swaps are unsecured. If the swap counterparty fails to pay the net amount due, you may experience delays or reductions in the interest and principal payments on your notes. If the floating rate payable by the swap counterparty is less than the fixed rate payable by the issuing entity, the issuing entity will be obligated to make payments to the swap counterparty. The swap counterparty will have a claim on the assets of the issuing entity for the net amount due, if any, to the swap counterparty under the interest rate swaps. Except in the case of swap termination payments as discussed below, amounts owing to the swap counterparty will be senior to payments on all classes of notes. These payments to the swap counterparty could cause a shortage of funds available on any distribution date, in which case you may experience delays or reductions in interest and principal payments on your notes. In addition, if an interest rate swap terminates as a result of a default by, or other circumstances with respect to the issuing entity, a termination payment may be due to the swap counterparty. Termination payments to the swap counterparty would be made by the issuing entity out of funds that would otherwise be available to make payments on the notes and would be senior to payments of principal and equal in priority to payments of interest on the applicable class of notes. Termination payments on the interest rate swap for a particular class of notes would also be senior to payments of principal and interest on any class of notes subordinate to that class of notes. The amount of the termination payment will be based on the market value of the interest rate swap at the time of termination. The termination payment could be substantial if market interest rates and other conditions have changed materially since the issuance of the notes. In that event, you may experience delays or reductions in interest and principal payments on your notes. The issuing entity will make payments to the swap counterparty out of, and will include receipts from the swap counterparty in, its generally available funds—not solely from funds that are dedicated to the floating rate notes. Therefore, in situations like those described above, the impact would be to reduce the amounts available for distribution to holders of all securities, not just holders of floating rate notes.

Concentrations of the Leases Could Result in Losses or Payment Delays on Your Securities

As of the cut-off date,     %,     %,     %,     %,     % and     % of the leases, based on the initial aggregate ABS Value of the Lease Assets, are related to lessees with mailing addresses in             ,             ,             ,             ,

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and             , respectively. As a result of this geographic concentration, adverse economic factors such as unemployment, interest rates, the rate of inflation, consumer perception of the economy and legislative changes or other factors affecting these states could have a disproportionate impact on defaults on the leases and the ability to sell or dispose of the related leased vehicles for an amount at least equal to their stated residual value. In addition, Ally Financial believes that a portion of the lessees under the leases are General Motors employees. Adverse changes in the automotive industry could have an impact on lessees who are employees of automotive manufacturers generally, including General Motors.

New Car Incentive Purchase Programs and Other Market Factors May Reduce the Value of the Vehicles that Secure the Secured Notes

The pricing of used cars is affected by the supply and demand for those cars, which, in turn, is affected by consumer demand and tastes, economic factors (including the price of gasoline and closure of dealerships), the introduction and pricing of new car models and other factors. Decisions by a manufacturer with respect to new vehicle production and brands, pricing and incentives may affect used car prices, particularly those for the same or similar models. An increase in the supply of or a decrease in the demand for used cars may negatively impact the resale value of the vehicles securing the secured notes. A decrease in the proceeds realized by COLT from vehicle sales (including after termination or default of a related lease) could result in losses on your notes. Other economic factors that are beyond the control of Ally Financial, the issuing entity, CARI, the Servicer, COLT and the trust administrator could also have a negative impact on the resale value of a vehicle.

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AFFILIATIONS AND RELATIONSHIPS AMONG TRANSACTION PARTIES

The CARAT owner trustee and the COLT owner trustee are not affiliates of any of the depositor, the sponsor, the Servicer, the Trust Administrator, the issuing entity, COLT, or either the COLT indenture trustee or the CARAT indenture trustee. However, the CARAT owner trustee and the COLT owner trustee and one or more of their affiliates may, from time to time, engage in arm’s-length transactions with the depositor, the sponsor, the Servicer, the Trust Administrator, the issuing entity, COLT, the CARAT indenture trustee, the COLT indenture trustee or affiliates of any of them, which are distinct from their roles as the CARAT owner trustee or the COLT owner trustee, including transactions both related and unrelated to the securitization of automotive leases and leased vehicles. [Add description of any specific transactions if material to investors in the notes.]

The CARAT indenture trustee and the COLT indenture trustee are not affiliates of any of the depositor, the sponsor, the Servicer, the Trust Administrator, the issuing entity, COLT or either the COLT owner trustee or the CARAT owner trustee. However, the CARAT indenture trustee and the COLT indenture trustee and one or more of their affiliates may, from time to time, engage in arm’s-length transactions with the depositor, the sponsor, the Servicer, the Trust Administrator, the issuing entity, COLT, the COLT owner trustee, the CARAT owner trustee or affiliates of any of them, which are distinct from their roles as the COLT indenture trustee or the CARAT indenture trustee, including transactions both related and unrelated to the securitization of automotive leases and leased vehicles. [Add description of any specific transactions if material to investors in the notes.]

[[            ], an underwriter for the [            ] notes, and the [swap counterparty] [CARAT owner trustee and the COLT owner trustee][CARAT indenture trustee and the COLT indenture trustee] are affiliates and engage in other similar transactions with each other involving securitizations.]

The sponsor, COLT, VAULT, [COLT, LLC,] the Servicer and the depositor are affiliates and may also engage in transactions with each other involving securitizations, including public offerings and private placements of asset-backed securities, as well as commercial paper conduit financing, of retail motor vehicle leases and retail vehicle instalment sale contracts, including those described in this prospectus and others. [Add description of specific transactions involving securitized assets or the securitization if material to investors in the notes.] Among other things, the depositor and Ally Financial have entered into an intercompany advance agreement, through which the depositor may borrow funds from Ally Financial to fund its general operating expenses and, for some securitization transactions in which the depositor acts as the depositor, to pay for a portion of the receivables or secured notes, the reserve account initial deposit, if applicable, and transaction expenses. Similarly, [COLT, LLC] and Ally Financial have entered into an intercompany advance agreement, through which [COLT, LLC] may borrow funds from Ally Financial to fund its general operating expenses and, for some securitization transactions, to obtain funds [that will be used as capital contributions to COLT] to pay for a portion of the Lease Assets, the reserve account initial deposit and transaction expenses. Under the intercompany advance agreements, the loans bear a market rate of interest and have documented repayment terms.

On the [initial] closing date, the issuing entity is issuing certificates not offered hereby. The depositor will initially retain the certificates, which represents the equity in the issuing entity. Therefore, the issuing entity is a direct subsidiary of the depositor and an indirect subsidiary of the sponsor and will be included in the consolidated financial statements of the sponsor. The sponsor retains the right to sell all or a portion of the certificates at any time. Following any such sale to an unaffiliated third party, the issuing entity may cease to be an affiliate of either the sponsor or the depositor. [Add disclosure if the issuing entity engages in any transactions with the sponsor or the depositor other than those described in the prospectus.]

THE TRUST

The issuing entity, Capital Auto Receivables Asset Trust 20        -SN , is a statutory trust formed under the laws of the State of Delaware with a fiscal year end of December 31. The issuing entity will be established and operated pursuant to a trust agreement dated on or before the [initial] closing date of                     , 20    , which is the date the issuing entity will initially issue the notes and certificates.

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The issuing entity will engage in only the following activities:

• acquire, hold and manage the secured notes and other assets of the issuing entity;

• issue securities;

• make payments on the securities; and

• take any action necessary to fulfill the role of the issuing entity in connection with the notes and the certificates.

The issuing entity’s principal offices are in Wilmington, Delaware, in care of [Deutsche Bank Trust Company Delaware], as CARAT owner trustee, at the address listed in “The CARAT Owner Trustee and the COLT Owner Trustee” below.

Capitalization of the Issuing Entity

The following table illustrates the capitalization of the issuing entity as of                     , 20        , the [initial] cut-off date, as if the issuance of the notes and certificates had taken place on that date:

Class A-1 Asset Backed Notes	$
Class A-2a Asset Backed Notes
Class A-2b Asset Backed Notes
Class A-2c Asset Backed Notes
Class A-3a Asset Backed Notes
Class A-3b Asset Backed Notes
Class A-3c Asset Backed Notes
Class A-4 Asset Backed Notes
Class B-1 Asset Backed Notes
Class B-2 Asset Backed Notes
Class C Asset Backed Notes
Asset Backed Certificates
Total Capitalization	$
COLT Overcollateralization Amount
Total Transaction Capitalization	$

The Class A-1 Notes, the Class A-2c Notes, the Class A-3c Notes and the certificates are not being offered by this prospectus supplement or the accompanying prospectus. The certificates represent the equity of the issuing entity and will be issued under the trust agreement. The depositor will initially retain the certificates. All or a portion of the certificates may be sold from time to time in private placements.

The CARAT Owner Trustee and the COLT Owner Trustee

[Deutsche Bank Trust Company Delaware is the CARAT owner trustee under the trust agreement and under the COLT declaration of trust. Deutsche Bank Trust Company Delaware is a Delaware banking corporation and an affiliate of Deutsche Bank Trust Company Americas, a New York corporation, which provides support services on its behalf in this transaction. Its principal offices are located at 1011 Centre Road, Suite 200, Wilmington, Delaware 19805.]

[Deutsche Bank Trust Company Delaware has acted as owner trustee on numerous asset-backed securities transactions (with Deutsche Bank Trust Company Americas providing administrative support), including acting as owner trustee on various motor vehicle auto loan and auto lease securitization transactions. While the structure of the transactions referred to in the preceding sentence may differ among these transactions, Deutsche Bank Trust Company Delaware (and Deutsche Bank Trust Company Americas on its behalf) is experienced in administering transactions of this kind.]

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THE SPONSOR

Ally Financial is the sponsor of the transactions described in this prospectus supplement and in the accompanying prospectus.

As of December 31, 2009, Ally Financial has originated over 65 securitizations of retail vehicle instalment sale contracts through a combination of registered offerings and privately placed transactions. In those securitizations, Ally Financial has issued securities with an aggregate initial principal balance of over $120 billion. During a period from 2000 to 2004, Ally Financial’s securitizations in registered offerings consisted entirely of subvented receivables, while before and after that period, Ally Financial’s securitizations in registered offerings have consisted of a mixture of subvented and non-subvented receivables. For Lease Assets, Ally Financial has effected over 15 securitizations of Lease Assets through a combination of registered offerings and privately placed transactions. The aggregate initial principal balance of securities issued in lease securitizations is over $20 billion. In addition to retail automobile instalment sale contracts and leases, Ally Financial also originates and securitizes the receivables arising from loans to dealers for the financing of dealer inventory. To date, it has originated over 15 dealer floorplan securitizations, in both public and private placement transactions. In the dealer floorplan securitizations, Ally Financial has issued securities with an aggregate initial principal balance of over $50 billion. To date, none of the prior securitizations organized by Ally Financial have defaulted. In 2008 and early 2009, three of Ally Financial’s privately-placed auto lease securitizations experienced early amortization trigger events as a result of residual value losses. Additionally, two of Ally Financial’s dealer floorplan securitizations experienced early amortization triggering events in 2009.

For further details with respect to Ally Financial’s prior Lease Asset securitizations over the prior five years, see “Appendix A—Static Pool Data” in this prospectus supplement.

THE LEASE ASSETS AND THE SECURED NOTES

Criteria Applicable to the Selection of [Initial] Lease Assets

Ally Financial leases and new [and used] vehicles from General Motors and non-General Motors franchised dealers under a supplemental dealer agreement. Each initial lease and the related leased vehicle included by COLT as collateral for the initial secured notes was selected by Ally Financial from Ally Financial’s portfolio based on several criteria, including that it must meet the following eligibility criteria:

• At lease inception the leased vehicle is a new [or used] automobile or light duty truck;

• the lease has an original scheduled term of [12] to [60] months;

• the lease was acquired by Ally Financial in its ordinary course of business;

• the related dealer is located in the United States and each related lessee has a billing address in the United States;

• the lease provides for level monthly payments, except that the first and last monthly payments may differ from the level payments;

• the lease complies with applicable federal, state and local laws;

• the lease represents a binding obligation of the lessee;

• the lease is in force and not terminated;

• as of the [initial] cut-off date, the lease was not considered past due, that is, the payments due on that lease in excess of $25 have been received within 30 days of the payment date;

• the Lease Asset is not a Liquidating Lease Asset;

• [the lowest implied lease rate of any lease is 0% and the highest implied lease rate is less than or equal to the Discount Rate;]

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• the lessee is required to maintain physical damage and liability insurance policies;

• the lease and the related leased vehicle are legally assigned to COLT;

• the lease was originated in the United States; and

• the related lessee is required to pay all costs relating to taxes, insurance and maintenance for the leased vehicle.

[Additional Lease Assets sold by Ally Financial to COLT during the revolving period must meet substantially similar criteria. See “Criteria Applicable to the Selection of Additional Lease Assets During the Revolving Period” below. However, these criteria will not ensure that each subsequent pool of additional Lease Assets will share the exact characteristics as the initial pool of Lease Assets. As a result, the composition of the aggregate pool of Lease Assets will change as additional Lease Assets are purchased by COLT on each additional closing date during the revolving period.]

The initial pool of Lease Assets was selected from Ally Financial’s portfolio of Lease Assets and related vehicles that meet the criteria described above and other administrative criteria utilized by Ally Financial from time to time. We believe that no selection procedures adverse to COLT, the COLT indenture trustee, the COLT owner trustee, the holder of the secured notes, the holder of the equity certificates of the COLT series and the CARAT indenture trustee were utilized in selecting the initial pool of Lease Assets.

Characteristics of [Initial] Lease Assets

Except as otherwise noted, each of the percentages and averages in the tables is computed on the basis of the ABS Value of each Lease Asset as of the [initial] cut-off date. The following tables describe the [initial] Lease Assets as of the [initial] cut-off date. The Aggregate ABS Value in the tables may not add up to the total capitalization of the issuing entity due to rounding. In the following tables and elsewhere in this prospectus supplement, “Lease Residual” is the lesser of ALG Residual and the Stated Residual Value, in each case, set at lease inception. “Adjusted MSRP” is the manufacturer’s suggested retail price or “MSRP” of the leased vehicle plus the value, at lease inception, of any dealer installed options minus the value, at lease inception, of any equipment removed from the vehicle. A “FICO Score” is a measurement determined as of lease inception by Fair, Isaac & Company using information collected by the major credit bureaus to assess credit risk. The amount in the column for “average” in the calculation of “Original FICO Score Range” is based on weighting by ABS Value of each Lease Asset as of the Cut-Off Date and excludes Lease Assets for which no FICO Score is available or for which the obligor is a business account. Of the [            ] FICO Scores excluded from the weighted average FICO Score, [    ], or [    ]%, are business accounts and the remaining [    ], or [    ]%, are accounts for which FICO Scores are unavailable. In the table, “Distribution of the Lease Assets by Original FICO Score,” those excluded accounts make up the “Out of Range” category.

As used in the following table, the average “Remaining Term (Months)”, average “Seasoning (Months)” and average “Original Term (Months)” are the weighted averages of such terms weighted by ABS Value of each Lease Asset as of the Cut-Off Date. Percentages may not equal 100.00% due to rounding.

[To the extent material, insert data regarding the number of lease assets included in the [initial] lease assets pool that have been subject to a waiver, modification or extension, including a description of the type of waiver, modification and extension.]

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Composition of [Initial] Lease Asset Pool

	Average	Minimum	Maximum
ABS Value
Lease Residual
Seasoning (Months)
Remaining Term (Months)
Original Term (Months)
Lease Residual as a % of ABS Value
Lease Residual as a % of Adjusted MSRP
Percentage of New Vehicles
Original FICO Score Range
Cut-Off Date

The net present value of the Lease Residual of the Lease Assets securing any series of secured notes will constitute less than 65% of the securitized Aggregate ABS Value of those Lease Assets as of the applicable initial cut-off date [or subsequent cut-off date].

Distribution of [Initial] Lease Assets by Original Term

Original Term	Number of Lease Assets	Percentage of Total Number of Lease Assets		Initial ABS Value	Percentage of Initial ABS Value		Aggregate Lease Residual as a % of Aggregate Adjusted MSRP
0 to 24			%	$		%		%
25 to 36			%	$		%		%
37 to 48			%	$		%		%
Total			%	$		%		%

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Distribution of [Initial] Lease Assets by Remaining Lease Term

The distribution of the [initial] Lease Assets as of the cut-off date by remaining lease term was as follows:

Scheduled Lease End Date	Number of Lease Assets	Percentage of Total Number of Lease Assets		Initial ABS Value	Percentage of Initial ABS Value		Lease Residual as a  % of Adjusted MSRP
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%

Scheduled Lease End Date	Number of Lease Assets	Percentage of Total Number of Lease Assets		Initial ABS Value	Percentage of Initial ABS Value		Lease Residual as a  % of Adjusted MSRP
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
[Month, Year]—[Month, Year]			%	$		%		%
Total			%	$		%		%

Distribution of [Initial] Lease Assets by State

The distribution of the [initial] Lease Assets as of the cut-off date by state of origination, based on the billing address of the lessee on the lease, was as follows:

State of Origination	Number of Lease Assets	Percentage of Total Number of Lease Assets		Initial ABS Value	Percentage of Initial ABS Value
[State]			%	$		%
[State]			%	$		%
[State]			%	$		%
[State]			%	$		%
[State]			%	$		%
[State]			%	$		%
Total			%	$		%

[Describe economic or other factors specific to any state or region in which obligors in respect of 10% or more of the pool of assets are located to the extent that they may materially impact pool cash flows.]

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Distribution of [Initial] Lease Assets by Vehicle Make

The distribution of the [initial] Lease Assets as of the cut-off date by vehicle make was as follows:

Breakdown by Vehicle Make	Number of Lease Assets	Percentage of Total Number of Lease Assets		Initial ABS Value	Percentage of Initial ABS Value
[Make]			%	$		%
[Make]			%	$		%
[Make]			%	$		%
[Make]			%	$		%
[Make]			%	$		%
[Make]			%	$		%
Total			%	$		%

Distribution of [Initial] Lease Assets by Model

The distribution of the [initial] Lease Assets by models with respect to which the related Lease Assets in the aggregate represent 5% or more of the Initial ABS Value was as follows:

Model	Number of Lease Assets	Percentage of Total Number of Lease Assets		Initial ABS Value	Percentage of Initial ABS Value
[Model]			%	$		%
[Model]			%	$		%
[Model]			%	$		%
[Model]			%	$		%
[Model]			%	$		%
[Model]			%	$		%
Total			%	$		%

Distribution of the [Initial] Lease Assets Pool by FICO Score

FICO Band	Number of Leases	Initial ABS  Value at [Initial Cut-off Date	Percentage of  Initial ABS Value
[            ] to [            ]		$		%
[            ] to [            ]		$		%
[            ] to [            ]		$		%
[            ] to [            ]		$		%
[            ] to [            ]		$		%
[            ] to [            ]		$		%
[            ] to [            ]		$		%
Total		$		%

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[Criteria Applicable to the Selection of Additional Lease Assets During the Revolving Period

The additional Lease Assets acquired by Ally Financial and included by COLT as collateral for additional secured notes will be selected by Ally Financial from Ally Financial’s portfolio based on several criteria, including that they must meet the following eligibility criteria:

• the leased vehicle is a new [or used] automobile or light duty truck manufactured by or for General Motors [or its affiliates];

• the lease has an original scheduled term of [12] to [60] months;

• the lease was acquired by Ally Financial or its subsidiaries in its ordinary course of business;

• the dealer is located in the United States and each lessee has a billing address in the United States;

• the lease provides for level monthly payments, except that the first and last monthly payments may differ from the level payments;

• the lease complies with applicable federal, state and local laws;

• the lease represents a binding obligation of the lessee;

• the lease is in force and not terminated;

• as of the applicable additional cut-off date, the lease was not considered past due, that is, the payments due on that lease in excess of $25 have been received within 30 days of the payment date;

• no Lease Asset is a Liquidating Lease Asset;

• [the lowest implied lease rate of any lease is 0% and the highest implied lease rate is less than or equal to the discount rate;]

• the lessee is required to maintain physical damage and liability insurance policies;

• the lease and the related leased vehicle are legally assigned to COLT;

• the lease was originated in the United States;

• the related lessee is required to pay all costs relating to taxes, insurance and maintenance for the leased vehicle; [and]

• Add any additional eligibility criteria for additional leases here].

The additional Lease Assets will be selected from Ally Financial’s portfolio of Lease Assets that meet the criteria described above and other administrative criteria utilized by Ally Financial from time to time. We believe that no selection procedures adverse to the noteholders will be utilized in selecting the additional Lease Assets.]

Terms of the Secured Notes

The secured notes to be sold by Ally Financial to CARI and by CARI to the issuing entity will be issued by COLT on the closing date. Each secured note:

• has the benefit of a first priority security interest in the Lease Assets;

• contains enforceable provisions to render the rights and remedies of secured noteholders adequate for realization against the collateral of the benefits of security;

• has a final scheduled distribution date of                     , 20        ; and

• will bear interest at a rate which we refer to as the “Secured Note Rate,” of     % per annum.

Ally Financial, as seller and depositor of the secured notes, will make representations and warranties to CARI regarding the terms of the secured notes described above. The representations and warranties regarding the secured notes will then be assigned by CARI to the issuing entity. If Ally Financial breaches the representations and warranties regarding the secured notes, it must repurchase any affected secured notes from the issuing entity.

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ALLY FINANCIAL MOTOR VEHICLE LEASING

Delinquency, Repossession and Credit and Residual Loss Data on Ally Financial Lease Assets

For the entire U.S. portfolio of new and used retail car and light duty truck leases and related vehicles that Ally Financial services, the tables on the pages below show Ally Financial’s experience for:

• delinquencies;

• repossessions; and

• credit and residual losses.

Fluctuations in delinquencies, repossessions and credit and residual losses generally follow trends in the overall economic environment and may be affected by such factors as:

• competition for lessees;

• the supply and demand for cars and light duty trucks;

• consumer debt burden per household;

• personal bankruptcies; and

• values at which the residual values are booked.

Historically, Ally Financial has originated a portfolio with lease terms ranging from 24 months to 48 months. Prior to 2005, a large portion of leases in Ally Financial’s U.S. portfolio were three year leases. Since then, the proportion of 39 month and 48 month leases has increased in a similar manner as the overall motor vehicle leasing industry. Typically, longer-term leases have higher credit losses than shorter-term leases. However, the residual loss exposure on longer-term leases has generally been less than residual loss exposure on shorter-term leases as a result of additional depreciation.

There can be no assurance that the delinquency, repossession and credit and residual loss experience on the Lease Assets will be similar to that set forth below or that the factors or beliefs described above will remain applicable.

[Ally Financial has not changed its servicing policies or procedures for Lease Assets and related vehicles in any material respect during the past three years.]

ALLY FINANCIAL SMARTLEASE PORTFOLIO

Vehicle Lease Delinquency Information

“Average Number of Lease Contracts Outstanding” is computed by taking the simple average of the month-end outstanding amount for each period presented. The “Average Daily Delinquency” percentages shown in the following table are each calculated on the basis of the average number of leases delinquent at any time during a month (excluding leases where the related lessor is in bankruptcy), divided by the number of leases outstanding at the end of that month, and averaged for all months in the indicated period. Historically, Ally Financial has reported average daily delinquency on a unit basis as described above. To comply with certain bank holding company regulations, Ally Financial will cease reporting average daily delinquency in 2010 and will report month-end dollar delinquency. Month-end dollar delinquency information is available at twelve months ended December 31, 2008 and December 31, 2009; information from prior years is not available. Month-end delinquency dollars represent the remaining book value of the lease as of the ledger closing date for the month. The period of delinquency in this table is based on the number of days that the scheduled monthly payments in excess of $25 are contractually past due.

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Leases	At or for the Months Ended          ,
	20		20		20		20
Average Number of Lease Contracts Outstanding (in thousands)
Average Daily Delinquency
31-60 Days		%		%		%		%
61-90 Days		%		%		%		%
91 Days or more		%		%		%		%

Leases	At or for the Months Ended         ,
	20		20
Month-end Dollar Delinquency
31-60 Days		%		%
61-90 Days		%		%
91 Days or more		%		%

The Servicer’s current practice is generally to write off leases, other than those with respect to which the related lessee is in bankruptcy, at the point amounts due thereunder are deemed to be uncollectible, which usually for the Servicer is at the point of repossession. The Servicer will normally begin repossession activity once the lease becomes 60 to 90 days past due. Management believes that, as of the date of this prospectus supplement, the Servicer’s average time to repossess a vehicle was [    ] days from the point that payments on a lease were past due. Management believes that after repossession the Servicer’s average time to disposal is currently [    ] days.

Credit fundamentals in the Servicer’s North American consumer automotive portfolio have experienced stress over the past few years primarily due to overall economic conditions in the U.S. Specifically, for the lease portfolio, delinquencies have increased as a result of the weaker economy. Additionally, the lack of new lease originations by Ally Financial between August 2008 and August 2009 and resulting contraction of the asset base has negatively impacted the delinquency rate. Loss severity in the North American consumer automotive portfolio has recently stabilized after a significant downturn in mid-2008 driven by rising oil prices, weaker used car values and overall economic conditions. The average loss per vehicle repossessed was $10,634 in 2007, $13,493 in 2008 and $12,267 in 2009. The decline in severity of $1,200 per unit between 2008 and 2009 is reflective of the rebound in the used car market which began at the outset of 2009.

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ALLY FINANCIAL SMARTLEASE PORTFOLIO

Default and Loss Experience

Averages are computed by taking the simple average of the month-end outstanding amount for each period presented. “Number of Repossessions Sold” means the number of repossessed leased vehicles that have been sold by Ally Financial in a given period. “Number of Repossessions Sold” and “Losses on Repossessions” (in each row where they are used) include losses on “skips,” a circumstance in which the leased vehicle can no longer be found. The number of skips were              in 20        ,              in 20        ,              in 20        ,              in 20         and              in 20        . “Average Dollar Amount of Lease Balance Outstanding” means the net book value of the outstanding leases serviced by Ally Financial at that date. “Losses on Repossessions” represents the difference between the net principal balance, which is the principal portion of the remaining monthly payments plus the Stated Residual Value, of lease contracts determined to be uncollectible in the period and the net proceeds from disposition of the related leased vehicles, and does not include any post-disposition recoveries. “Manufacturer’s Support Payments” include both interest rate support, where the implied lease rate under the lease, upon lease origination, is lower than current market rates, and residual value support, where the Stated Residual Value is higher than the ALG Residual upon lease origination.

[The “Number of Repossessions Sold as a Percentage of Ending Number of Lease Contracts Outstanding,” “Number of Repossessions Sold as a Percentage of Average Number of Lease Contracts Outstanding,” “Losses on Repossessions (Without Giving Effect to Manufacturer’s Support Payments) as a Percentage of Ending Dollar Amount of Lease Balance Outstanding” and “Losses on Repossessions (Without Giving Effect to Manufacturer’s Support Payments) as a Percentage of Average Dollar Amount of Lease Balance Outstanding” for the              months ended             , 20         and             , 20         are reported as annualized rates, which may not reflect the actual annual results.]

	At or For the Months Ended         ,
	20		20		20
Ending Number of Lease Contracts Outstanding
Average Number of Lease Contracts Outstanding
Number of Repossessions Sold
Number of Repossessions Sold as a Percentage of Ending Number of Lease Contracts Outstanding						%
Number of Repossessions Sold as a Percentage of Average Number of Lease Contracts Outstanding						%
Ending Dollar Amount of Lease Balance Outstanding (in thousands)	$		$		$
Average Dollar Amount of Lease Balance Outstanding (in thousands)	$		$		$
Losses on Repossessions (Without Giving Effect to Manufacturer’s Support Payments) (in thousands)
Average Losses on Repossessions (Without Giving Effect to Manufacturer’s Support Payments) Per Vehicle
Losses on Repossessions (Without Giving Effect to Manufacturer’s Support Payments) as a Percentage of Ending Dollar Amount of Lease Balance Outstanding		%		%		%
Losses on Repossessions (Without Giving Effect to Manufacturer’s Support Payments) as a Percentage of Average Dollar Amount of Lease Balance Outstanding		%		%		%

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Vehicle Return Experience

The information in the following table includes only returned vehicles sold by Ally Financial and excludes vehicles sold to consumers and repossessed vehicles. Ally Financial believes that substantially all of the leased vehicles in the U.S. lease portfolio that it services are returned to Ally Financial upon scheduled or early termination of the leases. “Scheduled Terminations” do not include lease terminations under the Pull Ahead Program, but “Early Terminations” and “All Terminations” include those terminations. “Full Termination Ratio” is the ratio, expressed as a percentage, of the number of scheduled termination returned vehicles sold during the stated period by Ally Financial over the number of leases scheduled to terminate during the stated period. “Loss/(Gain) versus ALG Residual” equals the net principal balance of leases at termination less the sum of (1) the portion of the Stated Residual Value in excess of ALG Residual, (2) sales proceeds, (3) other proceeds paid by the lessee before account system termination and (4) any amounts waived pursuant to any Pull Ahead Programs, recoveries from the lessee after account system termination relating to the principal portion of lease payments due and excess mileage and wear charges, if any. For a discussion of recent trends in residual value gains and losses, see “Residual Values—Determination of Residual Value.” We give no assurances that per unit losses on the leased vehicles in the 20        -SN- pool will be similar to Ally Financial’s historical experience for the entire lease portfolio that it services, nor can we ascertain whether losses will increase or decrease.

	At or for the Months Ended             ,
	20		20		20		20
Total Number of Leases Scheduled to Terminate
Scheduled Terminations
Number of Returned Vehicles
Total ALG Residual of Returned Vehicles (in thousands)	$		$		$		$
Total ALG Residual of Returned Vehicles as % of Adjusted MSRP		%		%		%		%
Full Termination Ratio		%		%		%		%
Loss/(Gain) versus ALG Residual (in thousands)	$		$		$		$
Average Loss/(Gain) versus ALG Residual	$		$		$		$
Loss/(Gain) versus ALG as a Percentage of Total ALG Residual of Returned Vehicles		%		%		%		%
Early Terminations
Number of Returned Vehicles
Total ALG Residual of Returned Vehicles (in thousands)	$		$		$		$
Total ALG Residual of Returned Vehicles as % of Adjusted MSRP		%		%		%		%
Loss/(Gain) versus ALG Residual (in thousands)	$		$		$		$
Average Loss/(Gain) versus ALG Residual	$		$		$		$
Loss/(Gain) versus ALG as a Percentage of Total ALG Residual of Returned Vehicles				%		%		%
All Terminations
Average Loss/(Gain) versus ALG Residual	$		$		$		$
Loss/(Gain) versus ALG as a Percentage of Total ALG Residual of Returned Vehicles				%		%		%

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RESIDUAL VALUES

Determination of Residual Value

Ally Financial uses residual values set by Automotive Lease Guide Co. (“ALG”) for the General Motors vehicles [and vehicles of other manufacturers] that it leases for itself and Ally Bank. Ally Financial mitigates the risk on new originations by adjusting the residual values set forth by ALG. The risk-adjusted factor is currently established based on the historical performance of ALG. ALG is an independent publisher of vehicle residual value percentages and is frequently used for comparison purposes in the vehicle leasing industry. Historically, Ally Financial used 100% of the ALG published values. Ally Financial distributes risk-adjusted residual value tables based on residual values from ALG to its branches and franchised dealers quarterly. See “Description of Auto Lease Business of Ally Financial—Determination of Residual Value” in the accompanying prospectus.

Beginning in 2004, Ally Financial experienced an improvement in residual value performance over the 2000 to 2003 period and reported a marginal residual gain versus ALG Residual for all terminations in the aggregate. From 2005 through 2007, Ally Financial continued to experience aggregate residual gains. In 2008, due to the economic downturn, Ally Financial experienced residual value losses as used car values declined, which continued into the early part of 2009. As the used car market recovered in the second half of 2009, Ally Financial once again experienced marginal residual gains. We cannot assure you that this trend towards declining residual value losses and increasing residual value gains will continue or that residual value losses experienced in future periods will be greater or less than residual value losses experienced in previous periods.

Pull Ahead Programs

General Motors implemented the first Pull Ahead Program in 2000. These programs are employed to promote customer loyalty by offering attractive early termination options and to provide lessees with an incentive to purchase or lease new General Motors vehicles. These programs can also be used to shift vehicles out of peak termination months and to increase the number of off-lease vehicles that are sold or auctioned during those months in which the purchase price for off-lease vehicles tends to be higher. Ally Financial acts as pull ahead agent for General Motors (in such capacity, the “Pull Ahead Agent”) in administering a Pull Ahead Program. Although General Motors, or the Pull Ahead Agent on behalf of General Motors, may commence a Pull Ahead Program, under the COLT Servicing Agreement only Ally Financial as Servicer (or any successor servicer) is permitted to extend, modify or assume payments under the leases subject to the Pull Ahead Program. The terms of the leases do not give any lessee the right to instigate or participate in a Pull Ahead Program.

Under a Pull Ahead Program, General Motors or the Pull Ahead Agent may elect to permit qualified lessees to terminate their leases prior to their respective scheduled lease end dates without having to make their remaining Monthly Lease Payments. In order to qualify for this program, the lessee must return its leased vehicle to a General Motors dealer and purchase or lease a new General Motors vehicle. The lessee remains obligated to pay all accrued and unpaid monthly lease payments (other than Monthly Lease Payments waived in connection with the Pull Ahead Program) and any applicable excess mileage and excess wear charges based on the original lease terms. Under the Pull Ahead Funding Agreement, a lease becomes a Pull Ahead Lease Asset as of the end of the Collection Period during which the Servicer has received actual notice that the lessee elected to terminate the lease prior to its scheduled lease end date by delivery of the leased vehicle to a dealer in connection with the Pull Ahead Program and the related lessee has made payment of all required Monthly Lease Payments and any other required amount pursuant to the Pull Ahead Program. Under the COLT Servicing Agreement, the Servicer permits a lessee to participate in a Pull Ahead Program and modifies the related lease by accepting the Pull Ahead Payment from the Pull Ahead Agent in lieu of receiving the remaining monthly payments from the lessee as described below. On the first business day of each Collection Period, the Servicer (if the Servicer is not Ally Financial) will notify the Pull Ahead Agent of the aggregate amount of Pull Ahead Payments for the preceding Collection Period.

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The Pull Ahead Funding Agreement will require the Pull Ahead Agent to pay the Pull Ahead Payment to the Servicer (whether Ally Financial or any successor servicer) for deposit into the COLT collection account. Pull Ahead Payments will be due on the second business day of the Collection Period following any Collection Period in which an early termination under a Pull Ahead Program has occurred or, if the Monthly Remittance Condition is satisfied, on the third business day preceding the related payment date. The Servicer (whether Ally Financial or any successor servicer) will be required to deposit the Pull Ahead Payments into the COLT collection account on the same day that it is received. The Servicer may also direct the Pull Ahead Agent to deposit Pull Ahead Payments directly into the COLT collection account. Any failure by Ally Financial, as Servicer, to obtain and deposit the Pull Ahead Payments would be a Servicer default under the COLT Servicing Agreement. For a successor servicer, the failure to obtain a Pull Ahead Payment from the Pull Ahead Agent will not be a Servicer default, but the failure to deposit any Pull Ahead Payment it receives will be a Servicer default. If a Servicer default has occurred and remains unremedied the COLT Indenture Trustee may terminate the Servicer. See “The Transfer and Servicing Agreements—Servicer Default” in the accompanying prospectus. No lessee under a Lease Asset will be permitted to participate in any Pull Ahead Program unless: (1) the lessee has paid all amounts due and payable by the lessee under the lease on or before the date of the lessee’s election to terminate the lease (other than (A) excess wear and excess mileage charges, which will be charged to the lessee to the extent applicable in accordance with the lease and customary servicing practices, and (B) any remaining Monthly Lease Payments that have been waived pursuant to the Pull Ahead Program); and (2) the Pull Ahead Agent has made all Pull Ahead Payments that were due and payable as described above for all previous Pull Ahead Lease Assets on or prior to the date that is five business days before the date that the Lease Asset is deemed to have become a Pull Ahead Lease Asset. If the Pull Ahead Agent does not pay all Pull Ahead Payments to or at the direction of the Servicer in a timely manner for deposit into the COLT collection account, the Servicer (whether Ally Financial or any successor servicer) will be required to use commercially reasonable efforts to collect any such unpaid Pull Ahead Payments and deposit them into the COLT collection account.

Pull Ahead Experience

The average amount of waived monthly payments and number of leases with waived payments by the Pull Ahead Agent for the fiscal quarters set forth below are as follows:

Period	Average Amount Per Vehicle Waived	Number of Pull Ahead Lease Contracts Waived
Quarter 20	$
Quarter 20	$
Quarter 20	$
Quarter 20	$
Quarter 20	$
Quarter 20	$
Quarter 20	$
Quarter 20	$
Quarter 20	$
Quarter 20	$

Experience under each Pull Ahead Program varies based on the length of the program, the number of Monthly Lease Payments to be waived and the “pull from” period targeted. Over the past few years, General Motors has shifted from assuming all Monthly Lease Payments remaining on a lease during a Pull Ahead Program to assuming less than all remaining Monthly Lease Payments. The number of Monthly Lease Payments assumed by General Motors has steadily declined since 2005 to three Monthly Lease Payments in the most recent Pull Ahead Program in 2010. Any Monthly Lease Payments beyond those assumed by General Motors are solely the lessee’s responsibility.

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The reduction in the number of Monthly Lease Payments waived by General Motors has reduced the corresponding Pull Ahead Payments collected by Ally Financial from General Motors for waived Monthly Lease Payments. The number of lessees participating in the Pull Ahead Programs is also lower than historical levels due to the increased lessee responsibility for remaining Monthly Lease Payments. This is particularly true for lessees with scheduled lease end dates during the later months of the “pull from” period.

Historical programs would typically have had “pull from” periods of seven to eight months in duration with General Motors waiving all remaining Monthly Lease Payments. The most recent program had a “pull from” period of six months with General Motors waiving up to three payments. The amount collected per vehicle will also vary based on the current mix of vehicles returned during a given Pull Ahead Program.

STATIC POOL DATA

Static pool data (1) regarding all of the sponsor’s publicly offered securitized pools of automotive leases acquired since 2004, which is the year when the sponsor began securitizing automotive leases similar to the Lease Assets, as well as [two] privately offered securitization pools and (2) by vintage years for purchases by the sponsor of automotive leases similar to the Lease Assets during the preceding five years, is included in Appendix A of this prospectus supplement. Appendix A is incorporated by reference into this prospectus supplement, except to the extent the information therein relates to the sponsor’s originations of automotive leases prior to January 1, 2006.

WEIGHTED AVERAGE LIFE OF THE OFFERED NOTES

The rate of payment of principal on the offered notes is uncertain. Events that could affect the timing of the repayment of principal include (1) Ally Financial’s repurchase of the Lease Assets in specified circumstances, such as in the case of breaches of Ally Financial’s representations with respect to the leased assets, (2) early termination of leases, including defaults on the Lease Assets and casualty losses on the lease vehicles, (3) extensions or deferrals on leases, and delays in the disposition of any returned vehicles, if payments are not advanced by the Servicer, (4) early termination of leases under a Pull Ahead Program and (5) the Servicer’s optional purchase of all remaining Lease Assets after the Aggregate ABS Value of the Lease Assets declines to     % or less of the Initial ABS Value of the Lease Assets. None of these events can be predicted with certainty. The proceeds of early terminations (including payment in respect of the Stated Residual Value of the Lease Asset) may be in the form of proceeds resulting from early lease terminations, insurance proceeds, liquidation proceeds, Pull Ahead Payments or repurchase payments made by Ally Financial.

The following information is provided solely to illustrate the effect of prepayments of the leases and the related vehicles on the unpaid principal amounts of the notes and the weighted average life of the notes under the assumptions stated below, and is not a prediction of the prepayment rates that might actually be experienced with respect to the Lease Assets.

Prepayments on automotive leases can be measured by a prepayment standard or model. The prepayment model used in this prospectus supplement is expressed in terms of percentages of the Absolute Prepayment Model, or “ABS,” a prepayment model that assumes a constant percentage of the original number of leases in the pool prepays each month. The base prepayment assumption, which we refer to in this prospectus supplement as the “100% Prepayment Assumption,” assumes that the original principal balance of the Lease Assets will prepay as follows:

(1) In month one, prepayments will occur at     % ABS and increase by approximately     % (    %/            ) ABS each month until reaching     % ABS in the              month of the lease term;

(2) Prepayments will then increase by approximately     % (     %             ) ABS each month until reaching     % ABS in the              month of the lease term; and

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(3) Prepayments will remain at     % ABS in months              through              of the lease term and decrease to     % ABS in the              month of the lease term and remain at that level until the lease has been paid in full.

Neither any ABS nor the 100% Prepayment Assumption purports to be a historical description of the prepayment or a prediction of the anticipated rate of prepayment of the Lease Assets. We cannot assure you that the leases will prepay at the levels of the 100% Prepayment Assumption or at any other rate.

The tables below under the heading “Percentage of Initial Note Principal Balance Outstanding at Various ABS Percentages” have been prepared on the basis of the indicated percentage of the Prepayment Assumption. The indicated percentages have been applied to an initial hypothetical pool of Lease Assets [and to each subsequent hypothetical pool of Lease Assets acquired during the revolving period].

The “[initial] hypothetical pool of Lease Assets” is a pool of uniform Lease Assets with aggregate remaining Monthly Lease Payments in each month, measured as of the [initial] cut-off date, equal to those of the Lease Assets owned by the issuing entity on the closing date. The table below under the heading “Schedule of Remaining Monthly Lease Payments and Residual Values” sets forth the remaining Monthly Lease Payments in each month, measured as of the [initial] cut-off date, on the Lease Assets owned by COLT on the [initial] closing date. The [initial] aggregate [present value] [ABS Value] of these remaining payments, using a discount rate of     % per annum to discount the [initial] Lease Assets, is equal to $            .

[Each “subsequent hypothetical pool of Lease Assets” is a pool of Lease Assets, consisting of hypothetical pools of Lease Assets in the same ratio and with the same characteristics in terms of annual implied lease rate, original term and remaining term as were purchased on the initial closing date, that will be acquired on a closing date during the revolving period.

The purchase price of each subsequent hypothetical pool of Lease Assets will be equal to the discounted present value of all Lease Assets in each of those pools—using a     % per annum discount rate. Each subsequent hypothetical pool of Lease Assets, as of the applicable cut-off date, will have assumed aggregate remaining Monthly Lease Payments in each month that are proportionate to the aggregate remaining Monthly Lease Payments on the initial hypothetical pool of Lease Assets as of the initial cut-off date.]

In addition, the tables below were prepared on the basis of certain assumptions, including that:

(1) as of the cut-off date,             months have elapsed since the inception of the leases;

(2) all Monthly Lease Payments are timely received and no lease is ever delinquent;

(3) no repurchase payment is required to be made by the Servicer in respect of any Lease Asset except as set forth below;

(4) no repurchase payment is required to be made by the Trust Administrator in respect of any secured note except as set forth below;

(5) each payment on the leases is made on the last day of each month, whether or not that day is a business day and each month has 30 days;

(6) there are no credit losses in respect of the Lease Assets;

(7) all terminated leases are payments in full of all outstanding Monthly Lease Payments and realization in full of all ALG Residuals;

(8) payments on the notes are made on each distribution date, and each distribution date is assumed to be the fifteenth day of each applicable month whether or not that day is a business day;

(9) interest accrues on the Class A-1 Notes, the Class A-2a, the Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4 Notes, the Class B-1 Notes, the Class B-2 Notes and the Class

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C Notes at a fixed interest rate of     %,     %,     %,     %,     %,     %,     % and     %, respectively, per annum and none of the notes accrues interest at a floating rate;

(10) interest accrues on all notes (other than the Class A-1 Notes) based on a 360-day year consisting of twelve 30-day months and interest accrues on the Class A-1 Notes based on actual days elapsed during the period for which interest is payable and a 360-day year;

(11) except as indicated in the following tables, the Servicer does not exercise its option to purchase the secured notes after the Aggregate ABS Value of the Lease Assets has declined to % or less of the Initial ABS Value of the Lease Assets;

(12) the closing date occurs on                     , 20        ;

(13) no [early amortization event or] event of default occurs under the CARAT Indenture or the COLT Indenture;

[(14) during the revolving period, the issuing entity invests all amounts available in additional secured notes secured by additional Lease Assets;]

[(15) there are no funds in the accumulation account at any time;]

(16) the Initial ABS Value as of the cut-off date is $            , based on the Discount Rate of     %;

(17) the Basic Servicing Fee is equal to [1.00]% per annum, based on twelve 30 day months. All other fees and expenses are equal to zero;

(18) the notes will have the initial principal amounts set forth on the cover of this prospectus supplement and the initial principal amounts of the Class A-1 Notes, the Class A-2c Notes and the Class A-3c Notes will be $            , $             and $            , respectively; and

(19) the Mandatory Prepayment Amount is paid.

There can be no assurance as to what the actual levels of losses and delinquencies on the Lease Assets will be. Because payments on the leases and related leased vehicles will differ from those used in preparing the following tables, distributions of principal on the notes may be made earlier or later than as set forth in the tables. Investors are urged to make their investment decisions on a basis that includes their determination as to anticipated prepayment rates under a variety of the assumptions discussed herein.

Additional information on the effect of prepayment on the notes can be found under “Weighted Average Life of the Securities” in the accompanying prospectus.

Percentage of Initial Note Principal Balance Outstanding at Various ABS Percentages

The following tables set forth the percentages of the unpaid principal balance of each class of notes that would be outstanding after each of the dates shown, based on the rates equal to 0%, 50%, 75%, 100%, 125%, 150% and 175% of the Prepayment Assumption. As used in the table, “0% Prepayment Assumption” assumes no prepayments on a lease, “50% Prepayment Assumption” assumes that a lease will prepay at 50% of the Prepayment Assumption and so forth.

The weighted average life of a class of offered notes as set forth in each of the tables below is determined by (a) multiplying the amount of each principal payment on a note of that class by the number of years from the date of the issuance of the related note to the related distribution date, (b) adding the results, and (c) dividing the sum by the related initial principal amount of the note. The calculation in the row in each of the tables below labeled on the closing date “Weighted Average Life (Years) to Call” assumes that the Servicer exercises its option to purchase the Lease Assets on the earliest permissible date. The calculation in the row in each of the tables listed below labeled “Weighted Average Life (Years) to Maturity” assumes that the Servicer does not exercise its option to purchase the Lease Assets. If the Servicer were to exercise its     % clean-up call option, noteholders would receive all unpaid principal on their notes at the time of the call and the notes would cease to be outstanding.

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Percentage of the Initial Principal Balance Outstanding—Class A-1 Notes

Distribution Date	Prepayment Assumption
	0%	50%	75%	100%	125%	150%	175%
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
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[            ]
[            ]
[            ]
[            ]
[            ]
Weighted Average Life to Maturity
Weighted Average Life to Call

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Percentage of the Initial Principal Balance Outstanding—Class A-2 Notes

Distribution Date	Prepayment Assumption
	0%	50%	75%	100%	125%	150%	175%
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
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[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
Weighted Average Life to Maturity
Weighted Average Life to Call

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Percentage of the Initial Principal Balance Outstanding—Class A-3 Notes

Distribution Date	Prepayment Assumption
	0%	50%	75%	100%	125%	150%	175%
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
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[            ]
[            ]
[            ]
[            ]
[            ]
Weighted Average Life to Maturity
Weighted Average Life to Call

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Percentage of the Initial Principal Balance Outstanding—Class A-4 Notes

Distribution Date	Prepayment Assumption
	0%	50%	75%	100%	125%	150%	175%
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
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[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
Weighted Average Life to Maturity
Weighted Average Life to Call

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Percentage of the Initial Principal Balance Outstanding—Class B Notes

Distribution Date	Prepayment Assumption
	0%	50%	75%	100%	125%	150%	175%
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
Weighted Average Life to Maturity
Weighted Average Life to Call

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Percentage of the Initial Principal Balance Outstanding—Class C Notes

Distribution Date	Prepayment Assumption
	0%	50%	75%	100%	125%	150%	175%
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
Weighted Average Life to Maturity
Weighted Average Life to Call

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Schedule of Remaining Monthly Lease Payments and Residual Values

Collection Period	Monthly Lease Payments and Residual Values
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]
[            ]

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THE NOTES

The notes will be issued pursuant to the terms of the CARAT Indenture. A sample CARAT Indenture was filed as an exhibit to the registration statement of which this prospectus supplement forms a part, but the sample CARAT Indenture does not describe the specific terms of the notes. A copy of the final CARAT Indenture under which the notes are issued will be available to noteholders from the depositor upon request and will be filed with the SEC simultaneously with or prior to the filing of the final prospectus for the notes. The following summary, when read in conjunction with the section titled “The Notes” in the accompanying prospectus, describes the material terms of the notes and the CARAT Indenture. Where particular provisions or terms used in the CARAT Indenture are referred to, the actual provisions, including definitions of terms, are incorporated by reference as part of the summary.

[Citibank, N.A., a national banking association and wholly owned subsidiary of Citigroup Inc., a Delaware corporation, will be the CARAT Indenture Trustee and the COLT Indenture Trustee. Citibank, N.A. performs as the CARAT Indenture Trustee and the COLT Indenture Trustee through the Agency and Trust line of business, which is part of the Global Transaction Services division. Citibank, N.A. has primary corporate trust offices located in both New York and London. Citibank, N.A. is a leading provider of corporate trust services offering a full range of agency, fiduciary, tender and exchange, depositary and escrow services. [As of the end of the first quarter of 2010, Citibank’s Agency and Trust group manages in excess of $4.5 trillion in fixed income and equity investments on behalf of approximately 2,800 corporations worldwide.] Since 1987, Citibank Agency and Trust has provided trustee services for asset-backed securities containing pool assets consisting of airplane leases, auto loans and leases, boat loans, commercial loans, commodities, credit cards, durable goods, equipment leases, foreign securities, funding agreement backed note programs, truck loans, utilities, student loans and commercial and residential mortgages. [As of the end of the first quarter of 2010, Citibank, N.A. acts as indenture trustee and/or paying agent for approximately 109 various asset backed trusts supported by auto loans or leases.]

All payments required to be made on the notes will be made monthly on each distribution date.

The principal amount, interest rate and the final scheduled distribution date for the offered notes are as set forth on the cover of this prospectus supplement. The corresponding information for the Class A-1 Notes, Class A-2c Notes and Class A-3c Notes, which are not offered hereby, is set forth in the following table:

	Class A-1 Notes	Class A-2c Notes	Class A-3c Notes
Principal amount	$	$	$
Interest rate	%	One-Month LIBOR plus     %	One-Month LIBOR plus     %
Final scheduled distribution date	, 20	, 20	, 20

LIBOR

The interest rates for the floating rate notes and the floating rate payments received by the issuing entity on the related interest rate swap will be based on “One-Month LIBOR” plus an applicable spread. One-Month LIBOR will be the rate for deposits in U.S. Dollars for a period of one month that appears on the Reuters Screen LIBOR 01 Page as of 11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the preceding distribution date or, in the case of the initial distribution date, on the day that is two LIBOR Business Days prior to the closing date. If that rate does not appear on the Reuters Screen LIBOR 01 Page—or any other page as may replace that page on that service, or if that service is no longer offered, any other service for displaying One-Month LIBOR or comparable rates as may be selected by the CARAT indenture trustee for consultation with the depositor—then One-Month LIBOR will be the Reference Bank Rate.

Payments of Interest

Interest on the unpaid principal balance of each class of notes will accrue at the applicable interest rate and will be paid monthly on each distribution date.

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Each distribution date will be a payment date as described in the accompanying prospectus. For the first distribution date, interest will accrue on the notes from and including the closing date to but excluding the first distribution date. For each subsequent distribution date, interest will accrue on the notes from and including the immediately preceding distribution date to but excluding the next distribution date. For each class of notes, interest will be payable on each distribution date in an amount equal to the Note Class Interest Distributable Amount for that distribution date. Interest on floating rate notes (including the Class A-1 Notes) will be calculated on the basis of actual days elapsed during the period for which interest is payable and a 360-day year. Interest on fixed rate notes (other than the Class A-1 Notes) will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Interest payments on all classes of notes sharing an alphabetical designation will have the same priority. Under some circumstances, the amount available to make these payments could be less than the amount of interest payable on the Class A Notes, the Class B Notes or the Class C Notes, as applicable, on any distribution date. In that case, each class of noteholders will receive its ratable share of the aggregate amount available to be distributed in respect of interest on this class of notes. Each class’s ratable share of the aggregate amount available will be based upon the aggregate amount of interest due to that class of noteholders on that distribution date. See “The Transfer and Servicing Agreements—Distributions on the Notes” in this prospectus supplement. No interest will be paid on the Class B Notes on any distribution date until all interest due and payable on the Class A Notes has been paid in full and no interest will be paid on the Class C Notes on any distribution date until all interest due and payable on the Class A Notes and the Class B Notes has been paid in full.

Interest on the Class A-1 Notes, the Class A-2b Notes, the Class A-3b Notes, the Class A-4 Notes, the Class B-2 Notes and the Class C Notes will be calculated on the basis of actual days elapsed during the period for which interest is payable and a 360-day year. Interest on the Class A-2a Notes, the Class A-3a Notes and the Class B-1 Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Failure to pay the full Note Class Interest Distributable Amount for the Controlling Class on any distribution date will constitute an event of default under the CARAT Indenture after a five-day grace period. While any of the Class A Notes remain outstanding, failure to pay interest due on the Class B Notes and the Class C Notes and while any of the Class B Notes remain outstanding, failure to pay interest due on the Class C Notes, in each case, after a five-day grace period, will not be an event of default under the CARAT Indenture. See “The Notes—The CARAT Indenture—CARAT Events of Default; Rights Upon CARAT Event of Default” in the accompanying prospectus.

If an event of default occurs under the CARAT Indenture and the notes are accelerated, until the time when all events of default have been cured or waived as provided in the CARAT Indenture, the issuing entity will pay principal first on the Class A Notes, pro rata among the classes of the Class A Notes based on their respective unpaid principal balances. No interest will be payable on the Class B Notes until all principal of and interest on the Class A Notes have been paid in full. No interest will be payable on the Class C Notes until all principal of and interest on the Class A Notes and the Class B Notes have been paid in full. See “The Transfer and Servicing Agreements—Distributions on the Notes—Priorities for Distributions from CARAT Collection Account[: Amortization Period]” below.

Payments of Principal

[Revolving Period. Principal payments will not be made on the notes during the revolving period. If an Early Amortization Event occurs, the revolving period will end and noteholders will receive payments of principal earlier than expected. See “The Transfer and Servicing Agreements—The Revolving Period” in this prospectus supplement.]

[Amortization Period.] On each distribution date related to the amortization period, the Aggregate Noteholders’ Principal Distributable Amount will be applied to make principal payments on the notes. Principal

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payments will be applied to the notes in sequential priority, which means that no principal payments will be made on any class of notes until all notes with a lower alphabetical and, with respect to the Class A Notes only, lower numerical designation have been paid in full. Thus, on each distribution date related to the amortization period, the Aggregate Noteholders’ Principal Distributable Amount will be applied to the notes as follows:

• First, to the Class A-1 Notes until paid in full;

• Second, to the Class A-2 Notes, pro rata among the Class A-2a Notes, the Class A-2b Notes and the Class A-2c Notes, until the Class A-2 Notes are paid in full;

• Third, to the Class A-3 Notes, pro rata among the Class A-3a Notes, the Class A-3b Notes and the Class A-3c Notes, until the Class A-3 Notes are paid in full;

• Fourth, to the Class A-4 Notes until paid in full;

• Fifth, to the Class B Notes, pro rata among the Class B-1 Notes and the Class B-2 Notes, until the Class B Notes are paid in full; and

• Sixth, to the Class C Notes, until the Class C Notes are paid in full.

At any time that the principal balances of the notes have been declared due and payable following the occurrence of an event of default under the CARAT Indenture or following the deposit into the CARAT collection account of the proceeds of the sale or other disposition of the issuing entity assets, principal payments on each class of notes will be made, first on the Class A Notes, pro rata among all classes based on their respective unpaid principal balances until those notes have been paid in full, and then in the order set forth above for the Class B Notes and Class C Notes, until all events of default have been cured or waived as provided in the CARAT Indenture.

The remaining outstanding principal amount of each class of notes will be due on the applicable final scheduled distribution date. Failure to pay the full principal amount of a class of notes on or before the applicable final scheduled distribution date will constitute an event of default under the CARAT Indenture.

Servicer Purchase Option

If the Servicer exercises its option to purchase the Lease Assets on a distribution date after the Aggregate ABS Value of the Lease Assets on the last day of the related Collection Period has declined to [    ]% or less of the Initial ABS Value of the Lease Assets, then the outstanding notes, if any, will be redeemed in whole, but not in part, on the same distribution date. The Servicer’s option is described in the accompanying prospectus under “The Transfer and Servicing Agreements—Termination—Servicer Purchase Option.” The redemption price for the notes will be equal to the unpaid principal amount of the notes plus accrued and unpaid interest.

Delivery of Notes

The notes will be issued on or about the closing date in book entry form through the facilities of DTC, Clearstream and the Euroclear System against payment in immediately available funds. See “Book Entry Registration; Reports to Securityholders—Book-Entry Registration” in the accompanying prospectus.

Controlling Class

For purposes of the Transfer and Servicing Agreements, the “Controlling Class” will be (a) so long as the Class A Notes are outstanding, the Class A Notes, (b) if the Class A Notes are no longer outstanding but the Class B Notes are outstanding, the Class B Notes and (c) if the Class A Notes and the Class B Notes are no longer outstanding but the Class C Notes are outstanding, the Class C Notes. During an event of default under the CARAT Indenture, the holders of a majority of the principal amount of the Controlling Class have the right to direct the CARAT indenture trustee to exercise one or more of the available remedies specified in the CARAT

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Indenture relating to the property of the issuing entity, including selling the secured notes. See “The Notes—The CARAT Indenture—CARAT Event of Default; Rights Upon CARAT Event of Default” in the accompanying prospectus. The holders of a majority of the principal amount of the Controlling Class, under specified circumstances, also have the right to waive Trust Administrator defaults, as described in “The Transfer and Servicing Agreements—Trust Administrator Default” in the accompanying prospectus or to terminate the Trust Administrator. See “The Transfer and Servicing Agreements—Rights Upon Trust Administrator Defaults” and “—Waiver of Past Defaults of Trust Administrator” in the accompanying prospectus. The Controlling Class has other rights, as specified in the accompanying prospectus.

THE TRANSFER AND SERVICING AGREEMENTS

The parties will enter into the Transfer and Servicing Agreements. See “The Transfer and Servicing Agreements” in the accompanying prospectus. The depositor has filed sample forms of the Transfer and Servicing Agreements as exhibits to the registration statement of which this prospectus supplement forms a part, but the sample agreements do not describe the specific terms of the notes. Copies of the final Transfer and Servicing Agreements for the notes will be available to noteholders from the depositor upon request and will be filed with the SEC simultaneously with or prior to the filing of the final prospectus for the notes. The following summary, when read in conjunction with the section titled “The Transfer and Servicing Agreements” in the accompanying prospectus, describes the material terms of the Transfer and Servicing Agreements. Where particular provisions or terms used in the Transfer and Servicing Agreements are referred to, the actual provisions, including definitions of terms, are incorporated by reference as part of the summary.

Servicing and Administration Compensation and Payment of Expenses

Compensation for Servicing the Lease Assets. Ally Financial shall act as the Servicer of the Lease Assets. In that capacity, to the extent of available funds, Ally Financial will be entitled to receive the Basic Servicing Fee [and the Additional Servicing Fee]. The “Basic Servicing Fee,” with respect to any distribution date, is the product of (1) the Aggregate ABS Value of the Lease Assets at the opening of business on the first day of the related Collection Period, (2) 1/12 (or with respect to the first distribution date, a fraction, the numerator of which is [    ] and the denominator of which is 360, and (3) [1.00]%. [The “Additional Servicing Fee,” with respect to any distribution date, is the additional fee payable to the Servicer for services rendered during the related Collection Period, which will be equal to the sum of (1) 1/12th of [1.00]% multiplied by the Aggregate ABS Value of the Lease Assets at the opening of business on the first day of the related Collection Period (or, for the first distribution date, [1.00]% multiplied by a fraction, the numerator of which is [    ] and the denominator of which is 360, multiplied by the initial Aggregate ABS Value of the Lease Assets) and (2) any unpaid Additional Servicing Fee from any prior distribution date.]

As the Servicer, Ally Financial also receives a Supplemental Servicing Fee, which includes investment earnings on COLT trust accounts other than the accumulation account and any late fees, disposition fees, prepayment charges and other administrative fees and expenses or similar charges, and certain other proceeds from Lease Assets that have terminated. The COLT Servicing Agreement requires the Servicer to pay from its own funds, which includes any servicing fees paid to it, but does not include the COLT trust estate, all expenses incurred by the Servicer in connection with its activities as the Servicer, including the fees and expenses of the COLT owner trustee, the COLT indenture trustee, the VAULT Trustee, fees and disbursements of independent accountants retained in connection with the COLT Servicing Agreement, taxes imposed upon the Servicer in connection with distributions and reports by or on behalf of the Servicer to the holders of the secured notes or the COLT equity certificates and expenses incurred in connection with servicing Liquidating Lease Assets. See “The Transfer and Servicing Agreement—Servicing and Administration Compensation and Payment of Expenses—Servicing of Underlying Leases and Leased Vehicles” in the accompanying prospectus.

Servicing of Liquidating Lease Assets. The Transfer and Servicing Agreements provide that Ally Financial, as the Servicer, can exercise discretion, consistent with its customary servicing procedures and the

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terms of the Transfer and Servicing Agreements, in servicing Liquidating Lease Assets so as to maximize the collection of these Liquidating Lease Assets. In addition, the Transfer and Servicing Agreements also provide Ally Financial, as the Servicer, with broad discretion to choose to sell, or not to sell, any of the Liquidating Lease Assets. See “Description of the Auto Lease Business of Ally Financial” in the accompanying prospectus for a discussion of the Servicer’s customary servicing procedures. The Servicer is entitled to reimbursement of certain expenses it has incurred in connection with the servicing of Liquidating Lease Assets. See “The Transfer and Servicing Agreements—Servicing and Administration Procedures—Servicer” in the accompanying prospectus.

Compensation for Administering the Trust. Ally Financial will act as the Trust Administrator for the Trust. In that capacity, Ally Financial will handle all payments, administer defaults and delinquencies and perform other duties relating to the issuing entity. On each distribution date, the issuing entity will pay Ally Financial, as the Trust Administrator, the Administration Fee for providing the services. The amount payable on a distribution date with respect to Administration Fees consists of the Administration Fee for the previous Collection Period and unpaid Administration Fees from prior distribution dates. The “Administration Fee” is one-twelfth of [0.01]% of the aggregate Secured Note Principal Balance at the opening of business on the first day of the Collection Period. See “The Transfer and Servicing Agreements—Servicing and Administration Compensation and Payment of Expenses—Administering the Trust” in the accompanying prospectus.

[The Revolving Period

During the revolving period, noteholders will not receive principal payments. Instead, on each distribution date during the revolving period, the issuing entity will seek to reinvest amounts that would otherwise be distributed as principal in additional secured notes to be purchased from the depositor. These additional secured notes will be secured by additional Lease Assets sold by Ally Financial to COLT.

Ally Financial will sell and COLT will purchase additional Lease Assets meeting the eligibility requirements described in “The Lease Assets and the Secured Notes—Criteria Applicable to the Selection of Additional Lease Assets During the Revolving Period.” The purchase price for each additional Lease Asset will be the Secured Note Percentage of the initial Aggregate ABS Value of those additional Lease Assets and COLT will issue additional secured notes in the same amount. COLT will seek to purchase additional Lease Assets from Ally Financial, with a purchase price equal to the reinvestment amount, to the extent of available funds. Ally Financial will seek to make Lease Assets available to COLT as additional Lease Assets in an amount approximately equal to the amount of the available funds, but it is possible that Ally Financial will not have sufficient additional Lease Assets for this purpose. Any portion of available funds that is not used to purchase additional Lease Assets on a distribution date during the revolving period will be deposited into the accumulation account and applied on subsequent distribution dates in the revolving period to purchase additional Lease Assets. Securityholders will be notified of the purchase of additional Lease Assets on Form 10-D.

The amount of additional Lease Assets and percentage of Lease Asset pool will be determined by the amount of cash available from payments and prepayments on existing Lease Assets. There are no stated limits on the amount of additional Lease Assets allowed to be purchased during the revolving period in terms of either dollars or percentage of the initial Lease Asset pool. Further, there are no requirements regarding minimum amounts of additional Lease Assets that can be purchased during the revolving period.

The revolving period consists of the monthly periods beginning with the              monthly period and ending with the              monthly period and the related distribution dates. Reinvestments in additional Lease Assets will be made on each distribution date related to those monthly periods. The revolving period will terminate sooner if an Early Amortization Event occurs in one of those monthly periods, in which case the amortization period will begin and no reinvestment in additional Lease Assets will be made on the related distribution date. During the amortization period, noteholders will be entitled to receive principal payments in accordance with the priorities set forth below in “—Distributions on the Notes.”

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An “Early Amortization Event” will occur if:

• [the amount on deposit in the reserve account is less than the Reserve Account Required Amount for two consecutive months;

• [after payment of the Aggregate ABS Value of additional Lease Assets on any distribution date, the amount on deposit in the accumulation account exceeds 1.00% of the Aggregate ABS Value of the initial Lease Assets;]

• a CARAT Event of Default occurs as described under “The Notes—The CARAT Indenture—CARAT Events of Default; Rights upon CARAT Events of Default” in the accompanying prospectus; or

• a Trust Administrator Default occurs as described under “The Transfer and Servicing Agreements—Trust Administrator Default” in the accompanying prospectus.

[The occurrence of an Early Amortization Event is not necessarily a CARAT Event of Default.]

[The Additional Funding Period

[On the [initial] closing date, $[        ] will be deposited from the proceeds of the sale of the notes into the additional funding account which will be included in the issuing entity assets. The amount deposited from the proceeds of the sale of the notes into the additional funding account is not more than 50% of the proceeds of the offering and represents [        ]% of the initial aggregate ABS Value of the [initial] Lease Assets (including the expected initial aggregate ABS Value of the subsequent Lease Assets. During the additional funding period, Ally Financial will sell subsequent Lease Assets to COLT in exchange for the related subsequent secured notes, the depositor will sell subsequent secured notes to the issuing entity and the issuing entity will acquire subsequent secured notes on a funding date, so long as certain conditions precedent are satisfied and the subsequent Lease Assets satisfy the same eligibility criteria as the Lease Assets transferred to COLT on the [initial] closing date. See “The Lease Assets and the Secured Notes—Criteria Applicable to the Selection of [Initial] Lease Assets” in this prospectus supplement. Funding dates may occur no more than once per calendar week during the additional funding period. Securityholders will be notified of the purchase of subsequent Lease Assets on Form 10-D.

The amount of funds withdrawn from the additional funding account for the acquisition of subsequent secured notes on a funding date will be equal to [        ]% of the aggregate ABS Value of the subsequent Lease Assets being purchased by COLT from Ally Financial on that funding date. The underwriting criteria for subsequent Lease Assets are expected to be substantially the same as those for the [initial] Lease Assets purchased by COLT on the [initial] closing date and thus it is expected that the characteristics of the subsequent Lease Assets acquired during the additional funding period will not vary materially from the characteristics of the [initial] Lease Assets on the [initial] closing date.

The additional funding period will begin on the [initial] closing date and will end on the earliest to occur of:

• [        ] full calendar months following the [initial] closing date;

• the date on which the amount in the additional funding account is $[        ] or less; or

• the occurrence of a CARAT Event of Default.

On the first distribution date following the termination of the additional funding period, the CARAT indenture trustee will withdraw any remaining funds on deposit in the additional funding account (excluding investment earnings or income) and pay those remaining funds to the noteholders in sequential order of priority beginning with the Class A notes, if the aggregate of those amounts is $100,000 or less. If the remaining funds in the additional funding account exceed $100,000, the funds will be paid ratably to the Class B noteholders, until the Class B notes are paid in full and then to the Class C Noteholders, until the Class C notes are paid in full].

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Amounts on deposit in the additional funding account will be invested by the CARAT indenture trustee at the direction of the Trust Administrator in specified eligible investments and investment earnings therefrom will be deposited into the CARAT collection account as part of the Total Available Amount on each distribution date. See “The Transfer and Servicing Agreements—Investment of Funds” in this prospectus supplement.

In connection with each purchase of subsequent Lease Assets, officers on behalf of the Servicer, the depositor, the Trust Administrator and the issuing entity will certify that the requirements summarized above are met with regard to that additional funding. Neither the hired rating agencies rating the notes nor any other person (other than the Servicer, the depositor, the Trust Administrator and the issuing entity) will provide independent verification of that certification.] [Insert any additional disclosure required by Item 1111(g) of Regulation AB.]

Removal of Lease Assets

Following the occurrence of specified uncured breaches of covenants by the Servicer, or specified uncured breaches of representations and warranties by Ally Financial, as seller of the Lease Assets under the COLT Sale and Contribution Agreement, Ally Financial or the Servicer, as applicable, will be obligated to repurchase one or more Lease Assets from COLT at a price equal to the Warranty Payment or the Administrative Purchase Payment, as applicable. For a description of when repurchases may be required, see “The Transfer and Servicing Agreements—Sale and Assignment of Lease Assets and Secured Notes” in the accompanying prospectus. See also “Risk Factors—Timing of Principal Payments on Your Securities is Uncertain” in this prospectus supplement. Securityholders will be notified of any repurchase of Lease Assets by Ally Financial or the Servicer from COLT on Form 10-D.

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Summary of Monthly Deposits to and Withdrawals from COLT and CARAT Accounts *

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Summary of Monthly Deposits to and Withdrawals from COLT and CARAT Accounts *

See “The Transfer and Servicing Agreements—Distributions on the Notes—Priorities for Distributions from CARAT Collection Account[: Amortization Period]” for a description of the relative priorities of each class.

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Distributions on the Secured Notes

On or before each distribution date, the Servicer will transfer all collections on the Lease Assets for the related Collection Period to the COLT collection account. The secured notes will be paid ratably from aggregate collections on the entire pool of Lease Assets and withdrawals from the reserve account.

The COLT indenture trustee, based solely upon a certificate provided by the Servicer, will make distributions to the CARAT collection account out of the amounts on deposit in the COLT collection account. The amounts to be distributed to the CARAT collection account will be determined in the manner described below.

The charts titled “Summary of Monthly Deposits to and Withdrawals from COLT and CARAT Accounts” which appear on pages [S-    ] and [S-    ] of this prospectus supplement, provide a summary of the monthly distributions from collections on the Lease Assets. This summary charts provide only a simplified overview of the monthly flow of funds. Therefore, you should also read the text of this prospectus supplement and the accompanying prospectus to understand the monthly flow of funds.

Determination of COLT Collections. The “COLT Collections” for a distribution date will be the sum of:

(1) the Monthly Lease Payments received by the Servicer during the related Collection Period (or with respect to the first distribution date, since the cut-off date) with respect to the Lease Assets (including Applied Payments Ahead but excluding Excess Payments made during the related Collection Period that are treated as Payments Ahead);

(2) all Pull Ahead Payments received or deposited by the Servicer during the related Collection Period with respect to any Lease Assets that became Pull Ahead Lease Assets during or prior to the related Collection Period;

(3) all Warranty Payments received or deposited by the Servicer in respect of Lease Assets during the related Collection Period;

(4) all Administrative Purchase Payments received or deposited by the Servicer in respect of Lease Assets during the related Collection Period;

(5) all Sale Proceeds received or deposited by the Servicer in respect of the Lease Assets during the related Collection Period;

(6) any Monthly Payment Advances and Residual Advances with respect to that distribution date;

(7) all Extended Lease Payments received or deposited by the Servicer with respect to Extended Leases during the related Collection Period;

(8) if the Servicer has exercised its right to purchase the Lease Assets as described in “The Trust Sale and Servicing Agreements—Termination—Servicer Purchase Option” in the accompanying prospectus, the purchase price for the Lease Assets that was deposited into the COLT collection account by the Servicer on that distribution date;

(9) all Insurance Proceeds received with respect to the Lease Assets during the related Collection Period;

(10) without double counting any amounts set forth above, the portion of any security deposits with respect to the Lease Assets deemed to be included as part of COLT Collections for the related Collection Period under the COLT Servicing Agreement;

(11) all recoveries and early termination payments in respect of such Lease Assets; and

(12) any other amounts received by the Servicer during the related Collection Period with respect to the Lease Assets, other than Excluded Amounts, Supplemental Servicing Fees, Excess Payments and Sales and Use Tax Amounts.

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Determination of Available Distribution Amount. The “Available Distribution Amount” for a distribution date will be the sum of:

(1) the excess of (A) the sum of (i) all COLT Collections received by the Servicer on the Lease Assets during the related Collection Period and (ii) the Applied Extended Lease Payment Amount for that distribution date, over (B) the Unapplied Extended Lease Payment Amount for that distribution date; plus

(2) the amounts transferred from the reserve account to the COLT collection account on that distribution date as described under “—Monthly Withdrawals from and Deposits to the COLT Collection Account” below; minus

(3) any Outstanding Advances and liquidation expenses for which the Servicer is entitled to reimbursement under the COLT Servicing Agreement.

Determination of Monthly Withdrawals and Deposits. On or before the tenth day of each calendar month, or if that day is not a business day, the next business day, the Servicer will calculate the Available Distribution Amount and the Reserve Account Required Amount. On that day, the Servicer will also calculate the following amounts, among others, based on activity during the related Collection Period:

(1) the Basic Servicing Fee [and the Additional Servicing Fee] for the Servicer;

(2) the Aggregate Noteholders’ Principal Distributable Amount;

(3) the Reserve Account Required Amount;

(4) the Reserve Account Available Amount;

(5) the Secured Note Principal Balance for each secured note;

(6) the aggregate Secured Note Principal Balance;

(7) the Secured Note Monthly Accrued Interest;

(8) the Secured Note Interest Distributable Amount;

(9) the Secured Note Principal Distributable Amount;

(10) the aggregate Outstanding Advances made by the Servicer; and

(11) all other amounts required to determine the amounts, if any, to be deposited into or paid from each of the COLT collection account, the reserve account and the Payment Ahead Servicing Account.

Based on those calculations, the Servicer will deliver to the COLT indenture trustee a certificate specifying these amounts.

Monthly Withdrawals from and Deposits to the COLT Collection Account. On or before each distribution date, the COLT indenture trustee, based solely upon a certificate provided by the Servicer, will:

• withdraw Excess Payments made during the preceding month from the COLT collection account and pay these amounts to the Servicer or, if required under the COLT Servicing Agreement, to the Payment Ahead Servicing Account;

• transfer from the Payment Ahead Servicing Account (or, if the Servicer is not required to make deposits to the Payment Ahead Servicing Account on a daily basis under the COLT Servicing Agreement, the Servicer will deposit) to the COLT collection account the aggregate Applied Payments Ahead for that distribution date;

• withdraw from the COLT collection account and pay to the Servicer any Outstanding Advances and liquidation expenses for which the Servicer is entitled to reimbursement under the COLT Servicing Agreement; and

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• withdraw from the reserve account and deposit into the COLT collection account an amount equal to the lesser of;

(I) the Reserve Account Available Amount on that distribution date; and

(II) the excess, if any, of

(A) the sum, for that distribution date, of the Basic Servicing Fee for the Servicer for that distribution date and any unpaid Basic Servicing Fees from prior distribution dates, the Aggregate Secured Note Interest Distributable Amount, the Secured Note Principal Distributable Amount and the CARAT Collection Account Shortfall Amount on that distribution date, over

(B) the excess of (i) the sum of (x) the COLT Collections with respect to the Lease Assets for that distribution date, plus (y) the Applied Extended Lease Payment Amount for that distribution date, over (ii) the sum of (x) the amount of any Outstanding Advances and liquidation expenses for which the Servicer is entitled to reimbursement under the COLT Servicing Agreement which have been withdrawn and paid to the Servicer on that distribution date, plus (y) the Unapplied Extended Lease Payment Amount for that distribution date.

Priorities for Distributions from the COLT Collection Account. On each distribution date, after the withdrawals, deposits and transfers described in “—Monthly Withdrawals from and Deposits to the COLT Collection Account” in this prospectus supplement have been made, to the extent of the Available Distribution Amount for that distribution date, the COLT indenture trustee, based solely upon a certificate provided by the Servicer, will make the following distributions from amounts deposited into the COLT collection account in the following order of priority:

(1) to the Servicer, the Basic Servicing Fee and any unpaid Basic Servicing Fees from any preceding distribution date;

(2) to the issuing entity, as holder of the secured notes, pro rata based on the Secured Note Interest Distributable Amount due on each secured note, the Aggregate Secured Note Interest Distributable Amount;

(3) to the issuing entity, as holder of the secured notes, pro rata based on the Secured Note Principal Balance of each secured note [(other than any additional secured note issued on that distribution date)], the Secured Note Principal Distributable Amount;

(4) to the CARAT collection account, the CARAT Collection Account Shortfall Amount, if any;

(5) to the reserve account, an amount necessary to cause the Reserve Account Available Amount (after giving effect to any withdrawal from the reserve account on that distribution date) to equal the Reserve Account Required Amount for that distribution date;

[(6) to the Servicer, the Additional Servicing Fee, if any;] and

(7) the remainder to [COLT, LLC], as certificateholder.

Credit Enhancement

Noteholders will have the benefit of credit enhancement from overcollateralization, a reserve account and, except for the Class C Notes, subordination of junior classes of notes.

Overcollateralization. The “Aggregate Overcollateralization Amount” will be $            , which is the excess of the Initial ABS Value on the cut-off date over the initial outstanding principal balance of the notes. The Aggregate Overcollateralization Amount consists of both Trust Overcollateralization Amount and COLT Overcollateralization Amount.

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The Trust Overcollateralization Amount is $            , which equals the excess of the initial aggregate principal amount of secured notes over the initial principal balance of the notes. The COLT Overcollateralization Amount is $            , which equals the excess of the Initial ABS Value over the initial aggregate principal amount of the secured notes. The Trust Overcollateralization Amount is represented by the issuing entity certificates, and the COLT Overcollateralization Amount is represented by the COLT certificates.

Reserve Account. Pursuant to the COLT Servicing Agreement, the Servicer will establish the reserve account with the COLT indenture trustee. The reserve account will be funded by an initial deposit by COLT, LLC on the closing date of $            , which equals     % of the Initial ABS Value. On each distribution date, (1) amounts available after the payments described in priorities (1) through (4) in “—Priorities for Distributions from the COLT Collection Account” above will be deposited into the reserve account if necessary to increase the amount on deposit in the reserve account to the Reserve Account Required Amount, and (2) the amount withdrawn from the reserve account as described under “—Distributions on the Secured Notes—Monthly Withdrawals from and Deposits to the COLT Collection Account” above will constitute part of the amounts available to make payments on the secured notes under the COLT Servicing Agreement.

The “Reserve Account Required Amount” for any distribution date is an amount equal to the lesser of: (1) the sum of (i)     % of the initial Aggregate ABS Value of the Lease Assets and (ii)     % of the Aggregate ABS Value at the close of business on the last day of the related Collection Period; and (2) the outstanding principal balance of the notes.

If the amount on deposit in the reserve account on any distribution date, after giving effect to all other deposits or withdrawals from the reserve account on that distribution date, is greater than the Reserve Account Required Amount for that distribution date, the Servicer will pay the amount of the excess to the holder of the equity certificates of COLT. Upon this distribution, none of the issuing entity or the noteholders will have any rights in, or claims to, those amounts.

Subordination of Junior Note Classes. Payments of principal and interest on the Class B Notes are subordinated to payments of principal and interest on the Class A Notes, and payments of principal and interest on the Class C Notes are subordinated to payments of principal and interest on the Class A Notes and the Class B Notes, in each case to the extent described below in “—Distributions on the Notes—Priorities for Distributions from CARAT Collection Account: Revolving Period” and “—Distributions on the Notes—Priorities for Distributions from CARAT Collection Account: Amortization Period.”

Amounts on deposit in the reserve account and the aggregate overcollateralization amount provide credit enhancement by absorbing reductions in collections on the Lease Assets because of defaults. If the total amount of these types of reductions exceeds the amount on deposit in the reserve account and the aggregate overcollateralization amount, then the Class C Notes may not be repaid in full. If the total amount exceeds the amount on deposit in the reserve account, the aggregate overcollateralization amount and the principal amount of the Class C Notes, then the Class B Notes may not be repaid in full. If the total amount exceeds the amount on deposit in the reserve account, the aggregate overcollateralization amount and the principal amount of the Class B Notes and the Class C Notes, then the Class A Notes may not be repaid in full. See “Summary—Priority of Distributions—CARAT Distributions” and “—Distributions on the Notes” below for a description of how losses not covered by credit enhancement or support will be allocated to the offered notes.

Distributions on the Notes

On each distribution date, the Trust Administrator will transfer all payments on the secured notes for that distribution date to the CARAT collection account. [On each distribution date during the revolving period and on the first distribution date related to the amortization period, the CARAT indenture trustee will transfer all amounts in the accumulation account to the CARAT collection account.]

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The CARAT indenture trustee, based solely upon a certificate provided by the Trust Administrator, will make distributions to [the accumulation account and] the note distribution account out of the amounts on deposit in the CARAT collection account. The amounts to be distributed to [the accumulation account and] the note distribution account will be determined in the manner described below.

The charts titled “Summary of Monthly Deposits to and Withdrawals from COLT and CARAT Account” which appear on pages [S-    ] and [S-    ] of this prospectus supplement, provide a summary of the monthly distributions. This summary charts provide only a simplified overview of the monthly flow of funds. Therefore, you should also read the text of this prospectus supplement and the accompanying prospectus to understand the monthly flow of funds.

Determination of Available Amounts. The “Total Available Amount” for a distribution date will be the sum of:

(1) amounts deposited in the CARAT collection account with respect to the CARAT Collection Account Shortfall Amount on or before that distribution date;

(2) all payments on the secured notes held by the issuing entity during the period from the last distribution date to but excluding the current distribution date;

(3) the amount, if any, paid by the swap counterparty to the issuing entity under any interest rate swap; and

(4) amounts paid for any secured notes repurchased by the Trust Administrator or the depositor.

Determination of Monthly Withdrawals and Deposits. On or before the tenth day of each calendar month, or if that day is not a business day, the next business day, the Trust Administrator will calculate the Total Available Amount based on activity during the related Collection Period. On that day, the Trust Administrator will also calculate the following amounts, among others:

(1) the administration fee for the Trust Administrator;

(2) the Aggregate Noteholders’ Interest Distributable Amount, including the Aggregate Class A Interest Distributable Amount, the Aggregate Class B Interest Distributable Amount and the Aggregate Class C Interest Distributable Amount;

(3) [for any distribution date related to the amortization period, the First Priority Principal Distributable Amount and the Second Priority Principal Distributable Amount;]

(4) [for any distribution date related to the amortization period, the Noteholders’ Regular Principal Distributable Amount;]

(5) the net amount, if any, payable by the issuing entity under any interest rate swaps and swap termination amounts, if any, required to be paid on that distribution date;

(6) the amounts to be paid to the reserve account and to the certificateholders; and

(7) all other amounts required to determine the amounts, if any, to be deposited into or paid from each of the CARAT collection account and the note distribution account.

[In addition, during the revolving period, the Trust Administrator will calculate the amounts required for reinvestment in additional secured notes.]

Based on those calculations, the Trust Administrator will deliver to the CARAT indenture trustee a certificate specifying those amounts and instructing the CARAT indenture trustee to make withdrawals, deposits and payments of the amounts specified below under “Priorities for Distributions from CARAT Collection Account [: Revolving Period” or “Priorities for Distributions from CARAT Collection Account: Amortization Period].”

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[Priorities for Distributions from CARAT Collection Account: Revolving Period. On each distribution date during the revolving period, except as provided below, the CARAT indenture trustee, based solely upon a certificate provided by the Trust Administrator, will make the distributions and payments in the following priority, to the extent that funds are available therefor after all prior applications, from the Total Available Amount:

(1) to the Trust Administrator, the Administration Fee for that distribution date and any unpaid Administration Fees from any preceding distribution date;

(2) to the swap counterparty, the net amount, if any, due under the interest rate swaps, other than any swap termination amounts;

(3) to the note distribution account for payment to the Class A Noteholders, the Aggregate Class A Interest Distributable Amount and any swap termination amounts due to the swap counterparty on the interest rate swaps related to the Class A Notes allocated ratably between the Aggregate Class A Interest Distributable Amount and these swap termination amounts in proportion to their respective amounts;

(4) to the note distribution account for payment to the Class B Noteholders, the Aggregate Class B Interest Distributable Amount and any swap termination amounts due to the swap counterparty on the interest rate swap related to the Class B-2 Notes allocated ratably between the Aggregate Class B Interest Distributable Amount and these swap termination amounts in proportion to their respective amounts;

(5) to the note distribution account for payment to the Class C Noteholders, the Aggregate Class C Interest Distributable Amount and any swap termination amounts due to the swap counterparty on the interest rate swap related to the Class C Notes allocated ratably between the Aggregate Class C Interest Distributable Amount and these swap termination amounts in proportion to their respective amounts;

(6) to deposit into the accumulation account, the amount available for reinvestment in additional secured notes,

(7) to the reserve account, the amount necessary to cause the Reserve Account Available Amount to equal the Reserve Account Required Amount (after giving effect to any distributions from the COLT collection account to the reserve account, if any, on that distribution date pursuant to clause (5) under “The Transfer and Servicing Agreements—Distributions on the Secured Notes—Priorities for Distributions from the COLT Collection Account” above);

(8) to deposit into the accumulation account, an amount equal to the excess, if any, of the reinvestment amount over the amount deposited into the accumulation account pursuant to clause (6) above, which amount will be available for reinvestment in additional secured notes; and

(9) to the certificateholders, all remaining amounts.]

Priorities for Distributions from CARAT Collection Account [: Amortization Period. On each distribution date during the amortization period,] except as provided below, the CARAT indenture trustee, based solely upon a certificate provided by the Trust Administrator, will make the distributions and payments in the following priority, to the extent that funds are available therefor after all prior applications, from the Total Available Amount:

(1) to the Trust Administrator, the Administration Fee for that distribution date and any unpaid Administration Fees from any preceding distribution date;

(2) to the swap counterparty, the net amount, if any, due under the interest rate swaps, other than any swap termination amounts;

(3) to the note distribution account for payment to the Class A Noteholders, the Aggregate Class A Interest Distributable Amount and any swap termination amounts due to the swap counterparty on the interest rate swaps related to the Class A Notes allocated ratably between the Aggregate Class A Interest Distributable Amount and these swap termination amounts in proportion to their respective amounts;

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(4) to the note distribution account for payment to the noteholders, the First Priority Principal Distributable Amount;

(5) to the note distribution account for payment to the Class B Noteholders, the Aggregate Class B Interest Distributable Amount and any swap termination amounts due to the swap counterparty on the interest rate swap related to the Class B-2 Notes allocated ratably between the Aggregate Class B Interest Distributable Amount and these swap termination amounts in proportion to their respective amounts;

(6) to the note distribution account for payment to the noteholders, the Second Priority Principal Distributable Amount;

(7) to the note distribution account for payment to the Class C Noteholders, the Aggregate Class C Interest Distributable Amount and any swap termination amounts due to the swap counterparty on the interest rate swap related to the Class C Notes allocated ratably between the Aggregate Class C Interest Distributable Amount and these swap termination amounts in proportion to their respective amounts;

(8) to the note distribution account for payment to the noteholders, the Noteholders’ Regular Principal Distributable Amount;

(9) to the reserve account, the amount necessary to cause the Reserve Account Available Amount to equal the Reserve Account Required Amount (after giving effect to any distributions from the COLT collection account to the reserve account, if any, on that distribution date pursuant to clause (5) under “The Transfer and Servicing Agreements—Distributions on the Secured Notes—Priorities for Distributions from the COLT Collection Account” above); and

(10) to the certificateholders, all remaining amounts.

Amounts deposited in the note distribution account for the payment of principal on the notes will be paid to the noteholders in the order specified above in “The Notes—Payments of Principal[—Amortization Period].”

Notwithstanding the foregoing, if an event of default occurs under the CARAT Indenture and the notes are accelerated, until the time when all events of default have been cured or waived as provided in the CARAT Indenture, or following the deposit into the CARAT collection account of the proceeds of the sale or other disposition of the issuing entity assets following the occurrence of an event of default under the CARAT Indenture, after payment of the Administration Fee and the net amount payable, if any, to the swap counterparty, other than any swap termination amounts, the issuing entity will pay interest and principal first on the Class A Notes, pro rata among the Class A Notes. No interest or principal will be payable on the Class B Notes until all principal of and interest on the Class A Notes have been paid in full and no interest or principal will be payable on the Class C Notes until all principal of and interest on the Class A Notes and the Class B Notes have been paid in full.

Investment of Funds

Collections on the receivables [and any money in the accumulation account] are held in accounts with eligible depositary institutions, which accounts are subject to the security interest of the CARAT indenture trustee for the benefit of the noteholders. Such accounts will be established with the CARAT indenture trustee. All amounts held in the transaction accounts will be invested at the written direction of the Trust Administrator.

The Trust Administrator will invest and reinvest collections in specified eligible investments. Eligible investments include obligations of the United States of America, specified demand deposits, time deposits or certificates of deposit of (subject to specified eligibility requirements) any depository institution or trust company incorporated under the laws of the United States of America or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or State banking or depository institution authorities; commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the hired rating agencies rating the notes in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby; investments in money market or common

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trust funds having a rating from each of the hired rating agencies rating the notes in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby; certain bankers’ acceptances issued by any depository institution or trust company and repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit of the United States of America; commercial paper master notes having, at the time of the investment or contractual commitment to invest therein, a rating from each of the hired rating agencies rating the notes in the highest investment category for short-term unsecured debt obligations; and in any other investment permitted by each of the hired rating agencies rating the notes. If a hired rating agency rating the notes fails to provide a rating for a specified investment, then an equivalent required deposit rating may be obtained from another nationally recognized rating agency.

Unless otherwise permitted by the rating agencies hired to rate the notes, any such eligible investments must mature (A) not later than the business day immediately preceding the next distribution date, or (B) on such next distribution date if either (x) such investment is issued by the institution with which the note distribution account is then maintained or (y) the CARAT indenture trustee (so long as the short-term unsecured debt obligations of the CARAT indenture trustee are higher than or equal to a specified level by each rating agency hired to rate the notes (such specified ratings being “R-1 (middle)” by DBRS, “F1” by Fitch, “P-1” by Moody’s and “A-1” by Standard & Poor’s, as applicable) on the date such investment is made) shall advance funds on such distribution date to the note distribution account in the amount payable on such investment on such distribution date pending receipt thereof to the extent necessary to make distributions on the notes on such distribution date. Unless the CARAT indenture trustee objects prior to the time an investment is made, the CARAT indenture trustee shall be deemed to have agreed to make such advance with respect to such investment.

The Trust Administrator is entitled to receive all investment earnings (net of losses and investment expenses), [except for investment earnings on funds in the accumulation account].

The activity in the transaction accounts will be verified by the Trust Administrator and the CARAT indenture trustee.

Interest Rate Swaps

General. On the closing date, the issuing entity will enter into an interest rate swap with a swap counterparty with respect to each class of floating rate notes. [The issuing entity may, from time to time, enter into additional interest rate swaps with respect to additional classes of floating rate notes, including those notes initially retained by the depositor or an affiliate of the depositor.] We refer to each of these interest rate swaps as a “primary swap.” Each primary swap is designed to provide the issuing entity protection against adverse movements in interest rates associated with interest paid on the related class of floating rate notes.

Primary Swaps. Under each primary swap, on each distribution date, the issuing entity will be obligated to pay the swap counterparty a fixed interest rate and the swap counterparty will be obligated to pay the issuing entity a floating interest rate of One-Month LIBOR plus an applicable spread, in each case based upon a notional amount equal to the outstanding principal balance on the related class of floating rate notes. The amount the issuing entity is obligated to pay will be netted against the amount the swap counterparty is obligated to pay under each primary swap. Only the net amount will be due from the issuing entity or the swap counterparty, as applicable. The obligations of the issuing entity and the swap counterparty under each primary swap are unsecured.

Events of Default/Termination Events. Each primary swap will provide for specified events of default and termination events. Events of default applicable to the issuing entity include:

• the issuing entity’s failure to make payments due under that primary swap;

• the occurrence of an event of default (other than a bankruptcy related event of default) by the issuing entity under the CARAT Indenture after which the notes are declared due and payable or the

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CARAT indenture trustee sells the assets of the issuing entity or the occurrence of a bankruptcy related event of default with respect to the issuing entity under the CARAT Indenture, as described in the accompanying prospectus under “The Notes—The CARAT Indenture—CARAT Events of Default; Rights Upon CARAT Event of Default”; and

• the issuing entity amends the CARAT Related Documents in a manner that materially and adversely affects the swap counterparty without the prior written consent of the swap counterparty.

Events of default applicable to the swap counterparty include:

• the failure by the swap counterparty to make payments due under that primary swap;

• the breach by the swap counterparty of the agreement evidencing that primary swap;

• the existence of a misrepresentation by the swap counterparty in the agreement evidencing that primary swap;

• the occurrence of bankruptcy and insolvency events with respect to the swap counterparty; and

• a merger by the swap counterparty without an assumption of its obligations under the applicable primary swap.

In addition, termination events, including illegality and specified tax events, will apply to both the issuing entity and the swap counterparty.

If an event of default occurs under the primary swap, the non-defaulting party may elect to terminate the applicable primary swap. If a termination event occurs, as to which the swap counterparty is the affected party, the applicable primary swap will terminate unless the swap counterparty is able to arrange the substitution of another counterparty that is satisfactory to the issuing entity within 20 days following the occurrence of the event of default. The swap counterparty must use its best efforts, not involving any material expenditure, to make the substitution.

However, upon the occurrence of an event of default as to which the issuing entity is the non-defaulting party or a termination event as to which the swap counterparty is the affected party, if no substitute swap counterparty is arranged for, as described above, the issuing entity will replace the swap counterparty with the contingent swap counterparty as described below under “—Contingent Swap Counterparty.” If the contingent swap counterparty replaces the swap counterparty, the primary swap will continue.

In the event of the termination of a primary swap, a termination amount may be due, either to the swap counterparty by the issuing entity out of funds that would otherwise be available to make payments on the notes or to the issuing entity by the swap counterparty. The termination amount will be based on market quotations of the cost of entering into a swap transaction on substantially the same terms as the primary swap, in accordance with the procedures set forth in the applicable primary swap. The termination amount could be substantial if market interest rates and other conditions have changed materially since the issuance of the notes.

Amendments to Transaction Documents. The swap counterparty will have the right to consent to amendments under the CARAT Indenture and the CARAT Transfer and Servicing Agreements, other than amendments that do not materially and adversely affect the interests of the swap counterparty.

Contingent Swap Counterparty. Under a contingent assignment agreement entered into by the issuing entity, Ally Financial and the swap counterparty, upon the occurrence of a designated event, as described below, Ally Financial, which we refer to in this capacity as the “contingent swap counterparty,” will accede to the rights and obligations of the swap counterparty and that designated event will be deemed not to exist. Each of the following occurrences is a “designated event”:

• an event of default under the primary swap has occurred, the swap counterparty is the defaulting party and the issuing entity has declared a designated event;

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• a termination event has occurred where the swap counterparty is the affected party and no transfer of the swap counterparty’s responsibilities, as described above, is effected;

• a credit downgrade, as described below, has occurred which did not result solely from a credit downgrade of Ally Financial, and no appropriate arrangements, as described below, are made; and

• the issuing entity receives notice from the swap counterparty that it will be unable to make a swap payment on the next distribution date.

If the contingent swap counterparty has accepted the rights and obligations of the swap counterparty, upon satisfying any delinquent payments due to the issuing entity under each primary swap and making the assignment payment required under the contingent assignment agreement, the original swap counterparty will have no further liabilities, obligations or duties under each primary swap.

Back-to-Back Swaps. On the closing date, Ally Financial may also enter into an interest rate swap with the swap counterparty with respect to each primary swap between the swap counterparty and the issuing entity. We refer to each of these interest rate swaps as a “back-to-back swap.” The back-to-back swaps allow for protection of the swap counterparty against prepayment risk, which reduces the cost to the issuing entity of entering into the related primary swap with the swap counterparty.

Each back-to-back swap entered into by Ally Financial will be separate and independent from the primary swap. Accordingly, an event of default or termination event under a back-to-back swap resulting in early termination of that back-to-back swap will not cause an early termination of the related primary swap.

The information under “—The Swap Counterparty” below relates to and has been provided by the swap counterparty for use in this prospectus supplement. Except for the information under “—The Swap Counterparty” below, the swap counterparty and its affiliates have not prepared and do not accept responsibility for this prospectus supplement.

Based on a reasonable good faith estimate of maximum probable exposure calculated in accordance with Ally Financial’s general risk management procedures, the significance percentage of the interest rate swap agreement is less than 10%.

The Swap Counterparty.              is the swap counterparty. It is organized as a under the laws of             . [Description of the general character of the business of the swap counterparty].

Distribution of Assets Following Payment in Full of the Securities

Following payment in full of the notes and payment of all liabilities of the issuing entity in accordance with the applicable law, any remaining assets in the issuing entity will be distributed to the certificateholders.

[THE INSURANCE POLICY AND THE NOTE INSURER]

[To be inserted by note insurer: Disclosure regarding the note insurer and the insurance policy as required by Item 1114 of Regulation AB. Provide financial information required by Items 1114 (b)(1) and (2) of Regulation AB if the aggregate significance percentage of the insurance policy is calculated to be 10% or more.]

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CERTAIN FEES AND EXPENSES

Basic Servicing Fee Rate

The Basic Servicing Fee Rate will be [1.00]% per annum.

[Additional Servicing Fee Rate]

The Additional Servicing Fee Rate will be [1.00]% per annum.

Administration Fee Rate

The Administration Fee Rate will be [0.01]% per annum.

The Basic Servicing Fee [,the Additional Servicing Fee] and the Administration Fee will be paid out of collections from the Lease Assets. The Servicer will also be entitled to a Supplemental Servicing Fee, which will not be paid out of collections from the Lease Assets, and will include late fees, disposition fees, prepayment charges, other administrative fees and expenses collected during the month and investment earnings on the COLT trust accounts. The Servicer is entitled to be reimbursed out of cash flows on the Lease Assets for liquidation expenses and other out-of-pocket costs related to liquidation, in the amount that the Servicer determines necessary in accordance with its customary procedures to refurbish and dispense of a repurchased financed vehicle. See “The Transfer and Servicing Agreements—Servicing and Administration Compensation and Payment of Expense—Servicing of Liquidating Lease Assets.”

ERISA CONSIDERATIONS

The accompanying prospectus describes the general rules that apply to the purchase of offered notes by pension, profit-sharing and other employee benefit plans subject to Title I of ERISA, as well as individual retirement accounts, Keogh plans and other plans subject to Section 4975 of the Internal Revenue Code, and entities deemed to hold plan assets of any of the foregoing as determined under the plan assets regulation. We refer to these investors as “benefit plans,” and each benefit plan that is considering an investment in the offered notes should review “ERISA Considerations” in the accompanying prospectus. We use terms in this section of the accompanying prospectus supplement that have been defined in that section of the accompanying prospectus. Subject to the following discussion, the notes may be acquired by benefit plans.

Notes

Although there is little guidance on the subject, assuming the notes constitute debt for local law purposes, the depositor believes that, at the time of their issuance, the offered notes should not be treated as an equity interest in the issuing entity for purposes of the plan assets regulation. This determination is based in part upon the traditional debt features of the offered notes, including the reasonable expectation of purchasers of offered notes that the offered notes will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features. The debt treatment of the offered notes for ERISA purposes could change if the issuing entity incurred losses. The risk of recharacterization is enhanced for offered notes that are subordinated to other classes of securities. As debt instruments, the notes are available for investment by a benefit plan, subject to a determination by such benefit plan’s fiduciary that the notes are suitable investment for such benefit plan under ERISA and the Code. Benefit plans may not purchase the notes at any time that the notes have been characterized as other than indebtedness with substantial equity features for applicable local law purposes.

However, without regard to whether the offered notes are treated as an equity interest for purposes of the plan assets regulation, the acquisition or holding of offered notes by or on behalf of a benefit plan could be considered to give rise to a prohibited transaction if the issuing entity, the depositor, the Trust Administrator, the CARAT indenture trustee, the CARAT owner trustee, COLT, COLT, LLC, the Servicer, the COLT owner

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trustee, the COLT indenture trustee, the swap counterparty or any of their respective affiliates is or becomes a party in interest or a disqualified person with respect to that benefit plan. Certain exemptions from the prohibited transaction rules could be applicable to the purchase and holding of the offered notes by a benefit plan depending on the type and circumstances of the plan fiduciary making the decision to acquire the offered notes. Included among these exemptions are: Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by “in-house asset managers”; PTCE 95-60, regarding investments by insurance company general accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 90-1, regarding investments by insurance company pooled separate accounts and PTCE 84-14, regarding transactions effected by “qualified professional asset managers.” In addition to the class exemptions listed above, the Pension Protection Act of 2006 provides a statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code for prohibited transactions between a benefit plan and a person or entity that is a party in interest to that benefit plan solely by reason of providing services to the benefit plan (other than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the benefit plan involved in the transaction), provided that there is adequate consideration for the transaction. Even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided by these exemptions might or might not cover all acts that might be construed as prohibited transactions. There can be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving the notes, and prospective purchasers that are benefit plans should consult with their advisors regarding the applicability of any such exemption.

Governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements or Section 4975 of the Internal Revenue Code; however, governmental and church plans may be subject to comparable restrictions under federal, state or local other law. By acquiring an offered note, each purchaser and transferee will be deemed to represent and warrant that either (1) it is not acquiring the offered note with the plan assets of a benefit plan or other plan subject to applicable law that is substantially similar to Title I of ERISA or section 4975 of the Internal Revenue Code, or (2) the acquisition, holding and disposition of the offered note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Internal Revenue Code or a non-exempt violation of any substantially similar applicable law.

[The issuing entity and the underwriters are not relying on underwriter’s exemption with respect to the purchase of the notes by a benefit plan.]

[In addition, subject to the conditions and limitations described in the accompanying prospectus under “ERISA Consideration—Underwriter Exemption,” the notes may be purchased by a benefit plan in reliance on administrative exemptions that have been granted by the Department of Labor to [            ] in Prohibited Transaction Exemption (“PTE”) [            ], [            ] Fed. Reg. [            ] ([            ]), [            ] in PTE [            ], [            ] Fed Reg. [            ] ([            ]) and [            ] in PTE [            ], [            ] Fed Reg. [            ] ([            ]), each as amended by PTE 2000-58, 65 Fed. Reg. 67765 (Nov. 13, 2000) and PTE2002-41, 6 Fed. Reg. 54487 (August 22, 2002). By its purchase of a note in reliance on an underwriter exemption, each purchaser will be deemed to have represented and warranted that it is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the Securities Act, and that the decision to purchase the note is made on behalf of the benefit plan by an independent fiduciary qualified to understand [the swap transaction and its effect on the ratings of the notes and] that such independent fiduciary either (i) is a QPAM under PTCE 84-14; (ii) is an in house asset manager under PTCE 96-23; or (iii) has total assets under management of at least $100 million.]

A benefit plan fiduciary considering the purchase of notes should consult its legal advisors regarding whether the assets of the issuing entity would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences.

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LEGAL PROCEEDINGS

[There are no legal proceedings pending, or to the best knowledge of management of that entity, threatened, against the issuing entity, the sponsor, the Servicer, the Trust Administrator or the depositor that, if determined adversely to such party, would be expected to have a material adverse effect on the performance of the notes.

Each of the COLT owner trustee, the CARAT owner trustee, the COLT indenture trustee, the CARAT indenture trustee and the swap counterparty has represented to the issuing entity that there were no legal or other proceedings pending or threatened against that entity which, for that entity, individually or in the aggregate, would, if determined adversely to that entity, have a material adverse effect on investors in the notes.]

FEDERAL INCOME TAX CONSEQUENCES

Mayer Brown LLP, special tax counsel to the depositor, will deliver, on the closing date, its opinion that for U.S. federal income tax purposes the notes will constitute indebtedness. Each noteholder, by the acceptance of a note, will agree to treat the notes as indebtedness for federal, state and local income and franchise tax purposes.

It is anticipated that the offered notes (other than notes, if any, with an original maturity of one year or less, which are subject to special rules with respect to original issue discount discussed in the accompanying prospectus under “Federal Income Tax Consequences—The Notes—Original Issue Discount”) may be issued with a “de minimis” amount of original issue discount, or “OID,” for federal income tax purposes. The rules discussed in the accompanying prospectus requiring a holder to include OID in income under a “constant yield method” are inapplicable to OID which is de minimis. However, a holder of a note with a de minimis amount of OID must include such OID in income proportionately as principal payments are made on such note. See “Federal Income Tax Consequences—The Notes—Original Issue Discount” in the accompanying prospectus for a general discussion of the federal income tax treatment of OID and its general application to holders of debt instruments.

Mayer Brown LLP will deliver, on the closing date, its opinion that the issuing entity will not be taxable as an association or publicly traded partnership taxable as a corporation. See “Federal Income Tax Consequences” and “State and Local Tax Consequences” in the prospectus.

STATE AND LOCAL TAX CONSEQUENCES

The above discussion does not address the tax treatment of the issuing entity, the notes or the holders of notes under any state or local tax laws. The activities to be undertaken by the Servicer in servicing and collecting the Lease Assets and by the Trust Administrator in administering the secured notes will take place throughout the United States and, therefore, many different tax regimes potentially apply to different portions of these transactions. Prospective investors are urged to consult with their tax advisers regarding the state and local tax treatment of the issuing entity as well as any state and local tax consequences for them of purchasing, holding and disposing of the notes. See “State and Local Tax Consequences” in the accompanying prospectus.

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement, the depositor has agreed to sell to each of the underwriters named below, and each of the underwriters has severally agreed to purchase from the depositor, the principal amount of the notes set forth opposite its name below:

Aggregate Principal Amount to be Purchased

	Class A2-a	Class A2-b	Class A3-a	Class A3-b	Class A-4	Class B-1	Class B-2	Class C
Total	$	$	$	$	$	$	$	$

[Names of Underwriters] are responsible for jointly leading and managing the offering of the notes.

The depositor has been advised by the underwriters that the several underwriters propose initially to offer the Class A-2a Notes, the Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4 Notes, the Class B-1 Notes, the Class B-2 Notes and the Class C Notes to the public at the prices set forth on the cover page of this prospectus supplement, and to dealers at those prices less a selling concession not in excess of the percentage set forth below for each class of notes. The underwriters may allow, and those dealers may reallow to other dealers, a subsequent concession not in excess of the percentage set forth below for each class of notes. After the initial public offering, the public offering price and these concessions may be changed.

	Selling Concession		Reallowance
Class A-2a Notes		%		%
Class A-2b Notes		%		%
Class A-3a Notes		%		%
Class A-3b Notes		%		%
Class A-4 Notes		%		%
Class B-1 Notes		%		%
Class B-2 Notes		%		%
Class C Notes		%		%

The underwriters may engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids for the notes in accordance with Regulation M under the Securities Exchange Act of 1934, as amended.

Over-allotment transactions involve short sales by the underwriters of the offered notes. Short sales involve the sale by the underwriters of a greater number of offered notes than they are required to purchase in the offering. This creates a syndicate short position and the need to engage in syndicate covering transactions to close out the syndicate short position. Short sales may be in the form of “covered” short sales or “naked” short sales.

Covered short sales are sales made in an amount not greater than the underwriters over-allotment option to purchase additional offered notes in the offering. The underwriters may close out any covered short position by either exercising their over-allotment option or purchasing the offered notes in the open market. In determining the source of the offered notes to close out the covered short position, the underwriters will consider, among other things, the price of the offered notes available for purchase in the open market as compared to the price at which they may purchase the offered notes through the over-allotment option.

Naked short sales are sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing the offered notes in the open market. A naked short position is more likely to

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be created if the underwriters are concerned that there may be downward pressure on the price of the offered notes in the open market after pricing that could adversely affect investors who purchase in the offering.

Syndicate covering transactions involve purchases of the offered notes in the open market after the distribution has been completed in order to cover syndicate short positions.

Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the offered notes originally sold by that syndicate member are purchased in a syndicate covering transaction.

Similar to other purchase transactions, over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the offered notes to be higher than they would otherwise be in the absence of these transactions, and may also have the potential effect of preventing or retarding a decline in the market value of the offered notes. Neither the depositor nor any of the underwriters represent that the underwriters will engage in any of these transactions or that these transactions, once commenced, will not be discontinued without notice at any time.

The depositor will indemnify the underwriters against specified liabilities, including liabilities under the Securities Act. In the ordinary course of its business, one or more of the underwriters and affiliates have provided, and in the future may provide, investment banking and commercial banking services to the depositor, the issuing entity and their affiliates.

The following chart sets forth information on the aggregate proceeds to the depositor from the sale of the offered notes.

	As a percent of initial aggregate principal amount of  the offered notes
Sale of the Offered Notes Proceed	$
Underwriting Discount of the Notes	$
Additional Offering Expenses	$
Net Proceeds to Depositor	$

LEGAL OPINIONS

Specified matters relating to the offered notes will be passed upon for the issuing entity, the depositor and Ally Financial, by Richard V. Kent, Esq., General Counsel of the depositor and Assistant General Counsel of Ally Financial, and by Mayer Brown LLP, counsel to the depositor, the issuing entity and Ally Financial. Certain federal income tax matters will be passed upon for Ally Financial, the issuing entity and the depositor by Mayer Brown LLP. Specified matters relating to the transaction will be passed upon for the underwriters by Kirkland & Ellis LLP. Kirkland & Ellis LLP has represented, and is currently representing, Ally Financial and its affiliates on various matters.

REPORTS AND ADDITIONAL INFORMATION

For a summary of reports to be provided to securityholders, see “Book Entry Registration; Reports to Securityholders—Reports to Securityholders” in the accompanying prospectus.

The Trust Administrator will file with the SEC all required annual reports on Form 10-K, distribution reports on Form 10-D, current reports on Form 8-K and amendments to those reports relating to the issuing entity under Capital Auto Receivables Asset Trust 20    SN , Commission file number [            ]. These reports will be made available on the world wide web at http://www.gmacfs.com/us/en/sec_trust/ca/seccantoc.htm. For further information on how to obtain these reports, see “Where You Can Find More Information” in the accompanying prospectus.

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GLOSSARY OF TERMS TO PROSPECTUS SUPPLEMENT

The following are definitions of terms used in this prospectus supplement. References to the singular form of defined terms in this prospectus supplement include references to the plural and vice versa. Capitalized terms not defined in this prospectus supplement are defined in the accompanying prospectus.

“100% Prepay Assumption”: is defined on page [S-    ].

“20     -SN Pool”: is defined on page [S-    ].

“20     -SN secured notes”: is defined on page [S-    ].

“ABS”: is defined on page [S-    ].

“ABS Value”: means with respect to a Lease Asset and any distribution date and the last day of the related Collection Period:

(a) for each Lease Asset for which the Servicer has paid the Administrative Purchase Payment as of the close of business on the last day of the related Collection Period under the COLT Servicing Agreement, zero;

(b) for each Lease Asset for which Ally Financial has paid the Warranty Payment as of the close of business on the last day of the related Collection Period under the COLT Sale and Contribution Agreement, zero;

(c) for each Lease Asset that (i) terminated during or prior to the related Collection Period and reached its scheduled lease end date during or prior to the related Collection Period, (ii) became a Pull Ahead Lease Asset during or prior to the related Collection Period, or (iii) became an Extended Lease during or prior to the related Collection Period but, in each case, that did not become a Liquidating Lease Asset (and neither of the actions described in clauses (a) or (b) above have occurred with respect to such Lease Asset) during or prior to the related Collection Period, the Lease Residual;

(d) for each Lease Asset that became a Liquidating Lease Asset during or prior to the related Collection Period, zero; and

(e) for each other Lease Asset (not described in clauses (a) through (d) above, the sum of (i) the present value, as of the close of business on the last day of the related Collection Period (discounted at a rate equal to the Discount Rate and computed on the basis of a 360-day year comprised of twelve 30-day months), of each Monthly Lease Payment for that Lease Asset due after the last day of the related Collection Period, discounted from the first day of the Collection Period in which the Monthly Lease Payment is due to the last day of the related Collection Period, (ii) the aggregate amount of past due and unpaid Monthly Lease Payments for which no Advances have been made, and (iii) the present value, as of the close of business on the last day of the related Collection Period (discounted at a rate equal to the Discount Rate and computed on the basis of a 360-day year comprised of twelve 30-day months), of the Lease Residual for that Lease Asset, discounted from the first day of the Collection Period in which the scheduled lease end date for that Lease Asset occurs to the last day of the related Collection Period.

“Actual Payment”: means with respect to any distribution date and a lease, all payments received by the Servicer from or for the account of the lessee during the related Collection Period, except for any Overdue Payments, Supplemental Servicing Fees, Excluded Amounts or payments with respect to Sales and Use Tax Amounts. Actual Payments do not include Applied Payments Ahead.

[“additional closing date”: is defined on page [S-    ].]

[“additional Lease Assets”: is defined on page [S-    ]].

[“additional secured notes”: is defined on page [S-    ]].

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[“Additional Servicing Fee”: is defined on page [S-    ]].

[“Additional Servicing Fee Rate”: means     % per annum.]

“Adjusted MSRP”: is defined on page [S-    ].

“Administration Fee”: is defined on page [S-    ].

“Administrative Purchase Payment”: means with respect to a Lease Asset, the ABS Value of that Lease Asset determined as of the close of business on the last day of the Collection Period prior to the Collection Period as of which the Servicer is required, or, if earlier, elects, to purchase the Lease Asset.

“Advance”: means with respect to any Lease Asset and distribution date, the amount that the Servicer has advanced under the COLT Servicing Agreement.

“Aggregate ABS Value”: means with respect to any group of Lease Assets, as of any date of determination, an amount equal to the sum of the ABS Value of those Lease Assets on that date.

“Aggregate Class Interest Distributable Amounts”: means the Aggregate Class A Interest Distributable Amount, the Aggregate Class B Interest Distributable Amount and the Aggregate Class C Interest Distributable Amount, as the context requires.

“Aggregate Class A Interest Distributable Amount”: means with respect to any distribution date, the sum of (1) the aggregate of the Note Class Interest Distributable Amount for each class of the Class A Notes as of that distribution date and (2) the Class A Interest Carryover Shortfall as of the preceding distribution date.

“Aggregate Class B Interest Distributable Amount”: means with respect to any distribution date, the sum of (1) the aggregate of the Note Class Interest Distributable Amount for each class of the Class B Notes as of that distribution date and (2) the Class B Interest Carryover Shortfall as of the preceding distribution date.

“Aggregate Class C Interest Distributable Amount”: means with respect to any distribution date, the sum of (1) the aggregate of the Note Class Interest Distributable Amount for the Class C Notes as of that distribution date and (2) the Class C Interest Carryover Shortfall as of the preceding distribution date.

“Aggregate Noteholders’ Interest Distributable Amount”: means for any distribution date, the sum of (1) the Aggregate Class A Interest Distributable Amount as of that distribution date, (2) the Aggregate Class B Interest Distributable Amount as of that distribution date and (3) the Aggregate Class C Interest Distributable Amount as of that distribution date.

“Aggregate Noteholders’ Principal Distributable Amount”: means for any distribution date, the sum of (1) the Noteholders’ Regular Principal Distributable Amount as of that distribution date and (2) the Aggregate Noteholders’ Priority Principal Distributable Amount as of that distribution date. [During the revolving period and for the related distribution dates, the Aggregate Noteholder’s Principal Distributable Amount is zero.]

“Aggregate Noteholders’ Priority Principal Distributable Amount”: means with respect to any distribution date, the sum of (1) the First Priority Principal Distributable Amount and (2) the Second Priority Principal Distributable Amount.

“Aggregate Overcollateralization Amount”: is defined on page [S-    ].

“Aggregate Secured Note Interest Distributable Amount”: means with respect to each distribution date, an amount equal to the sum of the Secured Note Interest Distributable Amounts for all secured notes on that distribution date.

“ALG”: is defined on page [S-    ].

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“ALG Residual”: means the expected value of a vehicle at the scheduled lease end date of the related lease at lease inception as determined by the Automotive Lease Guide.

“Ally Financial”: is defined on page [S-    ].

[“Amortization Period”: is defined on page [S-    ].]

[“Applicable Cut-off Date”: is defined on page [S-    ].]

“Applied Extended Lease Payment Amount”: means with respect to each distribution date, the amount of any Extended Lease Payments received or deposited by the Servicer into the COLT collection account during or prior to the related Collection Period in respect of Applied Extended Leases for that distribution date.

“Applied Extended Leases”: means with respect to each distribution date, any Extended Lease that became a Liquidating Lease Asset during the related Collection Period.

“Applied Payments Ahead”: means with respect to a distribution date and a lease on which the Actual Payment made by the lessee during the related Collection Period was less than the Monthly Lease Payment, an amount equal to the lesser of (i) the Payments Ahead with respect to that lease and (ii) the amount by which the Monthly Lease Payment exceeds the actual payment made by the lessee during the related Collection Period.

“Available Distribution Amount”: is defined in page [S-    ].

“Back-to-Back Swap”: is defined on page [S-    ].

“Basic Servicing Fee”: is defined on page [S-    ].

“Basic Servicing Fee Rate”: means     % per annum.

“Benefit Plans”: is defined on page [S-    ].

“Bylaws”: is defined on page [S-    ].

“CARAT Collection Account Shortfall Amount”: means for any distribution date, the excess of (x) the amounts payable from the CARAT collection account on that distribution date as described under “The Transfer and Servicing Agreements—Distributions on the Notes—Priorities for Distributions from CARAT Collection Account” in this prospectus supplement or following the acceleration of the notes or the sale or other disposition of the assets of the issuing entity following the occurrence of an event of default under the CARAT Indenture, the amounts required to be paid from the CARAT collection account as described under “The Transfer and Servicing Agreements—Distributions on the Notes—Priorities for Distributions from CARAT Collection Account” in this prospectus supplement, in each case other than deposits to the Reserve Account and payments to the certificateholder, over (y) the Total Available Amount for that distribution date, other than any amounts deposited in the CARAT collection account with respect to the CARAT Collection Account Shortfall Amount for that prior distribution date.

“CARAT Indenture”: means the CARAT 20        -SN Indenture, dated as of the closing date, between the issuing entity and the CARAT indenture trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“CARAT Indenture Trustee”: is defined on page [S-    ].

“CARAT Related Documents”: is defined in the accompanying prospectus.

“CARAT Owner Trustee”: is defined on page [S-    ].

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“Charter Amendment”: is defined on page [S-    ].

“CARI”: is defined on page [S-    ].

“Class A Interest Carryover Shortfall”: means as of the close of any distribution date, the excess of the Aggregate Class A Interest Distributable Amount for that distribution date, over the amount that was actually deposited in the note distribution account on that distribution date available for interest payments for the Class A Notes as described under “The Transfer and Servicing Agreements—Distributions on the Notes—Priorities for Distributions from CARAT Collection Account.”

“Class A Notes”: means collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Class A-1 Notes”: means the     % Asset Backed Notes issued by the issuing entity.

“Class A-2 Notes”: means collectively, the Class A-2a Notes, the Class A-2b Notes and the Class A-2c Notes.

“Class A-2a Notes”: means the     % Asset Backed Notes, Class A-2a issued by the issuing entity.

“Class A-2b Notes”: means the Floating Rate Asset Backed Notes, Class A-2b issued by the issuing entity.

“Class A-2c Notes”: means the Floating Rate Asset Backed Notes, Class A-2c issued by the issuing entity.

“Class A-3 Notes”: means collectively, the Class A-3a Notes, the Class A-3b Notes, and the Class A-3c Notes.

“Class A-3a Notes”: means the     % Asset Backed Notes, Class A-3a issued by the issuing entity.

“Class A-3b Notes”: means the Floating Rate Asset Backed Notes, Class A-3b issued by the issuing entity.

“Class A-3c Notes”: means the Floating Rate Asset Backed Notes, Class A-3c issued by the issuing entity.

“Class A-4 Notes”: means the Floating Rate Asset Backed Notes, Class A-4 issued by the issuing entity.

“Class B Interest Carryover Shortfall”: means as of the close of any distribution date, the excess of the Aggregate Class B Interest Distributable Amount for that distribution date, over the amount that was actually deposited in the note distribution account on that distribution date available for interest payments for the Class B Notes as described under “The Transfer and Servicing Agreements—Distributions on the Notes—Priorities for Distributions from CARAT Collection Account.”

“Class B Notes”: means collectively, the Class B-1 Notes and the Class B-2 Notes.

“Class B-1 Notes”: means the     % Asset Backed Notes, Class B-1 issued by the issuing entity.

“Class B-2 Notes”: means the Floating Rate Asset Backed Notes, Class B-2 issued by the issuing entity.

“Class C Interest Carryover Shortfall”: means as of the close of any distribution date, the excess of the Aggregate Class C Interest Distributable Amount for that distribution date, over the amount that was actually deposited in the note distribution account on that distribution date available for interest payments for the Class C Notes as described under “The Transfer and Servicing Agreements—Distributions on the Notes Priorities for Distributions from CARAT Collection Account.”

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“Class C Notes”: means the Floating Rate Asset Backed Notes, Class C issued by the issuing entity.

“Closing Date”: means             , 20    .

“Collection Period”: means each calendar month (or, in the case of the first Collection Period, the period from and including the cut-off date to and including                     , 20        ). With respect to any distribution date, the “related Collection Period” is the Collection Period preceding the calendar month in which that distribution date occurs.

“COLT”: is defined on page [S-    ].

“COLT, LLC”: is defined on page [S-    ].

“COLT Collections”: is defined on page [S-    ].

“COLT Custodian”: means Ally Financial, or another custodian named from time to time in the COLT Custodian Agreement.

“COLT Custodian Agreement”: means the COLT 20        -SN Custodian Agreement, dated as of the closing date, between the COLT Custodian and the COLT owner trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“COLT Indenture”: means the COLT 20        -SN Indenture, dated as of the closing date, between COLT and the COLT indenture trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“COLT Indenture Trustee”: is defined on page [S-    ].

“COLT Overcollateralization Amount”: means $            , which is equal to the excess of the initial Aggregate ABS Value on the cut-off date over the initial aggregate Secured Note Principal Balance.

“COLT Owner Trustee”: is defined on page [S-    ].

“COLT Sale and Contribution Agreement”: means the COLT 20        -SN Sale and Contribution Agreement, dated as of the closing date, between COLT and Ally Financial, as the same may be amended, supplemented or otherwise modified from time to time.

“COLT Servicing Agreement”: means the COLT 20        -SN Servicing Agreement, dated as of the closing date, between Ally Financial, as the Servicer, COLT and the COLT indenture trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“Contingent Swap Counterparty”: is defined on page [S-    ].

“Controlling Class”: is defined on page [S-    ].

“Cut-Off Date”: means                     , 20        .

“DBRS”: means DBRS Ltd.

“Designated Event”: is defined on page [S-    ].

“Discount Rate”: means     % per annum.

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“Distribution Dates”: is defined on page [S-    ].

“Early Amortization Event”: has the meaning set forth above in “The Transfer and Servicing Agreements—The Revolving Period.”

“ERISA”: means the Employee Retirement Income Security Act of 1974, as amended.

“Excess Payment”: means with respect to any Lease Asset and any Collection Period, the excess, if any, of (x) the amount of the payments by or on behalf of the related lessee and received during that Collection Period (other than prepayments in full in connection with an early termination of a lease) that are not Supplemental Servicing Fees, Excluded Amounts, Sales and Use Tax Amounts or Applied Payments Ahead, over (y) the amounts applied towards any Outstanding Advances and the Monthly Lease Payment for that Lease Asset in accordance with the COLT Servicing Agreement.

“Excluded Amounts”: means with respect to any distribution date and any Lease Asset, the sum of (i) any amounts received by the Servicer during the related Collection Period with respect to any administrative fees and parking tickets and fines on the related vehicle, (ii) premiums paid by the Servicer or due to the related insurer during the related Collection Period in connection with the maintenance of insurance with respect to that Lease Asset, and (iii) any amounts required under applicable law to be paid or refunded to the lessee during the related Collection Period (including any rebates of premiums with respect to cancellation of any insurance policy or service contract entered into by the lessee).

“Extended Lease”: means any lease that has reached its scheduled lease end date, for which (x) the lessee has paid all Monthly Lease Payments required under the terms of the lease and (y) the lessee has agreed with the Servicer to extend the term of the lease and to continue making Monthly Lease Payments under that lease in an amount as agreed between the lessee and the Servicer.

“Extended Lease Payments”: means with respect to any Extended Lease and any Collection Period prior to the Collection Period in which the related vehicle was sold or otherwise disposed of by the Servicer, any Monthly Lease Payments due under that Extended Lease after its scheduled lease end date and received by the Servicer during the related Collection Period, minus any payments in respect of Sales and Use Tax Amounts required to be paid with respect to that Extended Lease during that Collection Period.

“FICO Score”: is defined on page [S-    ].

“Final Scheduled Distribution Date”: means the Final Scheduled Distribution Date (1) for the Class A-2a Notes, the Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4 Notes, the Class B-1 Notes, the Class B-2 Notes and the Class C Notes as set forth on the front cover page of this prospectus supplement, and (2) for the Class A-1 Notes, the Class A-2c Notes, and the Class A-3c Notes as set forth on page [S-    ].

“First Priority Principal Distributable Amount”: means with respect to any distribution date, an amount equal to the excess, if any, of (i) the aggregate outstanding principal balance of the Class A Notes as of the preceding distribution date (after giving effect to any principal payments made on the Class A Notes on that date) (or with respect to the first distribution date, on the closing date), over (ii) the Aggregate ABS Value of the Lease Assets at the close of business on the last day of the related Collection Period.

“Fitch”: means Fitch, Inc.

“Fixed Rate Notes”: is defined on page [S-    ].

“Floating Rate Notes”: is defined on page [S-    ].

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“GMAC”: is defined on page [S-    ].

“Initial ABS Value” means the Aggregate ABS Value of the Lease Assets on the Cut-Off Date, which is $            .

[“initial closing date”: means                     , 20        .]

“Initial Cut-off Date”: means                     , 20        .

“Initial hypothetical pool of Lease Assets”: is defined on page [S-    ].

[“initial Lease Assets”: is defined on page [S-    ].]

[“initial secured notes”: is defined on page [S-    ].]

“Insurance Proceeds”: means with respect to a distribution date and a Lease Asset, the sum of (1) all amounts received by the Servicer during the related Collection Period with respect to any insurance policies maintained with respect to that Lease Asset pursuant to the COLT Servicing Agreement and (2) all amounts required to be deposited by the Servicer under the COLT Servicing Agreement during the related Collection Period.

“Lease”: means any automobile and light duty truck lease sold, assigned, transferred or conveyed to COLT, including all other agreements related thereto and all rights and obligations thereunder.

“Lease Residual”: is defined on page [S-    ].

“LIBOR Business Day”: means any day other than a Saturday, Sunday or any other day on which banks in London are required or authorized to be closed.

“Liquidating Lease Asset”: means a Lease Asset with respect to which the first of the following has occurred during a Collection Period:

(a) the related vehicle was sold or otherwise disposed of by the Servicer following the scheduled or early termination of the related lease;

(b) the related lease terminated prior to the related Collection Period and reached its scheduled lease end date more than 120 days prior to the end of that Collection Period and as of the end of that Collection Period, the related vehicle remained unsold;

(c) the related lease became an Extended Lease on its scheduled lease end date, which scheduled lease end date shall have occurred more than 120 days prior to the end of that Collection Period and as of the end of that Collection Period, the related vehicle remained unsold; or

(d) the Servicer’s records, in accordance with its customary servicing procedures, disclose that all Insurance Proceeds expected to be received have been received by the Servicer following a casualty or other loss with respect to the related vehicle.

“Monthly Lease Payment”: means with respect to any Lease Asset, the amount required to be paid by the lessee under the related lease on or prior to each monthly lease payment date (as that amount may be modified in connection with any permitted modification or extension), minus any payments with respect to Sales and Use Tax Amounts required to be paid pursuant to that lease on or prior to the monthly lease payment date.

“Monthly Payment Advance”: means as of the last day of each Collection Period, with respect to each Lease Asset (other than an administrative Lease Asset or a warranty Lease Asset) and subject to the Servicer’s

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determination that an advance would be recoverable from subsequent collections or recoveries on that Lease Asset, an amount advanced by the Servicer equal to any shortfall in the Monthly Lease Payment for that Lease Asset remaining after application of the Applied Payments Ahead under the COLT Servicing Agreement.

“Monthly Remittance Condition”: means a condition that will be satisfied if (A) Ally Financial or any affiliate is the Servicer, (B) no Servicer default has occurred and is continuing, and (C) either (i) the short-term unsecured debt of the Servicer is rated equal to or higher than a specified level by each rating agency hired to rate the notes (such specified ratings being “R-1 (middle)” by DBRS, “F1” by Fitch, “P-1” by Moody’s or “A-1” by Standard & Poor’s, as applicable), or (ii) the Servicer has made any other arrangements satisfactory to each of Moody’s and Standard & Poor’s, if that agency is hired to rate the secured notes or the notes secured by the secured notes.

“Moody’s”: means Moody’s Investor Service, Inc. or any successor thereto.

“MSRP”: is defined on page [S-    ].

“Note Class Interest Distributable Amount”: means for any class of notes and any distribution date, the product of (1) the outstanding principal balance of that class as of the close of the preceding distribution date, or, in the case of the first distribution date, the outstanding principal balance of that class on the closing date, and (2) in the case of (A) the fixed rate notes other than the Class A-1 Notes, 1/12 of the interest rate for that class, or, in the case of the first distribution date, the interest rate for that class multiplied by a fraction, the numerator of which is 17 and the denominator of which is 360, and (B) in the case of the floating rate notes and the Class A-1 Notes, the product of the interest rate for that class for that distribution date and a fraction, the numerator of which is the number of days elapsed from and including the prior distribution date, or, in the case of the first distribution date, from and including the closing date, to but excluding that distribution date and the denominator of which is 360.

“Noteholders’ Interest Distributable Amount”: means for any Distribution Date, the Aggregate Class Interest Distributable Amount for the Controlling Class.

“Noteholders’ Regular Principal Distributable Amount”: means for any Distribution Date, the lesser of:

(A) the outstanding principal balance of the notes as of the close of the immediately preceding distribution date or in the case of the first distribution date, the outstanding principal balance of the notes on the closing date; and

(B) the excess, if any, of:

(1) the outstanding principal balance of the notes on that distribution date (after giving effect to any Aggregate Noteholders’ Priority Principal Distributable Amount for that date), over

(2) the result of the Aggregate ABS Value as of the close of business on the last day of the related Collection Period, minus the Aggregate Overcollateralization Amount.

[For any distribution date related to the revolving period, the Noteholders’ Regular Principal Distributable Amount is zero.]

Notwithstanding the foregoing, on the final scheduled distribution date for any class of the notes, the Noteholders’ Regular Principal Distributable Amount shall equal the greater of (1) the amount specified above and (2) the excess of (x) the outstanding principal balance of that class of notes as of the preceding distribution date, over (y) the Aggregate Noteholders’ Priority Principal Distributable Amount allocable to that class on that distribution date in accordance with the priorities specified in the CARAT Indenture.

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[“Note Insurer”: is defined on page [S-    ]].

“Offered Notes”: is defined on page [S-    ].

“One-Month LIBOR”: is defined on page [S-    ].

“Original FICO Score Range”: is defined on page [S-    ].

“Outstanding Advance”: means as of the last day of a Collection Period and with respect to a Lease Asset, the sum of all Monthly Payment Advances and Residual Advances made on or prior to that date, minus all payments made or collections received on or prior to that date that are specified in the COLT Servicing Agreement as reducing Outstanding Advances with respect to that Lease Asset.

“Overdue Payment”: means with respect to each distribution date and a Lease Asset, all payments, other than Supplemental Servicing Fees, Excluded Amounts and Sales and Use Tax Amounts, received by the Servicer from or for the account of the related lessee during the related Collection Period, to the extent of the portion of any Outstanding Advances made with respect to that Lease Asset.

“Payment Ahead Servicing Account”: means the account established and maintained by the Servicer, for the benefit of the lessees, in the name of the COLT indenture trustee, into which the Servicer or the COLT indenture trustee will deposit Excess Payments to the extent required by the COLT Servicing Agreement. The Payment Ahead Servicing Account will not be property of COLT.

“Payments Ahead”: means with respect to each distribution date and any lease, the aggregate of all Excess Payments on that lease received during or prior to the related Collection Period minus the aggregate of all Applied Payments Ahead on that lease that were applied on any prior distribution date.

“Plan Assets”: is defined on page [S-    ].

“Primary Swap”: is defined on page [S-    ].

“PTCE”: is defined on page [S-    ].

“PTE”: is defined on page [S-    ].

“Pull Ahead Agent”: is defined on page [S-    ].

“Pull Ahead Funding Agreement”: means the COLT 20        -SN Pull Ahead Funding Agreement, dated as of the closing date, between COLT, the Pull Ahead Agent and the COLT indenture trustee.

“Pull Ahead Lease Asset”: means a Lease Asset for which the lessee has elected to terminate the related lease prior to its scheduled lease end date by delivering the related vehicle to a dealer in connection with a Pull Ahead Program.

“Pull Ahead Payment”: means with respect to any lease and any related distribution date, the sum of (1) all remaining Monthly Lease Payments due in accordance with the terms of the lease, (2) all due and unpaid Monthly Lease Payments, and (3) any Pull Ahead Payment that was due but not paid in full on any prior distribution date.

“Pull Ahead Program”: means any program instituted by the Pull Ahead Agent or by General Motors pursuant to which the lessee is permitted to terminate a lease prior to its scheduled lease end date without payment by the lessee of all or a portion of the remaining Monthly Lease Payments due in accordance with the terms of the related lease.

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“Reference Bank Rate”: means for any distribution date, a rate determined on the basis of the rates at which deposits in U.S. dollars are offered by reference banks as of 11:00 a.m., London time, on the date that is two LIBOR Business Days prior to the immediately preceding distribution date to prime banks in the London interbank market for a period of one month, in amounts approximately equal to the then outstanding principal amount of the applicable class of floating rate notes. The reference banks will be four major banks that are engaged in transactions in the London interbank market, selected by the CARAT indenture trustee after consultation with the depositor. The CARAT indenture trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two quotations are provided, the rate will be the arithmetic mean of the quotations, rounded upwards to the nearest one-sixteenth of one percent. If on that date fewer than two quotations are provided as requested, the rate will be the arithmetic mean, rounded upwards to the nearest one-sixteenth of one percent, of the rates quoted by one or more major banks in New York City, selected by the CARAT indenture trustee after consultation with the depositor, as of 11:00 a.m., New York City time, on that date to leading European banks for U.S. dollar deposits for a period of one month in amounts approximately equal to the principal amount of the then outstanding floating rate notes. If no quotation can be obtained, then One-Month LIBOR will be the rate from the prior distribution date.

“Reserve Account Available Amount”: means as of any date of determination, the cash and other eligible investments on deposit in the reserve account on that date of determination.

“Reserve Account Required Amount”: is defined on page [S-    ].

[“Revolving Period”: is defined on page [S-    ].]

“Residual Advance”: means as of the last day of each Collection Period, with respect to any distribution date and any lease (1) which terminated by reason of having reached its scheduled lease end date 120 days or more prior to the last day of that Collection Period, and (2) for which the related vehicle has not been sold during or prior to that Collection Period, an amount advanced by the Servicer equal to the lesser of (x) the Lease Residual for the related vehicle, reduced in the case of any Extended Lease, by the aggregate amount of any Extended Lease Payments with respect to that Lease Asset received by the Servicer since the scheduled lease end date of that Lease Asset, and (y) the amount that the Servicer, in its sole discretion, has estimated will be recoverable from the sale or other disposition of the related vehicle.

“Sale Proceeds”: means with respect to any Lease Asset and the distribution date following the Collection Period in which the related vehicle was sold or otherwise disposed of by the Servicer, an amount equal to the sum of the following:

(1) all proceeds from the sale of the related vehicle following the termination of the lease, including any amounts realized from sales to dealers, during the related Collection Period, plus

(2) if the lease terminated prior to its scheduled lease end date (other than by reason of being a Pull Ahead Lease Asset), all amounts paid by the lessee in connection with the early termination of the lease, plus

(3) without duplication of any amounts described in clause (1) or (2), any other amounts (other than Excluded Amounts, Supplemental Servicing Fees, Excess Payments, any Extended Lease Payments on that Lease Asset and Sales and Use Tax Amounts) received by the Servicer during the related Collection Period with respect to the lease after its scheduled lease end date, including all amounts collected by the Servicer in respect of excess wear and excess mileage charges for the related vehicle, minus

(4) the sum of (a) any liquidation expenses with respect to that Lease Asset, (b) any amounts that are required to be paid or refunded to the lessee and/or any other person or entity under applicable law and (c) any Sales and Use Tax Amounts payable under the lease.

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“Sales and Use Tax Amount”: means the portion of each payment under a Lease Asset that is allocable to fees and sales, use or other taxes or payments due under the lease.

“Second Priority Principal Distributable Amount”: means with respect to any distribution date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal balance of the Class A Notes and the Class B Notes as of the preceding distribution date (after giving effect to any principal payments made on the Class A Notes and the Class B Notes on that date) (or with respect to the first distribution date, on the closing date), over (b) the Aggregate ABS Value of the Lease Assets at the close of business of the related Collection Period, and (ii) the First Priority Principal Distributable Amount, if any, with respect to that distribution date.

“Secured Notes”: is defined on page [S-    ].

“Secured Note Interest Distributable Amount”: means with respect to each secured note and any distribution date, the sum of:

(a) the Secured Note Monthly Accrued Interest for that secured note on that distribution date;

(b) any Secured Note Interest Distributable Amount due but not paid with respect to that secured note on the preceding distribution date; and

(c) interest on any unpaid Secured Note Interest Distributable Amount specified in clause (b) determined by multiplying

(1) the Secured Note Rate, by

(2) the amount of the unpaid Secured Note Interest Distributable Amount, and by

(3) 1/12.

“Secured Note Monthly Accrued Interest”: means with respect to any distribution date and each secured note, the product of (1) the Secured Note Principal Balance of the secured note at the close of business on the preceding distribution date (after giving effect to the distribution of the Secured Note Principal Distributable Amount on that date or, with respect to the first distribution date, the initial Secured Note Principal Balance of the note), (2) 1/12 (or, with respect to the first distribution date, the actual number of days from and including the closing date to but excluding that distribution date, divided by 360), and (3) the Secured Note Rate.

“Secured Note Percentage”: means     %.

“Secured Note Principal Balance”: means with respect to a secured note on any date of determination, an amount equal to (a) 50% of the Initial ABS Value reduced by (b) all payments prior to the date of determination in respect of principal made to the holder of that secured note.

“Secured Note Principal Carryover Shortfall”: means with respect to any distribution date, the excess, as of the close of business on that distribution date of (1) the Secured Note Principal Distributable Amount for that distribution date, over (2) the amount that was actually paid on that distribution date in respect of principal on the secured notes.

“Secured Note Principal Distributable Amount”: means for any distribution date, the lesser of:

(a) the Aggregate Secured Note Principal Balance at the close of business on the immediately preceding distribution date (after giving effect to any principal payments made on the secured notes on that date) (or with respect to the first distribution date, on the closing date); and

(b) an amount equal to the excess, if any, of (i) the aggregate Secured Note Principal Balance as of the close of business on the immediately preceding distribution date (after giving effect to any principal

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payments made on the secured notes on that date) (or with respect to the first distribution date, on the closing date), over (ii) the result of the Aggregate ABS Value as of the close of business on the last date of the related Collection Period minus the COLT Overcollateralization Amount.

Notwithstanding the foregoing, on the final maturity date for the secured notes, the Secured Note Principal Distributable Amount will also include the amount that is necessary, after giving effect to other amounts withdrawn on the distribution date and allocable to payments of principal, to reduce the outstanding principal balance of the secured notes to zero.

“Secured Note Rate”: means     % per annum.

“Servicer”: is defined on page [S-    ].

“Standard & Poor’s” means Standard & Poor’s Rating Services, a division of the McGraw Hill Companies, Inc. or any successor thereto.

“Stated Residual Value”: means with respect to a Lease Asset, the residual value of the related vehicle as set forth in the related lease.

[“Subsequent Cut-off Date”: is defined on page [S-    ].]

[“Subsequent Hypothetical Pool of Lease Assets”: is defined on page [S-    ].]

“Supplemental Servicing Fee”: means with respect to a Collection Period, all investment earnings on the COLT collection account, the reserve account and the Payment Ahead Servicing Account during that Collection Period and any late fees, NSF check charges, disposition fees, purchase option fees, prepayment charges and other administrative fees and expenses or similar charges with respect to the Lease Assets, collected (from whatever source) on the Lease Assets during that Collection Period.

“Swap Counterparty”: is defined on page [S-    ].

“Titling Agent”: is defined on page [S-    ].

“Total Available Amount”: is defined on page [S-    ].

“Transfer and Servicing Agreements”: has the meaning specified in the accompanying prospectus.

“Trust Administrator”: is defined on page [S-    ].

“Trust Administrator Fee”: is defined on page [S-    ].

“Trust Administrator Fee Rate”: means     % per annum.

“Trust Overcollateralization Amount”: means $            , which is the excess of initial aggregate Secured Note Principal Balance on the cut-off date over the initial outstanding principal balance of the notes.

“Unapplied Extended Lease Payment Amount”: means with respect to each distribution date, the amount of any Extended Lease Payments deposited into the COLT collection account by the Servicer during the related Collection Period in respect of Unapplied Extended Leases.

“Unapplied Extended Leases”: means with respect to each distribution date, any Extended Lease that has not become a Liquidating Lease Asset during or prior to the related Collection Period.

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“VAULT”: means Vehicle Asset Universal Leasing Trust, a Delaware statutory trust created under the Statutory Trust Statute under the VAULT Trust Agreement.

“VAULT Trust Agreement”: means the Second Amended and Restated Trust and Servicing Agreement, dated as of March 25, 2004, between Ally Financial, as the Servicer and initial beneficiary, and the VAULT Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“VAULT Trustee”: means BNY Mellon Trust of Delaware, as successor to Chase Bank USA, National Association, as trustee of VAULT under the VAULT Trust Agreement.

“Warranty Payment”: means with respect to each Lease Asset, an amount equal to the sum of (1) the ABS Value of that Lease Asset determined as of the close of business on the last day of the Collection Period prior to the Collection Period as of which Ally Financial is required (or, if earlier, elects) to repurchase that Lease Asset, and (2) all Outstanding Advances made with respect to past due and unpaid Monthly Lease Payments due under that Lease Asset that remain outstanding on the date of repurchase.

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APPENDIX A: STATIC POOL DATA

The following information represents static pool data (1) regarding all of the sponsor’s publicly offered securitized pools of automotive leases acquired since 2004, which is the year when the sponsor began securitizing automotive leases similar to the lease assets, as well as [two] privately offered securitization pools and (2) by vintage years for purchases by the sponsor of automotive leases similar to the lease assets during the preceding [five] years. The following information is incorporated by reference into the prospectus supplement, except to the extent of information with respect to originations prior to January 1, 2006, which is not a part of the prospectus supplement, the prospectus or the registration statement. Information omitted from the following tables is either unavailable or would only be available with unreasonable effort or expense.

A-1

CARAT 2005-SN1 PUBLIC OFFERING

Actual prepayments on a lease are any Monthly Lease Payments related to that lease in excess of the Monthly Lease Payment for that lease for the applicable period. These include voluntary prepayments, voluntary early terminations, payments from third parties, repurchases, repossession proceeds, funds not recovered due to chargeoffs and servicer advances. However, the “Prepayment Speeds” shown in the following table are the percentage of the actual Aggregate ABS Value of the pool represented by the difference between the actual month-end Aggregate ABS Value of the pool and the scheduled month-end Aggregate ABS Value of the pool. The amount by which the actual Aggregate ABS Value is lower than the scheduled Aggregate ABS Value is the “prepayment amount.” The “prepayment amount” is divided by the scheduled Aggregate ABS Value at month-end and then by the number of months elapsed since the cut-off date to determine the average prepayment rate. The prepayment rate for the most recent month is determined from the cumulative average prepayment rates for the current and immediately prior months. ABS prepayment speeds, on the other hand, are measured as a percentage of the cut-off date Aggregate ABS Value. The “Cumulative Net Losses (Gains) on Early Term Defaults” and “Cumulative Net Losses (Gains) on Returned Vehicles Sold by Ally Financial” shown in the following table represent actual charge-offs, net of recoveries, on the CARAT 2005-SN1 portfolio of lease assets. With respect to “Cumulative Net Losses (Gains) on Early Term Defaults” and “Cumulative Net Losses (Gains) on Returned Vehicles Sold by Ally Financial,” the percentage presented represents the “Cumulative Net Losses (Gains) on Early Term Defaults” and “Cumulative Net Losses (Gains) on Returned Vehicles Sold by Ally Financial” for the reporting period as a percentage of the initial Aggregate ABS Value.

Initial Aggregate Principal Balance of COLT 2005-SN1 Secured Notes of $1,970,002,649.40.

Initial Aggregate ABS Value of the Series 2005-SN1 Lease Assets= $2,000,005,298.811

Delinquency

Total Number of Contracts

Cumulative Net Losses (Gains)  on Early Term Defaults

Cumulative Net Losses (Gains) on Returned Vehicles Sold by Ally Financial

31-60 days

61-90 days

Over 90 days

Month

Prepayment Speeds

Number of Contracts

%

Number of Contracts

%

Number of Contracts

%

$

%

$

%

March – 05

April – 05

May – 05

June – 05

July – 05

August – 05

September – 05

October – 05

November – 05

December – 05

January – 06

February – 06

March – 06

April – 06

May – 06

June – 06

July – 06

A-2

Initial Aggregate ABS Value of the Series 2005-SN1 Lease Assets= $2,000,005,298.811

Delinquency

Total Number of Contracts

Cumulative Net Losses (Gains)  on Early Term Defaults

Cumulative Net Losses (Gains) on Returned Vehicles Sold by Ally Financial

31-60 days

61-90 days

Over 90 days

Month

Prepayment Speeds

Number of Contracts

%

Number of Contracts

%

Number of Contracts

%

$

%

$

%

August – 06

September – 06

October – 06

November – 06

December – 06

January – 07

February – 07

March – 07

April – 07

May – 07

June – 07

July – 07

August – 07

September – 07

October – 07

November – 07

December – 07

January – 08

February – 08

March – 08

April – 08

A-3

As used in the following table, the “Remaining Term (Months)” and “Original Term (Months)” are the weighted averages of such terms.

CARAT 2005-SN1: Initial Characteristics of Lease Assets

	Average	Minimum	Maximum
ABS Value
Lease Residual
Seasoning (Months)
Remaining Term (Months)
Original Term (Months)
Lease Residual as a % of ABS Value
Lease Residual as a % of Adjusted MSRP
Percentage of New Vehicles
Weighted Average FICO Score	[Not available]
FICO Score Range	[Not available]
Cut-Off Date	March 1, 2005

CARAT 2005-SN1: Initial Distribution of Lease Assets by Original Lease Term

Original Term	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value	Aggregate Lease Residual as a % of Aggregate Adjusted MSRP
0 to 24
25 to 36
37 to 48
Total

CARAT 2005-SN1: Initial Distribution of Lease Assets by Remaining Lease Term

Scheduled Lease End Date	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value	Lease Residual as of % of Adjusted MSRP
Jun 2005 – Aug 2005
Sep 2005 – Nov 2005
Dec 2005 – Feb 2006
Mar 2006 – May 2006
Jun 2006 – Aug 2006
Sep 2006 – Nov 2006
Dec 2006 – Feb 2007
Mar 2007 – May 2007
Jun 2007 – Aug 2007
Sep 2007 – Nov 2007
Dec 2007 – Feb 2008
Mar 2008 – May 2008
Jun 2008 – Aug 2008
Sep 2008 – Nov 2008
Dec 2008 – Feb 2009
Total

A-4

CARAT 2005-SN1: Initial Distribution of Lease Assets by State

State of Origination	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
Michigan
Florida
New Jersey
Pennsylvania
California
Indiana
Other
Total

CARAT 2005-SN1: Initial Distribution of Lease Assets by Vehicle Make

Breakdown by Vehicle Make	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
Chevrolet
Cadillac
GMC
Pontiac
Buick
Saturn
Hummer
Oldsmobile
Total

CARAT 2005-SN1: Initial Distribution of Lease Assets by Model

Model	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
Trailblazer
Envoy
Escalade
CTS
Deville
Grand Prix
Other
Total

A-5

CARAT 2005-SN1: Servicer Advances

Month	Residual Advances	Monthly Payment Advances
March – 05
April – 05
May – 05
Jun – 05
Jul – 05
Aug – 05
Sep – 05
Oct – 05
Nov – 05
Dec – 05
Jan – 06
Feb – 06
Mar – 06
Apr – 06
May – 06
Jun – 06
Jul – 06
Aug – 06
Sep – 06
Oct – 06
Nov – 06
Dec – 06
Jan – 07
Feb – 07
Mar – 07
Apr – 07
May – 07
Jun – 07
Jul – 07
Aug – 07
Sep – 07
Oct – 07
Nov – 07
Dec – 07
Jan – 08
Feb – 08
Mar – 08
Apr – 08
Total

A-6

CARAT 2005-SN1: Pull Ahead Payments

	Pull Ahead Payments
Mar – 05
Apr – 05
May – 05
Jun – 05
Jul – 05
Aug – 05
Sep – 05
Oct – 05
Nov – 05
Dec – 05
Jan – 06
Feb – 06
Mar – 06
Apr – 06
May – 06
Jun – 06
Jul – 06
Aug – 06
Sep – 06
Oct – 06
Nov – 06
Dec – 06
Jan – 07
Feb – 07
Mar – 07
Apr – 07
May – 07
Jun – 07
Jul – 07
Aug – 07
Sep – 07
Oct – 07
Nov – 07
Dec – 07
Jan – 08
Feb – 08
Mar – 08
Apr – 08
Total

A-7

CARAT 2006-PR1 PRIVATE OFFERING

Initial Aggregate Principal Balance of COLT 2006-PR1 Secured Notes of $2,470,508,583.06.

ABS Value of the Series 2006-PR1 Lease Assets of $2,700,009,380.39

Delinquency

Total Number of Contracts

Monthly Net Losses (Gains) on Early Term Defaults

Monthly Net Losses (Gains) on Returned Vehicles Sold by Ally Financial

31-60 days

61-90 days

Over 90 days

Month

Prepayment Speeds

Number of Contracts

%

Number of Contracts

%

Number of Contracts

%

$

%

$

%

July – 06

August – 06

September – 06

October – 06

November – 06

December – 06

January – 07

February – 07

March – 07

April – 07

May – 07

June – 07

July – 07

August – 07

September – 07

October – 07

November – 07

December – 07

January – 08

February – 08

March – 08

April – 08

May – 08

June – 08

July – 08

August – 08

September – 08

October – 08

November – 08

December – 08

January – 09

February – 09

March – 09

April – 09

May – 09

June – 09

July – 09

August – 09

September – 09

October – 09

A-8

CARAT 2006-PR1: Initial Characteristics of Lease Assets

	Average	Minimum	Maximum
ABS Value
Lease Residual
Seasoning (Months)
Remaining Term (Months)
Original Term (Months)
Lease Residual as a % of ABS Value
Lease Residual as a % of Adjusted MSRP
Percentage of New Vehicles
FICO Score Range
Cut-Off Date	July 1, 2006

CARAT 2006-PR1: Initial Distribution of Lease Assets by Original Lease Term

Original Term	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value	Aggregate Lease Residual as a % of Aggregate Adjusted MSRP
0 to 24
25 to 36
37 to 39
40 to 48
Total

CARAT 2006-PR1: Initial Distribution of Lease Assets by Remaining Lease Term

Scheduled Lease End Date	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value	Lease Residual as a % of Adjusted MSRP
Jul 2006 – Sep 2006
Oct 2006 – Dec 2006
Jan 2007 – Mar 2007
Apr 2007 – Jun 2007
Jul 2007 – Sep 2007
Oct 2007 – Dec 2007
Jan 2008 – Mar 2008
Apr 2008 – Jun 2008
Jul 2008 – Sep 2008
Oct 2008 – Dec 2008
Jan 2009 – Mar 2009
Apr 2009 – Jun 2009
Jul 2009 – Sep 2009
Oct 2009 – Dec 2009
Jan 2010 – Mar 2010
Apr 2010 – Jun 2010
Total

A-9

CARAT 2006-PR1: Initial Distribution of Lease Assets by State

State of Origination	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
Michigan
New York
Florida
New Jersey
Pennsylvania
Indiana
California
Other
Total

CARAT 2006-PR1: Initial Distribution of Lease Assets by Vehicle Make

Vehicle Make	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
Chevrolet
Cadillac
GMC
Pontiac
Hummer
Buick
Saturn
Oldsmobile
Total

CARAT 2006-PR1: Initial Distribution of Lease Assets by Model

Model	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
Trailblazer
Envoy
C / K Pickup
Escalade
CTS
Other
Total

A-10

CARAT 2006-PR1: Initial Distribution of Lease Assets by State

Original FICO Band	Number of Lease Assets	Initial ABS Value	Percentage of Initial ABS Value
300 to 400
401 to 420
421 to 440
441 to 460
461 to 480
481 to 500
501 to 520
521 to 540
541 to 560
561 to 580
581 to 600
601 to 620
621 to 640
641 to 660
661 to 680
681 to 700
701 to 720
721 to 740
741 to 760
761 to 780
781 to 800
801 to 820
821 to 840
841 to 860
861 to 880
881 to 900
Total
Out of Range
Total

A-11

CARAT 2006-PR1: Servicer Advances

Month	Residual Advances	Monthly Payment Advances
July 2006
August 2006
September 2006
October 2006
November 2006
December 2006
January 2007
February 2007
March 2007
April 2007
May 2007
June 2007
July 2007
August 2007
September 2007
October 2007
November 2007
December 2007
January 2008
February 2008
March 2008
April 2008
May 2008
June 2008
July 2008
August 2008
September 2008
October 2008
November 2008
December 2008
January 2009
February 2009
March 2009
April 2009
May 2009
June 2009
July 2009
August 2009
September 2009
October 2009
Total

A-12

CARAT 2006-PR1: Pull Ahead Payment Advances

Month	Pull Ahead Payment Advances
July 2006
August 2006
September 2006
October 2006
November 2006
December 2006
January 2007
February 2007
March 2007
April 2007
May 2007
June 2007
July 2007
August 2007
September 2007
October 2007
November 2007
December 2007
January 2008
February 2008
March 2008
April 2008
May 2008
June 2008
July 2008
August 2008
September 2008
October 2008
November 2008
December 2008
January 2009
February 2009
March 2009
April 2009
May 2009
June 2009
July 2009
August 2009
September 2009
October 2009
Total

A-13

CARAT 2007-SN1 PUBLIC OFFERING

Actual prepayments on a lease are any Monthly Lease Payments related to that lease in excess of the Monthly Lease Payment for that lease for the applicable period. These include voluntary prepayments, voluntary early terminations, payments from third parties, repurchases, repossession proceeds, funds not recovered due to chargeoffs and servicer advances. However, the “Prepayment Speeds” shown in the following table are the percentage of the actual Aggregate ABS Value of the pool represented by the difference between the actual month-end Aggregate ABS Value of the pool and the scheduled month-end Aggregate ABS Value of the pool. The amount by which the actual Aggregate ABS Value is lower than the scheduled Aggregate ABS Value is the “prepayment amount.” The “prepayment amount” is divided by the scheduled Aggregate ABS Value at month-end and then by the number of months elapsed since the cut-off date to determine the average prepayment rate. The prepayment rate for the most recent month is determined from the cumulative average prepayment rates for the current and immediately prior months. ABS prepayment speeds, on the other hand, are measured as a percentage of the cut-off date Aggregate ABS Value. The “Cumulative Net Losses (Gains) on Early Term Defaults” and “Cumulative Net Losses (Gains) on Returned Vehicles Sold by Ally Financial” shown in the following table represent actual charge-offs, net of recoveries, on the CARAT 2007-SN1 portfolio of lease assets. With respect to “Cumulative Net Losses (Gains) on Early Term Defaults” and “Cumulative Net Losses (Gains) on Returned Vehicles Sold by Ally Financial,” the percentage presented represents the “Cumulative Net Losses (Gains) on Early Term Defaults” and “Cumulative Net Losses (Gains) on Returned Vehicles Sold by Ally Financial” for the reporting period as a percentage of the initial Aggregate ABS Value.

Initial Aggregate Principal Balance of COLT 2007-SN1 Secured Notes of $2,325,007,063.65.

Initial Aggregate ABS  Value of the Series 2007-SN1 Lease Assets= $2,500,008,486.50

Delinquency

Total Number of Contracts

Cumulative  Net Losses (Gains) on Early Term Defaults

Cumulative Net Losses (Gains) on Returned Vehicles Sold by Ally Financial

31-60 days

61-90 days

Over 90 days

Month

Prepayment Speeds

Number of Contracts

%

Number of Contracts

%

Number of Contracts

%

$

%

$

%

March – 05

April – 05

May – 05

June – 05

July – 05

August – 05

September – 05

October – 05

November – 05

December – 05

January – 06

February – 06

March – 06

April – 06

May – 06

June – 06

July – 06

A-14

Initial Aggregate ABS  Value of the Series 2007-SN1 Lease Assets= $2,500,008,486.50

Delinquency

Total Number of Contracts

Cumulative  Net Losses (Gains) on Early Term Defaults

Cumulative Net Losses (Gains) on Returned Vehicles Sold by Ally Financial

31-60 days

61-90 days

Over 90 days

Month

Prepayment Speeds

Number of Contracts

%

Number of Contracts

%

Number of Contracts

%

$

%

$

%

August – 06

September – 06

October – 06

November – 06

December – 06

January – 07

February – 07

March – 07

April – 07

May – 07

June – 07

July – 07

August – 07

September – 07

October – 07

November – 07

December – 07

January – 08

February – 08

March – 08

April – 08

May – 08

June – 08

July – 08

August – 08

September – 08

October – 08

November – 08

December – 08

January – 09

February – 09

March – 09

April – 09

May – 09

June – 09

July – 09

August – 09

September – 09

October – 09

November – 09

December – 09

January – 10

February – 10

March – 10

A-15

As used in the following table, the “Remaining Term (Months)” and “Original Term (Months)” are the weighted averages of such terms.

CARAT 2007-SN1: Initial Characteristics of Lease Assets

	Average		Minimum	Maximum
ABS Value
Lease Residual
Seasoning (Months)
Remaining Term (Months)
Original Term (Months)
Lease Residual as a % of ABS Value
Lease Residual as a % of Adjusted MSRP
Percentage of New Vehicles
Weighted Average FICO Score	[Not available	]
FICO Score Range
Cut-Off Date	April 1, 2007

CARAT 2007-SN1: Initial Distribution of Lease Assets by Original Lease Term

Original Term	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value	Aggregate Lease Residual as a % of Aggregate Adjusted MSRP
0 to 24
25 to 36
37 to 39
40 to 48
Total

CARAT 2007-SN1: Initial Distribution of Lease Assets by Remaining Lease Term

Scheduled Lease End Date	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value	Lease Residual as of % of Adjusted MSRP
Apr 2007 – June 2007
Jul 2007 – Sep 2007
Oct 2007 – Dec 2007
Jan 2008 – Mar 2008
Apr 2008 – Jun 2008
Jul 2008 – Sep 2008
Oct 2008 – Dec 2008
Jan 2009 – Mar 2009
Apr 2009 – June 2009
Jul 2009 – Sep 2009
Oct 2009 – Dec 2009
Jan 2010 – Mar 2010
Apr 2010 – Jun 2010
Jul 2010 – Sep 2010
Oct 2010 – Dec 2010
Jan 2011 – Mar 2011
Total

A-16

CARAT 2007-SN1: Initial Distribution of Lease Assets by State

State of Origination	Number of Lease Assets	Percentage of Total Number  of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
Michigan
New York
Florida
New Jersey
California
Pennsylvania
Other
Total

CARAT 2007-SN1: Initial Distribution of Lease Assets by Vehicle Make

Breakdown by Vehicle Make	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
Chevrolet
Cadillac
GMC
Pontiac
Hummer
Buick
Saturn
Oldsmobile
Total

CARAT 2007-SN1: Initial Distribution of Lease Assets by Model

Model	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
Escalade
Trailblazer
Yukon
Impala
Tahoe
CTS
G6
Other
Total

A-17

CARAT 2007-SN1: Distribution of the Lease Assets by Original FICO Score

Original FICO Band	Number of Lease Assets	Initial ABS Value	Percentage of Initial ABS Value
300-400
401-420
421-440
441-460
461-480
481-500
501-520
521-540
541-560
561-580
581-600
601-620
621-640
641-660
661-680
681-700
701-720
721-740
741-760
761-780
781-800
801-820
821-840
841-860
861-880
881-900
Total
Out of Range
Total

CARAT 2007-SN1: Servicer Advances

Month	Residual Advances	Monthly Payment Advances
March – 05
April – 05
May – 05
Jun – 05
Jul – 05
Aug – 05
Sep – 05
Oct – 05
Nov – 05
Dec – 05
Jan – 06

A-18

Month	Residual Advances	Monthly Payment Advances
Feb – 06
Mar – 06
Apr – 06
May – 06
Jun – 06
Jul – 06
Aug – 06
Sep – 06
Oct – 06
Nov – 06
Dec – 06
Jan – 07
Feb – 07
Mar – 07
Apr – 07
May – 07
Jun – 07
Jul – 07
Aug – 07
Sep – 07
Oct – 07
Nov – 07
Dec – 07
Jan – 08
Feb – 08
Mar – 08
Apr – 08
May – 08
Jun – 08
Jul – 08
Aug – 08
Sep – 08
Oct – 08
Nov – 08
Dec – 08
Jan – 09
Feb – 09
Mar – 09
Apr – 09
May – 09
Jun – 09
Jul – 09
Aug – 09
Sep – 09
Oct – 09
Nov – 09
Dec – 09
Jan – 10
Feb – 10
Mar – 10
Total

A-19

CARAT 2007-SN1: Pull Ahead Payments

	Pull Ahead Payments
March – 05
April – 05
May – 05
Jun – 05
Jul – 05
Aug – 05
Sept – 05
Oct – 05
Nov – 05
Dec – 05
Jan – 06
Feb – 06
Mar – 06
Apr – 06
May – 06
Jun – 06
Jul – 06
Aug – 06
Sep – 06
Oct – 06
Nov – 06
Dec – 06
Jan – 07
Feb – 07
Mar – 07
Apr – 07
May – 07
Jun – 07
Jul – 07
Aug – 07
Sep – 07
Oct – 07
Nov – 07
Dec – 07
Jan – 08
Feb – 08
Mar – 08
Apr – 08
May – 08
Jun – 08
Jul – 08
Aug – 08
Sep – 08
Oct – 08
Nov – 08
Dec – 08
Jan – 09
Feb – 09
Mar – 09

A-20

	Pull Ahead Payments
Apr – 09
May – 09
Jun – 09
Jul – 09
Aug – 09
Sep – 09
Oct – 09
Nov – 09
Dec – 09
Jan – 10
Feb – 10
Mar – 10
Total

A-21

CARAT 2007-PR2 PRIVATE OFFERING

Initial Aggregate Principal Balance of COLT 2007-PR2 Secured Notes of $2,399,551,018.50

ABS Value of the Series 2007-PR2 Lease Assets of $2,580,135,799.92

Delinquency

Total Number  of Contracts

Monthly  Net Losses (Gains) on Early Term Defaults

Monthly Net Losses (Gains) on Returned Vehicles Sold by Ally Financial

31-60 days

61-90 days

Over 90 days

Month

Prepayment Speeds

Number of Contracts

%

Number of Contracts

%

Number of Contracts

%

$

%

$

%

July – 06

August – 06

September – 06

October – 06

November – 06

December – 06

January – 07

February – 07

March – 07

April – 07

May – 07

June – 07

July – 07

August – 07

September – 07

October – 07

November – 07

December – 07

January – 08

February – 08

March – 08

April – 08

May – 08

June – 08

July – 08

August – 08

September – 08

October – 08

November – 08

December – 08

January – 09

February – 09

March – 09

April – 09

May – 09

June – 09

A-22

Month

July – 09

August – 09

September – 09

October – 09

November – 09

December – 09

January – 10

February – 10

March – 10

CARAT 2007-PR2: Initial Characteristics of Lease Assets

	Average	Minimum	Maximum
ABS Value
Lease Residual
Seasoning (Months)
Remaining Term (Months)
Original Term (Months)
Lease Residual as a % of ABS Value
Lease Residual as a % of Adjusted MSRP
Percentage of New Vehicles
FICO Score Range
Cut-Off Date	November 1, 2007

CARAT 2007-PR2: Initial Distribution of Lease Assets by Original Lease Term

Original Term	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value	Aggregate Lease Residual as a % of Aggregate Adjusted MSRP
0 to 24
25 to 36
37 to 39
40 to 48
Total

A-23

CARAT 2007-PR2: Initial Distribution of Lease Assets by Remaining Lease Term

Scheduled Lease End Date	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value	Lease Residual as a % of Adjusted MSRP
Nov 2007 – Jan 2008
Feb 2008 – Apr 2008
May 2008 – Jul 2008
Aug 2008 – Oct 2008
Nov 2008 – Jan 2009
Feb 2009 – Apr 2009
May 2009 – Jul 2009
Aug 2009 – Oct 2009
Nov 2009 – Jan 2010
Feb 2010 – Apr 2010
May 2010 – Jul 2010
Aug 2010 – Oct 2010
Nov 2010 – Jan 2011
Feb 2011 – Apr 2011
May 2011 – Jul 2011
Aug 2011 – Oct 2011
Total

CARAT 2007-PR2: Initial Distribution of Lease Assets by State

State of Origination	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
Michigan
New York
Florida
New Jersey
California
Pennsylvania
Other
Total

A-24

CARAT 2007-PR2: Initial Distribution of Lease Assets by Vehicle Make

Vehicle Make	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
Chevrolet
Cadillac
GMC
Saab
Pontiac
Saturn
Buick
Hummer
Oldsmobile
Isuzi
Other
Total

CARAT 2007-PR2: Initial Distribution of Lease Assets by Model

Model	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
Escalade
Trailblazer
C / K Pickup
Yukon
9/3
CTS
Tahoe
Impala
G6
Other
Total

A-25

CARAT 2007-PR2: Initial Distribution of Lease Assets by State

Original FICO Band	Number of Lease Assets	Initial ABS Value	Percentage of Initial ABS Value
300 to 400
401 to 420
421 to 440
441 to 460
461 to 480
481 to 500
501 to 520
521 to 540
541 to 560
561 to 580
581 to 600
601 to 620
621 to 640
641 to 660
661 to 680
681 to 700
701 to 720
721 to 740
741 to 760
761 to 780
781 to 800
801 to 820
821 to 840
841 to 860
861 to 880
881 to 900
Total
Out of Range
Total

A-26

CARAT 2007-PR2: Servicer Advances

Month	Residual Advances	Monthly Payment Advances
July 2006
August 2006
September 2006
October 2006
November 2006
December 2006
January 2007
February 2007
March 2007
April 2007
May 2007
June 2007
July 2007
August 2007
September 2007
October – 07
November – 07
December – 07
January – 08
February – 08
March – 08
April – 08
May – 08
June – 08
July – 08
August – 08
September – 08
October – 08
November – 08
December – 08
January – 09
February – 09
March – 09
April – 09
May – 09
June – 09
July – 09
August – 09
September – 09
October – 09
November – 09
December – 09
January – 10
February – 10
March – 10
Total

A-27

CARAT 2007-PR2: Pull Ahead Payment Advances

Month	Pull Ahead Payment Advances
July 2006
August 2006
September 2006
October 2006
November 2006
December 2006
January 2007
February 2007
March 2007
April 2007
May 2007
June 2007
July 2007
August 2007
September 2007
October – 07
November – 07
December – 07
January – 08
February – 08
March – 08
April – 08
May – 08
June – 08
July – 08
August – 08
September – 08
October – 08
November – 08
December – 08
January – 09
February – 09
March – 09
April – 09
May – 09
June – 09
July – 09
August – 09
September – 09
October – 09
November – 09
December – 09
January – 10
February – 10
March – 10
Total

A-28

VINTAGE ACQUISITION DATA

[YEAR] VINTAGE ACQUISITION DATA

				Initial Aggregate ABS Value of the Lease Assets = $
		Cumulative Gross Losses (Gains) on Early Term Defaults		Cumulative Gross Losses (Gains) on Returned Vehicles Sold by Ally Financial
Quarter	Total Number of Contracts	$	%	$	%
[2005 Q1
2005 Q2
2005 Q3
2005 Q4
2006 Q1
2006 Q2
2006 Q3
2006 Q4
2007 Q1
2007 Q2
2007 Q3
2007 Q4
2008 Q1
2008 Q2
2008 Q3
2008 Q4
2009 Q1
2009 Q2
2009 Q3
2009 Q4
2010 Q1]

The “Cumulative Gross Losses (Gains) on Early Term Defaults” and “Cumulative Gross Losses (Gains) on Returned Vehicles Sold by Ally Financial” shown in the preceding table represent actual charge-offs on the 2001 vintage acquisition portfolio of lease assets. With respect to “Cumulative Gross Losses (Gains) on Early Term Defaults” and “Cumulative Gross Losses (Gains) on Returned Vehicles Sold by Ally Financial,” the percentage presented represents the “Cumulative Gross Losses (Gains) on Early Term Defaults” and “Cumulative Gross Losses (Gains) on Returned Vehicles Sold by Ally Financial” for the reporting period as a percentage of the initial Aggregate ABS Value.

A-29

As used in the following table, the “Remaining Term (Months)” and “Original Term (Months)” are the weighted averages of such terms.

[YEAR] Acquisitions: Initial Characteristics of Lease Assets

	Average	Minimum	Maximum
ABS Value
Lease Residual
Seasoning (Months)
Remaining Term (Months)
Original Term (Months)
Lease Residual as a % of ABS Value
Lease Residual as a % of Adjusted MSRP
Percentage of New Vehicles
Weighted Average FICO Score
FICO Score Range

[YEAR] Vintage Acquisitions: Initial Distribution of Lease Assets by Original Lease Term

Original Term	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value	Aggregate Lease Residual as a % of Aggregate Adjusted MSRP
0 to 24
25 to 36
37 to 39
40 to 48
Greater than 48
Total

[YEAR] Vintage Acquisitions: Initial Distribution of Lease Assets by Remaining Lease Term

Scheduled Lease End Date	Number of Lease Assets	Percentage of Total Number  of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value	Lease Residual as of % of Adjusted MSRP
[            ]
[            ]
[            ]
[            ]
[            ]
Total

A-30

[YEAR] Vintage Acquisitions: Initial Distribution of Lease Assets by State

State of Origination	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
[State]
[State]
[State]
[State]
[State]
[State]
Other
Total

[YEAR] Vintage Acquisitions: Initial Distribution of Lease Assets by Vehicle Make

Breakdown by Vehicle Make	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
[Make]
[Make]
[Make]
[Make]
[Make]
[Make]
[Make]
[Make]
Other
Total

[YEAR] Vintage Acquisitions: Initial Distribution of Lease Assets by Model

Model	Number of Lease Assets	Percentage of Total Number of Lease Assets	Aggregate ABS Value	Percentage of Aggregate ABS Value
[Model]
[Model]
[Model]
Other
Total

A-31

[YEAR] Vintage Acquisitions: Pull Ahead Data

Quarter	Units	Average Waived Payments
[2005 Q1
2005 Q2
2005 Q3
2005 Q4
2006 Q1
2006 Q2
2006 Q3
2006 Q4
2007 Q1
2007 Q2
2007 Q3
2007 Q4
2008 Q1
2008 Q2
2008 Q3
2008 Q4
2009 Q1
2009 Q2
2009 Q3
2009 Q4
2010 Q1]

A-32

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Prospectus

Capital Auto Receivables Asset Trusts

Issuing Entities

Asset Backed Notes

Asset Backed Certificates

Capital Auto Receivables LLC

Depositor

Ally Financial Inc.

Sponsor and Servicer/ Trust Administrator

Prospective investors should consider carefully the risk factors set forth under “Risk Factors” in this prospectus, beginning on page 1.

The notes of any series represent obligations of the issuing entity that issued those notes only. The certificates of any series represent the beneficial interest in the issuing entity that issued those certificates only. The notes and certificates issued by any issuing entity do not represent obligations of or interests in, and are not guaranteed by, Capital Auto Receivables LLC, Ally Financial Inc., Central Originating Lease Trust, or any of their affiliates.

This prospectus may be used to offer and sell notes and certificates only if accompanied by the accompanying prospectus supplement.

The Issuing Entities—

The depositor will form a new issuing entity (each one of them, a “Trust” or the “issuing entity”) to issue each series of securities.

• The primary assets of each issuing entity will be:

• a series of non-recourse secured notes secured by new or used automobile and light duty truck leases and the related lease vehicles and all moneys due on the secured notes on and after the closing day;

• the lease assets, including payments under leases and amounts received upon sale of leased vehicles;

• proceeds from claims on any insurance policies relating to the leases and the leased vehicles;

• any recourse against dealers on the leases;

• rights of COLT under the VAULT Trust Agreement (solely with respect to the vehicles that are included in the related lease assets), the COLT Sale and Contribution Agreement, the COLT Custodian Agreement, the COLT Servicing Agreement and the other documents relating to the applicable series of COLT;

• the related COLT reserve account and all proceeds thereof;

• rights of the issuing entity under the Pooling and Administration Agreement, the Trust Sale and Administration Agreement, the COLT Indenture and the other documents relating to the issuing entity; and

• rights of the issuing entity under derivatives agreements, if the issuing entity enters into any derivatives agreements.

The Securities—

• will represent indebtedness of the issuing entity that issued those securities, in the case of notes, or beneficial interests in the issuing entity that issued those securities, in the case of certificates;

• will be paid only from the assets of the issuing entity that issued those securities and amounts on deposit in any CARAT reserve account for that issuing entity;

• will represent the right to payments in the amounts and at the times described in the accompanying prospectus supplement;

• may benefit from one or more forms of credit enhancement; and

• will be issued as part of a designated series, which will include one or more classes of notes and may include one or more classes of certificates.

Neither the SEC nor any state securities commission has approved or disapproved these securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 20        

Prospectus

RISK FACTORS	1
THE TRUSTS	6
Formation of the Issuing Entities	6
Issuing Entity Property	6
THE CARAT OWNER TRUSTEE	7
THE COLT OWNER TRUSTEE	8
THE CARAT INDENTURE TRUSTEE	8
THE SPONSOR	10
THE DEPOSITOR	11
THE SERVICER	12
VEHICLE ASSET UNIVERSAL LEASING TRUST	13
CENTRAL ORIGINATING LEASE TRUST	14
DESCRIPTION OF AUTO LEASE BUSINESS OF ALLY FINANCIAL	15
Underwriting of Motor Vehicle Leases	15
Determination of Residual Value	17
Terms of Motor Vehicle Leases	17
Insurance Required to be Maintained by Lessees	18
Vehicle Maintenance; Excess Wear and Excess Mileage	18
Servicing Procedures	19
Waivers, Modifications and Extensions	20
Collection and Repossession Procedures	20
Vehicle Disposition Process	21
Pull Ahead Programs	21
THE LEASE ASSETS	22
General	22
Representations, Warranties and Covenants	22
THE SECURED NOTES	25
Terms of the Secured Notes under the COLT Indenture	25
The COLT Indenture	26
The COLT Indenture Trustee	31
Delinquencies, Repossessions and Charge Offs	32
Ally Financial’s Responsibilities as Servicer and Trust Administrator	32
WEIGHTED AVERAGE LIFE OF THE SECURITIES	33
POOL FACTORS AND TRADING INFORMATION	34
USE OF PROCEEDS	35
THE NOTES	35
Principal and Interest on the Notes	35
Derivative Agreements	36
The CARAT Indenture	37
THE CERTIFICATES	43
Distributions of Interest and Certificate Balance	43
BOOK-ENTRY REGISTRATION; REPORTS TO SECURITYHOLDERS	44
Book-Entry Registration	44
Definitive Securities	45
Reports to Securityholders	46
THE TRANSFER AND SERVICING AGREEMENTS	48
Sale and Assignment of Lease Assets and Secured Notes	48
Additional Sales of Lease Assets	52
Accounts	52
Servicing and Administration Compensation and Payment of Expenses	55

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Servicing and Administration Procedures	56
Collections	57
Advances by the Servicer	58
Distributions	58
Credit Enhancement	59
Net Deposits	60
Statements to Trustees and Issuing Entity	61
Evidence as to Compliance	61
Changes to Servicer; Servicer Indemnification and Proceedings	62
Servicer Default	63
Rights Upon Servicer Default	64
Waiver of Past Defaults of Servicer	64
Changes to Trust Administrator; Trust Administrator Indemnification and Proceedings	64
Trust Administrator Default	65
Rights Upon Trust Administrator Default	66
Waiver of Past Defaults of Trust Administrator	66
Amendment	66
Insolvency Events	67
Certificateholder Liability; Indemnification	68
Termination	69
LEGAL ASPECTS OF THE SECURED NOTES AND THE LEASE ASSETS	70
Security Interest in the Secured Notes and the Leases and Leased Vehicles	70
Repossession of Leased Vehicles	72
Deficiency Judgments and Excess Proceeds	72
Consumer Protection Laws	72
Other Limitations	74
BANKRUPTCY ASPECTS OF THE SECURED NOTES	75
Bankruptcy of the Issuing Entity	75
Payments on the Notes and Certificates	76
FEDERAL INCOME TAX CONSEQUENCES	78
Qualifications on Opinion of Tax Counsel	78
COLT	79
The Notes	79
Trust Certificates	83
Partnership Certificates	86
Tax Non-Entity Certificates	90
Tax Shelter Disclosure and Investor List Requirements	90
STATE AND LOCAL TAX CONSEQUENCES	91
ERISA CONSIDERATIONS	91
Plan Asset Regulation	92
Underwriter’s Exemption	92
PLAN OF DISTRIBUTION	93
LEGAL OPINIONS	94
WHERE YOU CAN FIND MORE INFORMATION	94
INCORPORATION BY REFERENCE	94
GLOSSARY OF TERMS TO PROSPECTUS	95

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RISK FACTORS

Lack of First Priority Liens on Leased Vehicles, Leases or Secured Notes Could Make the Leases Uncollectible and Reduce or Delay Payments on the Secured Notes and the Securities	If the security interests in the leases, leased vehicles or secured notes as described in “Legal Aspects of the Secured Notes and the Lease Assets—Security Interest in the Secured Notes and the Leases and Leased Vehicles” are not properly perfected, the interests of Ally Financial, the depositor, the issuing entity and the CARAT Indenture Trustee in the leases, leased vehicles or secured notes would be subordinate to, among others, the following:
	(1)         a bankruptcy trustee of Ally Financial, COLT, VAULT, the depositor or the issuing entity; (2)         a subsequent purchaser of the leases, leased vehicles or secured notes; (3)         a holder of a perfected security interest in the leases, leased vehicles or secured notes; and (4)         a person who became a lien creditor with respect to the leases, leased vehicles or secured notes.
	The issuing entity and the CARAT Indenture Trustee may not be able to collect on the secured notes in the absence of a perfected security interest in the related leases and leased vehicles. Even if the issuing entity and the CARAT Indenture Trustee have a perfected security interest in the leases and leased vehicles, events could jeopardize the enforceability of that interest, such as:
	(1)         fraud or forgery by the vehicle owner; (2)         negligence or fraud by the servicer; (3)         mistakes by governmental agencies; (4)         liens for repairs or unpaid taxes; (5)         the exercise of legal rights of governmental agencies under various criminal statutes; (6)         the application of consumer protection laws; (7)         rights and defenses of obligors made under the vehicle leases; and (8)         bankruptcy of the obligor.
	See “Legal Aspects of the Secured Notes and the Lease Assets —Security Interest in the Secured Notes and the Leases and Leased Vehicles” in this prospectus for other events that could jeopardize that interest.
	Ally Financial, the depositor and the CARAT Indenture Trustee will file financing statements with respect to the secured notes sold to the issuing entity. The financing statements will perfect the security interest of the depositor, the issuing entity and the CARAT Indenture Trustee in the secured notes. The CARAT Indenture Trustee will also perfect its security interest in the secured notes by having COLT deliver possession of the secured notes to the CARAT Indenture Trustee or a custodian

	thereof. See “Legal Aspects of the Secured Notes and the Lease Assets—Security Interest in the Secured Notes and the Leases and Leased Vehicles” in this prospectus.
	If any other party purchases or perfects a security interest in the leases:
	(1)         for value, (2)         in the ordinary course of business and (3)         without actual knowledge of Ally Financial’s, the depositor’s, the issuing entity’s and the CARAT Indenture Trustee’s interest, then, that purchaser or secured party will acquire an interest in the leases that is senior to the issuing entity’s and the CARAT Indenture Trustee’s interest, and the collections on those leases may not be available to make payments on your securities to the extent of such purchaser’s or secured party’s interest.
Ally Financial’s Bankruptcy Could Reduce or Delay Payments on the Securities	If Ally Financial filed for bankruptcy under the federal bankruptcy code or any state insolvency laws, a court may: (1)         consolidate the assets and liabilities of VAULT, the depositor, COLT or [COLT, LLC] with those of Ally Financial; (2)         decide that the sale of the secured notes to the depositor was not a “true sale;” (3)         decide that the transfer of the lease assets to COLT was not a “true sale;” (4)         disallow a transfer of secured notes prior to the bankruptcy; or (5)         disallow a transfer of lease assets prior to the bankruptcy.
	If the secured notes became part of Ally Financial’s bankruptcy estate, you might experience reductions and/or delays in payments on your securities.
	See “Bankruptcy Aspects of the Secured Notes—Payments on the Notes and Certificates” in this prospectus.
Limited Enforceability of the Leases Could Reduce or Delay Payments on the Securities	Federal and state consumer protection laws regulate the creation and enforcement of consumer leases such as the leases securing the secured notes. Specific statutory liabilities are imposed upon creditors who fail to comply with these regulatory provisions. In some cases, this liability could affect an assignee’s ability to enforce leases such as those securing the secured notes. If an obligor had a claim for violation of these laws prior to the respective cut-off date, Ally Financial must repurchase the related lease asset unless the breach is cured. If Ally Financial fails to repurchase the lease asset, you might experience reductions and/or delays in payments on your securities. See “Legal Aspects of the Secured Notes and the Lease Assets—Consumer Protection Laws” in this prospectus.

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You May Receive an Early Return of Your Investment or Incur a Shortfall in the Return of Your Investment Following an Event of Default Under the CARAT Indenture or the COLT Indenture	If an event of default occurs under the CARAT Indenture, the holders of a majority of the aggregate principal balance of the Controlling Class of notes may declare the accrued interest and outstanding principal immediately due and payable. In that event, the CARAT Indenture Trustee may sell the secured notes and other assets of the issuing entity and apply the proceeds to prepay the notes. The manner of sale will affect the amount of proceeds received and available for distribution. The liquidation and distribution of issuing entity assets will result in an early return of principal to noteholders. You may not be able to reinvest the principal repaid to you for a rate of return or a maturity date that is as favorable as those on your notes. Also, the proceeds from sale of the secured notes may not be sufficient to fully pay amounts owed on the securities. Those circumstances may result in losses to securityholders. In addition, under a particular series of notes, as specified in the applicable prospectus supplement, notes of various classes that pay sequentially prior to an acceleration may pay proportionately in equal priority following an event of default that results in an acceleration. That change in priority of distributions will result in certain securityholders receiving a return of their principal faster or more slowly than they would have in the case of sequential payment.
Ally Financial, COLT and the Depositor Have Limited Obligations to the Issuing Entities and They Will Not Make Payments on the Securities	Ally Financial, COLT, the depositor and their respective affiliates are generally not obligated to make any payments to you on your securities and do not guarantee payments on the leases, the residual value of the leased vehicles, the secured notes or your notes or certificates. However, Ally Financial will make representations and warranties regarding the characteristics of the lease assets and the secured notes, and these representations and warranties will then be assigned to the issuing entity. If Ally Financial breaches the representations and warranties, it may be required to repurchase the applicable lease assets from COLT and any applicable secured notes from the issuing entity.
	If Ally Financial fails to repurchase the lease assets or the secured notes, you might experience reductions and/or delays in payments on your securities. See “The Transfer and Servicing Agreements—Sale and Assignment of Lease Assets and Secured Notes” in this prospectus.
The Assets of Each Issuing Entity Are Limited and Are the Only Source of Payment for the Securities	The issuing entity will not have any significant assets or sources of funds other than its secured notes, its rights in any CARAT reserve account or other rights or credit enhancements as may be specified in the prospectus supplement for that issuing entity. The securities will only represent interests in or obligations of the issuing entity from which they were issued. The securities will not be insured or guaranteed by Ally Financial, COLT, the depositor, the CARAT owner trustee, the CARAT Indenture Trustee COLT, LLC, the COLT owner trustee, the COLT Indenture Trustee or any of their affiliates. You must rely primarily on collections on the lease assets that secure the secured notes that secure your securities and, if set forth in the related prospectus supplement, any COLT reserve account or CARAT reserve account, for repayment of your securities. In addition, for defaulted leases, you may have to look to the lessees of those leases and the proceeds from the repossession and sale of leased vehicles that secure defaulted leases. If these sources are

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	insufficient, you may receive payments late or may not receive back your full principal investment or all interest due to you. See “The Transfer and Servicing Agreements—Distributions,” “—Credit Enhancement” and “Legal Aspects of the Secured Notes and the Lease Assets” in this prospectus.
The Servicer Has Discretion Over the Servicing of the Lease Assets and the Manner in Which the Servicer Applies that Discretion May Impact the Amount and Timing of Funds Available to Pay Principal and Interest on the Securities	The Servicer has discretion in servicing the lease assets, including the ability to grant payment waivers or extensions and to determine the timing and method of collection, liquidation and whether it expects to recoup a potential servicer advance from subsequent collections or recoveries on any lease asset and, therefore, whether or not to make that servicer advance as described in “The Transfer and Servicing Agreements—Advances by the Servicer” in this prospectus. The manner in which the Servicer exercises that discretion could have an impact on the amount and timing of receipts by the issuing entity from the secured notes. If the Servicer determines not to advance funds, or if other servicing procedures do not maximize the receipts from the lease assets, the result may be losses or delays in payment on your securities.
Temporary Commingling of Funds by the Servicer Prior to Their Deposit into the Collection Account May Result in Losses or Delays in Payment on the Securities	The Servicer receives collections on the lease assets into an account of the Servicer that contains other funds of the Servicer and amounts collected by the Servicer in respect of other lease assets. Generally, the Servicer is not required to transfer those funds to the COLT collection account until two business days following receipt. This temporary commingling of funds prior to the deposit of collections on the lease assets into the COLT collection account may result in a delay or reduction in the amounts available to make payments on the securities if, in the event of a bankruptcy of the Servicer, the Servicer or the bankruptcy trustee is unable to specifically identify those funds and there are competing claims on those funds by other creditors of the Servicer.
Replacing the Servicer May Reduce or Delay Payments on the Securities	If Ally Financial were to cease acting as Servicer, collection practices of a successor servicer, which under certain circumstances may be the COLT Indenture Trustee, may vary from those of Ally Financial. In addition, after a successor servicer is appointed, the successor servicer may experience some inefficiencies as a result of the transition. While Ally Financial is not permitted to resign or be terminated as Servicer until a replacement servicer is installed, if Ally Financial were to become incapable of acting as Servicer, a successor servicer had not yet accepted appointment and the COLT Indenture Trustee failed to satisfy its obligations to act as replacement servicer, there could be a disruption in servicing that could result in a delay or decrease in collections on the lease assets. It may be difficult to identify a qualified successor servicer other than the COLT Indenture Trustee because the transaction documents do not provide for additional fees that might induce a successor to accept appointment and because the servicing fee is calculated as a percentage of the Aggregate ABS Value of the lease assets and some cost components of servicing are fixed. Consequently, as the pool amortizes, the servicing fee will diminish at a greater rate than the cost of servicing. For the foregoing reasons, if there is a need to replace the Servicer, you may experience delays or reductions in the payments on your securities.

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The Ratings for the Securities are Limited in Scope, May be Unsolicited, May Not Continue To Be Issued and Do Not Consider the Suitability of the Securities for You We expect to hire rating agencies to rate the securities for each trust. The securities may receive a rating from a rating agency not hired to rate the securities. A security rating is not a recommendation to buy, sell or hold the securities. The rating considers only the likelihood that the trust will pay interest on time and will ultimately pay principal in full or make distributions on the certificates. Ratings on the securities do not address the timing of distributions of principal on the securities prior to their applicable final scheduled payment date. The ratings do not consider the prices of the securities or their suitability to a particular investor. The ratings may be revised or withdrawn at any time, and rating agencies not hired to rate the transaction may provide an unsolicited rating that is different from or lower than the ratings provided by the rating agencies hired to rate the securities. If a rating agency issues a rating lower than the solicited ratings, changes its rating or withdraws its rating, no one has an obligation to provide additional credit enhancement or to restore the original rating. None of the sponsor, the servicer or any of their respective affiliates is under any obligation to monitor or disclose any changes to the ratings. There may be a conflict of interest for the rating agencies hired to rate the securities because the sponsor paid the fee charged by each rating agency for its rating services. Additionally, if any rating agency provides an unsolicited rating that is lower than the ratings provided by the rating agencies hired to rate the securities, the market value of the securities may be adversely affected.

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THE TRUSTS

Formation of the Issuing Entities

For each series of securities, the depositor will establish a separate issuing entity under a trust agreement by selling and assigning the trust property to the issuing entity in exchange for these securities. Each series of securities will include one or more classes of asset backed notes and one or more classes of asset backed certificates. The accompanying prospectus supplement will specify which classes of notes and certificates included in each series will be offered to investors.

Issuing Entity Assets

The primary assets of each issuing entity will be:

• a series of non-recourse secured notes secured by new or used automobile and light duty truck leases and the related lease vehicles and all moneys due on the secured notes on and after the closing day;

• the lease assets, including payments under leases and amounts received upon sale of leased vehicles;

• proceeds from claims on any insurance policies relating to the leases and the leased vehicles;

• any recourse against dealers on the leases;

• rights of COLT under the VAULT Trust Agreement (solely with respect to the vehicles that are included in the related lease assets), the COLT Sale and Contribution Agreement, the COLT Custodian Agreement, the COLT Servicing Agreement and the other documents relating to the applicable series of COLT;

• the related COLT reserve account and all proceeds thereof;

• rights of the issuing entity under the Pooling and Administration Agreement, the Trust Sale and Administration Agreement, the COLT Indenture and the other documents relating to the issuing entity; and

• rights of the issuing entity under derivatives agreements, if the issuing entity enters into any derivatives agreements.

To the extent specified in the prospectus supplement for the issuing entity, a CARAT reserve account or other form of credit enhancement may be held by the CARAT owner trustee or the CARAT Indenture Trustee for the benefit of the holders of the issuing entity’s securities. The CARAT reserve account, if any, for a series of securities may not be included in the property of the issuing entity but may instead be a segregated trust account held by the CARAT Indenture Trustee or other applicable party for the benefit of the holders of the issuing entity’s securities. See “The Transfer and Servicing Agreements—Credit Enhancement” in this prospectus.

The activities of each issuing entity will be limited to:

• acquiring, managing and holding secured notes and the other assets of the issuing entity and the proceeds from those assets;

• issuing securities and making payments and distributions on them;

• engaging in other activities that are necessary, suitable or convenient to accomplish any of the foregoing or are incidental or connected with these activities; and

• any other activities not inconsistent with the foregoing as may be described in the accompanying prospectus supplement.

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The Trust Administrator will administer the secured notes held by each issuing entity and will receive fees for its administrative services. See “The Transfer and Servicing Agreements—Servicing and Administration Compensation and Payment of Expenses” in this prospectus.

The principal offices of each issuing entity will be specified in the accompanying prospectus supplement.

THE CARAT OWNER TRUSTEE

The CARAT owner trustee for each issuing entity will be specified in the accompanying prospectus supplement. The CARAT owner trustee may, in the name of the issuing entity, conduct the business of the issuing entity, make and execute contracts and other instruments on behalf of the issuing entity and sue and be sued on behalf of the issuing entity. The consent of certificateholders representing at least a majority of the voting interests of certificateholders as of the close of the preceding distribution date is needed to require the CARAT owner trustee to take action. The CARAT owner trustee will not initiate or compromise any action or claim involving the issuing entity, amend the indenture or administration agreement or appoint successor agents unless the CARAT owner trustee has provided prior notification to the certificateholders and the certificateholders have not withheld their consent or provided alternative direction. The CARAT owner trustee will give prompt written notice to the certificateholders upon any termination of, or appointment of a successor to, the Trust Administrator.

Unless the depositor is the sole certificateholder, on each distribution date, the CARAT owner trustee will distribute to the certificateholders amounts equal to the amounts deposited in the certificate distribution account under the Trust Sale and Administration Agreement on or prior to that distribution date. The CARAT owner trustee will also send each certificateholder the statement provided to the CARAT owner trustee by the Trust Administrator under the Trust Sale and Administration Agreement on that distribution date, except that no distributions to the certificateholder will be required to be made nor will any statements be required to be sent by the CARAT owner trustee if and for so long as the depositor is the sole certificateholder. The CARAT owner trustee will retain from amounts otherwise distributable to the certificateholders sufficient funds for the payment of any tax that the issuing entity is required under applicable law to withhold from that payment. The CARAT owner trustee will maintain or cause to be maintained the books of the issuing entity on a calendar year basis on the accrual method of accounting, deliver to each certificateholder the information required to enable each certificateholder to prepare its federal income tax return, file tax returns relating to the issuing entity and make elections as may from time to time be required or appropriate under any applicable state or federal statute, rule or regulation so as to maintain the appropriate characterization of the issuing entity for federal income tax purposes.

The CARAT owner trustee does not have any obligation to independently verify or confirm any underlying data. If the CARAT owner trustee receives notice from the CARAT Indenture Trustee or applicable noteholders of a Trust Administrator default and subsequent termination of the Trust Administrator’s obligations under the CARAT Indenture and the Pooling and Administration Agreement, the Trust Administrator must transfer to the CARAT owner trustee for administration all cash amounts held at that time by the Trust Administrator for deposit.

The CARAT owner trustee’s liability in connection with the issuance and sale of the securities is limited solely to the express obligations of the CARAT owner trustee set forth in the trust agreement governing that issuing entity. The CARAT owner trustee will not be liable for the default or failure of any of issuing entity, Trust Administrator or other trustees to carry out their respective obligations under any Transfer and Servicing Agreement nor will the CARAT owner trustee be liable under any Transfer and Servicing Agreement under any circumstances, except for its own negligent action, its own negligent failure to act or its own willful misconduct in the performance of any act. A CARAT owner trustee may resign at any time, in which event the Trust Administrator, or its successor, will be obligated to appoint a successor trustee. The Trust Administrator may also remove the CARAT owner trustee if the CARAT owner trustee ceases to be eligible to continue as CARAT

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owner trustee under the trust agreement or if the CARAT owner trustee becomes insolvent. In those circumstances, the Trust Administrator will be obligated to appoint a successor trustee. Any resignation or removal of a CARAT owner trustee and appointment of a successor trustee will not become effective until acceptance of the appointment by the successor trustee. Costs associated with the termination of the CARAT owner trustee and the appointment of a successor will be borne by the Trust Administrator. Except as described further in “The Notes—The CARAT Indenture—CARAT Events of Default; Rights Upon CARAT Event of Default” in this prospectus, there are no indemnification provisions that entitle the CARAT owner trustee to be indemnified from the cash flow that would otherwise be used to pay the securities.

THE COLT OWNER TRUSTEE

The COLT owner trustee will be specified in the accompanying prospectus supplement. The COLT owner trustee may, in COLT’s name, conduct COLT’s business, make and execute contracts and other instruments on behalf of COLT and sue and be sued on behalf of COLT. The consent of certificateholders is needed to require the COLT owner trustee to take action. The COLT owner trustee will not initiate or compromise any action or claim involving COLT or appoint successor agents, unless the COLT owner trustee has provided prior notification to the certificateholders and the certificateholders have not withheld their consent or provided alternative direction.

The COLT owner trustee does not have any independent obligation to verify or confirm any underlying data. The COLT owner trustee’s liability is limited solely to the express obligations of the COLT owner trustee set forth in the COLT declaration of trust. The COLT owner trustee will not be liable for the default or failure of any of COLT, the Servicer or other trustees to carry out their respective obligations under any Transfer and Servicing Agreement nor will the COLT owner trustee be liable under any Transfer and Servicing Agreement under any circumstances, except for its own negligent action, its own negligent failure to act or its own willful misconduct in the performance of any act. A COLT owner trustee may resign at any time, in which event the Servicer, or its successor, will be obligated to appoint a successor trustee. The Servicer may also remove the COLT owner trustee if the COLT owner trustee ceases to be eligible to continue as COLT owner trustee under the COLT declaration of trust or if the COLT owner trustee becomes insolvent. In those circumstances, the Servicer will be obligated to appoint a successor trustee. Any resignation or removal of a COLT owner trustee and appointment of a successor trustee will not become effective until acceptance of the appointment by the successor trustee. Costs associated with the termination of the COLT owner trustee and the appointment of a successor will be borne by the Servicer. Except as described further in “The Secured Notes—The COLT Indenture—COLT Events of Default; Rights Upon COLT Event of Default” in this prospectus, there are no indemnification provisions that entitle the COLT owner trustee to be indemnified from the cash flow that would otherwise be used to pay the securities.

THE CARAT INDENTURE TRUSTEE

The CARAT Indenture Trustee for a series of notes will be specified in the accompanying prospectus supplement. The issuing entity grants to the CARAT Indenture Trustee all right, title and interest of the issuing entity in, to and under the collateral listed on the schedule of secured notes. That grant includes all rights and powers (but none of the obligations, if any) of the issuing entity under any agreement or instrument included in the collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the secured notes included in the collateral and all other monies payable under the collateral.

On each distribution date, the CARAT Indenture Trustee is required to notify the holder of the note distribution account to distribute to the noteholders all amounts on deposit in that account in respect of the related Collection Period other than investment earnings, which the Trust Administrator is entitled to retain. If required

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by the Trust Indenture Act of 1939, as amended, the CARAT Indenture Trustee will mail to each noteholder summaries of any necessary information, documents or reports. So long as no default or event of default is continuing, the CARAT Indenture Trustee is required to invest and reinvest all funds in the CARAT collection account in Eligible Investments.

If any default occurs in the making of any payment or performance under any agreement or instrument that is part of the trust estate, the CARAT Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. If a default occurs and is continuing and if it is known to a responsible officer of the CARAT Indenture Trustee, the CARAT Indenture Trustee is required to mail to each noteholder notice of the default within 90 days after it occurs. Except in the case of a default in payment of principal of or interest on any note, the CARAT Indenture Trustee may withhold the notice if and so long as a committee of its responsible officers in good faith determines that withholding the notice is in the interests of noteholders.

Subject to the payment of its fees and expenses under the CARAT Indenture, the CARAT Indenture Trustee may, and when required by the provisions of the CARAT Indenture will, execute instruments to release property from the lien of the CARAT Indenture, or convey the CARAT Indenture Trustee’s interest in the same. The CARAT Indenture Trustee will, at such time as there are no notes outstanding and all sums due to the CARAT Indenture Trustee have been paid and all amounts owing under each third party instrument have been paid, release any remaining portion of the trust estate that secured the notes and the other secured obligations from the lien of the CARAT Indenture and release to the issuing entity or any other person entitled thereto any funds then on deposit in the Designated Accounts. The CARAT Indenture Trustee will release property from the lien of the CARAT Indenture only upon receipt by it of an issuing entity request and an officer’s certificate, an opinion of counsel and, if required by the Trust Indenture Act of 1939, independent certificates in accordance therewith.

The issuing entity and the CARAT Indenture Trustee may, when authorized by an issuing entity order, with prior notice to the rating agencies hired to rate the notes and with the consent of the holders of not less than a majority of the outstanding amount of the Controlling Class, enter into supplemental indentures for the purpose of materially changing the rights of the noteholders. The CARAT Indenture Trustee may in its discretion determine whether or not any notes would be affected (such that the consent of each noteholder would be required) by any supplemental indenture proposed and any such determination will be binding upon the holders of all notes, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective.

Upon sufficient notice prior to the redemption date from the Trust Administrator or issuing entity, the CARAT Indenture Trustee (based on this notice) will be required to withdraw from the CARAT collection account and deposit into the note distribution account, on the redemption date, the aggregate redemption price of the notes, whereupon all such notes will be due and payable on the redemption date.

The CARAT Indenture Trustee will not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers so long as the CARAT Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. In addition, the CARAT Indenture Trustee will not be liable for interest on any money received by it except if it agrees in writing with the issuing entity and will have no liability or responsibility for the acts or omissions of any other party to any of the basic documents. The CARAT Indenture Trustee does not have any obligation to independently verify or confirm any underlying data.

The CARAT Indenture Trustee may give notice of its intent to resign at any time, in which event the issuing entity will be obligated to appoint a successor trustee. The issuing entity may also remove the CARAT Indenture Trustee if the CARAT Indenture Trustee ceases to be eligible to continue as CARAT Indenture Trustee under the CARAT Indenture or if the CARAT Indenture Trustee becomes insolvent or otherwise becomes

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incapable of acting. In these circumstances, the issuing entity will be obligated to appoint a successor trustee. The holders of a majority in outstanding amount of the Controlling Class also have the right to remove the CARAT Indenture Trustee and appoint a successor. Any resignation or removal of the CARAT Indenture Trustee and appointment of a successor trustee does not become effective until acceptance of the appointment by the successor trustee. Costs associated with the termination of the CARAT Indenture Trustee will be borne by the Trust Administrator. Except as described further in “The Notes—The CARAT Indenture—CARAT Events of Default; Rights Upon CARAT Event of Default” in this prospectus, there are no indemnification provisions that entitle the CARAT Indenture Trustee to be indemnified from the cash flow that would otherwise be used to pay the securities.

The CARAT Indenture Trustee for each issuing entity will be required to mail each year to all noteholders for that CARAT issuing entity, to the extent required under the Trust Indenture Act, a brief report relating to its eligibility and qualification to continue as CARAT Indenture Trustee under the issuing entity’s indenture, any amounts advanced by it under the CARAT Indenture, the amount, interest rate and maturity date of some types of indebtedness owing by the issuing entity to the CARAT Indenture Trustee in its individual capacity, the property and funds physically held by the CARAT Indenture Trustee and any action taken by it that materially affects the notes and that has not been previously reported.

THE SPONSOR

Ally Financial is the sponsor of the transactions set forth in this prospectus and in the accompanying prospectus supplement.

Ally Financial was incorporated in 1919 under the New York Banking Law relating to investment companies. Ally Financial relinquished that status and became a Delaware corporation on January 1, 1998. Ally Financial has its principal executive offices at 200 Renaissance Center, Detroit, Michigan 48265, Tel. No. 313-656-0600. It provides services from hundreds of locations around the world. On July 20, 2006, General Motors Acceptance Corporation, the predecessor of Ally Financial, converted to a Delaware limited liability company and changed its name to GMAC LLC. In June 2009, GMAC LLC converted to a Delaware corporation and changed its name to GMAC Inc. On May 10, 2010, GMAC Inc. changed its name to Ally Financial Inc.

On November 30, 2006, General Motors sold 51% of the common equity interests of Ally Financial to FIM Holdings LLC. We refer to that transaction as the “Acquisition.” FIM Holdings LLC is an investment vehicle formed for the purpose of the Acquisition by Cerberus FIM Investors, LLC and wholly-owned subsidiaries of Aozora Bank Limited, Citigroup Inc. and The PNC Financial Services Group, Inc.

On December 24, 2008, and in connection with the conversion of GMAC Bank into a Utah-chartered commercial nonmember bank, Ally Financial and IB Finance Holding Company, LLC, or “IB Finance,” were each approved by the Board of Governors of the Federal Reserve System, or the “FRB,” as bank holding companies under the Bank Holding Company Act of 1956, as amended. IB Finance is a subsidiary of Ally Financial and the direct holding company for Ally Financial’s bank depository institution, GMAC Bank, which is now known as Ally Bank. As a condition to this approval, the FRB required that certain changes be made to Ally Financial’s ownership structure. Specifically, General Motors was required to reduce its ownership interest in Ally Financial to less than 10% of the voting and total equity of Ally Financial and FIM Holdings was required to reduce the aggregate direct and indirect investments to no greater than approximately 22.02% of the voting equity of Ally Financial. The foregoing requirements could change if Ally Financial’s equityholders and the FRB agree to any modifications.

Ally Financial operates directly and through subsidiaries and associated companies in which it has equity investments. It provides a wide variety of automotive financial services to and through franchised General Motors dealers in many countries throughout the world and dealerships not affiliated with General Motors and to

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other dealerships in which franchised General Motors dealers have an interest and to the customers of those dealerships. In these lines of business, Ally Financial and its subsidiaries principally finance the acquisition and resale by franchised General Motors dealers of various new and used automotive and non-automotive products manufactured by General Motors or its subsidiaries and associates, and acquires from those dealers, instalment obligations covering retail sales and leases of new and used General Motors products as well as those of other manufacturers. Ally Financial currently operates in the following primary lines of business—Global Automotive Finance, Mortgage, and Insurance.

The products and services offered by Ally Financial’s financing operations include the funding of retail instalment sales, automotive lease contracts, dealer floor plan financing, dealer term loans, automotive fleet financing, full service leasing, vehicle remarketing services, and factoring of receivables.

In the retail market, Ally Financial provides vehicle financing to consumers through automotive dealerships, primarily those franchised by General Motors, around the world under the Ally Financial and Ally Bank brand names. In most cases, Ally Financial purchases retail instalment sale contracts and lease contracts for new and used vehicles from franchised General Motors affiliated dealers or Chrysler affiliated dealers. Ally Financial also finances products of other manufacturers, new and used.

In the wholesale market, Ally Financial and its subsidiaries also finance the acquisition and resale by franchised General Motors dealers and dealerships not affiliated with General Motors of various new automotive and nonautomotive products manufactured by General Motors or its subsidiaries and associates as well as those of other manufacturers.

Ally Financial has been securitizing assets actively since 1990 and uses the securitization of the receivables generated from retail vehicle instalment sale contracts and leases acquired or originated by it as one means of funding its ongoing operations. In addition to receivables arising from retail automobile instalment sale contracts and leases, Ally Financial also originates and securitizes the receivables arising from loans to dealers for the financing of dealer inventory.

When Ally Financial securitizes automotive retail instalment sale contracts and wholesale finance receivables, it may retain an interest in the sold assets. These interests may take the form of asset-backed securities, including senior and subordinated interests in the form of investment grade, non-investment grade or unrated securities.

Ally Financial will select the lease assets from its U.S. portfolio of new and used retail car and light duty truck lease assets using the methodology described in the prospectus supplement. See “The Lease Assets and the Secured Notes—Criteria Applicable to the Selection of Lease Assets” and, if applicable, “The Lease Assets and the Secured Notes—Criteria Applicable to the Selection of Initial Lease Assets” and “—Criteria Applicable to the Selection of Additional Lease Assets During the Revolving Period” in the prospectus supplement.

Ally Financial will also service the lease assets. As part of its securitization program, Ally Financial agrees to service the transferred assets for a fee and may earn other related ongoing income, such as supplemental and late fees, from the lease assets. See “The Servicer” in this prospectus.

Neither Ally Financial nor any of its affiliates other than the issuing entity will be obligated to make, or otherwise guarantee, any principal, interest or other payment on the notes or the certificates.

THE DEPOSITOR

Capital Auto Receivables, Inc., a wholly-owned subsidiary of Ally Financial, was incorporated in the State of Delaware on November 6, 1992. On October 20, 2006, Capital Auto Receivables Inc. converted to a Delaware limited liability company and changed its name to Capital Auto Receivables LLC. The depositor is organized for the limited purposes of purchasing retail instalment sales contracts, leases and other sale contracts

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and instalment obligations related to motor vehicles, monies due thereunder, security interests in any related vehicles, notes secured by any of the foregoing (such as the secured notes) and proceeds from claims on insurance policies related thereto, from Ally Financial, transferring the purchased assets to third parties, forming trusts and engaging in similar activities for multiple securitizations of retail vehicle instalment sales contracts and automotive leases on an ongoing basis. The principal executive offices of the depositor are located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

The depositor and the securitization transactions are structured in a manner intended to make it unlikely that the voluntary or involuntary application for relief by Ally Financial under the Bankruptcy Code or similar applicable state laws will result in consolidation of the assets and liabilities of the depositor with those of Ally Financial. These steps include the creation of the depositor as a separate, limited-purpose subsidiary pursuant to a limited liability company agreement containing certain limitations. These limitations include restrictions on the nature of the depositor’s business and a restriction on the depositor’s ability to commence a voluntary case or proceeding under the Bankruptcy Code or similar applicable state laws without the unanimous affirmative vote of all of its directors. Under some circumstances, the depositor is required to have at least one director who qualifies under its limited liability company agreement as an “Independent Director.”

If, notwithstanding the foregoing measures, a court concluded that the assets and liabilities of the depositor should be consolidated with the assets and liabilities of Ally Financial in the event of the application of the federal bankruptcy laws to Ally Financial, and a filing were made under the Bankruptcy Code or similar applicable state laws by or against the depositor, or an attempt were made to litigate the consolidation issue, then delays in distributions on the notes and the certificates, and possible reductions in the amount of the distributions, could occur. See also “Bankruptcy Aspects of the Secured Notes—Payments on the Notes and Certificates” in this prospectus.

Securities issued by an issuing entity may be sold by the depositor in private placements or other non-registered offerings and will not be offered by this prospectus or the accompanying prospectus supplement. The depositor may also retain all or a portion of any class of certificates or one or more series of notes issued by each issuing entity to the extent described in the accompanying prospectus supplement. Under the underwriting agreement for each issuance of asset-backed notes, the depositor is obligated to perform specified duties relating to those notes, including furnishing the underwriters with specified information and delivering to the underwriters a copy of the reports described under “The Transfer and Servicing Agreements—Evidence as to Compliance—CARAT Indenture Trustee” and “Book-Entry Registration; Reports to Securityholders—Reports to Securityholders” in this prospectus. In addition, the depositor may have ongoing obligations to repurchase warranty secured notes from the trust, to participate in the transfer of additional secured notes from the originator to a trust during a revolving period or to authorize, execute or file financing statements relating to the secured notes, all as further described in “The Transfer and Servicing Agreements.”

T HE SERVICER

On the closing date (or on the initial closing date in a revolving transaction), Ally Financial will be appointed under a COLT Servicing Agreement as Servicer of the lease assets it sells to COLT and under a COLT Servicing Agreement will be appointed as Trust Administrator of the pool of retail secured notes to be owned by the issuing entity. Ally Financial will also have serviced the lease assets on its own behalf as the owner of those leases prior to their transfer to COLT. Ally Financial also acts as Titling Agent as described in “Vehicle Asset Universal Leasing Trust.” The depositor will transfer and assign to the applicable issuing entity, without recourse, its entire interest in the secured notes, including its rights under the Pooling and Administration Agreement, under a Trust Sale and Administration Agreement among the depositor, the Trust Administrator and the issuing entity.

Ally Financial, directly and through its subsidiaries, most notably Ally Servicing LLC, services prime automobile retail instalment contracts and retail motor vehicle leases acquired or originated by it and others on behalf of banks, credit unions, finance companies and securitized trusts. Ally Financial and Ally Servicing LLC

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have entered into a subservicing agreement under which Ally Financial has engaged Ally Servicing LLC’s services with respect to the trusts. In the event of any removal of Ally Financial as the servicer, Ally Servicing LLC will no longer be involved in the servicing of the receivables.

Ally Servicing LLC or “Ally Servicing” is a wholly-owned subsidiary of Ally Financial. Ally Servicing, formerly known as Semperian LLC, a Delaware limited liability company, was originally incorporated as AccuTel, Inc. on April 8, 1999. On July 21, 2005, AccuTel changed its name to Semperian, Inc. Semperian, Inc. subsequently changed its organizational form to a limited liability company. On August 23, 2010, Semperian LLC changed its name to Ally Servicing LLC.

Ally Servicing has its principal office at 2000 Town Center, Suite 2200, Southfield, Michigan 48075, Tel. No. 248-948-7702.

Since 1999, Ally Servicing has acted as a sub-servicer for Ally Financial, and has assumed increased servicing responsibilities over time. Currently, Ally Servicing acts as a sub-servicer for the entire U.S. portfolio of retail instalment contracts and retail motor vehicle leases serviced by Ally Financial. Ally Servicing performs its sub-servicing operations from centers located in Midland, Texas; Jacksonville, Florida; Roseville, Minnesota; Lewisville, Texas; Little Rock, Arkansas and Wichita, Kansas.

A table in the accompanying Prospectus Supplement under “Ally Financial Auto Leasing— Delinquencies, Repossessions and Credit and Residual Loss Data on Ally Financial Lease Assets” sets forth the size and composition of the total portfolio of retail motor vehicle leases for which Ally Financial has provided servicing in each of the last five years.

VEHICLE ASSET UNIVERSAL LEASING TRUST

In 1996, Ally Financial created Vehicle Asset Universal Leasing Trust, known as VAULT, a Delaware statutory trust, to act as a nominee on the certificates of title to vehicles titled in various states. VAULT has no operations, and its sole purpose is to act as a repository of titles to vehicles purchased by its trust beneficiaries. VAULT is named as the nominee for the beneficial owner of the leased vehicle on the certificate of title for each leased vehicle that secures the secured notes. Ally Financial, COLT, ACOLT, Ally Bank, General Motors and Multi-Use Lease Entity Trust are the current beneficiaries of VAULT and the beneficial owners of the leased vehicles owned by VAULT. Ally Financial will be the initial beneficial owner of the leased vehicles that are collateral for the secured notes. There may be additional beneficiaries under the VAULT Trust Agreement from time to time. As nominee, VAULT holds only legal title to the leased vehicles. The beneficial owner retains all rights and obligations related to the leased vehicles. Pursuant to the VAULT Trust Agreement, Ally Financial services the leased vehicles owned by VAULT on behalf of the beneficiaries of VAULT.

Under the VAULT Trust Agreement, Ally Financial, as VAULT servicer, acts as agent of the VAULT trustee and performs administrative duties with respect to the certificates of title relating to the vehicles titled in the name of VAULT. Under a VAULT Transfer Direction, Ally Financial, in its capacity as the initial beneficiary of VAULT, will transfer to COLT its beneficial interest in the leased vehicles titled in the name of VAULT that secure each series of secured notes by directing VAULT to hold the legal title to that portion of the VAULT trust estate as nominee for the benefit of COLT. COLT will therefore have the sole beneficial interest in the leased vehicles relating to each pool of lease assets securing a series of secured notes. Under a VAULT Security Agreement, VAULT will pledge its legal title to the vehicles relating to the lease assets to the holders of a series of secured notes to secure COLT’s obligations under those secured notes. The VAULT Trustee receives its annual fee for its duties as VAULT Trustee and Ally Financial receives its annual fee for its duties as Titling Agent under the VAULT Trust Agreement under a VAULT fee letter between the VAULT Trustee, Ally Financial and COLT.

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VAULT has taken steps in structuring the transactions contemplated in this prospectus and any related prospectus supplement that are intended to make it unlikely that the voluntary or involuntary application for relief by Ally Financial under the Bankruptcy Code or similar applicable state laws will result in consolidation of assets and liabilities of VAULT with those of Ally Financial. These steps include the creation of VAULT as a separate, limited-purpose subsidiary under a declaration of trust containing certain limitations. These limitations include restrictions on the nature of VAULT’s business and a restriction on VAULT’s ability to commence a voluntary case or proceeding under the Bankruptcy Code or similar applicable state laws.

If, notwithstanding the foregoing measures, a court concluded that the assets and liabilities of VAULT should be consolidated with the assets and liabilities of Ally Financial in the event of the application of the federal bankruptcy laws to Ally Financial, and a filing were made under the Bankruptcy Code or similar applicable state laws by or against VAULT, or an attempt were made to litigate the consolidation issue, then delays in distributions on the notes and the certificates, and possible reductions in the amount of the distributions, could occur.

See also “Bankruptcy Aspects of the Secured Notes—Payments on the Notes and Certificates” in this prospectus.

CENTRAL ORIGINATING LEASE TRUST

COLT is a special purpose Delaware statutory trust formed on December 13, 2006, which acquires vehicles and related consumer leases from Ally Financial. COLT was organized and structured in substantially the same way as another entity, also formerly called Central Originating Lease Trust (“Old COLT”) which was transferred to General Motors and renamed Multi-Use Lease Entity Trust in connection with General Motors’ sale of a controlling interest in Ally Financial in November 2006. COLT finances its acquisitions of each pool of vehicles and related consumer leases through the issuance of one or more secured notes and equity certificates. Each pool of leases and the related vehicles that secure a series of secured notes is allocated to a separate series interest under the COLT Declaration of Trust and is not an asset of, or allocated as security to, any other series of secured notes or to the equity interest in COLT. Each secured note will be issued to Ally Financial by COLT. COLT’s and Old COLT’s recent practice has been to finance its acquisitions of vehicles and related consumer leases through the issuance of two secured notes and one equity certificate per pool. All of the secured notes in a series will be paid ratably by the collections on the entire related pool of lease assets. As described in the accompanying prospectus supplement, each secured note will represent a significant majority of the purchase price of the related leases and leased vehicles. COLT’s equity certificates represent the remaining portion.

COLT has taken steps in structuring the transactions contemplated in this prospectus and any related prospectus supplement that are intended to make it unlikely that the voluntary or involuntary application for relief by Ally Financial under the Bankruptcy Code or similar applicable state laws will result in consolidation of assets and liabilities of COLT with those of Ally Financial. These steps include the creation of COLT as a separate, limited-purpose subsidiary under a declaration of trust containing certain limitations. These limitations include restrictions on the nature of COLT’s business and a restriction on COLT’s ability to commence a voluntary case or proceeding under the Bankruptcy Code or similar applicable state laws.

If, notwithstanding the foregoing measures, a court concluded that the assets and liabilities of COLT should be consolidated with the assets and liabilities of Ally Financial in the event of the application of the federal bankruptcy laws to Ally Financial, and a filing were made under the Bankruptcy Code or similar applicable state laws by or against COLT, or an attempt were made to litigate the consolidation issue, then delays in distributions on the notes and the certificates, and possible reductions in the amount of the distributions, could occur. See also “Bankruptcy Aspects of the Secured Notes—Payments on the Notes and Certificates” in this prospectus.

Recourse against COLT on the secured notes is limited to the assets of the related series interest and each series of secured notes in COLT is secured by, among other things, a security interest in the entire related pool of leases and leased vehicles.

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DESCRIPTION OF AUTO LEASE BUSINESS OF ALLY FINANCIAL

Underwriting of Motor Vehicle Leases

Ally Financial leases automobiles and light duty trucks under its SmartLease plan to retail customers primarily through General Motors dealerships and, to a lesser extent, Chrysler and other franchised dealerships and affiliated leasing companies. Under the SmartLease plan, Ally Financial, either for itself or as agent for others, acquires leases through its nationwide branch system from automobile and light duty truck dealers under agreements with dealers. Dealers are not responsible for the customer’s performance during the lease period nor for the value of the vehicle at the scheduled lease end date. Manufacturers may elect to sponsor retail leasing programs to increase vehicle sales, including establishing below-market lease rates and/or establishing residual values in excess of those values published in residual guide books that have been used by Ally Financial.

The leased vehicles are new or used automobiles and light duty trucks. The lessees are either businesses or individuals who met Ally Financial’s underwriting standards at the time of the acquisition of the lease. Because Ally Financial’s underwriting standards may change over time, the leases from time-to-time may have differing credit quality and the credit quality of the leases in a later year may not be the same as the credit quality of the leases in a prior year. The leases have been originated by participating dealers in accordance with Ally Financial’s requirements under dealer agreements, and have been acquired in accordance with Ally Financial’s underwriting standards. These underwriting standards evaluate applicants based on, among other things, the following criteria:

• the length of time the prospective applicant’s credit has been reported,

• the type of credit the prospective applicant has established in its credit file,

• the net capitalized cost on the lease agreement and the dealer invoice price of the leased vehicle,

• the term of the lease,

• the prospective applicant’s overall creditworthiness and ability to pay, and

• the prospective applicant’s prior experience with Ally Financial.

Ally Financial’s standards also require physical damage insurance to be maintained on each leased vehicle.

The sponsor’s process of acquiring leases begins, in general, with the application by a customer for financing of a motor vehicle at a franchised dealer or an Ally Financial representative at a dealer location. Applications are initiated through websites established and maintained by the sponsor, such as RouteOne.com and GMACcreditapp.com, third-party websites such as DealerTrack or by fax.

The sponsor may use programs developed and maintained by the sponsor and its affiliates or third parties that allow the sponsor to complete the entire contracting process electronically. Electronic contracts created by these programs will be electronically signed by the related lessees and will be stored in an electronic vault maintained by the sponsor and its affiliates or third parties. The sponsor does not expect to maintain physical copies of these electronic contracts.

Dealers forward completed credit applications, which include the terms of the lease and essential information on the applicant, to one of Ally Financial’s branches by entering the applications into RouteOne or DealerTrack. Ally Financial applies proprietary credit scoring algorithms designed specifically for Ally Financial by a third party credit scoring company and which are referred to as a scorecard, to evaluate each application. There are seven different leasing scorecards. The specific scorecard that is used on an application is determined by segmentation logic based on each consumer’s credit profile. Inputs used by the algorithms include:

• credit bureau scores;

• severity and aging of delinquency;

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• percentage utilization of available credit;

• net capitalized cost-to-vehicle value ratio of the lease being applied for;

• payment-to-income ratio.

In assigning a score, the scorecards weight most heavily the credit bureau score, the net capitalized cost-to-vehicle value ratio and the credit utilization percentage. The output of the scorecards is referred to as “odds.” The “odds” predict the statistical likelihood that a severe delinquency or loss will occur with respect to that lease at some point during its term, but do not predict the absolute performance of any lease with certainty. In the evaluation process, Ally Financial also checks lists maintained by the Office of Foreign Assets Control and credit bureau reports and performs fraud and duplicate application checks.

In October 2002 and again in July 2007, the credit scoring algorithms were refreshed. The general approach to scoring did not change; however, the scorecards were updated to incorporate more recent data and a larger number of predictive variables made possible by systems enhancements. The scorecards are evaluated and updated on a periodic basis in order to account for changes in the perceived impact of specific inputs on applicant creditworthiness. A significant tool in the evaluation and updating process is the quarterly comparison of the “odds” across Ally Financial’s portfolio for retail motor vehicle leases to the portfolio’s actual performance.

As of the date of this prospectus, management believes that approximately [50]% of all applications are approved, on average, within 15 minutes, either through an entirely automated process or through a combination of an automated process and an analyst review. Management believes that approximately an additional [10]% of applications are approved, but on terms modified, to a greater or lesser degree, from those originally requested by the applicant. No applications are declined without review by a credit analyst. For approved applications, implied lease rates applicable to the leases are assigned on the basis of the “odds” in accordance with pricing tiers that are managed by Risk and take into account market conditions such as competition and the general level of buy rates.

[Most leases are acquired under incentive programs sponsored by General Motors, for which the implied lease rates under the leases, upon lease origination, are below current market rates or for which the Stated Residual Value is higher than the ALG Residual (as defined below) upon lease origination.]

Once the lease agreement, title application, insurance form, odometer statement and various other forms have been completed by the dealer, Ally Financial directs the dealer to title the vehicle in the name of VAULT, as nominee, and to record a lien in favor of Ally Financial on the vehicle’s certificate of title. The dealer sends the appropriate paperwork to the Ally Financial branch. The branch then enters essential information into the centralized database after which billing statements are automatically generated and mailed monthly to the lessee. Several processing centers are responsible for the processing of monthly payments, while the Ally Financial branches take charge of all collection efforts against delinquent lessees.

Prior to transferring possession of a vehicle to a lessee, the dealer must:

• collect the first monthly payment, including a refundable security deposit unless the lessee qualifies for the SmartLease Loyalty Program or other marketing programs, in which case both may be waived;

• verify that the lessee has purchased at least the minimum physical damage and public liability insurance coverage; and

• ensure that all required license fees, registration fees and up-front taxes are paid.

Fees and taxes are included in the lessee’s monthly payment, including acquisition fees and documentation expenses. The dealer is responsible for titling and registering the vehicle, unless the applicable state’s motor vehicle department permits or requires the lessee to submit the title and registration documentation.

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Determination of Residual Value

Historically, Ally Financial used residual values from the Automotive Lease Guide to set residual values on General Motors vehicles at the time of lease acquisition. The Automotive Lease Guide is an independent publication of vehicle residual values and is frequently used for comparison purposes by the vehicle leasing industry. We refer to the expected value of a vehicle at the scheduled lease end date of the related lease as determined by the Automotive Lease Guide at the date specified in the prospectus supplement as the “ALG Residual”. Prior to August 2009, Ally Financial calculated the residual value stated in each lease, which we refer to as the “Stated Residual Value,” by adding a percentage of the manufacturer’s suggested retail price or “MSRP” to the ALG Residual of that vehicle. The percentage of MSRP added to the ALG Residual varied according to the level of lease payments desired by the applicable manufacturer and Ally Financial as well as other factors, such as the vehicle model being leased and the mileage level per year specified in the lease. The maximum allowable residual value with respect to a new leased vehicle is the MSRP for the base vehicle plus options. We use the concept “Lease Residual,” which is the lesser of the Stated Residual Value and the ALG Residual, to establish the ABS Value of the lease assets.

Beginning in August 2009, to mitigate residual exposure at lease termination, Ally Financial has elected to risk adjust the ALG Residual for leased vehicles. Risk adjustments to ALG Residual are determined at lease inception and are based on past residual performance of Ally Financial’s portfolio. Currently, the maximum risk-adjusted residual values are 95% of the ALG Residual. Risk adjustments are applied on a model basis and may be as low as 80% of ALG Residual given historical residual performance. Additionally, Ally Financial no longer allows manufacturers to add a percentage of MSRP to the ALG Residual for any vehicle. We cannot assure you that Ally Financial will continue to risk-adjust ALG Residuals or prohibit manufacturer residual support in the future.

Ally Financial distributes residual value tables based on residual values from the Automotive Lease Guide to its branches and franchised dealers quarterly. The tables provide residual value percentages for each new vehicle available from General Motors for lease terms of 12, 24, 30, 36 and 48 months. If a term and corresponding residual value percentage are not published, the dealer will interpolate the number by averaging the nearest published data above and below the desired term.

Terms of Motor Vehicle Leases

Each lease and related leased vehicle is purchased from the dealer by Ally Financial or Ally Bank for its “capitalized cost,” which may exceed the MSRP. The capitalized cost represents the present value (as of the acquisition date) of the monthly payments due on a lease and the Stated Residual Value discounted at an implied lease rate. Each lease provides for level monthly payments except for the first and last monthly payments, and the monthly payments on a lease are generally due on the same day of each month.

A lease may terminate before its scheduled termination date—which we call an early termination— in one of the following ways: a voluntary early termination by the lessee under a Pull Ahead Program or otherwise, or a liquidation due to a default under the lease or a casualty loss of the leased vehicle.

Each lease agreement provides that the lessor may terminate the lease and retake the vehicle if the lessee defaults. Events of default under the lease agreement include, but are not limited to, the occurrence of the following:

• the lessee fails to make a payment when due;

• the lessee fails to maintain required insurance coverage;

• the lessee fails to maintain or repair the vehicle as required by the lease agreement;

• the lessee violates the transfer of interest provisions of the lease agreement;

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• the lessee breaches any agreements in the lease and that breach significantly impairs the prospect of payment, performance or realization of the lessor’s interest in the vehicle;

• the lessee made a material misrepresentation on his or her lease agreement; or

• the lessee does any other act that is a default under a lease agreement under applicable law.

Upon default, the lessor or assignee may terminate the lease agreement and the lessee is responsible for any payments otherwise required upon early termination of the lease.

Each lease agreement may be terminated by the lessee at any time before its scheduled lease end date. If a lease agreement is terminated early, the lessee must return the vehicle to Ally Financial or to any reasonable address Ally Financial designates and complete an odometer disclosure statement. Except for leases terminated under a Pull Ahead Program, upon early termination the lessee will owe an amount equal to the total unpaid monthly payments, less unearned lease charges, plus any unpaid fees and taxes and charges for excess mileage and excess wear, to the extent not offset by the excess of the vehicle’s sales price over the Stated Residual Value of the vehicle, all as stated in the lease agreement. For leases terminated early under a Pull Ahead Program, lessees are only responsible for any accrued but unpaid monthly lease payments and payment of the excess wear and excess mileage charges as described below under “—Pull Ahead Programs” in this prospectus. Each lease agreement provides that the lessee may, at its own expense, obtain from an independent third party acceptable to Ally Financial a professional appraisal of the vehicle’s wholesale value that could be realized at sale. The appraised value will be binding and used as the sales price when determining whether or not there is any surplus.

All of the leases are closed-end leases. Under a closed-end lease, at the end of its term, if the lessee does not elect to purchase the vehicle by exercise of the purchase option contained in the lease agreement, the lessee is required to return the vehicle to Ally Financial or any reasonable address Ally Financial designates. After the vehicle is returned, an inspection will be completed by either the dealer or a third party inspection company. As with an early termination by the lessee, the lessee must complete an odometer disclosure statement and pay for excess mileage and excess wear charges and other items that may be due under the lease. The lessee is not required to pay the deficiency, if any, between the vehicle’s sale price and its residual value.

The lessee may exercise the purchase option under the lease agreement at the scheduled lease end date by paying the purchase price stated in the lease agreement. The purchase price is the Stated Residual Value, plus a fee of a minimum of $100 to a maximum of $500, in $100 increments. The purchase price is established by the dealer at lease inception and is described in the “Purchase Option at End of Lease Term” section of the lease agreement.

Insurance Required to be Maintained by Lessees

Each lease requires the lessee to maintain automobile bodily injury and property damage liability insurance that names Ally Financial as an additional insured. Each lease further requires the lessee to maintain (all risks) comprehensive and collision insurance covering damage to the leased vehicle and naming Ally Financial as loss payee.

Vehicle Maintenance; Excess Wear and Excess Mileage

Each lease provides that the lessee is responsible for all maintenance, repair, service and operating expenses of the leased vehicle. In addition, the lessee is responsible under the related lease for all excess damage to the leased vehicle and for its loss, seizure or theft. At the scheduled lease end date of the lease, if the lessee does not purchase the leased vehicle, the lease requires the lessee to pay Ally Financial the estimated cost to repair any damage to the vehicle that is deemed to be “excess wear.” Excess wear generally includes such items as inoperative mechanical and electrical parts, damage to the body, lights, trim or paint, missing equipment, parts and accessories, and similar items.

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Each lease also specifies a selected mileage level per year, which is one of the factors taken into account by Ally Financial in establishing the residual value for a leased vehicle. For more information on the determination of residual values, see “—Determination of Residual Value” above. If the lessee does not purchase the leased vehicle at the end of the lease term, the lease requires the lessee to pay Ally Financial an excess mileage charge for each mile the vehicle has been driven in excess of the selected mileage level.

If the lessee fails to maintain the vehicle as required under the lease or to pay excess wear or excess mileage charges, the vehicle sale price could be reduced, in turn reducing amounts available to pay the secured notes and the notes.

Servicing Procedures

As part of its efforts to collect payments due on the lease assets and to dispose of leased vehicles, the Servicer is allowed, for example, without the prior consent of the issuing entity, the CARAT or COLT Indenture Trustee, the CARAT or COLT owner trustee, or any other person, to establish the means and timing for contacting lessees in respect of overdue payments, foreclose on the vehicles securing the leases, deliver notices, demands, claims, complaints, responses or other documents in connection with any proceedings, execute any instruments of satisfaction or cancellation, or of partial or full release or discharge of underlying lessees, grant extensions, rebates or adjustments on a lease, and waive any prepayment, late payment, or any other fees or charges that may be collected in the ordinary course of servicing such leases. The Servicer is not liable for the exercise of discretion made in good faith and in accordance with its established servicing procedures.

The Servicer maintains the account information with respect to each serviced account. That information resides on a centralized accounts receivable system that is currently maintained by Hewlett-Packard, and for which Ally Financial has a right of use under a perpetual license. The Servicer is also responsible for maintaining title records with respect to vehicles securing serviced contracts together with the related contract. As of the date of this prospectus, those documents are maintained for the Servicer by PDP Group, Inc. at a facility in Baltimore, Maryland. Images of those documents are maintained on systems maintained at and accessible from locations different from the locations of the physical documents. Each contract included in a securitized pool is marked on the applicable computer files to indicate its transfer to the applicable issuing entity.

The Servicer will make reasonable efforts to collect all payments due on the leases held by any issuing entity and will, consistent with the applicable COLT Servicing Agreement, follow the collection procedures it follows for comparable automotive leases that it services for itself or others. See “Legal Aspects of the Secured Notes and the Lease Assets” in this prospectus.

Lessees receive monthly billing statements that specify the amount and due date of each Monthly Lease Payment due.

If any payment remains outstanding past its due date, the Servicer mails an initial notice of overdue payment to the lessee on or about the eighth day following the due date.

Lessees whose payment remains delinquent for a specified period following the payment due date are assigned to the low risk collections group. While most accounts are assigned to the low risk collections group between five and 15 days past due, the determination as to the exact timing of that assignment is made based on the application of an algorithm to the payment history of that lessee in respect of the relevant account. The low risk collection teams contact lessees using an automated dialing system. Currently, 100% of the low risk collections are outsourced to Genpact and Sykes Enterprises (formerly ICT Group), third parties with which Ally Servicing contracts for the provision of collection related services. Genpact and Sykes Enterprises act under the direct supervision of Ally Servicing and are required to follow the Servicer’s servicing policies. Genpact has been providing this service to Ally Servicing since July 2008. In February 2010, Sykes Enterprises acquired ICT Group, which had been providing this service to Ally Servicing since April 2007.

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Based on the algorithm, responsibility for calls on these accounts progresses to the early high risk collections group at differing times but generally at no later than 31 days past due. The early high risk collection teams attempt to establish contact with the lessee by telephone and continuing to attempt to obtain payment. Currently, 100% of the early high risk collections are outsourced to Genpact and Sykes Enterprises.

Based on the algorithm, responsibility for calls on these accounts progress to the high risk collections group at differing times but generally at 46 to 47 days past due. Currently, most high risk collections are performed by the Servicer; however, a small percentage of accounts ranging 46-59 days past due are outsourced to TelePerformance, a third party with which Ally Servicing contracts for the provision of collection related services. The high risk collection teams attempt to establish contact with the lessee by telephone and continue to attempt to obtain payment.

Waivers, Modifications and Extensions

Subject to its customary standards, policies and procedures comparable to practices followed by the Servicer in servicing automotive leases for itself and for third parties, and to its obligation under the transaction documents to make reasonable efforts to collect payments on the leases, the Servicer has discretion to grant waivers, extensions or other modifications on leases. In the case of extensions, occasionally, a lessee requests an extension of a lease contract for one or more months during the period of time between the original specified maturity of the lease and the time at which the lessee negotiates a new lease for a different vehicle. Ally Financial may extend the performance of the lessee’s obligations on a monthly basis up to a maximum of six months if the lessee is not in default on any of its obligations under the lease and if the lessee agrees to continue to make monthly payments. If Ally Financial, as Servicer, extends performance on the lease and determines to make a Residual Advance on the Extended Lease, the Residual Advance will be made at the same time as it would have been made if Ally Financial had not extended the lease. See “The Transfer and Servicing Agreements—Advances by the Servicer.”

If the Servicer grants any waiver, modification or extension on any lease in violation of the prohibitions described in “The Transfer and Servicing Agreements—Sale and Assignment of Lease Assets and Secured Notes—Sale and Assignment of Lease Assets,” it will be obligated to repurchase that lease from COLT.

Collection and Repossession Procedures

If the Servicer determines that eventual payment in full of a lease is unlikely, the Servicer will follow its normal practices and procedures to realize upon the lease, including the repossession and disposition of the leased vehicle at a public or private sale, or the taking of any other action permitted by applicable law. The Servicer will be entitled to receive its liquidation expenses as specified in the COLT Servicing Agreement as an allowance for amounts charged to the account of the lessee, in keeping with the Servicer’s customary procedures, for refurbishing and disposition of the leased vehicle and other out-of-pocket costs incurred in the liquidation.

Accounts for which the Servicer has made a determination to repossess the vehicle are referred to an outside repossession company located in the area of the lessee. These repossession companies are generally small local operations whose sole function is to repossess the related motor vehicle. Once the car is repossessed, a reclamation letter is sent to the lessee to inform them of the repossession, an affidavit of repossession is produced and title is obtained. Generally, the vehicle is then sold at auction, although, at Ally Financial’s discretion, to maximize net proceeds, limited repairs and or refurbishing may be performed prior to sale. See “—Vehicle Disposition Process” below for more information.

The net sale proceeds are applied to reduce the balance owing by the lessee. Excess proceeds, if any, are remitted to Ally Financial, as Servicer on behalf of COLT, the owner of the beneficial interest in the vehicle. Deficiency balances, if any, are charged off. Following charge off, the account is assigned to the asset recovery center, located in Lewisville, Texas, for evaluation and possible further attempts to collect amounts owing by the lessee. There is an exception to that process for lessees in bankruptcy.

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In some situations a lessee may become delinquent and is willing but unable to bring his/her account current. In this situation, at the discretion of Ally Financial, but subject to specific guidelines, one or more payments under the relevant lease may be deferred, provided that the lessee pays a deferral fee. If Ally Financial agrees to defer lease payments, it must make Advances on the deferred lease.

Vehicle Disposition Process

Leased vehicles may be returned to a General Motors or other authorized dealer or purchased directly by the dealer or lessee at maturity or upon early termination, or may be repossessed upon default.

Ally Financial uses three remarketing channels to dispose of vehicles: direct sales to dealers or lessees, SmartAuction (Ally Financial’s proprietary wholesale internet auction) and physical auctions. The primary objectives of the vehicle disposition process are to maximize sales proceeds while minimizing expense.

Each lessee has the option to purchase his/her leased vehicle upon scheduled termination of the lease at the price stated in the applicable lease. If the lessee does not exercise this option, the vehicle is offered for sale to the dealer to which the leased vehicle was returned. These sales are at a fixed price, and there is minimal remarketing expense associated with this channel as vehicles are not moved or reconditioned by Ally Financial prior to sale. Vehicles not bought directly by the lessee or dealer are remarketed via SmartAuction and physical auctions. These sales involve interactive bidding based on a floor price. Off-lease vehicles are generally sold via SmartAuction within 20 days of the date the lessee returns the leased vehicle to the dealer and via physical auction within 55 days of the return date. The entire vehicle disposition process generally takes an average of 25 days from the return of the leased vehicle.

Off-lease vehicles are returned to a General Motors or other authorized dealer who is responsible for reporting the return to Ally Financial and providing a completed vehicle odometer statement and deciding whether to purchase the vehicle. If the vehicle is not purchased under the direct to dealer/lessee channel, a vehicle condition/inspection report is completed by a third-party vendor hired by Ally Financial. Lessees are responsible for excess wear based on the condition/inspection report. Once a vehicle inspection has been completed, most vehicles are offered for sale via SmartAuction. If the vehicle is sold, Ally Financial electronically collects proceeds from the purchasing dealer. The purchasing dealer is responsible for picking up the vehicle from the storing location, which is typically another dealership. As of the date of this prospectus, 75% of off-lease vehicles not bought directly by the dealer/lessee are sold via SmartAuction. The remaining 25% of the vehicles are shipped to physical auction locations and either sold in a “closed” auction (open to General Motors dealers only) or an “open” auction (open to all licensed dealers).

At the physical auction location, Ally Financial will recondition the vehicle and make repairs to the vehicle only if the Ally Financial employee at the auction reasonably expects this work would increase the net proceeds on the sale of the vehicle. Generally, this practice results in only a limited amount of basic repairs, such as glass replacement and the repair of other safety-related damage.

The Ally Financial employee at the auction site is responsible for handling Ally Financial’s decisions with respect to the vehicles sold at the auction, including approving repair orders, setting auction dates and determining whether bids received at auction should be accepted. When the vehicle is sold, Ally Financial electronically collects proceeds from the auction. The purchasing dealer is responsible for all transportation costs.

Pull Ahead Programs

A Pull Ahead Program is a marketing program employed by General Motors to encourage current lessees to purchase or lease new General Motors vehicles. More information regarding Pull Ahead Programs and related Pull Ahead Payments will be provided in the accompanying prospectus supplement under “Residual Values— Pull Ahead Programs.”

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THE LEASE ASSETS

General

Ally Financial or Ally Bank purchases new and used leases and related vehicles from dealers under a supplemental dealer agreement. Ally Financial selects the lease assets to be included in the pools of leases securing series of secured notes from among the lease assets originated in the states in which VAULT operates, based on the eligibility criteria set forth in “—Representations, Warranties and Covenants” below. No SmartLease Plus Accounts, Paid in Full Leases or agreements constituting electronic chattel paper will be included in the pool unless otherwise specified in the accompanying prospectus supplement.

Information for each pool of motor vehicles and related leases will be set forth in the applicable prospectus supplement, including, to the extent appropriate:

• Aggregate ABS Value,

• number of leases in the pool,

• average ABS Value,

• average Lease Residual;

• percentage of all vehicles in the pool that were new vehicles at lease inception;

• weighted average standardized credit score,

• range and distribution of standardized credit scores,

• weighted average original term, and

• weighted average remaining term.

Representations, Warranties and Covenants

Pursuant to the COLT Sale and Contribution Agreement by which Ally Financial sells the lease assets that secure the secured notes to COLT, Ally Financial will represent and warrant to COLT that:

• each lease (1) was originated by a dealer party to a dealer agreement with Ally Financial for the retail lease of the related vehicle in the ordinary course of the dealer’s business, was fully and properly executed by the parties thereto and was purchased by and validly assigned to Ally Financial or its subsidiaries in accordance with its terms, (2) contains customary and enforceable provisions to render the rights and remedies of the holder of the lease adequate for realization against the vehicle of the benefits of the lease and (3) except for SmartLease Plus Accounts, if any, and Paid in Full Leases, if any, provides for level monthly payments (except that the first payment and the last payment may be different from the level payments) that fully amortizes the capitalized cost of the vehicle as specified on the lease to the Stated Residual Value over the lease term;

• all requirements of applicable federal, state and local laws, and regulations thereunder in respect of the leases, have been complied with in all material respects;

• each 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 enforceability is considered in a proceeding in equity or at law;

• upon conveyance of the lease asset by the dealer to Ally Financial, (1) Ally Financial has good title in and to the lease and the amounts due thereunder, (2) VAULT has good title to the related vehicle (or all necessary and appropriate action has been commenced that would result in VAULT having good and valid title to the related vehicle), and (3) Ally Financial owns and has good title to all of the beneficial interest in each related vehicle, in each case free of any lien;

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• no lease has been satisfied (except for Paid in Full Leases), subordinated, cancelled, terminated (except for Paid in Full Leases) or rescinded;

• each lessee is required to maintain physical damage and liability insurance policies of the type that Ally Financial requires in accordance with its customary underwriting standards for the purchase of motor vehicle leases;

• no lease was originated in, or is subject to the laws of, any jurisdiction whose laws would make unlawful the sale, transfer and assignment of that lease and related vehicle by the dealer to Ally Financial and VAULT and by Ally Financial to COLT, the pledge by COLT of its interest in that lease to the COLT Indenture Trustee and the pledges by COLT and VAULT of their respective interests in the related vehicles to each secured noteholder;

• each lease was underwritten in substantial conformance with underwriting guidelines applied to similar leases acquired by Ally Financial for its own account;

• each lease has an original scheduled term of not less than [12] months or greater than [60] months.

• the dealer selling each lease asset to Ally Financial is located in the United States and each lessee has a billing address in the United States;

• each lease (including all other agreements related thereto) is a triple net lease that requires the related lessee (or another person other than Ally Financial) to pay all costs relating to taxes, insurance and maintenance with respect to the related vehicle;

• each vehicle purchased by Ally Financial is an automobile or light duty truck;

• no right of rescission, setoff, counterclaim or defense has been asserted or threatened with respect to any lease;

• to the best of Ally Financial’s knowledge, (1) Ally Financial 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 Ally Financial or an affiliate for work, labor or materials affecting any vehicle, (2) Ally Financial has not, as of the closing date, received a written notice of any liens asserted against any vehicle for work, labor or materials affecting any vehicle, (3) Ally Financial and its ERISA Affiliates have not received notice from the PBGC of a lien imposed by Section 4068 of ERISA upon any lease asset and no such notice of lien has been filed with the appropriate governmental authority upon any lease asset and (4) Ally Financial and its affiliates have not received notice from the IRS of a lien imposed by 26 U.S.C. § 6321 upon any lease asset and no such notice of lien has been filed with the appropriate governmental authority upon any lease asset.

• all Uniform Commercial Code and other filings necessary in any jurisdiction to give COLT a first priority perfected security interest in the leases have been made or will be made within ten days after the closing date and no filings are necessary with respect to the transfer of the beneficial interest in each related vehicle;

• there is only one original executed copy of each lease;

• the lowest implicit lease rate of any lease is 0% and the highest implicit lease rate of any lease asset is less than or equal to the related discount rate used to calculate the ABS Value of those lease assets;

• as of the applicable cut-off date, no lease was considered past due, that is, the payments due on any lease in excess of $25.00 had been received within 30 days of the payment date and no lease was a Liquidating Lease Asset;

• no lease asset, or constituent part thereof, constitutes a “negotiable instrument” or “negotiable document of title” or unless otherwise disclosed in the applicable prospectus supplement, “electronic chattel paper” (as such terms are used in the Uniform Commercial Code);

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• the aggregate Initial ABS Value of the lease assets is an amount specified in the related COLT Sale and Contribution Agreement;

• since the applicable cut-off date, no provision of a 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;

• each lease was originated on or after a date specified in the related COLT Sale and Contribution Agreement;

• the information set forth in a lease asset schedule to be supplied as part of a related COLT Sale and Contribution Agreement is true and correct in all material respects;

• each lease is denominated in U.S. dollars;

• the COLT Sale and Contribution Agreement and the COLT Indenture create a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the leases in favor of COLT and the COLT Indenture Trustee, respectively, which security interest is prior to all other liens, other than certain liens that attach by operation of law, and is enforceable as such as against creditors of and purchasers from Ally Financial and COLT, respectively;

• all steps necessary to perfect COLT’s security interest against the holder of the secured notes in the leases that constitute chattel paper will have been taken;

• prior to the pledge of the lease assets to the COLT Indenture Trustee under the COLT Indenture, the leases other than Paid in Full Leases constitute “chattel paper,” “payment intangibles,” “instruments,” “certificated securities” or “uncertificated securities” within the meaning of the applicable Uniform Commercial Code;

• COLT owns and has good and marketable title to the lease assets free and clear of any lien, claim or encumbrance of any person or entity, other than liens of the COLT Indenture Trustee and the secured noteholder under the COLT Indenture;

• Ally Financial has caused, or will have caused within 10 days of the applicable 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 leases granted to COLT under the COLT Sale and Contribution Agreement and the COLT Indenture Trustee under the COLT Indenture;

• other than the sale by Ally Financial to COLT pursuant to the COLT Sale and Contribution Agreement and the security interest granted by COLT to the COLT Indenture Trustee and the secured noteholders under the COLT Indenture, neither Ally Financial nor COLT has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the lease assets; neither Ally Financial nor COLT has authorized the filing of, or is aware of, any financing statements against Ally Financial or COLT that include a description of collateral covering the lease 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 under the COLT Indenture or any financing statement that has been terminated; and neither Ally Financial nor COLT is aware of any judgment or tax lien filings against Ally Financial or COLT covering the leases; and

• Ally Financial, as custodian, has in its possession or under its control the original copies of the lease assets files and other documents that constitute or evidence the leases; the lease assets files and other documents that constitute or evidence the leases do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person or entity other than COLT.

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THE SECURED NOTES

The secured notes will be issued under the terms of a form of COLT Indenture, which has been filed as an exhibit to the registration statement of which this prospectus forms a part. The following summary, together with the related description in the accompanying prospectus supplement, describes the material terms of the secured notes and the COLT Indenture. Where particular provisions or terms used in the COLT Indenture are referred to, the actual provisions, including definitions of terms, are incorporated by reference as part of this summary. The prospectus supplement may contain additional information relating to the COLT Indenture and the secured notes issued pursuant to the COLT Indenture.

Ally Financial will acquire the secured notes in each series from COLT or, if applicable, another special purpose Delaware statutory trust to be identified in the accompanying prospectus supplement. Recourse on each secured note is limited to and is secured by a perfected lien on and an undivided security interest in a pool of leases, the related leased vehicles and other related assets. For each series of secured notes, two secured notes will be issued for the lease assets acquired on the initial closing date and one secured note will be issued for each pool of lease assets acquired on any additional closing dates. Secured notes in a series may also be issued with interest rates or other terms that correspond to the securities being issued by the issuing entity if the prospectus supplement so provides. However, all secured notes in a series will be paid ratably from collections on the entire pool of lease assets securing those secured notes.

The lease assets have been or will be acquired from participating dealers in accordance with Ally Financial’s underwriting requirements. The lease assets have been or will be acquired by Ally Financial in the ordinary course of business and in accordance with its underwriting standards, which evaluate the prospective lessee’s ability to pay and creditworthiness, as well as the expected residual value of the vehicle to be financed. Ally Financial’s underwriting standards also generally require physical damage insurance to be maintained on each leased vehicle.

The lease assets to be included in the pool securing a series of secured notes will be selected using several criteria, which consist of those criteria described in “The Transfer and Servicing Agreements—Sale and Assignment of Lease Assets and Secured Notes” in this prospectus and any other criteria set forth in the accompanying prospectus supplement.

Terms of the Secured Notes under the COLT Indenture

The following summary, together with the related description in the accompanying prospectus supplement, describes the material terms of the secured notes. Where particular provisions or terms used in the COLT Indenture are referred to, the actual provisions, including definitions of terms, are incorporated by reference as part of this summary.

Each secured note held by an issuing entity is secured by:

• a pool of leases for new or used cars and light duty trucks and all beneficial interest in the related vehicles under the VAULT Trust Agreement, and all moneys due thereunder on and after the cut-off date and with respect to the vehicles and, to the extent permitted by law, all accessions to the related vehicles;

• the right to proceeds of physical damage, credit life, credit disability or other insurance policies covering the related vehicles or lessees;

• any recourse against dealers on the lease assets;

• specified rights of COLT in the COLT Basic Documents, solely with respect to leases, leased vehicles and other specified assets relating to the secured notes; and

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• amounts and investments of those amounts as from time to time may be held in separate trust accounts established and maintained pursuant to the COLT Indenture pursuant to which the secured notes owned by the issuing entity were issued and the proceeds thereof.

The sole source for payment of the secured notes is the collateral described above and any other funds that may from time to time be pledged to secure the payment of the secured notes.

Interest on secured notes accrues from and including the issue date for the secured notes, to but excluding the date on which the Secured Note Principal Balance of the secured notes is reduced to zero, at the annual rate specified in the COLT Indenture.

Each holder of a secured note agrees by acceptance of a secured note (or interest therein) that no recourse may be taken, directly or indirectly, with respect to the obligations of COLT, the COLT owner trustee or the COLT Indenture Trustee on the secured notes or under the COLT Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the COLT owner trustee or the COLT Indenture Trustee, each in its individual capacity, (ii) COLT’s equityholders or (iii) COLT or the assets of any other series of COLT. The holder also agrees to look solely to the collateral for that secured note, including available amounts on deposit in any designated COLT reserve account, and any other property pledged as security for the secured note in payment of the indebtedness thereunder. However, nothing limits any right of the holder of a secured note to accelerate the maturity of the secured note upon default, subject to any grace periods, to bring suit and obtain a judgment against COLT on the secured note, except that until one year and a day after payment in full of the secured notes the sole recourse for that judgment is limited to the lease asset collateral and any other security for the secured note, to enforce the security interest of the holder or otherwise realize upon the collateral securing the secured note, including available amounts on deposit in any designated COLT reserve account, or any other property pledged as security to secure the obligations represented by the secured notes.

Each secured note will be discharged upon the delivery to the COLT Indenture Trustee of the secured note for cancellation of the secured note or, with certain limitations, upon deposit with the COLT Indenture Trustee of funds sufficient for the payment in full of the secured note.

Each holder of a secured note, by its acceptance of the secured note, agrees that it will not, prior to the date which is one year and one day after the payment in full of the secured note and any other obligations of or interest in COLT, petition or otherwise cause COLT to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against COLT under any federal or state bankruptcy, insolvency, reorganization 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.

The COLT Indenture

A form of COLT Indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. We will provide a copy of the applicable COLT Indenture without exhibits upon request to a holder of notes issued under the CARAT Indenture. The following summary, together with any related description in the accompanying prospectus supplement, describes the material terms of the COLT Indenture.

Modification of COLT Indenture Without the Secured Noteholder’s Consent. For each COLT Indenture, COLT and the COLT Indenture Trustee may, without consent of the CARAT Indenture Trustee, as holder of the secured notes of a particular series, but with prior notice to the rating agencies hired to rate the secured notes, if any, the notes or the certificates, enter into one or more supplemental indentures for any of the following purposes:

(1) to correct or amplify the description of the property subject to the lien of the COLT Indenture or add additional property subject to the lien of the COLT Indenture;

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(2) to provide for the assumption of the secured notes and the COLT Indenture obligations by a permitted successor to COLT;

(3) to add additional covenants for the benefit of the secured noteholders;

(4) to convey, transfer, assign, mortgage or pledge any property to or with the COLT Indenture Trustee;

(5) to cure any ambiguity or correct or supplement any provision in the COLT Indenture or in any supplemental indenture that may be inconsistent with any other provision of the COLT Indenture, any supplemental indenture or in any other COLT Basic Document;

(6) to evidence and provide for the acceptance of the appointment of a successor or additional COLT Indenture Trustee or to add to or change any of the provisions of the COLT Indenture as will be necessary and permitted to facilitate the administration by more than one COLT Indenture Trustee;

(7) to modify, eliminate or add to the provisions of the COLT Indenture in order to comply with the Trust Indenture Act of 1939, as amended; or

(8) to add any provisions to, change in any manner, or eliminate any of the provisions of, the COLT Indenture or modify in any manner the rights of the holders of secured notes under the COLT Indenture; provided that any action specified in this clause (8) occurs pursuant to a written order of COLT and will not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of the secured noteholders unless the consent of the CARAT Indenture Trustee, as holder of the secured notes, is otherwise obtained as described in the next section of this prospectus.

Modification of COLT Indenture With the Secured Noteholder’s Consent. For each COLT Indenture, COLT and the COLT Indenture Trustee may execute a supplemental indenture to add provisions to, change in any manner or eliminate any provisions of, the COLT Indenture, or modify in any manner the rights of the secured noteholders, with the consent of the holders of a majority in aggregate principal amount of the outstanding secured notes and such other requirements, if any, as may be disclosed in the applicable prospectus supplement.

Without the consent of the CARAT Indenture Trustee, as holder of each outstanding secured note which would be affected, however, no supplemental indenture will:

(1) change the due date of any instalment of principal of or interest on any secured note or reduce the principal amount of any secured note, the interest rate specified thereon or change any place of payment where or the coin or currency in which any secured note or any interest thereon is payable or modify any of the provisions of the COLT Indenture in a manner as to affect the calculation of the amount of any payment of interest or principal due on any secured note on any payment date;

(2) impair the right to institute suit for the enforcement of specified provisions of the COLT Indenture regarding payment of principal or interest on any secured note;

(3) reduce the percentage of the aggregate principal amount of the outstanding secured notes, the consent of the holders of which is required for any supplemental indenture or the consent of the holders of which is required for any waiver of compliance with specified provisions of the COLT Indenture or of specified defaults thereunder and their consequences as provided for in the COLT Indenture;

(4) modify any of the provisions of the COLT Indenture regarding the voting of secured notes held by COLT, Ally Financial, the Servicer or any affiliate of any of them;

(5) reduce the percentage of the aggregate principal amount of the outstanding secured notes required to direct the COLT Indenture Trustee to sell or liquidate the assets of COLT if the proceeds of that sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding secured notes;

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(6) amend the sections of the COLT Indenture to decrease the minimum percentage of the aggregate principal amount of the outstanding secured notes necessary to amend the COLT Indenture or any of the other COLT Basic Documents;

(7) modify any of the provisions of the COLT Indenture to change the calculation of the amount of any payment of interest or principal due on any payment date; or

(8) permit the creation of any lien ranking prior to or on a parity with the lien of the COLT Indenture on any part of the assets of COLT or, except as otherwise permitted or contemplated in the COLT Indenture, terminate the lien of the COLT Indenture on that collateral or deprive any of the secured noteholders of the security afforded by the lien of the COLT Indenture.

COLT Events of Default; Rights Upon COLT Event of Default. For each COLT Indenture, COLT Events of Default under the COLT Indenture will consist of:

(1) any failure to pay interest on the secured notes as and when the same becomes due and payable, which failure continues unremedied for five days;

(2) except as provided in clause (3), any failure to pay any principal on the secured notes as and when required in accordance with the COLT Basic Documents, which failure continues unremedied for 30 days after the giving of written notice of the failure (X) to the Servicer by the COLT Indenture Trustee or (Y) to the Servicer and the COLT Indenture Trustee by the holders of not less than 25% of the aggregate principal amount of the outstanding secured notes;

(3) failure to pay in full the Secured Note Principal Balance of the secured notes by the final maturity date of the secured notes;

(4) any failure to observe or perform in any material respect any other covenants or agreements of COLT in the COLT Indenture, which failure materially and adversely affects the rights of secured noteholders, and continues unremedied for 30 days after the giving of written notice of the failure (X) to COLT and Ally Financial (or the Servicer, as applicable) by the COLT Indenture Trustee or (Y) to COLT, Ally Financial (or the Servicer, as applicable) and the COLT Indenture Trustee by the holders of not less than 25% of the aggregate principal amount of the outstanding secured notes;

(5) events of bankruptcy, insolvency or receivership for COLT indicating its insolvency, reorganization pursuant to bankruptcy proceedings or inability to pay its obligations; and

(6) any other events or circumstances set forth in the applicable prospectus supplement.

If a COLT Event of Default occurs and is continuing, either the COLT Indenture Trustee or the holders of not less than a majority of the aggregate principal balance of the outstanding secured notes then outstanding, may declare the unpaid principal and accrued and unpaid interest of the secured notes to be immediately due and payable. This declaration may, under specified circumstances, be rescinded by the CARAT Indenture Trustee, as holder of the secured notes.

If the secured notes of any series are declared due and payable following a COLT Event of Default, then in lieu of the COLT Indenture Trustee maintaining the assets of the COLT trust estate and continuing to apply collections on the lease assets as if there had been no declaration of acceleration, the COLT Indenture Trustee may:

(1) institute proceedings to collect amounts due and payable on the secured notes;

(2) institute proceedings for complete or partial foreclosure on the collateral with respect to the COLT Indenture and the VAULT Security Agreement;

(3) exercise remedies as a secured party; or

(4) sell all or a portion of the COLT trust estate in specified circumstances following the procedures set forth in the COLT Indenture and the COLT Basic Documents.

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In that event, any money or property collected by the COLT Indenture Trustee will be applied:

(1) first, to the COLT Indenture Trustee for unpaid fees, expenses and indemnification due to it under the COLT Indenture, if any,

(2) next, to the COLT owner trustee for amounts due to it, not including amounts due for payments to the holders of the equity interest of COLT, under the COLT Declaration of Trust; and

(3) the remainder to the COLT collection account for distribution in the following priority: (i) payment in full of the accrued and unpaid interest on the secured notes; (ii) payment in full of the unpaid principal balance of the secured notes; (iii) to the CARAT collection account for payment of any shortfalls of amounts on deposit therein; and (iv) the remainder will be distributed in accordance with the instructions of the holder of the equity interests of COLT.

The COLT Indenture Trustee, however, is prohibited from selling or liquidating the assets of COLT following a COLT Event of Default, unless:

(1) (A) the CARAT Indenture Trustee, as holder of the secured notes, consents to the sale or liquidation;

       (B) the proceeds of the sale are sufficient to pay in full the principal of and the accrued interest on the secured notes at the date of the sale or liquidation; or

       (C) (X) there has been a default in the payment of interest, principal or other amounts on the secured notes,

             (Y) the COLT Indenture Trustee determines that the assets of COLT will not continue to provide sufficient funds on an ongoing basis to make all payments on the secured notes as the payments would have become due if the obligations had not been declared due and payable, and

             (Z) the COLT Indenture Trustee obtains the consent of the CARAT Indenture Trustee, as holder of the secured notes; and

(2) 10 days prior written notice of the sale or liquidation of the least assets has been given to the rating agencies that have been hired to rate the related notes.

Following a declaration upon a COLT Event of Default that the secured notes are immediately due and payable, the secured notes will be entitled to ratable repayment of principal of and interest on or after the respective due dates as provided in the COLT Indenture and the secured notes (in the case of redemption, if applicable, on or after the redemption date).

Subject to the provisions of the COLT Indenture relating to the duties of the COLT Indenture Trustee, if a COLT Event of Default occurs and is continuing with respect to the secured notes, the COLT Indenture Trustee will be under no obligation to exercise any of the rights or powers under the COLT Indenture at the request or direction of any of the holders of the secured notes, unless such holders shall have offered to the COLT Indenture Trustee security or indemnity satisfactory to the COLT Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in complying with the request. Subject to the provisions for indemnification and to limitations contained in the COLT Indenture, the holders of a majority of the aggregate principal balance of the outstanding secured notes in a series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the COLT Indenture Trustee and the holders of a majority of the aggregate principal balance of the outstanding secured notes in that series may, in specified cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the COLT Indenture that cannot be modified without the waiver or consent of all of the holders of the outstanding secured notes in that series.

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No holder of a secured note in any series will have the right to institute any proceeding regarding the COLT Indenture, unless:

(1) the holder has given to the COLT Indenture Trustee written notice of a continuing COLT Event of Default;

(2) the holders of not less than 25% of the aggregate principal balance of the outstanding secured notes in a series have made written request to the COLT Indenture Trustee to institute the proceeding in its own name as COLT Indenture Trustee;

(3) the holder or holders have offered the COLT Indenture Trustee reasonable indemnity;

(4) the COLT Indenture Trustee has for 60 days failed to institute the proceeding; and

(5) no direction inconsistent with the written request has been given to the COLT Indenture Trustee during the 60-day period by the holders of a majority of the aggregate principal amount of the outstanding secured notes.

If a default occurs and is continuing regarding the COLT trust estate and if it is known to the COLT Indenture Trustee, the COLT Indenture Trustee will mail to each holder of the secured notes, notice of the default within 90 days after it occurs. Except in the case of a failure to make any required payment of principal of or interest on any secured note, the COLT Indenture Trustee may withhold the notice beyond the 90-day period if and so long as it determines in good faith that withholding the notice is in the interests of secured noteholders.

In addition, each of the COLT Indenture Trustee and the holders of the secured notes, by accepting the secured notes, will covenant that they will not, for a period of one year and one day after payment in full of the secured notes, institute against COLT any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Neither the COLT Indenture Trustee nor the COLT owner trustee in its individual capacity, nor any holder of any equity interests in COLT including, without limitation, the depositor, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, or any successors or assigns of the COLT Indenture Trustee or the COLT owner trustee will, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the secured notes or for the agreements of COLT contained in the COLT Indenture.

Material Covenants. The COLT Indenture provides that COLT may not consolidate with or merge into any other entity, unless:

(1) the entity formed by or surviving the consolidation or merger is organized under the laws of the United States, any state or the District of Columbia;

(2) the entity expressly assumes COLT’s obligation to make due and timely payments on the notes and the performance or observance of every agreement and covenant of COLT under the COLT Indenture;

(3) no COLT Event of Default has occurred and is continuing immediately after the merger or consolidation;

(4) the Servicer, the COLT owner trustee and the COLT Indenture Trustee have been advised that the rating of the secured notes will not be reduced or withdrawn by the rating agencies hired to rate the secured notes as a result of the merger or consolidation;

(5) any action necessary to maintain the lien and security interest created by the COLT Indenture has been taken; and

(6) COLT has delivered an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to COLT or any secured noteholder.

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COLT will not, among other things, except as expressly permitted by the COLT Basic Documents:

(1) sell, transfer, exchange or otherwise dispose of any of the assets of COLT except as provided in the COLT Indenture and the COLT Basic Documents;

(2) claim any credit on or make any deduction from the principal and interest payable in respect of the secured notes, other than amounts withheld under the Internal Revenue Code or applicable state law, or assert any claim against any present or former secured noteholder because of the payment of taxes levied or assessed upon any part of COLT;

(3) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs;

(4) permit the validity or effectiveness of the COLT Indenture or any other COLT Basic Document to be impaired or permit the liens of the COLT Indenture or the VAULT Security Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any person to be released from any covenants or obligations regarding the secured notes under the COLT Indenture except as may be expressly permitted by the COLT Indenture;

(5) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of the COLT Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the COLT trust estate or any part of its assets, or any interest in its assets or the proceeds thereof; or

(6) permit the liens of the COLT Indenture or the VAULT Security Agreement to not constitute a valid security interest in the collateral thereunder.

COLT may not engage in any business or activity other than as specified under “The Secured Notes.” COLT will also not issue, assume or guarantee any indebtedness other than indebtedness incurred pursuant to the secured notes and the COLT Indenture or otherwise in connection with the COLT Basic Documents.

Annual Compliance Statement. COLT will be required to file annually with the COLT Indenture Trustee an officer’s certificate as to COLT’s activities and performance under the COLT Indenture.

Satisfaction and Discharge of COLT Indenture. The COLT Indenture will be discharged upon the delivery to the COLT Indenture Trustee for cancellation of all of COLT’s secured notes or, subject to limitations, upon deposit with the COLT Indenture Trustee of funds sufficient for the payment in full of all secured notes. The COLT Indenture Trustee will continue to act as COLT Indenture Trustee under the COLT Indenture for the benefit of the secured noteholders until all payments in respect of the secured notes and interest due to the secured noteholders have been paid in full.

The COLT Indenture Trustee

The COLT Indenture Trustee for a series of secured notes will be specified in the accompanying prospectus supplement. The COLT Indenture Trustee may give notice of its intent to resign at any time, in which event COLT will be obligated to appoint a successor trustee. COLT may also remove the COLT Indenture Trustee if the COLT Indenture Trustee ceases to be eligible to continue under the indenture or if the COLT Indenture Trustee becomes insolvent or otherwise becomes incapable of acting. In those circumstances, the COLT will be obligated to appoint a successor COLT Indenture Trustee. The holders of a majority of the aggregate principal amount of the secured notes also have the right to remove the COLT Indenture Trustee and appoint a successor. Costs associated with the termination of the COLT Indenture Trustee will be borne by the Servicer. There are no indemnification provisions that entitle the COLT Indenture Trustee to be indemnified from cash flow that otherwise would be used to pay the securities. Any resignation or removal of the COLT Indenture Trustee and appointment of a successor trustee does not become effective until acceptance of the appointment by the successor trustee.

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The COLT Indenture Trustee will not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers so long as the COLT Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. In addition, the COLT Indenture Trustee will not be liable for interest on any money received by it except if it agrees in writing with COLT and will have no liability or responsibility for the acts or omissions of any other party to any of the basic documents. The COLT Indenture Trustee does not have any obligation to independently verify or confirm any underlying data.

Delinquencies, Repossessions and Charge Offs

The primary sources of payment on the secured notes are payments due on the underlying leases and the proceeds of sale of the leased vehicles at lease termination.

As a result, the accompanying prospectus supplement sets forth information concerning the composition of the secured notes being sold to the depositor, information concerning the leases and leased vehicles and information concerning Ally Financial’s experience in the United States pertaining to delinquencies on leases of automobiles and light duty trucks and repossessions and charge off information relating to its entire leased vehicle portfolio, including leases and leased motor vehicles sold by Ally Financial that it continues to service. There can be no assurance that the performance of the secured notes or the delinquency, repossession and charge off experience on any portfolio of leases and leased vehicles will be comparable to prior experience.

Ally Financial’s Responsibilities as Servicer and Trust Administrator

Ally Financial is the Trust Administrator of the secured notes for the issuing entity. Ally Financial also acts as the Servicer for the leases and leased vehicles. Ally Financial, as Servicer, is responsible for calculating the ABS Value of each lease asset, posting all payments and responding to inquiries of lessees, investigating delinquencies, monitoring the status of insurance policies with respect to the leases and vehicles, accounting for collections, remarketing returned vehicles and furnishing monthly and annual statements to COLT and reporting federal income tax and other information for the lease assets. For a discussion of the responsibilities of the Servicer, see “Description of Auto Lease Business of Ally Financial” and “The Lease Assets” in this prospectus. For a discussion of the responsibilities of the Trust Administrator, see “The Transfer and Servicing Agreements— Servicing and Administration Procedures.”

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WEIGHTED AVERAGE LIFE OF THE SECURITIES

The primary sources of payment on a series of secured notes will be the Monthly Lease Payments on the leases and amounts received upon sale of the leased vehicles securing that series. As a result, the weighted average life of the securities issued by any issuing entity will generally be influenced by the rate at which the leases securing the related series of secured notes terminate early, causing a prepayment on the secured notes owned by that issuing entity. All of the leases may be terminated early at any time upon payment by the lessee of the (1) remaining Monthly Lease Payments less any unearned finance charges for the lease and (2) excess mileage and excess wear charges, if any. General Motors, or Ally Financial, as agent for General Motors, may also elect to offer Pull Ahead Programs with respect to the leases, which would permit early terminations under leases without the payment by the lessees of all or a portion of these remaining Monthly Lease Payments. The implementation of a Pull Ahead Program by General Motors or Ally Financial will have the effect of increasing the rate of early termination of the leases. For more information on the Pull Ahead Program, see “Description of Auto Lease Business of Ally Financial—Pull Ahead Programs” in this prospectus. For more information on the amount of time generally required to dispose of off-lease vehicles, see “Description of Auto Lease Business of Ally Financial—Vehicle Disposition Process.”

Although early terminations are primarily caused by the early return or purchase of leased vehicles by lessees under a Pull Ahead Program or otherwise, early terminations may also include liquidation due to a default under the lease or a casualty loss of the leased vehicle. Upon early termination of a lease in any pool, the series of secured notes related to that pool will be repaid pro rata on the next distribution date.

In addition, payments made by the Servicer or by Ally Financial as seller of the lease assets as a result of a purchase by the Servicer or Ally Financial of the lease asset from COLT due to a breach of a representation or warranty of the Servicer or Ally Financial will be treated by the Servicer as an early termination of the lease.

The secured notes and the notes may be prepaid in full if the Servicer exercises its option to purchase the lease assets after the Aggregate ABS Value of the lease assets declines to the level described in “The Transfer and Servicing Agreements—Termination” in this prospectus and “Weighted Average Live of the Notes” in the accompanying prospectus supplement.

Any reinvestment risk resulting from prepayment of secured notes will be borne entirely by the holders of securities.

If a revolving period is provided for in the accompanying prospectus supplement, the weighted average life of the securities will also be influenced by the ability of COLT to reinvest payments received on the lease assets during the revolving period. The ability of COLT to reinvest those payments will be influenced by the availability of suitable additional lease assets for COLT to purchase and the rate at which the ABS Values of the lease assets are paid.

If there is a partial prepayment on a lease, these amounts will not be applied to prepay the related secured notes. Instead, if the Monthly Remittance Condition is satisfied, the Servicer will retain these amounts and apply them, pro rata, to pay principal and interest on the related secured notes as these amounts become due and payable until that lease is terminated and the related secured notes are due and payable in full. If the Monthly Remittance Condition is not satisfied, the Servicer will deposit partial prepayments into the Payment Ahead Servicing Account within two business days after it receives these prepayments.

All of the leases have been or will be acquired from dealers using Ally Financial’s underwriting standards. The depositor can make no assurance that the leases will experience the same rate of early termination as Ally Financial’s historical early termination or loss experience for leases in its serviced portfolio. There can be no assurance that Ally Financial will continue to dispose of off-lease vehicles in the manner and within the time periods described in “Description of Auto Lease Business of Ally Financial—Vehicle Disposition Process” in this

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prospectus. Moreover, there can be no assurance that the Servicer will make an Advance or, if made, that the Advance will be sufficient to pay in full any series of notes or class of certificates on the final scheduled payment date for that series or class. Therefore, any series or class of securities issued by an issuing entity may mature significantly later than its targeted maturity date.

POOL FACTORS AND TRADING INFORMATION

Each Note Pool Factor and each Certificate Pool Factor will initially be 1.0000000. Thereafter the Note Pool Factor and the Certificate Pool Factor will decline to reflect reductions in the outstanding principal balance of the notes, or the reduction of the certificate balance of the certificates, as the case may be. A noteholder’s portion of the aggregate outstanding principal balance of a class of notes is the product of:

(1) the original denomination of the noteholder’s note; and

(2) the Note Pool Factor.

A certificateholder’s portion of the aggregate outstanding certificate balance for a class of certificates is the product of (1) the original denomination of the certificateholder’s certificate and (2) the Certificate Pool Factor.

For each issuing entity, the noteholders will receive reports on or about each payment date concerning payments received on the secured notes, the aggregate Secured Note Principal Balance for that issuing entity, each Note Pool Factor and various other items of information. Noteholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law. See “Book-Entry Registration; Reports to Securityholders—Reports to Securityholders.” The certificateholders will receive reports on or about each distribution date concerning payments received on the secured notes, the certificate balance, each Certificate Pool Factor and various other items of information as provided in the Transfer and Servicing Agreements. Certificateholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law. See “Book Entry Registration; Reports to Securityholders—Reports to Securityholders” in this prospectus.

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USE OF PROCEEDS

The net proceeds to be received by the depositor from the sale of the securities of a given series will be applied to purchase secured notes from Ally Financial.

THE NOTES

For each issuing entity, one or more classes of notes will be issued under the terms of an indenture, a form of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. The following summary, together with the related description in the accompanying prospectus supplement, describes the material terms of the form of notes and the form of indenture. Where particular provisions or terms used in the indenture are referred to, the actual provisions, including definitions of terms, are incorporated by reference as part of this summary. The prospectus supplement may contain additional information relating to a specific CARAT Indenture and the series issued pursuant to that indenture.

Each class of notes issued by an issuing entity will initially be represented by one or more notes, in each case registered in the name of the nominee of DTC, in the United States, or Clearstream or Euroclear, in Europe, except as set forth below and will be available for purchase in denominations of $250,000 and integral multiples of $1,000 in book-entry form only or in such form and denomination as may be described in the applicable prospectus supplement. The depositor has been informed by DTC that DTC’s nominee will be Cede & Co. Accordingly, Cede & Co. is expected to be the holder of record of the notes. Unless and until definitive notes are issued under the limited circumstances described in this prospectus or as may be described in the accompanying prospectus supplement, no noteholder will be entitled to receive a physical certificate representing a note. All references in this prospectus to actions by noteholders refer to actions taken by DTC upon instructions from its participating organizations. All references in this prospectus to distributions, notices, reports and statements to noteholders refer to distributions, notices, reports and statements to DTC or Cede & Co., as the registered holder of the notes, as the case may be, for distribution to noteholders in accordance with DTC’s procedures with respect thereto. See “Book Entry Registration; Reports to Securityholders—Book-Entry Registration” and “—Definitive Securities” in this prospectus.

Principal and Interest on the Notes

The timing and priority of payment, seniority, allocations of loss, interest rate and amount of or method of determining payments of principal and interest on the notes will be described in the accompanying prospectus supplement. Each class of notes may have a different interest rate, which may be a fixed, floating or adjustable interest rate, and which may be zero for specified classes of Strip Notes.

The accompanying prospectus supplement will specify the interest rate for each class of notes, or the initial interest rate and the method for determining the interest rate, as applicable. Floating rate notes generally will accrue interest based on either one-month LIBOR or three-month LIBOR, plus an applicable spread. The one-month LIBOR or three-month LIBOR will be the rate for deposits in U.S. Dollars for a period of one month or three months, as appropriate, which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the day that is two LIBOR business days prior to the preceding distribution date or, in the case of the initial distribution date, on the day that is two LIBOR business days prior to the closing date. If that rate does not appear on the Reuters Screen LIBOR01 Page or any other page as may replace that page on that service, or if that service is no longer offered, any other service for displaying one-month LIBOR or three-month LIBOR or comparable rates may be selected by the CARAT Indenture Trustee after consultation with the depositor.

The right of holders of any class of notes to receive payments of principal and interest may be senior or subordinate to the rights of holders of any other class or classes of notes in the series. The terms of that subordination will be described in the accompanying prospectus supplement. Payments of interest on the notes

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will be made prior to payments of principal on them. A series may include one or more classes of notes called Strip Notes, entitled to (1) principal payments with disproportionate, nominal or no interest payments or (2) interest payments with disproportionate, nominal or no principal payments. Each class of notes may have a different interest rate, which may be a fixed, variable or adjustable interest rate or any combination of the foregoing. The interest rate on certain classes of Strip Notes may be zero. One or more classes of notes of a series may be redeemable under the circumstances specified in the accompanying prospectus supplement.

The accompanying prospectus supplement will specify the relative priority of payments of interest on each class of notes. Under some circumstances, the amount available for payments of interest could be less than the amount of interest payable on a particular class of notes on any of the payment dates specified for that class of notes in the accompanying prospectus supplement. In that case, noteholders of that class will receive their ratable share, based upon the aggregate amount of interest due to that class of noteholders, of the aggregate amount available to be distributed in respect of interest on the notes. See “The Transfer and Servicing Agreements—Distributions” and “—Credit Enhancement” in this prospectus.

In the case of a series of notes that includes two or more classes of notes, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination of principal and interest, of each class will be set forth in the accompanying prospectus supplement. Payments in respect of principal and interest of any class of notes will be made on a pro rata basis among all of the notes of that class or in such other priorities as may be disclosed in the applicable prospectus supplement. Notes legally and/or beneficially owned by the depositor or its affiliates will be entitled to equal and proportionate benefits under the CARAT Indenture, except that those notes that are both legally and beneficially owned by the depositor or its affiliates will be deemed not to be outstanding for the purpose of determining whether the requisite percentage of noteholders have given any request, demand, authorization, direction, notice, consent or other action under the CARAT Related Documents. If more than one class of notes in a series is issued by an issuing entity and the voting rights of the classes are different on any matters, including giving any request, demand, authorization, direction, notice, consent or other action under the documents for that issuing entity, those rights will be described in the accompanying prospectus supplement.

If a CARAT Event of Default occurs and is continuing for any issuing entity and if it is known to the CARAT Indenture Trustee, the CARAT Indenture Trustee will mail to each noteholder of that issuing entity notice of the CARAT Event of Default within 90 days after it occurs. Except in the case of a failure to make any required payment of principal of or interest on any note, the CARAT Indenture Trustee may withhold the notice beyond that 90-day period if and so long as it determines in good faith that withholding the notice is in the interests of noteholders.

Derivative Agreements

If so provided in the related prospectus supplement, each class or tranche of floating rate notes may have the benefits of one or more derivative agreements, which may be a currency or interest rate swap (obligating the issuing entity to pay the derivative counterparty a fixed interest rate and obligating the derivative counterparty to pay the issuing entity a floating interest rate), an interest rate cap (obligating a derivative counterparty to pay all interest in excess of a specified percentage rate), an interest rate collar (obligating a derivative counterparty to pay all interest below a specified percentage rate and above a higher specified percentage rate) or a guaranteed investment contract (obligating a derivative counterparty to pay a guaranteed rate of return over a specified period) with various counterparties. In general, the issuing entity will receive payments from counterparties to the derivative agreements in exchange for the issuing entity’s payments to them, to the extent required under the derivative agreements. The specific terms of a derivative agreement applicable to a class or tranche of floating rate notes and a description of the related counterparty will be included in the related prospectus supplement.

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The CARAT Indenture

A form of CARAT Indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. The depositor will provide a copy of the applicable indenture without exhibits upon request to a holder of notes issued under that CARAT Indenture. The following summary, together with any related description in the accompanying prospectus supplement, describes the material terms of the CARAT Indenture.

Modification of CARAT Indenture Without Noteholder Consent. Each issuing entity and CARAT Indenture Trustee for that issuing entity, on behalf of that issuing entity, may, without consent of the noteholders of that issuing entity, but with prior notice to the rating agencies hired to rate the notes or the certificates, enter into one or more supplemental indentures for any of the following purposes:

(1) to correct or amplify the description of the property subject to the lien of the CARAT Indenture or add additional property subject to the lien of the CARAT Indenture;

(2) to provide for the assumption of the notes and the CARAT Indenture obligations by a permitted successor to the issuing entity;

(3) to add additional covenants for the benefit of the noteholders;

(4) to convey, transfer, assign, mortgage or pledge any property to or with the CARAT Indenture Trustee;

(5) to cure any ambiguity or correct or supplement any provision in the CARAT Indenture or in any supplemental indenture that may be inconsistent with any other provision of the CARAT Indenture or any supplemental indenture or in any other CARAT Related Document;

(6) to evidence and provide for the acceptance of the appointment of a successor or additional CARAT Indenture Trustee or to add to or change any of the provisions of the CARAT Indenture as will be necessary and permitted to facilitate the administration by more than one CARAT Indenture Trustee;

(7) to modify, eliminate or add to the provisions of the CARAT Indenture in order to comply with the Trust Indenture Act of 1939, as amended; or

(8) to add any provisions to, change in any manner, or eliminate any of the provisions of, the CARAT Indenture or modify in any manner the rights of noteholders under that CARAT Indenture; provided that any action specified in this clause (8) occurs pursuant to a written order of the issuing entity and will not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any noteholder of that issuing entity unless noteholder consent is otherwise obtained as described in the next section of this prospectus.

Modification of CARAT Indenture With Noteholder Consent. For each issuing entity, the issuing entity and the CARAT Indenture Trustee may execute a supplemental indenture to add provisions to, change in any manner or eliminate any provisions of, the CARAT Indenture, or modify in any manner the rights of the noteholders, with the consent of the holders of a majority in principal amount of the Controlling Class and such other requirements, if any, as may be disclosed in the applicable prospectus supplement.

Without the consent of the holder of each outstanding note which would be affected, however, no supplemental indenture will:

(1) change the due date of any instalment of principal of or interest on any note or reduce the principal amount of any note, the interest rate specified thereon or the redemption price with respect thereto or change any place of payment where or the coin or currency in which any note or any interest thereon is payable or modify any of the provisions of the CARAT Indenture in a manner as to affect the calculation of the amount of any payment of interest or principal due on any note on any payment date;

(2) impair the right to institute suit for the enforcement of specified provisions of the CARAT Indenture regarding payment of principal or interest on any note;

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(3) reduce the percentage of the aggregate principal amount of the Controlling Class, the consent of the holders of which is required for any supplemental indenture or the consent of the holders of which is required for any waiver of compliance with specified provisions of the CARAT Indenture or of specified defaults thereunder and their consequences as provided for in the CARAT Indenture;

(4) modify any of the provisions of the CARAT Indenture regarding the voting of notes held by the issuing entity, any other obligor on the notes, the depositor or an affiliate of any of them;

(5) reduce the percentage of the aggregate outstanding principal amount of the notes the consent of the holders of which is required to direct the CARAT Indenture Trustee to sell or liquidate the assets of the issuing entity if the proceeds of that sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding notes;

(6) amend the sections of the CARAT Indenture to decrease the minimum percentage of the aggregate principal amount of the outstanding notes necessary to amend the CARAT Indenture or any of the other CARAT Related Documents;

(7) modify any of the provisions of the CARAT Indenture to change the calculation of the amount of any payment of interest or principal due on any payment date; or

(8) permit the creation of any lien ranking prior to or on a parity with the lien of the CARAT Indenture on any part of the assets of the issuing entity or, except as otherwise permitted or contemplated in the CARAT Indenture, terminate the lien of the CARAT Indenture on that collateral or deprive the holder of any note of the security afforded by the lien of the CARAT Indenture.

CARAT Events of Default; Rights Upon CARAT Event of Default. For each issuing entity, CARAT Events of Default under the related CARAT Indenture will consist of:

(1) any failure to pay interest on the notes (or, if so specified in the accompanying prospectus supplement, on the Controlling Class of the notes) as and when the same becomes due and payable, which failure continues unremedied for five days;

(2) except as provided in clause (3), any failure to make any instalment of principal on the notes as and when the same becomes due and payable, which failure continues unremedied for 30 days after the giving of written notice of the failure (X) to the depositor (or the Trust Administrator, as applicable) by the CARAT Indenture Trustee or (Y) to the depositor (or the Trust Administrator, as applicable) and the CARAT Indenture Trustee by the holders of not less than 25% of the aggregate principal amount of the Controlling Class;

(3) failure to pay the unpaid principal balance of any class of notes on or prior to the respective final scheduled payment date for that class;

(4) any failure to observe or perform in any material respect any other covenants or agreements of the issuing entity in the CARAT Indenture, which failure materially and adversely affects the rights of noteholders, and which failure continues unremedied for 30 days after the giving of written notice of the failure (X) to the depositor (or the Trust Administrator, as applicable) by the CARAT Indenture Trustee or (Y) to the depositor (or the Trust Administrator, as applicable) and the CARAT Indenture Trustee by the holders of not less than 25% of the aggregate principal amount of the Controlling Class;

(5) events of bankruptcy, insolvency or receivership for the issuing entity indicating its insolvency, reorganization pursuant to bankruptcy proceedings or inability to pay its obligations; and

(6) any other events and circumstances set forth in the applicable prospectus supplement.

The amount of principal required to be paid to noteholders under the CARAT Indenture governing a class of notes will generally be limited to amounts available to be deposited in the note distribution account. Therefore, the failure to pay principal on a class of notes generally will not result in the occurrence of a CARAT Event of

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Default unless that class of notes has a final scheduled payment date, and then not until the occurrence of the final scheduled payment date for that class of notes.

If a CARAT Event of Default occurs and is continuing for the notes of any series, the CARAT Indenture Trustee or holders of a majority in principal amount of the Controlling Class then outstanding may declare the unpaid principal and accrued and unpaid interest of the notes to be immediately due and payable. This declaration may, under specified circumstances, be rescinded by the holders of a majority in principal amount of the Controlling Class.

If the notes of any series are declared due and payable following a CARAT Event of Default, then in lieu of the CARAT Indenture Trustee maintaining the assets of the issuing entity and continuing to apply payments on the secured notes as if there had been no declaration of acceleration, the CARAT Indenture Trustee may:

(1) institute proceedings to collect all amounts due on the notes;

(2) institute proceedings for the complete or partial foreclosure on the collateral securing the notes;

(3) exercise remedies as a secured party; or

(4) sell the assets of the issuing entity.

In that event, any money or property collected by the CARAT Indenture Trustee will be applied:

(1) first, to the CARAT Indenture Trustee for fees, expenses and indemnification due to it under the CARAT Indenture and not paid, if any;

(2) next, to the CARAT owner trustee for amounts due to it, not including amounts due for payments to the certificateholders under the trust agreement or the Trust Sale and Administration Agreement; and

(3) the remainder to the CARAT collection account for distribution pursuant to the CARAT Related Documents.

The CARAT Indenture Trustee, however, is prohibited from selling or liquidating the secured notes following a CARAT Event of Default, unless:

(1) (A) the holders of all the outstanding notes consent to the sale or liquidation;

       (B) the proceeds of the sale are sufficient to pay in full the principal of and the accrued interest on the outstanding notes at the date of the sale or liquidation and make all distributions from the CARAT collection account as described in the Trust Sale and Administration Agreement; or

       (C) (X) there has been a default in the payment of interest or principal on the notes,

(Y) the CARAT Indenture Trustee determines that the secured notes will not continue to provide sufficient funds on an ongoing basis to make all payments on the notes as the payments would have become due if the obligations had not been declared due and payable, and

(Z) the CARAT Indenture Trustee obtains the consent of the holders of a majority of the aggregate outstanding amount of the Controlling Class; and

(2) 10 days prior written notice of the sale or liquidation of the secured notes has been given to the rating agencies that have been hired to rate the related notes.

Following a declaration upon a CARAT Event of Default that the notes are immediately due and payable, (X) the noteholders of each class will be entitled to repayment of principal and interest in the priority specified in the accompanying prospectus supplement on the basis of their respective unpaid principal balances or will have

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such other rights as provided in the applicable prospectus supplement and (Y) repayment in full of the accrued interest on and unpaid principal balances of the notes will be made prior to any further distribution of interest on the certificates or in respect of the certificate balance.

Subject to the provisions of the CARAT Indenture relating to the duties of the CARAT Indenture Trustee, if a CARAT Event of Default occurs and is continuing with respect to a series of notes, the CARAT Indenture Trustee will be under no obligation to exercise any of the rights or powers under the CARAT Indenture at the request or direction of any of the holders of those notes, unless such holders shall have offered the CARAT Indenture Trustee security or indemnity satisfactory to the CARAT Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in complying with the request. Subject to the provisions for indemnification and to limitations contained in the CARAT Indenture, the holders of a majority of the outstanding amount of the Controlling Class, will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the CARAT Indenture Trustee and the holders of a majority in aggregate principal amount of those notes then outstanding, voting together as a single class, may, in specified cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the CARAT Indenture that cannot be modified without the waiver or consent of all of the holders of those outstanding notes.

No holder of a note of any series will have the right to institute any proceeding regarding the CARAT Indenture governing their notes, unless:

(1) the holder has given to the CARAT Indenture Trustee written notice of a continuing CARAT Event of Default;

(2) the holders of not less than 25% in aggregate principal amount of the Controlling Class have made written request of the CARAT Indenture Trustee to institute the proceeding in its own name as CARAT Indenture Trustee;

(3) the holder or holders have offered the CARAT Indenture Trustee reasonable indemnity;

(4) the CARAT Indenture Trustee has for 60 days failed to institute the proceeding; and

(5) no direction inconsistent with the written request has been given to the CARAT Indenture Trustee during the 60-day period by the holders of a majority in aggregate principal amount of the Controlling Class.

If a default occurs and is continuing regarding any issuing entity and if it is known to the CARAT Indenture Trustee, the CARAT Indenture Trustee will mail to each noteholder of that issuing entity notice of the default within 90 days after it occurs. Except in the case of a failure to make any required payment of principal of or interest on any note, the CARAT Indenture Trustee may withhold the notice beyond the 90-day period if and so long as it determines in good faith that withholding the notice is in the interests of noteholders.

In addition, each CARAT Indenture Trustee and the noteholders for that issuing entity, by accepting the notes, will covenant that they will not, for a period of one year and one day after the termination of the trust agreement for that issuing entity, institute against the issuing entity or depositor, any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Neither the CARAT Indenture Trustee nor the CARAT owner trustee in its individual capacity, nor any holder of a certificate including, without limitation, the depositor, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, or any successors or assigns of the CARAT Indenture Trustee or the CARAT owner trustee will, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the notes or for the agreements of the issuing entity contained in the CARAT Indenture.

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Rights Upon COLT Events of Default. Upon an event of default under the COLT Indenture of which a responsible officer of the CARAT Indenture Trustee has actual knowledge, the CARAT Indenture Trustee must give prompt written notice of such default to the holders of the notes. The noteholders whose notes evidence a majority of the outstanding aggregate principal amount of the Controlling Class as of the close of the preceding distribution date (or, if all of the notes have been paid in full and the CARAT Indenture has been discharged in accordance with its terms, CARAT certificateholders whose certificates evidence not less than a majority of the voting interests as of the close of the preceding distribution date) may, on behalf of all such noteholders and certificateholders, instruct the CARAT Indenture Trustee as holder of the secured notes (i) to waive any default by COLT, the Servicer or any other party to the COLT Basic Documents in the performance of its obligations under any applicable COLT Basic Document and its consequences, except a default in making any required deposits to or payments from any of the accounts in accordance with the CARAT Indenture, (ii) to enter into any amendment, supplement, waiver or other understanding with respect to the COLT Basic Documents or (iii) to take any other action so directed by such Controlling Class or such certificateholders, as applicable. If a waiver, amendment, supplement or action under a COLT Basic Document requires the consent or approval of a supermajority (such as 66 2/3%) or all of the holders of the secured notes, then the consent of a like percentage of noteholders will be required to take that action or execute that waiver, amendment or supplement.

Material Covenants. Each CARAT Indenture will provide that the issuing entity it binds may not consolidate with or merge into any other entity, unless:

(1) the entity formed by or surviving the consolidation or merger is organized under the laws of the United States, any state or the District of Columbia;

(2) the entity expressly assumes the issuing entity’s obligation to make due and punctual payments on the notes and the performance or observance of every agreement and covenant of the issuing entity under the CARAT Indenture;

(3) no CARAT Event of Default has occurred and is continuing immediately after the merger or consolidation;

(4) the issuing entity has been advised that the rating of the notes or certificates then in effect would not be reduced or withdrawn by the rating agencies hired to rate the notes or certificates as a result of the merger or consolidation;

(5) any action necessary to maintain the lien and security interest created by the CARAT Indenture has been taken; and

(6) the issuing entity has received an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to the issuing entity or to any noteholder or certificateholder.

Each issuing entity will not, among other things, except as expressly permitted by the CARAT Related Documents:

(1) sell, transfer, exchange or otherwise dispose of any of the assets of the issuing entity;

(2) claim any credit on or make any deduction from the principal and interest payable in respect of the notes, other than amounts withheld under the Internal Revenue Code or applicable state law, or assert any claim against any present or former holder of the notes because of the payment of taxes levied or assessed upon the issuing entity;

(3) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding up or liquidation of its affairs;

(4) permit the validity or effectiveness of the CARAT Indenture or any other CARAT Related Document to be impaired, permit the lien of the CARAT Indenture to be amended, hypothecated, subordinated, terminated or discharged or permit any person to be released from any covenants or

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obligations regarding the notes under the CARAT Indenture except as may be expressly permitted by the CARAT Indenture;

(5) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of the CARAT Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the issuing entity or any part of its assets, or any interest in its assets or the proceeds thereof; or

(6) permit the lien of the CARAT Indenture to not constitute a valid security interest in the trust estate thereunder.

An issuing entity may not engage in any activity other than as specified under “The Trusts” above or in the applicable prospectus supplement. No issuing entity will incur, assume or guarantee any indebtedness other than indebtedness incurred pursuant to the notes it issues and the CARAT Indenture which binds it or otherwise in accordance with the CARAT Related Documents.

Annual Compliance Statement. Each issuing entity will be required to file annually with the CARAT Indenture Trustee for that issuing entity a written statement as to the fulfillment of its obligations under the CARAT Indenture.

CARAT Indenture Trustee’s Annual Report. The CARAT Indenture Trustee for each issuing entity will be required to mail each year to all noteholders for that issuing entity, solely to the extent required under the Trust Indenture Act, a brief report relating to its eligibility and qualification to continue as CARAT Indenture Trustee under the CARAT Indenture, any amounts advanced by it under the indenture, the amount, interest rate and maturity date of some types of indebtedness owing by the issuing entity to the CARAT Indenture Trustee in its individual capacity, the property and funds physically held by the CARAT Indenture Trustee and any action taken by it that materially affects the notes and that has not been previously reported.

Satisfaction and Discharge of CARAT Indenture. The indenture for each issuing entity will be discharged for notes upon the delivery to the CARAT Indenture Trustee for cancellation of all of the issuing entity’s notes or, subject to limitations, upon deposit with the CARAT Indenture Trustee of funds sufficient for the payment in full of all notes. The CARAT Indenture Trustee will continue to act as CARAT Indenture Trustee under the CARAT Indenture and the Trust Sale and Administration Agreement for the benefit of certificateholders until all payments in respect of certificate balance and interest due to the certificateholders have been paid in full.

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THE CERTIFICATES

For each issuing entity, one or more classes of certificates may be issued pursuant to the terms of a trust agreement, a form of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. The certificates issued by each issuing entity may be sold in transactions exempt from registration under the Securities Act of 1933 or retained by the depositor or its affiliates. The following summary, together with the related description in the accompanying prospectus supplement, describes the material terms of the certificates and the trust agreement. Where particular provisions or terms used in the trust agreement are referred to, the actual provisions, including definitions of terms, are incorporated by reference as part of this summary.

Each class of certificates to be sold by the certificate underwriters, as specified in the accompanying prospectus supplement, will initially be represented by a single certificate registered in the name of the nominee of DTC, except as set forth below. Any certificates offered under any prospectus supplement will be available for purchase in minimum denominations of $20,000 and integral multiples of $1,000 in excess thereof in book-entry form only or as may be disclosed in the applicable prospectus supplement and resales or other transfers of the certificates will not be permitted in amounts of less than $20,000 or as disclosed in the applicable prospectus supplement. The depositor has been informed by DTC that DTC’s nominee will be Cede & Co. Accordingly, Cede & Co. is expected to be the holder of record of any offered certificates that are not retained by the depositor. Unless and until definitive certificates are issued under the limited circumstances described in this prospectus or as may be described in the accompanying prospectus supplement, no certificateholder, other than the depositor, will be entitled to receive a physical certificate representing a certificate. In that case, all references in this prospectus to actions by certificateholders refer to actions taken by DTC upon instructions from the participants and all references in this prospectus to distributions, notices, reports and statements to certificateholders refer to distributions, notices, reports and statements to DTC or Cede & Co., as the registered holder of the certificates, as the case may be, for distribution to certificateholders in accordance with DTC’s procedures with respect thereto. See “Book Entry Registration; Reports to Securityholders—Book-Entry Registration” and “—Definitive Securities” in this prospectus. Certificates owned by the depositor or its affiliates will be entitled to equal and proportionate benefits under the trust agreement, except that, unless all those certificates are owned by the depositor and its affiliates, those certificates will be deemed not to be outstanding for purposes of determining whether the requisite percentage of certificateholders have given any request, demand, authorization, direction, notice, consent or other action under the CARAT Basic Documents other than commencement by the issuing entity of a voluntary proceeding in bankruptcy as described in “The Transfer and Servicing Agreements—Insolvency Events.”

Under the trust agreement, the issuing entity, and the CARAT owner trustee on its behalf, and the certificateholders, by accepting the certificates issued by that issuing entity, will covenant that they will not, for a period of one year and one day after the termination of the trust agreement, institute against the depositor any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Distributions of Interest and Certificate Balance

If certificates are offered, the timing and priority of distributions, seniority, allocations of loss, pass-through rate and amount or method of determining distributions for the certificate balance and interest, or, where applicable, for the certificate balance only or interest only, on the certificates of any series will be described in the accompanying prospectus supplement. Distributions of interest on the certificates will be made on the dates specified in the accompanying prospectus supplement and will be made prior to distributions for the certificate balance. A series may include one or more classes of certificates called Strip Certificates entitled to (1) distributions in respect of certificate balance with disproportionate, nominal or no interest distributions, or (2) interest distributions, with disproportionate, nominal or no distributions in respect of certificate balance. Each class of certificates may have a different pass-through rate, which may be a fixed, variable or adjustable pass-through rate, and which may be zero for specified class of Strip Certificates, or any combination of the foregoing. The interest rate on certain classes of Strip Certificates may be zero. The accompanying prospectus supplement

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will specify the pass-through rate for each class of certificates offered thereunder, or the initial pass-through rate and the method for determining the pass-through rate. Interest on the certificates will be calculated as specified in the accompanying prospectus supplement. Distributions in respect of the certificates will be subordinate to payments in respect of the notes as more fully described in the accompanying prospectus supplement. Distributions in respect of certificate balance of any class of certificates will be made on a pro rata basis among all of the certificateholders of that class.

In the case of a series of certificates which includes two or more classes of certificates, the timing, sequential order, priority of payment or amount of distributions in respect of principal, and any schedule or formula or other provisions applicable to the determination of that principal, of each class will be as set forth in the accompanying prospectus supplement.

BOOK-ENTRY REGISTRATION; REPORTS TO SECURITYHOLDERS

Book-Entry Registration

Securityholders that are not DTC participants or indirect DTC participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, securities may do so only through DTC participants and indirect DTC participants. In addition, securityholders will receive all distributions of principal and interest from the CARAT owner trustee or CARAT Indenture Trustee, as applicable, through DTC participants. Under a book-entry format, securityholders may experience some delay in their receipt of payments since these payments will be forwarded by the CARAT owner trustee or CARAT Indenture Trustee, as applicable, to Cede & Co., as nominee for DTC. DTC will forward these payments to its DTC participants, which thereafter will forward them to indirect DTC participants or securityholders. Except for the depositor, it is anticipated that the only noteholder and certificateholder will be Cede & Co., as nominee of DTC. Securityholders will not be recognized by the trustee as noteholders or certificateholders, as that term is used in the trust agreement and CARAT Indenture, as applicable, and securityholders will only be permitted to exercise their rights under a CARAT Indenture through the recordholder, DTC, or indirectly through the DTC participants. The issuing entity may, however, receive a list of noteholders from DTC or another book-entry depository.

Because DTC can only act on behalf of DTC participants, who in turn act on behalf of indirect DTC participants and certain banks, the ability of securityholders to pledge securities to persons or entities that do not participate in the DTC system or to otherwise act with respect to the securities may be limited due to the lack of a physical certificate for the securities.

DTC has advised the depositor that it will take any action permitted to be taken by a noteholder under the associated CARAT Indenture or a certificateholder under the associated trust agreement only at the direction of one or more DTC participants to whose accounts with DTC the notes or certificates are credited. DTC may take conflicting actions relating to other undivided interests to the extent that these actions are taken on behalf of DTC participants whose holdings include these undivided interests.

In addition to holding notes through DTC participants or indirect DTC participants of DTC in the United States as described above, holders of book-entry notes may hold their notes through Clearstream or Euroclear in Europe if they are participants of these systems, or indirectly through organizations which are participants in these systems. Clearstream Banking, S.A. is incorporated under the laws of Luxembourg as a professional depository and is subject to regulation by the Luxembourg Monetary Institute. The Euroclear system is owned by Euroclear Clearance System Public Limited Company and operated through a license agreement by Euroclear Bank S.A./ N.V., a bank incorporated under the laws of the Kingdom of Belgium, the Euroclear Operator. The Euroclear Operator is regulated and examined by the Belgium Banking and Finance Commission and the National Bank of Belgium.

Clearstream and Euroclear will hold omnibus positions on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries which in

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turn will hold these positions in customers’ securities accounts in the depositaries’ names on the books of DTC. Clearstream participants and Euroclear participants may not deliver instructions directly to the depositaries.

Distributions on notes held through Clearstream or Euroclear will be credited to the cash accounts of Clearstream participants or Euroclear participants in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. These distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. See “Federal Income Tax Consequences—The Notes—Information Reporting and Backup Withholding” in this prospectus. Clearstream or the Euroclear Operator, as the case may be, will take any other action permitted to be taken by a noteholder under the indenture or other CARAT Related Document on behalf of a Clearstream participant or Euroclear participant only in accordance with its relevant rules and procedures and subject to its depositary’s ability to effect these actions on its behalf through DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of notes among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform these procedures and these procedures may be discontinued at any time.

Except as required by law, none of the issuing entity, the depositor, the Trust Administrator, the CARAT owner trustee or the CARAT Indenture Trustee will have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the notes or the certificates of any series held by Cede & Co., as nominee for DTC, by Clearstream or by Euroclear in Europe, or for maintaining, supervising or reviewing any records relating to these beneficial ownership interests.

Definitive Securities

Any notes and certificates originally issued in book-entry form will be issued in fully registered, certificated form as definitive notes or definitive certificates, as the case may be, to noteholders, certificateholders or their respective nominees, rather than to DTC or its nominee, only if:

(1) the associated administrator advises the appropriate trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository for these securities and the issuing entity is unable to locate a qualified successor,

(2) the administrator, at its option, elects to terminate the book-entry system through DTC,

(3) after the occurrence of a CARAT Event of Default or a Trust Administrator default, holders representing at least a majority of the aggregate principal amount of the Controlling Class advise the appropriate trustee through DTC in writing that the continuation of a book-entry system through DTC, or a successor thereto, is no longer in the best interest of the holders of these securities, or

(4) for a specific series, the conditions, if any, described in the applicable prospectus supplement are satisfied.

Upon the occurrence of any event described in the immediately preceding paragraph, the appropriate trustee will be required to notify DTC of the availability of definitive notes or definitive certificates, as the case may be. DTC shall notify all the note owners or certificate owners, as applicable, of the availability of definitive notes or definitive certificates, as the case may be. Upon surrender by DTC of the definitive certificates representing the securities and receipt of instructions for re-registration, the appropriate trustee will reissue these securities as definitive notes or definitive certificates, as the case may be, to holders thereof.

Distributions of principal of, and interest on, the definitive securities will thereafter be made in accordance with the procedures set forth in the associated indenture or associated trust agreement, as applicable, directly to holders of definitive securities in whose names the definitive securities were registered at the close of business on the last day of the related Collection Period. These distributions will be made by wire transfer or by

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check mailed to the address of that holder as it appears on the register maintained by the CARAT Indenture Trustee or CARAT owner trustee, as applicable. The final payment on any definitive security, however, will be made only upon presentation and surrender of the definitive security at the office or agency specified in the notice of final distribution to the holders of that class.

Definitive securities will be transferable and exchangeable at the offices of the appropriate trustee or of a registrar named in a notice delivered to holders of definitive securities. No service charge will be imposed for any registration of transfer or exchange, but the appropriate trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection with the transfer or exchange.

Reports to Securityholders

For each issuing entity, on or prior to each payment date, the Trust Administrator will prepare and provide to the CARAT Indenture Trustee a statement to be made available to the noteholders on that payment date and on or prior to each distribution date, the Trust Administrator will prepare and provide to the CARAT owner trustee a statement to be delivered to the certificateholders. Each statement to be made available to noteholders will include the information set forth below as to the notes for the payment date or the period since the previous payment date on those notes, as applicable. Each statement to be made available to certificateholders will include the information set forth below as to the certificates for that distribution date or the period since the previous distribution date, as applicable:

(1) applicable distribution dates and determination dates used to calculate distributions on the securities;

(2) the amount of the distribution allocable to principal of each class of the notes and to the certificate balance of each class of certificates, if applicable;

(3) the amount of the distribution allocable to interest on or for each class of notes or the certificates, if applicable;

(4) the net amount, if any, of any payments to be made by the issuing entity or to be received by the issuing entity under any derivative agreement;

(5) the outstanding principal balance of each class of notes, the Note Pool Factor for each class of notes, and the certificate balance and Certificate Pool Factor for each class of certificates, each as of the beginning of the period and after giving effect to all payments reported under clauses (2) and (3) above, and to any reinvestments reported under clause (16) below;

(6) the amount of the Class A Interest Carryover Shortfall, the Class B Interest Carryover Shortfall, and the Class C Interest Carryover Shortfall, if any, and the change in each of these amounts from the preceding Distribution Date;

(7) the amount of the administration fee paid to the Trust Administrator and servicing fee paid to the Servicer for the related monthly period;

(8) the interest rate or pass-through rate, if any, for the next period for each class of notes or certificates;

(9) the Secured Note Rate;

(10) the aggregate amount in the Payment Ahead Servicing Account and the change in that amount from the previous statement, as the case may be;

(11) the amount on deposit in the [CARAT] [COLT] reserve account, if any, after giving effect to any withdrawals or deposits on that date and the [CARAT] [COLT] reserve account required amount, if applicable, on that date;

(12) the amount, if any, distributed to noteholders, certificateholders and the depositor from amounts on deposit in the reserve account or from other forms of credit enhancement;

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(13) the aggregate amount of Advances made by the Servicer under the COLT Servicing Agreement with respect to the related monthly period;

(14) the amount of any Pull Ahead Payments made by Ally Financial, in its capacity as agent for General Motors, under the Pull Ahead Funding Agreement and the number of lease assets that became Pull Ahead Lease Assets during the related Monthly Period;

(15) the current and aggregate amount of any residual or credit losses on the lease assets during the related monthly period and since the applicable cut-off date;

(16) the amount, if any, reinvested in additional lease assets during the revolving period, if any;

(17) if applicable, whether the revolving period has terminated early due to the occurrence of an early amortization event, as described in the accompanying prospectus supplement, and information on the tests used to determine whether an early amortization event has occurred;

(18) if applicable, the balance in the accumulation account, after giving effect to changes in that accumulation account on that date, as described in the accompanying prospectus supplement;

(19) the number and Aggregate ABS Value of lease assets at the beginning and end of the applicable Collection Period, and updated pool composition information as of the end of the Collection Period, such as weighted average life, weighted average remaining term, prepayment rates, cumulative net losses and gains on returned vehicles sold by Ally Financial and number of leases terminated;

(20) delinquency and loss information for the period and any material changes in determining or defining delinquencies, charge-offs and uncollectible accounts;

(21) purchase price of lease assets repurchased by Ally Financial due to material breaches of representations or warranties or transaction covenants;

(22) purchase price of lease assets repurchased by the Servicer due to any material modifications, extensions or waivers relating to the terms of, or fees, penalties or payments on, lease assets during the distribution period or that, cumulatively, have become material over time;

(23) if applicable, material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures used to acquire or select the lease assets, and

(24) if applicable, information regarding the issuance, if any, of new asset-backed securities backed by any series of secured notes and any related pool of lease assets.

In addition, for each issuing entity, the CARAT Indenture Trustee will mail each year a brief report, as described in “The Notes—The CARAT Indenture—CARAT Indenture Trustee’s Annual Report” in this prospectus, to all noteholders for that issuing entity.

Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of the Trust Sale and Administration Agreement, the CARAT Indenture Trustee and CARAT owner trustee of that issuing entity will mail to each holder of a class of securities who at any time during that calendar year has been a securityholder and received any payment thereon, a statement containing certain information for the purposes of that securityholder’s preparation of federal income tax returns. As long as the holder of record of the securities is Cede & Co., as nominee of DTC, beneficial owners of the securities will receive tax and other information from DTC participants and indirect DTC participants rather than from the trustees. See “Federal Income Tax Consequences” in this prospectus.

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THE TRANSFER AND SERVICING AGREEMENTS

The following summary describes the material terms of the Transfer and Servicing Agreements relating to COLT and each issuing entity consisting of:

(1) the Pooling and Administration Agreement pursuant to which the depositor will purchase secured notes from Ally Financial and the Trust Administrator for the secured notes will agree to administer the secured notes;

(2) the Trust Sale and Administration Agreement under which an issuing entity will acquire the secured notes from the depositor and agree to the administration of those secured notes by the Trust Administrator;

(3) the trust agreement under which the issuing entity will be created and certificates of the issuing entity will be issued;

(4) the COLT Sale and Contribution Agreement pursuant to which Ally Financial will sell the lease assets to COLT; and

(5) the COLT Servicing Agreement pursuant to which the Servicer agrees to service the lease assets.

We refer to these agreements as the “Transfer and Servicing Agreements.” Forms of the Transfer and Servicing Agreements in the above list have been filed as exhibits to the registration statement of which this prospectus forms a part. The depositor will provide a copy of the Transfer and Servicing Agreements, without exhibits, upon request to a holder of securities described in the Transfer and Servicing Agreements. Where particular provisions or terms used in the Transfer and Servicing Agreements are referred to, the actual provisions, including definitions of terms, are incorporated by reference as part of this summary.

Sale and Assignment of Lease Assets and Secured Notes

Sale and Assignment of Lease Assets. Ally Financial will sell and assign to COLT, with recourse only as described below, its entire interest in a pool of lease assets, including its beneficial interests in the related leased vehicles, under a COLT Sale and Contribution Agreement. Each lease asset sold to COLT will be identified in a schedule that will be on file at the locations set forth in an exhibit to the COLT Sale and Contribution Agreement. COLT will, concurrently with the transfer and assignment of the lease assets to it, execute and deliver the secured notes to Ally Financial (and, unless otherwise provided in the accompanying prospectus supplement, the certificate to [COLT, LLC]) in exchange for the lease assets. In the COLT Sale and Contribution Agreement, Ally Financial will make representations and warranties about each lease and related vehicle included as collateral for a series of secured notes as described in “The Lease Assets—Representations, Warranties and Covenants.’’ If applicable, the accompanying prospectus supplement will provide the terms, conditions and manner under which additional lease assets will be sold by Ally Financial to COLT during the revolving period, if any. Each lease and related vehicle included as collateral for a series of secured notes must meet the eligibility criteria described in “The Lease Assets—Representations, Warranties and Covenants” in this prospectus.

If Ally Financial breaches any representation or warranty with respect to any lease asset, Ally Financial will repurchase that lease asset from COLT at a price equal to the Warranty Payment as of the last day of the second, or if Ally Financial so elects, the first, Collection Period after Ally Financial discovered or was informed of the breach and the secured notes will be prepaid pro rata in the amount of the Warranty Payment. The repurchase, if it occurs as required in the COLT Sale and Contribution Agreement, constitutes the sole remedy available to COLT, the COLT Indenture Trustee, the depositor, the issuing entity and the CARAT Indenture Trustee, as holder of the secured notes, for any uncured breaches. Securityholders will be notified of any repurchase of lease assets by Ally Financial from COLT on Form 10-D.

In the COLT Servicing Agreement, the Servicer has made the following covenants, among others:

• it will, in accordance with its customary servicing practices, take such steps as are necessary to establish and maintain (1) the enforceable ownership interest of VAULT in the vehicles related to the lease assets in accordance with the VAULT Trust Agreement, (2) COLT’s beneficial ownership

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interest in the vehicles related to the lease assets in accordance with the VAULT Trust Agreement and (3) the perfection of the CARAT Indenture Trustee’s security interest in the vehicles related to the lease assets;

• except as otherwise expressly contemplated by the COLT Servicing Agreement and the VAULT Trust Agreement, it will maintain VAULT as the legal title holder of the vehicles related to the leases;

• it will not impair the rights of COLT, the COLT Indenture Trustee, the COLT owner trustee, COLT, LLC, the issuing entity or the CARAT Indenture Trustee, as holder of the secured notes, and will not create or permit to exist on any of the lease assets any lien that arises from any act or omission of the Servicer or for which the Servicer has any payment liability;

• it will use commercially reasonable efforts to (1) pay all amounts it has received from lessees under the lease assets with respect to Sales and Use Tax Amounts to the applicable taxing authorities when these amounts are due and payable under applicable law and (2) cause any lease asset to be released from the lien of any applicable state taxing authority upon having actual knowledge of any lien of such authority;

• it may, in its discretion and in accordance with its customary servicing practices (1) waive any late payment charge or penalty interest provision or any other provision in a lease, (2) extend the term of any lease or the due date for any payment due from the lessee thereunder, (3) modify any provision of any lease, (4) accept extended performance under any lease asset and (5) take any other action to waive, extend or modify any of the obligations of the lessee under any lease, provided that no such waiver, extension or modification (i) impairs the enforceable ownership interest of VAULT, the beneficial ownership interest of COLT, the lien of the holders of the secured notes in the related vehicle or the lien of the COLT Indenture Trustee for the ratable benefit of the holders of the secured notes in any lease, (ii) reduces the aggregate dollar amount of the Monthly Lease Payments due under any lease asset, (iii) extends the term of any lease asset beyond the last day of the sixth Collection Period immediately preceding the final maturity date of the related secured note, or (iv) modifies the amounts due from the lessee upon the termination of any lease, other than to reduce the amount the lessee is required to pay to purchase the vehicle at the scheduled lease end date of the related lease if the Servicer, has determined, in its discretion, that the reduction of this amount is reasonably likely to maximize the sale proceeds received by the Servicer in connection with the sale or liquidation of the vehicle; the Servicer may, however, waive a lessee’s payment of one or more Monthly Lease Payments for any lease being terminated under the Pull Ahead Program if Ally Financial has fully complied with the Pull Ahead Funding Agreement for that lease;

• it will, in accordance with its customary servicing practices, require that lessees obtain the insurance required under the leases and will monitor such insurance;

• it will, in accordance with its customary servicing practices, take all actions which are necessary so that COLT is and remains covered by insurance with terms that are (1) customary for a lessor of leased vehicles and (2) consistent with the coverage that the Servicer maintains for its own portfolio of leases and leased vehicles, although the Servicer may instead indemnify COLT against the risks that would be covered by such insurance if the Servicer’s long-term unsecured debt rating is at least [“BBB—” by S&P and “Baa3” by Moody’s] (the Servicer will also be required to deposit, out of its own funds, into the COLT collection account an amount equal to the amount of an insurable loss incurred by COLT with respect to a lease asset that is not paid under an insurance policy); and

• it will not allow General Motors to waive, extend or modify any provision of any lease, whether in connection with a Pull Ahead Program or otherwise.

Ally Financial, as Servicer, will agree under each COLT Servicing Agreement that the COLT owner trustee, COLT, the holder of the residual certificate in COLT, the holders of the secured notes and the issuing entity and their respective successors and permitted assigns are third-party beneficiaries of the COLT Servicing Agreement.

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As of the last day of the second, or if the Servicer so elects the first, Collection Period following the date on which the Servicer has discovered or received notice of a breach of any covenant that materially and adversely affects any lease asset, unless the breach is cured in all material respects, the Servicer will make an Administrative Purchase Payment for that lease asset and the secured notes will be prepaid pro rata in the amount of the Administrative Purchase Payment. This repurchase obligation, if fulfilled, constitutes the sole remedy available to COLT, the COLT Indenture Trustee, the COLT owner trustee, [COLT, LLC] or the CARAT Indenture Trustee, as holder of the secured notes, for any uncured breach. Securityholders will be notified of any repurchase of lease assets by the Servicer from COLT on Form 10-D.

Pursuant to each COLT Custodian Agreement, Ally Financial will act as custodian to maintain custody and control, as COLT’s agent, of the lease assets owned by COLT and any other documents relating to the lease assets. Uniform Commercial Code financing statements reflecting the sale and assignment of the lease assets to COLT and the pledge of the lease assets by COLT to the COLT Indenture Trustee will be filed, and the Servicer’s accounting records and computer files will reflect that sale and assignment.

Sale and Assignment of Secured Notes. Ally Financial will sell and assign to the depositor, with recourse only as described below, its entire interest in a series of secured notes, including its security interests in the leases and leased vehicles, under a Pooling and Administration Agreement. The depositor will transfer and assign to the applicable issuing entity, with recourse only as described below, its entire interest in the secured notes owned by that issuing entity, including its security interests in the leases and leased vehicles, under a Trust Sale and Administration Agreement between the depositor, the Trust Administrator and the issuing entity. Each secured note in an issuing entity will be identified in a schedule that will be on file at the locations set forth in an exhibit to the Trust Sale and Administration Agreement. The issuing entity will, concurrently with the transfer and assignment, execute and deliver the notes and certificates issued by that issuing entity to the depositor in exchange for the secured notes. The depositor will sell the securities offered by this prospectus and the accompanying prospectus supplement which may or may not include all securities of a series, to the underwriters named in the accompanying prospectus supplement. See “Plan of Distribution” in this prospectus. If applicable, the accompanying prospectus supplement will provide the terms, conditions and manner under which the aggregate Secured Note Principal Balance of a given series of secured notes will be increased as new lease assets are sold by Ally Financial to COLT during the revolving period, if any.

In each Pooling and Administration Agreement, Ally Financial will represent and warrant to the depositor, among other things, that:

• Ally Financial has instructed the secured note registrar to identify the CARAT Indenture Trustee as the registered holder of the secured notes, in each case in the secured note register;

• each secured note in a series (1) was issued by COLT to fund a portion of the purchase price of the related pool of lease assets, (2) has created or will create a valid, binding and enforceable first priority security interest in favor of Ally Financial or the COLT Indenture Trustee on behalf of Ally Financial in the related pool of lease assets which is assignable by Ally Financial to the depositor, (3) contains customary and enforceable provisions so as to render the rights and remedies of the holder of the secured note adequate for realization against the collateral of the benefits of the security, (4) will yield interest at the rate established in the secured note, and (5) constitutes chattel paper, payment intangibles, promissory notes or certificated securities within the meaning of the applicable Uniform Commercial Code;

• each secured note represents the genuine legal, valid and binding payment obligation of COLT thereon, enforceable by the holder 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 the enforceability is considered in a proceeding in equity or at law;

• no secured note has been satisfied, subordinated or rescinded and the lease assets securing each secured note have not been released from the lien of the related COLT Indenture in whole or in part;

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• no provision of a secured note has been waived, amended or modified in any respect;

• no right of rescission, setoff, counterclaim or defense has been asserted or threatened for any secured note;

• to the best of Ally Financial’s knowledge, (1) there are no liens or claims which have been filed for work, labor or materials affecting any lease assets that are or may be liens prior to, or equal or coordinate with the security interest in the lease assets granted by the related COLT Indenture and (2) no tax lien has been filed and no related claim is being asserted with respect to any secured note; no contribution failure has occurred with respect to any Pension Plan that is sufficient to give rise to a lien under Section 302(f) of ERISA with respect to any secured note;

• (1) no secured note has been sold, transferred, assigned or pledged by Ally Financial to any person other than the depositor; (2) immediately prior to its conveyance of the secured notes to the depositor under the Pooling and Administration Agreement, Ally Financial had good and marketable title to the secured notes, free of any lien; (3) upon execution and delivery of the Pooling and Administration Agreement and the related secured notes assignment, the depositor will have all of Ally Financial’s right, title and interest in the secured notes, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any lien; and (4) upon execution and delivery of the related Trust Sale and Administration Agreement and the related secured notes assignment, the issuing entity shall have all of the right, title and interest of the depositor in and to such secured notes, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any lien;

• all filings (including Uniform Commercial Code filings) necessary in any jurisdiction to give the depositor a first priority perfected ownership interest in the secured notes have been made; and

• no secured note was issued under, or is subject to, the laws of any jurisdiction the laws of which would make unlawful the sale, transfer and assignment of such secured note under the related Pooling and Administration Agreement, the related Trust Sale and Administration Agreement or the related CARAT Indenture, as applicable.

In the Trust Sale and Administration Agreement, the depositor will assign these representations and warranties of Ally Financial, as set forth above, to the issuing entity and will represent and warrant to the issuing entity that the depositor has taken no action that would cause Ally Financial’s representations and warranties to be false in any material respect as of the respective sale date.

As of the last day of the second, or if the depositor elects the first, month following the discovery by the depositor, the Trust Administrator, the CARAT owner trustee or the CARAT Indenture Trustee of a breach of any representation or warranty of the depositor or Ally Financial that materially and adversely affects the interests of the securityholders in any secured note, the depositor, unless the breach is cured in all material respects, will repurchase, or will enforce the obligation of Ally Financial under the Pooling and Administration Agreement to repurchase, the secured note from the issuing entity at a price equal to the CARAT Warranty Payment. The repurchase constitutes the sole remedy available to the issuing entity, the noteholders, the CARAT Indenture Trustee, the certificateholders or the CARAT owner trustee for any uncured breaches.

In each Pooling and Administration Agreement, the Trust Administrator will covenant that:

• except as contemplated in the Pooling and Administration Agreement and the other Transfer and Servicing Agreements, the Administrator will not release in whole or in part any part of the COLT trust estate from the security interest securing the related secured note; and

• it will not impair the rights or security interest of the depositor, the CARAT Indenture Trustee, the CARAT owner trustee, the noteholders or the certificateholders in the secured notes.

As of the last day of the second, or if the Trust Administrator so elects the first, month following the date on which the Trust Administrator has discovered or received notice of a breach of any covenant that materially

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and adversely affects any secured note, unless the breach is cured in all material respects, the Trust Administrator will make a CARAT Administrative Payment for that secured note. This repurchase obligation constitutes the sole remedy available to the issuing entity, the CARAT Indenture Trustee, the CARAT owner trustee, the noteholders and the certificateholders for any uncured breach.

Pursuant to each Trust Sale and Administration Agreement, Ally Financial will act as custodian to maintain custody and control, as the issuing entity’s agent, of the secured notes owned by that issuing entity and any other documents relating to the secured notes. Uniform Commercial Code financing statements reflecting the sale and assignment of the secured notes to the issuing entity and the pledge of the secured notes by the issuing entity to the CARAT Indenture Trustee will be filed, and the Trust Administrator’s accounting records and computer files will reflect that sale and assignment.

Additional Sales of Lease Assets

If the accompanying prospectus supplement so provides, in addition to lease assets that Ally Financial sells to COLT on a closing date as described above under “—Sale and Assignment of Lease Assets,” Ally Financial may also sell lease assets to COLT on one or more later dates under the related COLT Sale and Contribution Agreement during any revolving period described in the accompanying prospectus supplement. The revolving period will not exceed three years in length from the initial closing date. Ally Financial would sell those lease assets on substantially the same terms that it sold the initial Lease Assets on the initial closing date.

On the initial closing date, the issuing entity will apply the net proceeds received from the sale of its notes and certificates to pay the depositor for the secured notes that are being sold to that issuing entity, the depositor will pay Ally Financial for the secured notes sold to it and COLT will issue the secured notes to Ally Financial in payment for the lease assets sold to it. To the extent specified in the accompanying prospectus supplement, Ally Financial will make a deposit in an additional funding account and the issuing entity will make initial deposits in other trust accounts. If there is an additional funding account, then COLT will buy additional lease assets from Ally Financial from time to time during an additional funding period, as described further in the related prospectus supplement. If the depositor receives a tax opinion confirming the tax status of the issuing entity, Ally Financial may also sell additional lease assets to COLT at a later closing date and, concurrently with this sale, the COLT Indenture Trustee will increase the aggregate Secured Note Principal Balance of the secured notes held by the applicable issuing entity by a corresponding amount and the CARAT Indenture Trustee will execute and deliver additional notes and certificates of the issuing entity to fund the increase in Secured Note Principal Balance of secured notes. Securityholders will be notified of the purchase of additional lease assets during the revolving period or additional funding period on Form 10-D.

Accounts

COLT Trust Accounts. For each series of secured notes, the Servicer will establish and maintain the following accounts:

• one or more COLT collection accounts, in the name of the COLT Indenture Trustee on behalf of the COLT Indenture Trustee, the COLT owner trustee, [COLT, LLC] and the CARAT Indenture Trustee, into which all payments made on or with respect to the lease assets will be deposited;

• a Payment Ahead Servicing Account in the name of the COLT Indenture Trustee on behalf of the lessees, which will not be property of COLT, into which all Payments Ahead will be deposited if the Monthly Remittance Condition is not satisfied;

• if specified in the accompanying prospectus supplement, a COLT reserve account, which will be a segregated trust account held by the COLT Indenture Trustee on behalf of the CARAT Indenture Trustee, the COLT Indenture Trustee, the COLT owner trustee and [COLT, LLC,] into which amounts described under “The Transfer and Servicing Agreements—Distributions on the Secured Notes—Priorities for Distributions from the COLT Collection Account” in the accompanying prospectus supplement;

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• any other accounts to be established with respect to the secured notes described in the accompanying prospectus supplement.

The Payment Ahead Servicing Account will initially be maintained in the trust department of the COLT Indenture Trustee or, if applicable, by such other party as is identified in the accompanying prospectus supplement.

If specified in the accompanying prospectus supplement, the Servicer will establish and maintain a COLT reserve account, which will be held by the COLT Indenture Trustee for the benefit of the CARAT Indenture Trustee, the COLT Indenture Trustee, the COLT owner trustee and [COLT, LLC] and which will not be included in the property of COLT. The COLT reserve account will be funded by an initial deposit by COLT, LLC on the closing date in the amount set forth in the accompanying prospectus supplement and on each distribution date thereafter up to the Reserve Account Required Amount, as defined in the accompanying prospectus supplement. On each distribution date, the Servicer will deposit into the COLT reserve account the amount of collections on the lease assets remaining on each distribution date after the payment of the total servicing fee due to the Servicer and the distributions and allocations required under the COLT indenture on that date. Amounts on deposit in the COLT reserve account will be applied to make payments to the CARAT Indenture Trustee, the COLT Indenture Trustee, the COLT owner trustee and COLT, LLC on the secured notes and shortfalls in the CARAT collection accounts and to the Servicer. Generally, to the extent that amounts on deposit in the COLT reserve account exceed the Reserve Account Required Amount, that excess may be paid to [COLT, LLC] under the COLT indenture. Upon any distribution to [COLT, LLC] of amounts from the reserve account, neither the noteholders nor the certificateholders will have any rights in, or claims to, those amounts.

For each series of secured notes, funds in the COLT collection account and any COLT reserve account and such other accounts as may be designated in the accompanying prospectus supplement will be invested as provided in the COLT Servicing Agreement in Eligible Investments. Eligible Investments are generally limited to investments acceptable to the rating agencies hired to rate the issuing entity’s notes and certificates at the request of the depositor as being consistent with the rating of the notes. Eligible Investments generally are limited to obligations or securities that mature no later than the business day preceding the next distribution date or, the next distribution date, in the case of investments in the institutions in which the applicable account is maintained or the account owner, the short-term unsecured debt of which has a specified rating, has agreed to advance funds, if necessary, on any distribution date. Eligible Investments in the COLT reserve account will only be sold to meet shortfalls if the Servicer has directed the COLT Indenture Trustee to sell the investments and the investments are sold for a price at least equal to or greater than unpaid principal balance thereof. If the amount required to be withdrawn from any COLT reserve account to cover shortfalls in collections on the lease assets, as provided in the accompanying prospectus supplement, exceeds the amount of cash in the COLT reserve account, a temporary shortfall in the amounts distributed to the secured notes could result, which could, in turn, increase the average life of the secured notes. Investment earnings on funds deposited in the COLT trust accounts, net of losses and investment expenses, will be payable to the Servicer or such other party as is designated in the accompanying prospectus supplement.

Any other accounts to be established for a series of secured notes will be described in the accompanying prospectus supplement.

Trust Accounts. For each issuing entity, the Trust Administrator will establish and maintain the following accounts:

• one or more CARAT collection accounts, in the name of the CARAT Indenture Trustee on behalf of the noteholders and the certificateholders of that issuing entity, into which all payments made on or with respect to the secured notes owned by that issuing entity will be deposited;

• a note distribution account, in the name of the CARAT Indenture Trustee on behalf of the related noteholders of that issuing entity, in which amounts released from the CARAT collection account

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and any CARAT reserve account or other credit enhancement for payment to the noteholders will be deposited and from which all distributions to the noteholders will be made;

• a Certificate Distribution Account, in the name of the issuing entity on behalf of the certificateholders of that issuing entity, in which amounts released from the CARAT collection account and any CARAT reserve account or other credit enhancement for distribution to the certificateholders will be deposited and from which all distributions to those certificateholders will be made; and

• any other accounts to be established with respect to securities of the issuing entity will be described in the accompanying prospectus supplement.

For any series of securities, funds in the CARAT collection account, the note distribution account and any CARAT reserve account and such other accounts as may be designated in the accompanying prospectus supplement will be invested as provided in the Trust Sale and Administration Agreement in Eligible Investments. Eligible Investments are generally limited to investments acceptable to the rating agencies hired to rate the issuing entity’s notes and certificates at the request of the depositor as being consistent with the rating of the notes. Eligible Investments generally are limited to obligations or securities that mature no later than the business day preceding the next distribution date or, in the case of the note distribution account, the next payment date for the notes. To the extent permitted by the rating agencies hired to rate the notes, funds in any CARAT reserve account may be invested in notes, which will not mature prior to the next payment date, and Eligible Investments, which may have longer maturities under specified conditions described in the applicable prospectus supplement. Eligible Investments will only be sold to meet shortfalls as specified in the applicable prospectus supplement. If the amount required to be withdrawn from any CARAT reserve account to cover shortfalls in payments on the secured notes, as provided in the accompanying prospectus supplement, exceeds the amount of cash in any CARAT reserve account, a temporary shortfall in the amounts distributed to the noteholders or certificateholders could result, which could, in turn, increase the average life of the notes or the certificates. Investment earnings on funds deposited in the issuing entity accounts, net of losses and investment expenses, will be payable to the Trust Administrator or such other party as may be designated in the accompanying prospectus supplement.

If applicable, any other accounts to be established for an issuing entity will be described in the accompanying prospectus supplement.

Eligible Accounts. The issuing entity accounts and COLT trust accounts will be maintained as either of two types of accounts. The first type of account is a segregated account with an eligible institution. Eligible institutions are:

(1) the corporate trust department of the COLT Indenture Trustee, the COLT owner trustee, the CARAT Indenture Trustee or the CARAT owner trustee, as applicable, or

(2) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia, or any domestic branch of a foreign bank, as long as that depository institution:

(A) has either (X) a long-term unsecured debt rating acceptable to the rating agencies hired to rate the applicable series of notes or (Y) a short-term unsecured debt rating or certificate of deposit rating acceptable to the rating agencies hired to rate the applicable series of notes, and

(B) has its deposits insured by the Federal Deposit Insurance Corporation or any successor thereto.

The second type of account is a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia, or any domestic branch of a foreign bank. This depository institution must have corporate trust powers and act as trustee for funds deposited in the account and the securities of that depository institution must have a credit rating from each rating agency then rating that institution in one of its generic rating categories which signifies investment grade.

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Servicing and Administration Compensation and Payment of Expenses

Servicing of Underlying Leases and Leased Vehicles. In addition to the servicing of the secured notes, Ally Financial also acts as Servicer for the leases and leased vehicles under a COLT Servicing Agreement with COLT.

Under the COLT Servicing Agreement, Ally Financial will receive for the servicing of each pool of lease assets:

• a monthly basic servicing fee equal to one-twelfth of the basic servicing fee rate specified in the accompanying prospectus supplement multiplied by the ABS Value of the lease assets held by COLT as of the first day of that month;

• if specified in the applicable prospectus supplement, a monthly additional servicing fee equal to one-twelfth of the additional servicing fee rate specified in the accompanying prospectus supplement, multiplied by the ABS Value of the lease assets held by COLT as of the first day of that month;

• a supplemental servicing fee in the form of all investment earnings and any late fees, prepayment charges and other administrative fees and expenses or similar charges;

• any unpaid basic servicing fees from all prior distribution dates to the extent of funds available for that purpose; and

• any other servicing fees disclosed in the applicable prospectus supplement.

Servicing fees will be paid out of funds available for that purpose. The accompanying prospectus supplement will specify the relative priority of basic servicing fees and any other servicing fees.

The basic servicing fee for each Collection Period and any portion of the basic servicing fee that remains unpaid from prior distribution dates will be paid out of collections for that Collection Period. In addition, for each issuing entity, the Servicer will retain any late fees, prepayment charges or similar fees and charges collected during a Collection Period and any investment earnings on COLT trust accounts during a Collection Period, subject to any limitations set forth in the applicable prospectus supplement.

The lease asset servicing fees described above are intended to compensate the Servicer for performing the function of a servicer of leases and leased vehicles, including:

• tracking balances of outstanding leases and collection and posting of all payments;

• responding to inquiries of lessees;

• remarketing returned leased vehicles;

• investigating delinquencies;

• sending billing statements or coupon books to lessees;

• reporting required tax information (if any) to lessees;

• policing the vehicles;

• monitoring the status of insurance policies for the lessees and the vehicles;

• accounting for collections and furnishing monthly and annual statements regarding distributions;

• generating federal income tax information;

• giving, on a timely basis, any required notices or instructions to the COLT owner trustee under the COLT Declaration of Trust and giving any required instructions to VAULT under the VAULT Trust Agreement; and

• performing the other duties specified in the COLT Servicing Agreement or in any other COLT Basic Document.

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These amounts will also compensate the Servicer for its services as servicer of the pool of lease assets, including making Advances, accounting for collections, furnishing monthly and annual statements to the COLT owner trustee and the COLT Indenture Trustee and generating federal income tax information for COLT and the holders of the secured notes. These amounts will also reimburse Ally Financial for its expenses incurred in connection with its responsibilities under the COLT Servicing Agreement for taxes, the fees of the COLT owner trustee and the COLT Indenture Trustee, accounting fees, outside auditor fees, data processing costs and other costs incurred in connection with administering the leases and the leased vehicles.

Administering the Trust. For each issuing entity, on each distribution date, the Trust Administrator of the secured notes will receive an administration fee for the related Collection Period equal to one-twelfth of the administration fee rate specified in the accompanying prospectus supplement multiplied by the aggregate principal balance of all secured notes held by the issuing entity as of the first day of that month, subject to any limitations set forth in the applicable prospectus supplement. On each distribution date, the Trust Administrator will be paid the administration fee and any unpaid administration fees from all prior distribution dates to the extent funds are available. All administration fees for each month, together with any portion of administration fees that remains unpaid from prior distribution dates, may be paid monthly out of money in a collection account at the issuing entity.

The secured note administration fee described above is intended to compensate the Trust Administrator for performing the functions of a third party servicer of secured notes as an agent for their beneficial owner, including:

• collecting and posting all payments on the secured notes;

• investigating delinquencies;

• accounting for payments and furnishing monthly and annual statements to the depositor and any other person designated in the Pooling and Administration Agreement regarding distributions;

• generating federal income tax information;

• giving any required notices or instructions to the depositor or the CARAT owner trustee; and

• performing the other duties specified in the Pooling and Administration Agreement.

These amounts also will reimburse the Trust Administrator for taxes, the fees of the CARAT owner trustee and the CARAT Indenture Trustee, accounting fees, outside auditor fees, data processing costs and other costs incurred in connection with administering the secured notes.

Servicing and Administration Procedures

Servicer. The Servicer will make reasonable efforts to collect all payments due on the lease assets held by COLT and will, consistent with the accompanying COLT Servicing Agreement, follow the collection procedures it follows for comparable automobile lease assets that it services for itself and others. See “Legal Aspects of the Secured Notes and the Lease Assets” in this prospectus. The Servicer is authorized to grant rebates, adjustments or extensions on a lease as described under “Transfer and Servicing Agreements—Sale and Assignment of Lease Assets and Secured Notes—Sale and Assignment of Lease Assets.”

If the Servicer determines that eventual payment in full of a lease asset is unlikely, the Servicer will follow its normal practices and procedures to realize upon the lease asset, including the repossession and disposition of the related vehicle at a public or private sale, or the taking of any action permitted by applicable law. The Servicer will also have the discretion whether to sell or retain the lease asset. The Servicer will be entitled to receive its liquidation expenses as specified in the COLT Servicing Agreement as an allowance for amounts charged to the account of the lessee, in keeping with the Servicer’s customary procedures, for refurbishing and disposition of the related vehicle and other out-of-pocket costs incurred in the liquidation. See “Description of Auto Lease Business of Ally Financial —Vehicle Disposition Process” in this prospectus.

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Trust Administrator. The Trust Administrator will make reasonable efforts to collect all payments due on the secured notes held by any issuing entity and will, consistent with the accompanying Transfer and Servicing Agreements and in the accompanying prospectus supplement, follow the collection procedures it follows for comparable property that it services for itself and others. See “Legal Aspects of the Secured Notes and the Lease Assets” in this prospectus.

If the Trust Administrator determines that eventual payment in full of a secured note is unlikely, the Trust Administrator will follow its normal practices and procedures to realize upon the secured note, including the taking of any action permitted by applicable law.

Collections

The Servicer will deposit collections into the COLT collection account and the CARAT collection account within two business days of receipt. However, the Servicer may retain these amounts until the distribution date at any time that:

(1) Ally Financial or any of its affiliates is the Servicer;

(2) no Servicer default exists; and

(3) either the short-term unsecured debt of the Servicer is rated equal to or higher than a specified level by each rating agency hired to rate the notes (such specified ratings being “R-1 (middle)” by DBRS, “F1” by Fitch, “P-1” by Moody’s or “A-1” by Standard & Poor’s, as applicable), or arrangements are made that are acceptable to the rating agencies hired to rate the securities.

Pending deposit into the COLT collection account and the CARAT collection account, collections may be employed by the Servicer at its own risk and for its own benefit and will not be segregated from its own funds. In such case, all gains and losses resulting from the investment of those funds will be for the account of the Servicer and will not alter in any respect the amount that the Servicer is obligated to remit to the COLT collection account or the CARAT collection account in respect of collections on the following distribution date or payment date, as applicable. See also “Bankruptcy Aspects of the Secured Notes—Payments on the Notes and Certificates” in this prospectus.

Collections on any lease assets, other than those with respect to which Administrative Purchase Payments or Warranty Payments are required to be or have been paid by Ally Financial, as seller of the lease assets, or the Servicer, that are not (1) late fees, prepayment charges or other similar fees or charges, (2) amounts received by the Servicer with respect to any administrative fees, parking tickets or fines, (3) rebates on insurance premiums or other amounts required by applicable law to be paid or refunded to lessees or (4) fees and sales, use or other taxes or payments due under that lease, will be applied first to any Outstanding Advances made by the Servicer on that lease and then to the Monthly Lease Payment. The Servicer will apply funds in the Payment Ahead Servicing Account for any lease asset to any shortfall in the Monthly Lease Payment for that lease asset. Any Excess Payment will be held by the Servicer or, if the Servicer has not satisfied the Monthly Remittance Condition, will be deposited into the Payment Ahead Servicing Account and will be treated as a Payment Ahead.

Collections on lease assets for which Administrative Purchase Payments or Warranty Payments have been made will generally be applied in the manner described in the preceding paragraph, except that unapplied payments on these lease assets will be made to the Servicer or the depositor, as applicable.

If the Monthly Remittance Condition is satisfied, the Servicer will retain any partial prepayment on a lease that it receives prior to its scheduled payment date other than a prepayment in full received in connection with early termination of a lease. If the Monthly Remittance Condition is not satisfied, the Servicer will deposit partial prepayments into the Payment Ahead Servicing Account within two business days of receipt of the prepayments. The Servicer will include the partial prepayment in distributions to the secured notes on the distribution date after the scheduled payment date for the lease for which the partial payment was made.

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Advances by the Servicer

The Servicer, in its sole discretion, may (but shall have no obligation to) make an Advance under the COLT Servicing Agreement to cover the shortfalls of collections on the leases and leased vehicles specified below.

Monthly Payment Advances. For each lease asset other than an Extended Lease or a lease asset that has been repurchased due to a breach of a representation, warranty or covenant, if there is a shortfall in the Monthly Lease Payment on that lease asset, after application of Payments Ahead on the lease assets applied in the current month, then the Servicer may (but shall have no obligation to) advance an amount equal to that shortfall. If the Monthly Remittance Condition is not satisfied, the Servicer will deposit any Advances to cover these Monthly Lease Payment shortfalls in the COLT collection account on the second business day of the following Collection Period. If the Monthly Remittance Condition is satisfied, Servicer will deposit any Advances in the COLT collection account on or before the business day before the related payment date.

The Servicer automatically makes Advances of Monthly Lease Payments for all lease assets that are not in default.

Residual Advances. For each lease that terminated by having reached its scheduled lease end date 120 days or more prior to the end of that month and for which the related vehicle that has not been sold during or prior to that month, the Servicer in its sole discretion, may (but shall have no obligation to) advance an amount equal to the lesser of (1) the Lease Residual for the related vehicle, reduced, in the case of any lease asset that is an Extended Lease, by the aggregate amount of any Extended Lease Payments on that lease asset received by the Servicer since the scheduled lease end date of that lease asset, and (2) the amount that the Servicer, in its sole discretion, has estimated will be recoverable from the sale or other disposition of the vehicle related to that lease. If the Monthly Remittance Condition is satisfied, the Servicer will deposit any Advances in the COLT collection account on or before the related payment date. If the Monthly Remittance Condition is not satisfied, the Servicer will deposit any Advances to cover these Lease Residual shortfalls in the COLT collection account on the second business day of the following month.

Subject to the release of its claim for reimbursement, the Servicer will be reimbursed for Outstanding Advances on a lease asset from collections and recoveries on that lease asset.

When the Servicer determines that it will not recover any Outstanding Advances on any lease asset from collections and recoveries on that lease asset, the Servicer will be entitled to be reimbursed from any collections and recoveries from any other lease assets in the same series of lease assets.

Distributions

COLT Distributions. For each series of secured notes, beginning on the payment date or distribution date, as applicable, specified in the accompanying prospectus supplement, distributions on the secured notes will, based solely upon a certificate provided by the Servicer, be made by the COLT Indenture Trustee or the COLT owner trustee, as applicable, from collections on the lease assets and other amounts in the applicable COLT collection account to the applicable CARAT collection account. Credit enhancement, such as a COLT reserve account, may be available to cover any shortfalls in the amount available for distribution on that date to the extent specified in the accompanying prospectus supplement. The CARAT Indenture Trustee or the CARAT owner trustee, as applicable, will, based solely upon a certificate provided by the Trust Administrator, apply these distributions to the noteholders and the certificateholders as described below and in the accompanying prospectus supplement. The timing, calculation, allocation, order, source, priorities of and requirements for all distributions to the CARAT collection account and the holders of secured notes will be set forth in the accompanying prospectus supplement.

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CARAT Distributions. For each issuing entity, beginning on the payment date or distribution date, as applicable, specified in the accompanying prospectus supplement, distributions of principal and interest on the notes, if any and distributions in respect of certificate balance and interest, if any, on the certificates will, based solely upon a certificate provided by the Trust Administrator, be made by the CARAT Indenture Trustee or the CARAT owner trustee, as applicable, to the noteholders and the certificateholders. The CARAT Indenture Trustee will make distributions to the noteholders and certificateholders of record on the Record Date. The timing, calculation, allocation, order, source, priorities of and requirements for all payments to each class of noteholders and all distributions to each class of certificateholders will be set forth in the accompanying prospectus supplement.

For each issuing entity, on each payment date and distribution date, payments on the secured notes will be transferred from the CARAT collection account to the note distribution account and the Certificate Distribution Account, if applicable, for distribution to noteholders and certificateholders as and to the extent described in the accompanying prospectus supplement. Credit enhancement, such as a CARAT reserve account, may be available to cover any shortfalls in the amount available for distribution on that date to the extent specified in the accompanying prospectus supplement. Distributions in respect of principal and certificate balance will be subordinate to distributions in respect of interest, and distributions in respect of the certificates will be subordinate to payments in respect of the notes, as further described in the accompanying prospectus supplement.

Credit Enhancement

The amounts and types of credit enhancement arrangements and the provider of those arrangements, if applicable, for each series or class of securities will be set forth in the accompanying prospectus supplement. If and to the extent provided in the accompanying prospectus supplement, credit enhancement may be provided at either the COLT trust or the issuing entity level and may be in the form of any of the following or a variation or combination of two or more of the following:

Subordination of Interests. The CARAT Indenture may provide that one or more classes of securities will be subordinated in priority of payments to one or more other classes of securities. Subordinated classes of securities will be allocated available funds only after all or the applicable portion of the obligations of the senior classes of securities have been paid. This subordination provides credit enhancement to the senior classes of securities, and could result in reduced or delayed payments of principal or interest to the subordinated classes of securities.

CARAT Reserve Account. Amounts on deposit in a CARAT reserve account, if any, will be applied to make payments to noteholders and, if specified in the accompanying prospectus supplement, certificateholders, in accordance with the priority of payments to the extent those amounts remain unsatisfied after the application of collections and other available funds in accordance with the priority of payments. A CARAT reserve account would provide credit enhancement by adding an additional potential source of funds available to make payments on the securities.

COLT Reserve Account. Amounts on deposit in the COLT reserve account, if any, will be applied to make payments to the secured noteholders in accordance with the priority of payments to the extent those amounts remain unsatisfied after the application of collections and other available funds in accordance with the priority of payments. A COLT reserve account provides credit enhancement by adding an additional potential source of funds available to make payments on the secured notes.

Overcollateralization. The Aggregate ABS Value of all lease assets securing the secured notes held by the issuing entity, discounted by a factor determined as described in the accompanying prospectus supplement, will exceed the aggregate principal of the securities issued by the ABS Value by an amount indicated in the accompanying prospectus supplement. See “Summary—Credit Enhancement—Overcollateralization” in the accompanying prospectus supplement. This excess creates credit enhancement by allowing for some amount of losses on the lease assets before a shortfall in funds available to make payments on the securities would occur.

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Cash Advances or Deposits. The depositor may fund accounts in addition to any CARAT reserve account, or may otherwise provide cash advances or deposits to provide additional funds that can be applied to make payments on the securities issued by the issuing entity. COLT, LLC may fund accounts in addition to a COLT reserve account or may otherwise provide cash advances or deposits to provide additional funds that can be applied to make payments on the secured notes issued by COLT. Any such arrangements will be disclosed in the accompanying prospectus supplement.

Insurance Policy from a Monoline Financial Guarantor. The notes and certificates may be insured through an insurance policy from a monoline financial guarantor. Any such arrangements will be disclosed in the accompanying prospectus supplement. An insurance policy from a monoline financial guarantor creates credit enhancement because, if an issuing entity fails to make payments on the notes, the monoline financial guarantor will have an unconditional and irrevocable obligation to pay those amounts not paid by that issuing entity.

The presence of any CARAT reserve account, COLT reserve account and other forms of credit enhancement is intended to enhance the likelihood of receipt by the noteholders of the full amount of principal and interest due thereon and, if specified in the accompanying prospectus supplement, the likelihood of the receipt by certificateholders of distributions on the certificates and to decrease the likelihood that the noteholders and, if specified in the accompanying prospectus supplement, the certificateholders will experience losses. The credit enhancement for a class of securities, other than an insurance policy issued by a monoline financial guarantor, will not provide protection against all risks of loss and will not guarantee repayment of the entire principal balance or interest thereon or of distributions on the certificates. Such an insurance policy will provide protection to the holders of a specified series or class only if and to the extent disclosed in the applicable prospectus supplement. If shortfalls in available funds occur and exceed the amount covered by any credit enhancement or are not covered by any credit enhancement, securityholders will bear their allocable share of those deficiencies. In addition, if a form of credit enhancement covers more than one class of securities, securityholders of a given class will be subject to the risk that the credit enhancement will be fully or partially exhausted by application to those other classes of securities.

Net Deposits

Servicer. As an administrative convenience during months when the Servicer is permitted to hold payments on lease assets until the distribution date, the Servicer may also deposit collections, aggregate Advances and any Warranty Payments and Administrative Purchase Payments for any month net of distributions to be made to the Servicer for that series of secured notes for that month. Similarly, the Servicer may make a single, net transfer from the COLT collection account to the Payment Ahead Servicing Account, or vice versa. The Servicer, however, will account to the COLT Indenture Trustee and the COLT owner trustee as if all deposits, distributions and transfers were made individually. In addition, in connection with any series of secured notes at any time that the Servicer is not required to remit collections on a daily basis, the Servicer may retain collections allocable to the secured notes and the CARAT collection account until the next payment date, and pending deposit into the CARAT collection account for the secured notes, these collections may be employed by the Servicer at its own risk and for its own benefit and will not be segregated from its own funds. On each payment date, the Servicer, the COLT Indenture Trustee and the COLT owner trustee will make all distributions, deposits and other remittances on a series of secured notes for the periods since the previous distribution was to have been made. If payment dates do not coincide with distribution dates, all distributions, deposits or other remittances made on a payment date will be treated as having been distributed, deposited or remitted on the distribution date for the applicable month for purposes of determining other amounts required to be distributed, deposited or otherwise remitted on that distribution date.

Trust Administrator. As an administrative convenience, the Trust Administrator may deposit payments on the secured notes and any payments received upon the repurchase of any secured note, for any issuing entity net of distributions to be made to the Trust Administrator for that issuing entity for the corresponding period. The Trust Administrator, however, will account to the CARAT Indenture Trustee, the CARAT owner trustee, the

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noteholders and the certificateholders of each issuing entity as if all deposits, distributions and transfers were made individually. On each payment date, the depositor, the Trust Administrator, the CARAT Indenture Trustee and the CARAT owner trustee will make all distributions, deposits and other remittances for the notes to the note distribution account of an issuing entity for the periods since the previous distribution was to have been made. If payment dates do not coincide with distribution dates, all distributions, deposits or other remittances made on a payment date will be treated as having been distributed, deposited or remitted on the distribution date for the applicable month for purposes of determining other amounts required to be distributed, deposited or otherwise remitted on that distribution date.

Statements to Trustees and Issuing Entity

Prior to each payment date and distribution date, for each issuing entity the Trust Administrator will provide to the CARAT Indenture Trustee and the CARAT owner trustee as of the close of business on the last day of the related Collection Period a statement setting forth substantially the same information as is required to be provided in the periodic reports provided to securityholders on the date described under “Book Entry Registration; Reports to Securityholders—Reports to Securityholders” in this prospectus.

Evidence as to Compliance

COLT Indenture Trustee. Each COLT Servicing Agreement will provide for delivery to the COLT Indenture Trustee, the COLT owner trustee, the holder of the COLT equity certificate and the CARAT Indenture Trustee, as holder of the secured notes, on or before March 15 of each year, beginning March 15 of the calendar year following the closing date, of a certificate signed by an officer of the Servicer dated as of December 31 of the immediately preceding calendar year, stating that a review of the activities of the Servicer during that preceding 12 month period (or with respect to the first such certificate, such period as shall have elapsed from the closing date to the date of such certificate) and of the Servicer’s performances under the COLT Servicing Agreement and the other COLT Basic Documents has been made under such officer’s supervision, and stating to the best of such officer’s knowledge based on such review, that the Servicer has fulfilled in all material respects all its obligations under such agreements throughout such period, or, if there has been a default in the fulfillment of any obligation, each default known to such officer and the nature and status thereof. The certificate may be provided as a single certificate making the required statements as to more than one COLT Servicing Agreement.

Copies of these certificates may be obtained by the CARAT Indenture Trustee, as holder of the secured notes, or the holder of the COLT equity certificate by a request in writing addressed to the applicable COLT Indenture Trustee or COLT owner trustee.

In each COLT Servicing Agreement, the Servicer will agree to give the rating agencies hired to rate the notes, the COLT Indenture Trustee, the COLT owner trustee, COLT, LLC and the CARAT Indenture Trustee, as holder of the secured notes, notice of any event which with the giving of notice or the lapse of time, or both, would become a Servicer default.

CARAT Indenture Trustee. Each Trust Sale and Administration Agreement will provide that a firm of independent public accountants will furnish to the issuing entity and the Trust Administrator on or before March 15 of each year, beginning March 15 of the first calendar year following the closing date, a report as to compliance by the Trust Administrator during the preceding twelve months ended December 31, or, in the case of the first such report, the period from the closing date to December 31 of that year, with certain standards relating to the administration of the secured notes, the Trust Administrator’s accounting records and computer files for the secured notes and certain other matters.

Each Trust Sale and Administration Agreement will also provide for delivery to the CARAT owner trustee and the CARAT Indenture Trustee, on or before March 15 of each year, beginning the first March 15 of the following calendar year, of a certificate signed by an officer of the Trust Administrator stating that the Trust

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Administrator has fulfilled its obligations under the Trust Sale and Administration Agreement and the Pooling and Administration Agreement throughout the preceding twelve months ended December 31, or in the case of the first certificate, the period from the closing date to December 31 of that year, or, if there has been a default in the fulfillment of any obligation, describing each default. The certificate may be provided as a single certificate making the required statements as to more than one Trust Sale and Administration Agreement.

Copies of these statements and certificates may be obtained by securityholders by a request in writing addressed to the applicable CARAT Indenture Trustee or CARAT owner trustee.

In each Trust Sale and Administration Agreement, each of the Trust Administrator and the depositor will agree to give the rating agencies hired to rate the notes, the CARAT Indenture Trustee and the CARAT owner trustee notice of any event which with the giving of notice or the lapse of time, or both, would become a default by the Trust Administrator. In addition, the depositor will agree to give the CARAT Indenture Trustee, the CARAT owner trustee, the Trust Administrator and the rating agencies hired to rate the notes notice of certain covenant breaches which with the giving of notice or lapse of time, or both, would constitute a default by the Trust Administrator.

Changes to Servicer; Servicer Indemnification and Proceedings

Each COLT Servicing Agreement will provide that Ally Financial may not resign from its obligations and duties as Servicer thereunder, except upon a determination (evidenced by an opinion of counsel) that Ally Financial’s performance of those duties is no longer permissible under applicable law or upon a determination by the board of directors of the Servicer that by reason of change in applicable legal requirements, the continued performance by the Servicer of its duties as Servicer would cause it to be in violation of these legal requirements in a manner that would result in a material adverse effect on the Servicer or its financial condition, as evidenced by resolutions of the board of directors to this effect and as supported by an opinion of counsel that a resignation is permitted. If at the time of resignation a successor servicer has not accepted appointment, the COLT Indenture Trustee will assume Ally Financial’s servicing obligations and duties under the COLT Servicing Agreements. We expect that the COLT Indenture Trustee would make arrangements for the compensation of the successor Servicer out of collections on the applicable pool of lease assets.

Each COLT Servicing Agreement will further provide that, except as specifically provided otherwise, neither the Servicer nor any of its directors, officers, employees and agents will have any liability to COLT, the COLT owner trustee, and the CARAT Indenture Trustee for taking any action or for refraining from taking any action under the COLT Servicing Agreement or any other COLT Basic Document for the applicable series of secured notes or for errors in judgment. Neither the Servicer nor any of the other persons named in the immediately preceding sentence will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence-except errors in judgment-in the performance of the Servicer’s duties thereunder or by reason of reckless disregard of its obligations and duties thereunder. Each COLT Servicing Agreement will further provide that the Servicer and its directors, officers, employees and agents will be reimbursed by the COLT Indenture Trustee and the COLT owner trustee for any contractual damages, liability or expense incurred by reason of that trustee’s willful misfeasance, bad faith or gross negligence-except errors in judgment-in the performance of that trustee’s duties thereunder or by reason of reckless disregard of its obligations and duties thereunder or under the related COLT Indenture or COLT Declaration of Trust. The CARAT Indenture Trustee and the COLT owner trustee will not be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if either or both of them have been advised of the likelihood of such loss or damage. In addition, each COLT Servicing Agreement will provide that the Servicer is under no obligation to appear in, prosecute or defend any legal action that is not incidental to the Servicer’s servicing responsibilities under the COLT Servicing Agreements and that, in its opinion, may cause it to incur any expense or liability. The Servicer may, however, undertake any reasonable action that it may deem necessary or desirable in respect of the Transfer and Servicing Agreements or any other COLT Basic Document and the rights and duties of the parties and the

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interests of the COLT Indenture Trustee, the COLT owner trustee, [COLT, LLC,] and the CARAT Indenture Trustee, as holder of the secured notes, thereunder. If the Servicer undertakes any action, the legal expenses and costs of the action and any liability resulting therefrom will be payable from collections received on the lease assets securing the applicable series of secured notes and the Servicer will be entitled to reimbursement out of the COLT collection account for the related issuing entity. Any indemnification or reimbursement will reduce the amount otherwise available for distribution to the secured notes.

Under the circumstances specified in each COLT Servicing Agreement, any entity (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Servicer is a party, (iii) succeeding to the business of the Servicer, (iv) more than 15% of the voting interests of which is owned directly or indirectly by General Motors and Cerberus Capital Management, L.P., in the aggregate or (v) more than 50% or more of the voting interests of which are owned, directly or indirectly, by Ally Financial or General Motors, which in each of the foregoing cases assumes the obligations of the Servicer under the COLT Servicing Agreement, will be the successor of the Servicer under that COLT Servicing Agreement. So long as Ally Financial acts as Servicer, the Servicer may at any time delegate any duties as Servicer under any COLT Servicing Agreement to General Motors or any entity (i) in which more than 50% of the voting interests are owned, directly or indirectly, by General Motors or Ally Financial or (ii) in which more than 15% of the voting interests are owned, directly or indirectly, by General Motors and Cerberus Capital Management L.P., in the aggregate. The Servicer may at any time perform specific duties as Servicer through independent contractors or subcontractors who are in the business of servicing or providing services to the servicers of motor vehicle retail leases, provided that no such delegating, independent contracting or subcontracting will relieve the Servicer of its responsibility for those duties.

Servicer Default

A Servicer default under each COLT Servicing Agreement will consist of:

(1) any failure by the Servicer deposit any required distribution, payment, transfer or deposit into any COLT account, including, when Ally Financial is Servicer, obtaining and depositing Pull Ahead Payments, or when another entity is Servicer, depositing Pull Ahead Payments if obtained, or to direct the COLT Indenture Trustee to make any required distribution from any COLT account, which failure continues unremedied for five business days after (x) written notice thereof is received by the Servicer or (y) after discovery of that failure by an officer of the Servicer;

(2) any failure by the Servicer to duly observe or perform in any material respect any other covenant or agreement in the COLT Servicing Agreement, or the other COLT Basic Documents which failure materially and adversely affects the rights of the secured noteholders and which continues unremedied for 90 days after (x) written notice thereof is received by the Servicer or (y) discovery of the failure by an officer of the Servicer;

(3) events of bankruptcy, insolvency or receivership of the Servicer by the Servicer indicating its insolvency, reorganization pursuant to bankruptcy proceedings, or inability to pay its obligations; or

(4) or any other events or circumstances that are disclosed as Servicer defaults under the accompanying prospectus supplement.

Notwithstanding the foregoing, there will be no Servicer default where a Servicer default would otherwise exist under clause (1) above for a period of ten business days or under clause (2) for a period of 60 days if the delay or failure giving rise to the default was caused by an act of God or other similar occurrence. Upon the occurrence of any of those events, the Servicer will not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of the COLT Servicing Agreement and the COLT Sale and Contribution Agreement and the Servicer will provide the COLT Indenture Trustee, the COLT owner trustee, [COLT, LLC] and the CARAT Indenture Trustee, as holder of the secured notes, prompt notice of that failure or delay by it, together with a description of its efforts to so perform its obligations.

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Rights Upon Servicer Default

As long as a Servicer default under a COLT Servicing Agreement remains unremedied, the COLT Indenture Trustee may terminate all the rights and obligations of the Servicer under the COLT Servicing Agreement, at which time the COLT Indenture Trustee will succeed to all the responsibilities, duties and liabilities of the Servicer under those agreements and will be entitled to similar compensation arrangements. If, however, a bankruptcy trustee or similar official has been appointed for the Servicer, and no Servicer default other than that appointment has occurred, the bankruptcy trustee or official may have the power to prevent the COLT Indenture Trustee or CARAT Indenture Trustee, as holder of the secured notes, from effecting a transfer of servicing. If the COLT Indenture Trustee is unwilling to so act, it may, and if it is unable to so act, it will appoint, or petition a court of competent jurisdiction for the appointment of, a successor with a net worth of at least $100,000,000, having the long-term unsecured debt rating specified in the COLT Servicing Agreement, and whose regular business includes the servicing of motor vehicle instalment contracts, leases or similar receivables and which satisfies the other criteria set forth in the COLT Servicing Agreement. The COLT Indenture Trustee may make those arrangements for compensation to be paid, which in no event may be greater than the servicing compensation to the Servicer under the COLT Servicing Agreement.

Waiver of Past Defaults of Servicer

For each series of secured notes, the CARAT Indenture Trustee, as holder of the secured notes, may waive any default by the Servicer in the performance of its obligations under the COLT Servicing Agreement and its consequences. No waiver will impair the CARAT Indenture Trustee’s rights, as holder of the secured notes, for subsequent defaults.

Changes to Trust Administrator; Trust Administrator Indemnification and Proceedings

Each Trust Sale and Administration Agreement will provide that Ally Financial may not resign from its obligations and duties as Trust Administrator thereunder and under the Pooling and Administration Agreement, except upon a determination (evidenced by an opinion of counsel) that Ally Financial’s performance of those duties is no longer permissible under applicable law. That resignation will not become effective until the CARAT Indenture Trustee or a successor Trust Administrator has assumed Ally Financial’s administrative obligations and duties under the Transfer and Servicing Agreements relating to each issuing entity.

Each Trust Sale and Administration Agreement will further provide that, except as specifically provided otherwise, neither the Trust Administrator nor any of its directors, officers, employees and agents will have any liability to the issuing entity or the noteholders or certificateholders of that issuing entity for taking any action or for refraining from taking any action under the Transfer and Servicing Agreements relating to that issuing entity or the CARAT Indenture or for errors in judgment. Neither the Trust Administrator nor any of the other persons named in the immediately preceding sentence will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence—except errors in judgment—in the performance of the Trust Administrator’s duties thereunder or by reason of reckless disregard of its obligations and duties thereunder. Each Trust Sale and Administration Agreement will further provide that the Trust Administrator and its directors, officers, employees and agents will be reimbursed by the CARAT Indenture Trustee or the CARAT owner trustee, as applicable, for any contractual damages, liability or expense incurred by reason of that trustee’s willful misfeasance, bad faith or gross negligence—except errors in judgment—in the performance of that trustee’s duties thereunder or by reason of reckless disregard of its obligations and duties thereunder or under the trust agreement or the CARAT Indenture. The CARAT Indenture Trustee and the CARAT owner trustee will not be liable to the Trust Administrator for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if either or both of them have been advised of the likelihood of such loss or damage. In addition, each Trust Sale and Administration Agreement will provide that the Trust Administrator is under no obligation to appear in, prosecute or defend any legal action that is not incidental to the Trust Administrator’s administrative responsibilities under the Transfer

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and Servicing Agreements relating to each issuing entity and that, in its opinion, may cause it to incur any expense or liability. The Trust Administrator may, however, undertake any reasonable action that it may deem necessary or desirable in respect of the Transfer and Servicing Agreements and the rights and duties of the parties and the interests of the noteholders and the certificateholders thereunder. If the Trust Administrator undertakes any action, the legal expenses and costs of the action and any liability resulting therefrom will be expenses, costs and liabilities of the issuing entity, and the Trust Administrator will be entitled to be reimbursed out of the CARAT collection account for that issuing entity. Any indemnification or reimbursement will reduce the amount otherwise available for distribution to the noteholders and the certificateholders.

Under the circumstances specified in each COLT Servicing Agreement, any entity (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Servicer is a party, (iii) succeeding to the business of the Servicer, (iv) more than 15% of the voting interests of which is owned directly or indirectly by General Motors and Cerberus Capital Management, L.P., in the aggregate or (v) more than 50% or more of the voting interests of which are owned, directly or indirectly, by Ally Financial or General Motors, which in each of the foregoing cases assumes the obligations of the Servicer under the COLT Servicing Agreement, will be the successor of the Servicer under that COLT Servicing Agreement. So long as Ally Financial acts as Servicer, the Servicer may at any time delegate any duties as Servicer under any COLT Servicing Agreement to General Motors or any entity (i) in which more than 50% of the voting interests are owned, directly or indirectly, by General Motors or Ally Financial or (ii) in which more than 15% of the voting interests are owned, directly or indirectly, by General Motors and Cerberus Capital Management L.P., in the aggregate. The Servicer may at any time perform specific duties as Servicer through independent contractors or subcontractors who are in the business of servicing or providing services to the servicers of motor vehicle retail leases, provided that no such delegating, independent contracting or subcontracting will relieve the Servicer of its responsibility for those duties.

Trust Administrator Default

A Trust Administrator default under each Trust Sale and Administration Agreement will consist of:

(1) any failure by the Trust Administrator to deliver to the CARAT Indenture Trustee for deposit into any of the CARAT collection account or note distribution account, any required distribution, which failure continues unremedied for five business days after (x) written notice from the CARAT Indenture Trustee or the CARAT owner trustee is received by the Trust Administrator or (y) discovery of that failure by an officer of the Trust Administrator;

(2) any failure by the depositor or the Trust Administrator to duly observe or perform in any material respect any other covenant or agreement in the Trust Sale and Administration Agreement, the Pooling and Administration Agreement, the trust agreement or the CARAT Indenture, which failure materially and adversely affects the rights of the noteholders or the certificateholders and which continues unremedied for 90 days after the giving of written notice of that failure to the depositor or the Trust Administrator, as applicable, by the CARAT Indenture Trustee or the CARAT owner trustee or to the depositor or the Trust Administrator and the CARAT Indenture Trustee or the CARAT owner trustee by holders of notes or certificates, as applicable, evidencing not less than 25% in principal amount of the Controlling Class or of the certificate balance or after discovery of that failure by an officer of the Trust Administrator;

(3) events of bankruptcy, insolvency or receivership of the Trust Administrator by the Trust Administrator indicating its insolvency, reorganization pursuant to bankruptcy proceedings, or inability to pay its obligations; or

(4) any other events or circumstances that are disclosed as Trust Administrator defaults under the accompanying prospectus supplement.

Notwithstanding the foregoing, there will be no Trust Administrator default where a Trust Administrator default would otherwise exist under the clause (1) above for a period of ten business days or under clause (2) for

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a period of 60 days if the delay or failure giving rise to the default was caused by an act of God or other similar occurrence. Upon the occurrence of any of those events, the Trust Administrator will not be relieved from using its commercially reasonable best efforts to perform its obligations in a timely manner in accordance with the terms of the Pooling and Administration Agreement and the Trust Sale and Administration Agreement and the Trust Administrator will provide the CARAT Indenture Trustee, the CARAT owner trustee, the depositor and the securityholders prompt notice of that failure or delay by it, together with a description of its efforts to so perform its obligations.

Rights Upon Trust Administrator Default

As long as a Trust Administrator default under a Trust Sale and Administration Agreement remains unremedied, the CARAT Indenture Trustee or holders of notes evidencing not less than a majority in principal amount of the Controlling Class or, if the notes have been paid in full and the CARAT Indenture has been discharged with respect thereto, the CARAT owner trustee or the holders of certificates evidencing not less than a majority of the aggregate outstanding certificate balance of all certificates other than certificates owned by the depositor, the issuing entity, Ally Financial or any of their respective affiliates, may terminate all the rights and obligations of the Trust Administrator under the Trust Sale and Administration Agreement and the Pooling and Administration Agreement, at which time the CARAT Indenture Trustee will succeed to all the responsibilities, duties and liabilities of the Trust Administrator under those agreements and will be entitled to similar compensation arrangements. If, however, a bankruptcy trustee or similar official has been appointed for the Trust Administrator, and no Trust Administrator default other than that appointment has occurred, the bankruptcy trustee or official may have the power to prevent the CARAT Indenture Trustee or the noteholders from effecting a transfer of administration. If the CARAT Indenture Trustee is unwilling to so act, it may, and if it is unable to so act, it will appoint, or petition a court of competent jurisdiction for the appointment of, a successor with a net worth of at least $100,000,000 and whose regular business includes the servicing of automotive loans, leases or similar receivables and which satisfies the other criteria set forth in the Trust Sale and Administration Agreement. The CARAT Indenture Trustee may make those arrangements for compensation to be paid, which in no event may be greater than the administration compensation to the Trust Administrator under the Trust Sale and Administration Agreement.

Waiver of Past Defaults of Trust Administrator

For each issuing entity, the holders of notes or certificates evidencing at least a majority in principal amount of the Controlling Class may, on behalf of all those noteholders and certificateholders, waive any Trust Administrator default in the performance of its obligations under the Pooling and Administration Agreement and the Trust Sale and Administration Agreement and its consequences. However, the holders cannot waive a default by the Trust Administrator in making any required deposits to or payments from any of the issuing entity accounts or the Certificate Distribution Account in accordance with the Trust Sale and Administration Agreement. No waiver will impair the noteholders’ or certificateholders’ rights for subsequent defaults.

Amendment

For each issuing entity, each of the Transfer and Servicing Agreements relating to the issuing entity and COLT and each issuing entity agreement may be amended by the parties thereto without the consent of the noteholders or certificateholders of that issuing entity:

• to cure any ambiguity;

• to correct or supplement any provision in that agreement that may be defective or inconsistent with any other provision in the agreement or in any other related agreement;

• to add or supplement any credit, liquidity or other enhancement arrangement for the benefit of noteholders or certificateholders of that issuing entity, provided that if the addition affects any class

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of noteholders or certificateholders differently than any other class of noteholders or certificateholders, then that addition will not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any class of noteholders or certificateholders;

• to add to the covenants, restrictions or obligations of the depositor, the Trust Administrator, the CARAT owner trustee, the CARAT Indenture Trustee, the Servicer, the COLT owner trustee or the COLT Indenture Trustee;

• to evidence and provide for the acceptance of the appointment of a successor CARAT owner trustee and add to or change any provisions in that agreement as are necessary to facilitate the administration of the issuing entity by more than one trustee; or

• to add, change or eliminate any other provisions of any of these agreements in any manner that will not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of the noteholders or the certificateholders of that issuing entity.

Each of these agreements may also be amended by the parties with the consent of (1) the holders of at least a majority in outstanding principal amount of the Controlling Class, in the case of the Pooling and Administration Agreement and the Trust Sale and Administration Agreement, (2) the holders of at least a majority in principal amount of the Controlling Class and, if any person other than the depositor or its affiliate or, in the case of the COLT Servicing Agreement, [COLT LLC,] holds any certificates, the holders of at least a majority of the voting interests of the certificates, in the case of the trust agreement and (3) the CARAT Indenture Trustee, as holder of the secured notes, in the case of the COLT Sale and Servicing Agreement and the COLT Sale and Contribution Agreement, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the agreement or of modifying in any manner the rights of the noteholders or certificateholders.

No amendment may:

(1) change the due date of any instalment of principal of or interest on the notes; reduce the principal amount of the notes, the interest rate applicable to the notes, or the redemption price of the notes; change any place of payment where, or the coin or currency in which any notes or any distribution on the notes, is payable; or impair the right to institute suit as provided in the CARAT Indenture or the COLT Indenture for the enforcement of the provisions of the CARAT Indenture or the COLT Indenture, as applicable, requiring the application of available funds to the payment of any amounts due on the notes or the secured notes, as applicable, on or after their respective due dates (or in the case of the redemption of the notes or the secured notes, on or after the redemption date); or

(2) reduce the stated percentage of consent to any of the amendments set forth above without the consent of all of the noteholders and certificateholders.

Insolvency Events

The COLT Declaration of Trust provides that neither COLT nor the COLT owner trustee has the power to commence a voluntary proceeding in bankruptcy relating to COLT without the approval of all certificateholders. Under no circumstance will the COLT owner trustee commence any bankruptcy proceeding prior to the date that is one year and one day after the termination of COLT. In each COLT Servicing Agreement, the Servicer will agree that it will not, for a period of one year and one day after the payment in full of all related secured notes, institute against COLT any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Each trust agreement will provide that the CARAT owner trustee does not have the power to commence a voluntary proceeding in bankruptcy relating to the issuing entity without the unanimous prior approval of all certificateholders, including the depositor. Under no circumstance will the CARAT owner trustee commence any

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bankruptcy proceeding prior to the date that is one year and one day after the termination of the issuing entity. In the Trust Sale and Administration Agreement for each issuing entity, the depositor and the Trust Administrator will agree that the depositor will not, for a period of one year and one day after the final distribution on the notes and certificates issued by that issuing entity, institute against that issuing entity any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Certificateholder Liability; Indemnification

COLT Certificateholders. Under the COLT Declaration of Trust, certificateholders have no personal liability for any liability or obligation of COLT.

Each COLT Servicing Agreement will provide that the Servicer will indemnify (1) COLT, the COLT Indenture Trustee and the COLT owner trustee against any taxes that may be asserted against them for the transactions contemplated in the COLT transaction documents, other than taxes for the sale of the lease assets or secured notes, the ownership of the lease assets or the receipt of payments on secured notes or other compensation, (2) COLT, the COLT Indenture Trustee, the COLT owner trustee, [COLT, LLC] and the CARAT Indenture Trustee, as holder of the secured notes, against all losses arising out of the use or operation by any lessee or by the Servicer or any affiliate of the Servicer of any vehicle related to a leased asset securing a secured note in the applicable series, (3) COLT, the COLT Indenture Trustee, the COLT owner trustee, [COLT, LLC] and the CARAT Indenture Trustee, as holder of the secured notes, against losses arising out of the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under the COLT Servicing Agreement and the other COLT transaction documents or by reason of its reckless disregard of its obligations and duties set forth in those agreements and (4) the COLT Indenture Trustee and the COLT owner trustee against all losses arising out of the acceptance or performance of its duties under the transaction documents, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim. Neither the COLT Indenture Trustee nor COLT owner trustee will be so indemnified if those acts or omissions or alleged acts or omissions constitute willful misfeasance, bad faith or negligence by the COLT Indenture Trustee or the COLT owner trustee, as applicable.

CARAT Certificateholders. Under each trust agreement, certificateholders will be entitled to the same limitation of personal liability extended to stockholders of for profit corporations under the Delaware General Corporation Law.

Each Trust Sale and Administration Agreement will provide that the Trust Administrator will indemnify (1) the CARAT Indenture Trustee, the CARAT owner trustee, the issuing entity, the CARAT noteholders of the applicable series and the certificateholders of the applicable series from and against any and all losses arising out of or resulting from the use, ownership or operation of any vehicle related to that series by VAULT, COLT, Ally Financial, the Trust Administrator or any affiliate of any of them, (2) the CARAT Indenture Trustee, the CARAT owner trustee and the issuing entity against any taxes that may be asserted against them for the transactions contemplated in the CARAT Related Documents, other than taxes for the sale of secured notes, the issuance and sale of the notes and CARAT certificates or securities, the ownership of the secured notes, income taxes arising out of distributions on the notes and CARAT certificates, and fees and other compensation payable to such person, (3) the CARAT Indenture Trustee, the CARAT owner trustee, the noteholders, the certificateholders and the issuing entity, against all losses arising out of the negligence, willful misfeasance or bad faith of the Trust Administrator in the performance of its duties under the CARAT Related Documents or by reason of its reckless disregard of its obligations and duties set forth in those agreements; and (4) the CARAT Indenture Trustee and the CARAT owner trustee against all losses arising out of the acceptance or performance of its duties under the CARAT Related Documents, the performance of the CARAT owner trustee’s duties under the trust agreement or the performance of the CARAT Indenture Trustee or the CARAT owner trustee’s duties under the CARAT Related Documents, except to the extent that such loss is due to willful misfeasance, bad faith or negligence of the COLT Indenture Trustee or the COLT owner trustee, as applicable.

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Termination

Servicer Purchase Option. In order to avoid excessive administrative expense, if the Aggregate ABS Value of lease assets related to secured notes held by an issuing entity is less than or equal to a percentage threshold specified in the applicable prospectus supplement, the Servicer will be permitted to purchase from COLT all remaining lease assets in the related pool and other COLT trust assets related thereto. This purchase is at the option of the Servicer and would occur as of the payment date following the date on which the required percentage of Aggregate ABS Value is reached. The purchase price paid by the Servicer would be equal to the Aggregate ABS Value of the pool of lease assets on the date of purchase. If the Servicer exercises this option, all outstanding secured notes will be retired and discharged and the funds received from the Servicer will be applied to redeem any outstanding notes and, if specified in the accompanying prospectus supplement, the certificates at a price equal to their remaining principal balance, plus accrued and unpaid interest thereon. Any subsequent distribution to certificateholders of all amounts required to be distributed to them pursuant to the trust agreement will effect early retirement of the certificates. The COLT Indenture Trustee will give written notice of the repurchase of the pool of lease assets to the COLT Indenture Trustee and the holder of the secured notes.

Issuing Entity Termination. Each issuing entity will terminate upon the final distribution by the CARAT Indenture Trustee and the CARAT owner trustee of all monies and other property of the issuing entity in accordance with the terms of the trust agreement, the CARAT Indenture and the Trust Sale and Administration Agreement, including in the case of the exercise by the Trust Administrator of its repurchase option described below in the following paragraph. Upon termination of the issuing entity and payment or deposit of all amounts to be paid to the securityholders, any remaining assets of the issuing entity and any amounts remaining on deposit in any CARAT reserve account for that issuing entity will be paid to the depositor.

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LEGAL ASPECTS OF THE SECURED NOTES AND THE LEASE ASSETS

Security Interest in the Secured Notes and the Leases and Leased Vehicles

For each issuing entity, the CARAT Indenture Trustee will be the holder of a first priority security interest in the secured notes for the benefit of the holders of the notes and, to the extent provided in the CARAT Indenture, the certificates. Each secured note is secured by a first priority security interest in a pool of underlying leases and leased vehicles, running to the benefit of the holder of the secured notes. The parties to the transaction will take the following steps to effect the perfection of these security interests.

Security Interests in the Secured Notes. The secured notes will be issued by COLT to Ally Financial in definitive form only or in such other form as may be specified in the applicable prospectus supplement. Until secured notes are released from the lien of the CARAT Indenture, COLT will agree to deliver secured notes only upon the direction of the CARAT Indenture Trustee. The CARAT Indenture Trustee will perfect its security interest in the secured notes assuming that they may be considered to be “chattel paper,” “certificated securities,” “promissory notes” or “payment intangibles” under the Uniform Commercial Code.

The depositor will perfect its interest in the secured notes by Ally Financial’s sale of the secured notes to the depositor and by COLT’s consent and acknowledgment to the depositor that it recognizes the depositor as the purchaser of the secured notes. The depositor will also perfect its interest by filing a UCC-1 financing statement with the appropriate state authority in Delaware, the jurisdiction in which Ally Financial is organized.

The issuing entity will perfect its interest in the secured notes by the depositor’s transfer of the secured notes to the issuing entity and by COLT’s consent and acknowledgment to the issuing entity that it recognizes the issuing entity as the transferee of the secured notes. The issuing entity will also perfect its interest by filing a UCC-1 financing statement with the appropriate state authority in Delaware, in the jurisdiction in which the depositor is organized.

The CARAT Indenture Trustee will have its security interest in the secured notes perfected by the filing of a UCC-1 financing statement by the Trust Administrator with the appropriate state authority in the jurisdiction in which the issuing entity was formed—in this case Delaware. The CARAT Indenture Trustee will also perfect its security interest in the secured notes by having COLT deliver possession of the secured notes to the CARAT Indenture Trustee or to a custodian as the CARAT Indenture Trustee directs. By taking these steps, the secured notes will have been effectively transferred to the CARAT Indenture Trustee and the CARAT Indenture Trustee will have a perfected security interest in the secured notes if the transfer of the secured notes is considered the transfer or sale of an interest in chattel paper or certificated securities or promissory notes, or the transfer of an interest in payment intangibles, under the Uniform Commercial Code. If the transfer of the secured notes from Ally Financial to the depositor is considered the sale of a payment intangible or the sale of promissory notes, under the Uniform Commercial Code the depositor’s security interest in the secured notes is automatically perfected upon attachment.

Under the Uniform Commercial Code, a successor holder of secured debt will maintain the original holder’s valid lien on the collateral securing that debt. Therefore, to the extent that Ally Financial has a valid lien on the underlying leases and leased vehicles, the CARAT Indenture Trustee, as pledgee and successor holder of the debt evidenced by the secured notes, will maintain Ally Financial’s lien on this collateral.

Ally Financial’s security interest in the leases and leased vehicles will, moreover, be assigned and transferred by Ally Financial to the depositor, by the depositor to the issuing entity, and by the issuing entity to the CARAT Indenture Trustee at the same time as the interests in the secured notes owned by that issuing entity are transferred. As a precautionary step, the UCC-1 financing statements referred to in the second through fourth paragraphs of this section will include Ally Financial’s lien as additional collateral covered by these financing statements.

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Security Interest in the Leases. Under the Uniform Commercial Code, the leases are chattel paper or payment intangibles. Ally Financial as lienholder perfects its security interest in the leases both by filing a UCC-1 financing statement against COLT in Delaware, the jurisdiction in which COLT was formed, and by taking possession of the leases. However, Ally Financial will serve as the custodian of the leases and will not physically segregate or mark the leases to indicate that they have been sold to COLT or that they have been pledged by COLT as security for the secured notes.

Security Interest in the Leased Vehicles. Legal title to the leased vehicles is held by VAULT, as nominee for Ally Financial, Ally Bank and COLT. As nominee, VAULT consents to Ally Financial’s grant of a security interest in the leased vehicles. Under the Uniform Commercial Code, the filing of a financing statement is not required to perfect a security interest in property subject to certificate of title statutes covering automobiles, unless the automobiles are considered to be inventory held for sale or lease by a debtor or leased by the debtor as lessor and the debtor is in the business of selling or leasing goods of that kind. Ally Financial, as lienholder, perfects its security interest in the leased vehicles, by being designated as the first lienholder on each vehicle certificate of title. Ally Financial also perfects its security interest in the leased vehicles by filing a UCC-1 financing statement against VAULT in the jurisdiction in which VAULT was formed, Delaware.

ERISA Liens and Vicarious Tort Liability. Liens in favor of the PBGC could attach to the lease assets owned by COLT and VAULT if Ally Financial and the COLT Indenture Trustee did not have a prior lien on the lease assets and could be used to satisfy unfunded pension obligations of any member of a controlled group that includes Ally Financial and its affiliates under its defined benefit pension plans. In addition, some states allow a party that incurs an injury involving a vehicle to sue the owner of the vehicle merely because of that ownership. See “Legal Aspects of the Secured Notes and the Lease Assets—Vicarious Liability.” COLT and VAULT may be subject to these lawsuits as owners of the lease assets. However, the COLT Indenture Trustee and in respect of VAULT’s interest in the vehicles, the CARAT Indenture Trustee will have a perfected security interest in the lease assets that will be senior in priority to the interests in the lease assets of the PBGC or judgment lien creditors.

Each lease included in the lease assets will name Ally Financial as the lessor or as the assignee of the lessor. The vehicles included in the lease assets will be titled in the name of VAULT and initially will be 100% beneficially owned by Ally Financial or Ally Bank. Ally Financial will transfer its beneficial interest in these vehicles to COLT as described in “Vehicle Asset Universal Lease Trust” in this prospectus. The certificate of title for each vehicle will name Ally Financial as lienholder, which will perfect Ally Financial’s security interest and the security interest of the issuing entity, as the holder of the secured notes, in that vehicle pledged by COLT to secure repayment of the secured notes. In addition, COLT will take all steps necessary to perfect its security interest in the lease, the related vehicle and all other rights and assets included in each lease asset. When Ally Financial’s perfected security interest in the lease assets is assigned to the issuing entity in connection with the transfer and pledge of the secured notes by Ally Financial and the depositor and pledged by the issuing entity to the CARAT Indenture Trustee, then the CARAT Indenture Trustee’s perfected security interest in the lease assets for the benefit of the holders of the notes and certificates issued by the issuing entity will be senior in priority to the interests of any other creditors of COLT, Ally Financial, the depositor, the issuing entity or the CARAT Indenture Trustee, including any judgment liens or liens arising after that date in favor of the PBGC or judgment lien creditors (but subject to events and circumstances as discussed elsewhere in this prospectus, including in the “Risk Factors” section of this prospectus.

Limitations on CARAT Indenture Trustee’s Lien. Various liens could be imposed upon the leased vehicles, that, by operation of law, would take priority over Ally Financial’s and, therefore, the CARAT Indenture Trustee’s interest in these assets. These liens could include, among others, mechanics’, repairmen’s and garagemen’s liens and certain liens for personal property taxes, in each case arising on a particular leased vehicle. In addition, the laws of certain states and federal law permit governmental authorities to confiscate vehicles under certain circumstances if they are used in unlawful activities, which may result in the loss of a secured party’s perfected security interest in the confiscated vehicle. These liens, or the confiscation of a leased vehicle, could arise at any time during the term of the lease, and without notice being given to the CARAT owner trustee, the CARAT Indenture Trustee, the noteholders or certificateholders.

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In addition, any perfected security interest of the CARAT Indenture Trustee in all or part of the property of the issuing entity could be subordinate to claims of any trustee in bankruptcy or debtor in possession in the event of a bankruptcy of Ally Financial, the depositor or the issuing entity, or to the claims of a creditor that has perfected its security interest, prior to any perfection of the transfer of the assets transferred by Ally Financial to the depositor under the Pooling and Administration Agreement, by the depositor to the issuing entity under the Trust Sale and Administration Agreement or by the perfection of the security interest of the CARAT Indenture Trustee.

Repossession of Leased Vehicles

In the event that a default by a lessee of a leased vehicle has not been cured within a certain period of time after notice, the Servicer will ordinarily retake possession of that leased vehicle. Some jurisdictions require that the lessee be notified of the default and be given a time period within which to cure the default prior to repossession. Generally, this right to cure may be exercised on a limited number of occasions in any one-year period. In these jurisdictions, if the lessee objects or raises a defense to repossession, an order must be obtained from the appropriate state court, and the vehicle must then be repossessed in accordance with that order. Other jurisdictions, including Michigan, permit repossession without notice to the lessee, but only if the repossession can be accomplished peacefully. If a breach of the peace cannot be avoided, judicial action is required, and the lessor typically must seek a writ of possession or replevin in a state court action or pursue other judicial action to repossess that leased vehicle.

After the Servicer has repossessed a leased vehicle, it may provide the lessee with a period of time within which to cure the default under the lease. If by the end of that period the default has not been cured, the Servicer will attempt to sell the leased vehicle. As a result of those delays, the net charged-off vehicle proceeds may be less than the remaining amounts due under the lease at the time of default by the lessee.

Deficiency Judgments and Excess Proceeds

The proceeds of sale of the leased vehicles generally will be applied first to the expenses of the sale and repossession and then to the satisfaction of amounts due under the lease. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from sale do not cover the full amount of amounts due under the lease, a deficiency judgment can be sought in those states, including Michigan, that do not prohibit directly or limit those judgments. In some states, however, including Michigan, a lessee may be allowed an offsetting recovery for any amount not recovered at sale because the terms of the sale were not commercially reasonable. In any event, the deficiency judgment would be a personal judgment against the lessee for the shortfall, and a defaulting lessee might have little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment. Because it is a personal judgment against a lessee who may have few if any assets remaining after the repossession, even if one is obtained, it may be settled at a significant discount or it may be impossible to collect all or any portion of it.

Courts have applied general equitable principles in litigation relating to repossession and deficiency balances. These equitable principles may have the effect of relieving a lessee from some or all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of lessors violate the due process protection provided under the Fourteenth Amendment to the Constitution of the United States. Courts have generally found, however, that repossession and resale by a lessor do not involve sufficient state action to afford constitutional protection to consumers.

Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon lessors and servicers involved in consumer leasing. The federal Consumer Leasing Act of 1976 and Regulation M, issued by the Board of Governors of the Federal Reserve System, for example, require

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that a number of disclosures be made at the time a vehicle is leased, including, among other things, all amounts due at the time of origination of the lease, a description of the lessee’s liability at the end of the lease term, the amount of any periodic payments, the circumstances under which the lessee may terminate the lease prior to the end of the lease term and the capitalized cost of the vehicle and a warning regarding possible charges for early termination. All States have adopted Article 2A of the Uniform Commercial Code, which provides protection to lessees through certain implied warranties and the right to cancel a lease contract relating to defective goods. Courts have applied general equitable principles in litigation relating to repossession and deficiency balances. These equitable principles may have the effect of relieving a lessee from some or all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of lessors violate the due process protection provided under the Fourteenth Amendment to the Constitution of the United States. Courts have generally found that repossession and resale by the creditor do not involve sufficient state action to afford constitutional protection to consumers.

Several states, including Michigan, have adopted so-called “Lemon Laws” providing redress to consumers who purchase or lease a vehicle which remains out of conformance with its manufacturer’s warranty after a specified number of attempts to correct a problem or after a specific time period. A successful claim under a Lemon Law could result in, among other things, the termination of the lease and/or the refunding to the lessee of some portion of the payments paid by them.

Under each COLT Sale and Contribution Agreement, Ally Financial will represent to COLT that each lease complies with all requirements of law in all material respects. All of COLT’s rights with respect to that representation will be among the rights securing the secured notes that are sold by Ally Financial to the depositor. The depositor, in turn, will sell the secured notes to the issuing entity under each Trust Sale and Administration Agreement. Accordingly, if a lessee has a claim against the issuing entity for violation of any law and that claim materially and adversely affects the issuing entity’s interest in a secured note, this violation may create an obligation to prepay the secured note in the amount of the lease asset repurchase price unless the breach is cured in all material respects.

Vicarious Liability

State laws differ as to whether anyone suffering injury to person or property involving a leased vehicle may bring an action against the owner of the vehicle merely by virtue of that ownership. To the extent that applicable state law permits such an action and is not preempted by the Federal Safe Accountable, Flexible, and Efficient Transportation Equity Act of 2005 (the “Transportation Act”), COLT, VAULT and the lease assets may be subject to liability to that injured party. However, the laws of many states either (1) do not permit these types of suits, or (2) provide that the lessor’s liability is capped at the amount of any liability insurance that the lessee was required to, but failed to, maintain (except for some states, such as New York, where liability is joint and several). Under the laws of the State of New York, the holder of title of a motor vehicle, including an origination trust as lessor, may be considered an “owner” and thus may be held jointly and severally liable with the lessee for the negligent use or operation of that motor vehicle. It is not clear whether there is a limit on an owner’s liability. In the context of the denial of a motion brought by a defendant to dismiss a claim based on the negligent use or operation of a motor vehicle, the Supreme Court of New York ruled that a finance company acting as an agent for an origination trust may be considered an “owner” of a motor vehicle and thus subject to joint and several liability with the lessee for the negligent use or operation of the leased motor vehicle for the duration of a lease.

The Transportation Act provides that an owner of a motor vehicle that rents or leases the vehicle to a person will not be liable under the law of a state or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation or possession of the vehicle during the period of the rental or lease, if (1) the owner (or an affiliate of the owner) is engaged in the trade or business of renting or leasing motor vehicles; and (2) there is no negligence or criminal wrongdoing on the part

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of the owner (or an affiliate of the owner). This provision of the Transportation Act was effective upon enactment and applies to any action commenced on or after August 10, 2005. The Transportation Act is intended to preempt state and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased and it is expected that the Transportation Act should reduce the likelihood of vicarious liability being imposed on a titling trust. State and federal courts considering whether the Transportation Act preempts state laws permitting vicarious liability have generally concluded that these laws are preempted with respect to cases commenced on or after August 10, 2005. One New York lower court, however, has reached a contrary conclusion in a recent case involving a leasing trust. This New York court concluded that the preemption provision in the Transportation Act was an unconstitutional exercise of congressional authority under the Commerce Clause of the United States Constitution and, therefore, did not preempt New York law regarding vicarious liability. New York’s appellate court overruled the trial court and upheld the constitutionality of the Transportation Act. New York’s highest court, the Court of Appeals, dismissed the appeal. In a 2008 decision relating to a case in Florida, the U.S. Court of Appeals for the 11th Circuit upheld the constitutionality of the Transportation Act, and the plaintiffs’ petition seeking review of the decision by the U.S. Supreme Court was denied. While the outcome in these cases upheld federal preemption under the Transportation Act, there are no assurances that future cases will reach the same conclusion.

Servicemembers Civil Relief Act

The Servicemembers Civil Relief Act and similar state laws may provide relief to members of the Army, Navy, Air Force, Marines, National Guard, Reservists, Coast Guard and officers of the U.S. Public Health Service assigned to duty with the military, on active duty, who have entered into an obligation, such as a lease contract for a lease of a vehicle, before entering into military service and provide that under some circumstances the lessor may not terminate the lease contract for breach of the terms of the contract, including nonpayment. Furthermore, under the Servicemembers Civil Relief Act, a lessee may terminate a lease of a vehicle at any time after the lessee’s entry into military service or the date of the lessee’s military orders (as described below) if: (1) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days (or who enters military service under a call or order specifying a period of 180 days or less and who, without a break in service, receives orders extending the period of military service to a period of not less than 180 days); or (2) the lessee, while in the military, executes a lease of a vehicle and thereafter receives military orders for a permanent change of station outside of the continental United States or to deploy with a military unit for a period of not less than 180 days. No early termination charge may be imposed on the lessee for such termination. No information can be provided as to the number of leases that may be affected by these laws. In addition, current military operations of the United States, including military operations in Iraq and the Middle East, have increased and may continue to increase the number of citizens who are in active military service, including persons in reserve status who have been called or will be called to active duty. These laws may impose limitations that would impair the ability of the Servicer to repossess a defaulted vehicle during the lessee’s period of active duty status. Thus, if that lease goes into default, there may be delays and losses occasioned by the inability to exercise the issuing entity’s rights with respect to the lease and the related leased vehicle in a timely fashion.

Other Limitations

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including federal bankruptcy laws and related state laws, may interfere with or affect the ability of a secured party to enforce its rights under an automobile or light duty truck lease. For example, if a lessee commences bankruptcy proceedings, the lessor’s receipt of related payments due under the lease is likely to be delayed. In addition, a lessee who commences bankruptcy proceedings might be able to assign the lease to another party even though the lease prohibits assignment.

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BANKRUPTCY ASPECTS OF THE SECURED NOTES

Bankruptcy of the Issuing Entity

It is unclear whether the issuing entity is eligible to be the subject of a bankruptcy case. If it is, then the issuing entity may be subject to a declaration of bankruptcy, receivership or other similar proceeding under federal bankruptcy law.

Only a “person” as defined in the Bankruptcy Code can be a debtor eligible for federal bankruptcy relief. The Bankruptcy Code defines “person” to include a “corporation” and “corporation” to include a “business trust.” The legislative history of the Bankruptcy Code, however, indicates that the term “person” does not otherwise include a trust. Therefore, the issuing entity’s eligibility as a debtor under the Bankruptcy Code depends on whether or not it would be found to be a business trust by the court determining eligibility.

Case law indicates that whether or not a statutory trust will qualify as a business trust depends on whether the trust is actually operating a business or at least has a business or profit-making objective. Some cases have required additional elements, such as the transferability of the beneficial interests in the trust. Other decisions have highlighted whether the trust was created for the benefit and profit of investor beneficiaries.

A reasonable argument can be made that the issuing entity engages in activities that will make it qualify as a business trust, and thus, a “corporation” and a “person” eligible to be a “debtor” under federal bankruptcy law. The issuing entity is structured as an enterprise for profit. Interests in the issuing entity may be sold and transferred. The issuing entity will acquire financial assets from the depositor, sell notes and in some cases, certificates, invest and reinvest collections from such financial assets, and perform ancillary business activities with the ultimate purpose of creating profit for the noteholders, certificateholders, the sponsor, the depositor and the servicer.

If the issuing entity were to be subject to bankruptcy proceedings, noteholders and certificateholders could experience losses or delays in the payments on the securities as explained in “Bankruptcy Aspects of the Secured Notes—Payments on the Notes and Certificates” in this prospectus.

If, on the other hand, a court were to find that the issuing entity does not qualify as an eligible “debtor” under the Bankruptcy Code, then such court would likely dismiss any actions against the issuing entity that are predicated on the issuing entity being eligible as a “debtor” pursuant to Section 109 of the Bankruptcy Code.

Regardless of whether or not the issuing entity is itself an eligible debtor, the possibility exists that a court may apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the issuing entity with the assets and liabilities of the sponsor or the depositor in a bankruptcy proceeding initiated against the sponsor or the depositor. There are circumstances in which a court has consolidated assets of a non-debtor with those of a debtor. It appears that the legal principles involved in consolidating the assets of a non-debtor with those of a debtor are the same principles involved in consolidating two debtors. A court, however, may be more reluctant to apply substantive consolidation in such a circumstance because of the practical and jurisdictional problems that might arise from a consolidation.

The transaction documents contain provisions, and the sponsor and the depositor have taken steps in structuring the transactions contemplated by this prospectus, that are intended to make it unlikely that the voluntary or involuntary petition for relief by or against the sponsor, the depositor or the issuing entity under the Bankruptcy Code or similar applicable state laws would result in consolidation of the assets and liabilities of the depositor with those of the sponsor or of the depositor or the sponsor with those of the issuing entity, as applicable. These steps include the creation of the depositor, under its formation documents, as a limited-purpose entity under a limited liability company agreement containing various limitations. The formation documents of the issuing entity contain analogous provisions. These limitations also include restrictions on the nature of the

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depositor’s and issuing entity’s business and a restriction on the depositor’s and the issuing entity’s ability to commence a voluntary case or proceeding under the Bankruptcy Code or similar proceeding under applicable state laws without the unanimous affirmative vote of all of the directors of the depositor, or the CARAT owner trustee, and the certificateholders, in the case of the issuing entity. Under some circumstances, the depositor is required to have at least one director who qualifies under its limited liability agreement as an “Independent Director.”

If, notwithstanding the foregoing measures, a court were to conclude that the assets and liabilities of the issuing entity should be consolidated with the assets and liabilities of the depositor or the sponsor in the event of the depositor or the sponsor were to become a bankrupt debtor or an attempt were made to litigate the consolidation issue, then delays in distributions on the notes and the certificates, and possible reductions in the amount of those distributions, could occur. See also “Bankruptcy Aspects of the Secured Notes—Payments on the Notes and Certificates” in this prospectus.

The transaction documents contain covenants pursuant to which the CARAT Indenture Trustee, the owner trustee and the sponsor agree not to acquiesce, petition, invoke or otherwise cause the depositor or the issuing entity to be subject to a case under any federal or state bankruptcy, insolvency or other similar proceeding before the date that is one year and one day after the repayment of the notes and the certificates. Under its organizational documents, the affirmative vote of all the members of the Board of Directors of the depositor is required for the depositor to be subject to proceedings to be adjudicated bankrupt or insolvent, or to consent to any such proceedings, or to take any corporate action in furtherance of any such action.

Payments on the Notes and Certificates

If the sponsor, the depositor or the issuing entity becomes subject to bankruptcy proceedings, noteholders and certificateholders could experience losses or delays in the payments on the notes and certificates. The sponsor will sell the secured notes to the depositor, and the depositor will in turn transfer the secured notes to the issuing entity. However, if the sponsor, the depositor or the issuing entity becomes subject to a bankruptcy proceeding, and the court in the bankruptcy proceeding were to take the position that the sale of secured notes by the sponsor to the depositor or by the depositor to the issuing entity, as the case may be, should instead be treated as a pledge of the secured notes to secure a borrowing of the sponsor or the depositor by concluding that the sale to the depositor or the issuing entity was not a “true sale” and that as a result thereof, the sponsor or the depositor effectively still own the secured notes, or that the depositor should be consolidated with the sponsor, or the issuing entity should be consolidated with the depositor or the sponsor for bankruptcy purposes, then noteholders and certificateholders could experience losses or delays in payments on the notes and certificates as a result of, among other things:

• the “automatic stay” which prevents creditors from exercising remedies against a debtor in bankruptcy without permission from the court,

• provisions of the Bankruptcy Code that permit substitution of collateral in certain circumstances,

• certain tax or government liens on the sponsor’s or the depositor’s property that arose prior to the transfer of a secured note to the issuing entity having a prior claim on collections before the collections are used to make payments on your securities, and

• the issuing entity not having a perfected security interest in (a) the secured notes, (b) one or more of the vehicles securing the secured notes or (c) any cash collections held by the sponsor or the depositor at the time the sponsor or the depositor becomes the subject of a bankruptcy proceeding.

The depositor (in addition to the sponsor and the issuing entity, and consistent with the transaction documents) will take steps in structuring each transaction described in this prospectus to minimize the risk that a court would consolidate the depositor with the sponsor, or the issuing entity with the depositor or the sponsor for bankruptcy purposes or conclude that the sale of secured notes to the depositor and the issuing entity, as applicable, was not a “true sale.” See “The Depositor”.

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Where the Transfer and Servicing Agreements provide for a revolving period, if Ally Financial or the seller were to become a debtor in a bankruptcy case, an Early Amortization Event would occur. If this happened, all collections would be applied to principal payments on securities and additional lease assets would no longer be sold to COLT.

The occurrence of specified events of bankruptcy, insolvency or receivership with respect to the Servicer will also result in a Servicer default. A trustee in bankruptcy of the Servicer, including the Servicer as debtor in possession, may have the power to prevent either the COLT Indenture Trustee, the COLT owner trustee or the holders of the secured notes from appointing a successor servicer.

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FEDERAL INCOME TAX CONSEQUENCES

The following discussion of the material federal income tax consequences of the purchase, ownership and disposition of the notes and the certificates of any series, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of Tax Counsel to each Tax Trust, Tax Partnership or Tax Non-Entity with respect to the related series on the material matters associated with such consequences, subject to the qualifications set forth in this prospectus and the accompanying prospectus supplement.

Qualifications on Opinion of Tax Counsel

This discussion is based upon current provisions of the Internal Revenue Code, existing and proposed Treasury Regulations thereunder, current administrative rulings, judicial decisions and other applicable authorities. There are no cases or Internal Revenue Service rulings on similar transactions involving both debt and equity interests issued by an issuing entity with terms similar to those of the notes and the certificates. As a result, there can be no assurance that the IRS will not challenge the conclusions reached in this prospectus, and no ruling from the IRS has been or will be sought on any of the issues discussed below. Furthermore, legislative, judicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions set forth in this prospectus as well as the tax consequences to noteholders and certificateholders.

The following discussion does not purport to deal with all aspects of federal income taxation that may be relevant to the noteholders and certificateholders in light of their personal investment circumstances nor, except for limited discussions of particular topics, to holders subject to special treatment under the federal income tax laws, e.g., financial institutions, broker-dealers, life insurance companies regulated investment companies, tax-exempt organizations, holders whose functional currency is not the United States dollar, and holders that hold the notes or certificates as part of a conversion transaction, hedge or hedging transaction, straddle, synthetic security or other integrated transaction for United States federal income tax purposes. This information is directed to prospective purchasers who purchase notes or certificates in the initial distribution thereof, who are citizens or residents of the United States, including domestic corporations and partnerships, and who hold the notes or certificates as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code. The depositor suggests that prospective investors consult with their tax advisors as to the federal, state, local, foreign and any other tax considerations to them of the purchase, ownership and disposition of notes or certificates. The following discussion does not purport to furnish information in the level of detail or with the attention to a prospective investor’s specific tax circumstances that would be provided by a prospective investor’s own tax advisor.

The following discussion addresses notes and certificates falling into four general categories:

(1) notes other than Strip Notes or any other series of notes specifically identified as receiving different tax treatment in the accompanying prospectus supplement, which the depositor, the Trust Administrator and the noteholders will agree to treat as indebtedness secured by the secured notes;

(2) certificates representing interests in an issuing entity which the depositor, the Trust Administrator and the applicable certificateholders will agree to treat as equity interests in a grantor trust,

(3) certificates including Strip Certificates and Strip Notes, representing interests in an issuing entity which the depositor, the Trust Administrator and the applicable holders will agree to treat as equity interests in a partnership, and

(4) certificates, all of which are owned by the depositor, representing interests in an issuing entity which the depositor and the Trust Administrator will agree to treat as a division of the depositor and hence disregarded as a separate entity, in each case for purposes of federal, state and local income and franchise taxes.

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The prospectus supplement for each series of certificates will indicate whether the associated issuing entity is a Tax Trust, Tax Partnership, or Tax Non-Entity. Because the depositor will treat each Tax Trust as a grantor trust, each Tax Partnership as a partnership, and each Tax Non-Entity as a division of depositor, for federal income tax purposes, the depositor will not comply with the tax reporting requirements that would apply under any alternative characterizations of a Tax Trust, Tax Partnership or Tax Non-Entity. For purposes of this discussion, references to a “holder” are to the beneficial owner of a note, Trust Certificate, Partnership Certificate or Tax Non-Entity Certificate, as the context may require.

COLT

Upon the issuance of each series of notes or certificates, Mayer Brown LLP will deliver its opinion that COLT will not be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes.

The Notes

The following discussion of the material federal income tax consequences of the purchase, ownership and disposition of the notes of any series regardless of whether the notes are issued by a Tax Trust, Tax Partnership or Tax Non-Entity, except for Strip Notes and any other series of notes which is specifically identified as receiving different tax treatment in the accompanying prospectus supplement, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of Tax Counsel with respect to the related series of notes on the material matters associated with those consequences, subject to the qualifications set forth in this prospectus and the accompanying prospectus supplement. In addition, Tax Counsel has prepared or reviewed the statements in this prospectus under the heading “Federal Income Tax Consequences—The Notes,” and is of the opinion that such statements are correct. Such statements do not purport to furnish information in the level of detail or with the attention to a prospective investor’s specific tax circumstances that would be provided by a prospective investor’s own tax advisor.

Characterization as Debt. For each series of notes, except for Strip Notes and any series which is specifically identified as receiving different tax treatment in the accompanying prospectus supplement, regardless of whether the notes are issued by a Tax Trust or a Tax Partnership or a Tax Non-Entity, prior to the sale of each series of notes, Tax Counsel will deliver its opinion to the effect that the notes will be treated as debt for federal income tax purposes. Any such opinion may be subject to qualifications and assumptions as set forth herein. The seller, the Trust Administrator and each noteholder, by acquiring an interest in a note, will agree to treat the notes as indebtedness for federal, state and local income and franchise tax purposes. See “Trust Certificates—Classification of Trusts and Trust Certificates,” “Partnership Certificates—Classification of Partnerships and Partnership Certificates” or “Tax Non-Entity Certificates—Classification of Tax Non-Entity and Tax Non-Entity Certificates” for a discussion of the potential federal income tax consequences for noteholders if the IRS were successful in challenging the characterization of a Tax Trust, a Tax Partnership or a Tax Non-Entity, as applicable, for federal income tax purposes.

Treatment of Stated Interest. Assuming the notes are treated as debt for federal income tax purposes and are not issued with OID, the stated interest on a note will be taxable to a noteholder as ordinary income when received or accrued in accordance with the noteholder’s method of tax accounting. Interest received on a note may constitute “investment income” for purposes of some limitations of the Internal Revenue Code concerning the deductibility of investment interest expense.

Original Issue Discount. A series of notes will be issued with OID only if specified in the applicable prospectus supplement. In general, OID is the excess of the “stated redemption price at maturity” of a debt instrument over its “issue price,” unless that excess falls within a statutorily defined de minimis exception. A note’s “stated redemption price at maturity” is the aggregate of all payments required to be made under the note through maturity except “qualified stated interest.” Qualified stated interest is generally interest that is

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unconditionally payable in cash or property, other than debt instruments of the issuing entity, at fixed intervals of one year or less during the entire term of the instrument at specified rates. The “issue price” will be the first price at which a substantial amount of the notes are sold, excluding sales to bond holders, brokers or similar persons acting as underwriters, placement agents or wholesalers.

If a note were treated as being issued with OID, a noteholder would be required to include OID in income as interest over the term of the note under a constant yield method. In general, OID must be included in income in advance of the receipt of cash representing that income. Thus, each cash distribution would be treated as an amount already included in income, to the extent OID has accrued as of the date of the interest distribution and is not allocated to prior distributions, or as a repayment of principal. This treatment would have no significant effect on noteholders using the accrual method of accounting. However, cash method noteholders may be required to report income on the notes in advance of the receipt of cash attributable to that income. Even if a note has OID falling within the de minimis exception, the noteholder must include that OID in income proportionately as principal payments are made on that note.

A holder of a Short-Term Note will generally not be required to include OID on the Short-Term Note in income as it accrues, provided the holder of the note is not an accrual method taxpayer, a bank, a broker or dealer that holds the note as inventory, a regulated investment company or common trust fund, or the beneficial owner of pass-through entities specified in the Internal Revenue Code, or provided the holder does not hold the instrument as part of a hedging transaction, or as a stripped bond or stripped coupon. Instead, the holder of a Short-Term Note would include the OID accrued on the note in gross income upon a sale or exchange of the note or at maturity, or if note is payable in instalments, as principal is paid thereon. A holder of a Short-Term Note would be required to defer deductions for any interest expense on an obligation incurred to purchase or carry the note to the extent it exceeds the sum of the interest income, if any, and OID accrued on the note. However, a holder may elect to include OID in income as it accrues on all obligations having a maturity of one year or less held by the holder in that taxable year or thereafter, in which case the deferral rule of the preceding sentence will not apply. For purposes of this paragraph, OID accrues on a Short-Term Note on a ratable, straight-line basis, unless the holder irrevocably elects, under regulations to be issued by the Treasury Department, to apply a constant interest method to such obligation, using the holder’s yield to maturity and daily compounding.

A holder who purchases a note after the initial distribution thereof at a discount that exceeds a statutorily defined de minimis amount will be subject to the “market discount” rules of the Internal Revenue Code, and a holder who purchases a note at a premium will be subject to the bond premium amortization rules of the Internal Revenue Code.

Market Discount. The notes, whether or not issued with OID, will be subject to the “market discount rules” of Section 1276 of the tax code. In general, these rules provide that if a noteholder acquires a note at a market discount (that is, a discount from its stated redemption price at maturity or, if the notes were issued with OID, its original issue price plus any accrued OID that exceeds a de minimis amount) and thereafter recognizes gain upon a disposition or receives payments of principal, then such gain or principal payment, to the extent of the accrued market discount, will be taxed as ordinary interest income to the noteholder.

Generally, the accrued market discount will be the total market discount on the note multiplied by a fraction, the numerator of which is the number of days the noteholder held the note and the denominator of which is the number of days from the date the noteholder acquired the note until its maturity date. The noteholder may elect, however, to determine accrued market discount under the constant yield method.

A noteholder that incurs or continues indebtedness to acquire a note at a market discount may also be required to defer the deduction of all or a portion of the interest on the indebtedness until the corresponding amount of market discount is included in income. A noteholder may elect to include market discount in gross income as it accrues and, if the noteholder properly makes such an election, is generally exempt from this rule. Any such election will apply to all debt instruments acquired by the taxpayer on or after the first day of the first

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taxable year to which such election applies. The adjusted basis of a note subject to such election will be increased to reflect market discount included in gross income, thereby reducing any gain or increasing any loss on a sale or other taxable disposition of the note.

Amortizable Bond Premium. In general, if a noteholder purchases a note at a premium (that is, an amount in excess of the amount payable upon the maturity thereof), such noteholder will be considered to have purchased such note with “amortizable bond premium” equal to the amount of such excess. The noteholder may elect to amortize such bond premium as an offset to interest income and not as a separate deduction item as it accrues under a constant yield method over the remaining term of the note. Such noteholder’s tax basis in the note will be reduced by the amount of the amortized bond premium. Any such election, properly made, will apply to all debt instruments (other than instruments the interest on which is excludible from gross income) held by the noteholder at the beginning of the first taxable year for which the election applies or thereafter acquired and is irrevocable without the consent of the IRS. Bond premium on a note held by a noteholder who does not elect to amortize the premium will remain a part of such noteholder’s tax basis in such note and will decrease the gain or increase the loss otherwise recognized on a sale or other taxable disposition of the note.

Disposition of Notes. If a noteholder sells a note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the holder’s adjusted tax basis in the note. The adjusted tax basis of the note to a particular noteholder will equal the holder’s cost for the note, increased by any OID and market discount previously included by the noteholder in income from the note and decreased by any bond premium previously amortized and any principal payments previously received by the noteholder on the note. Any gain or loss will be capital gain or loss if the note was held as a capital asset, except for gain representing accrued interest or accrued market discount not previously included in income. Capital gain or loss will be long-term if the note was held by the holder for more than one year and otherwise will generally be short-term. Any capital losses realized generally may be used by a corporate taxpayer only to offset capital gains, and by an individual taxpayer only to the extent of capital gains plus $3,000 of other income.

Net Investment Income. Recently enacted legislation generally imposes a tax of 3.8% on the “net investment income” of certain individuals, trusts and estates for taxable years beginning after December 31, 2012. Among other items, net investment income generally includes gross income from interest and net gain attributable to the disposition of certain property, less certain deductions. United States holders should consult their own tax advisors regarding the possible implications of this legislation in their particular circumstances.

Information Reporting and Backup Withholding. Each Tax Trust, Tax Partnership and Tax Non-Entity will be required to report annually to the IRS, and to each noteholder of record, the amount of interest paid on the notes, and the amount of interest withheld for federal income taxes, if any, for each calendar year, except as to exempt holders which are generally, corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts, or nonresident aliens who provide certification as to their status. Each holder will be required to provide to the Tax Trust, Tax Partnership or Tax Non-Entity, under penalties of perjury, a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding. If a nonexempt noteholder fails to provide the required certification, the Tax Trust, Tax Partnership or Tax Non-Entity will be required to withhold, from interest otherwise payable to the holder, 28% of that interest and remit the withheld amount to the IRS as a credit against the holder’s federal income tax liability.

Because the depositor will treat each Tax Trust as a grantor trust, each Tax Partnership as a partnership, each Tax Non-Entity as a division of the depositor and all notes, except Strip Notes and any other series of notes specifically identified as receiving different tax treatment in the accompanying prospectus supplement, as indebtedness for federal income tax purposes, the depositor will not comply with the tax reporting requirements that would apply under any alternative characterizations of a Tax Trust, Tax Partnership or Tax Non-Entity.

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Tax Consequences to Foreign Noteholders. If interest paid or accrued to a noteholder who is a Foreign Person is not effectively connected with the conduct of a trade or business within the United States by the Foreign Person, the interest generally will be considered “portfolio interest,” and generally will not be subject to United States federal income tax and withholding tax, as long as the Foreign Person satisfies certain requirements of the Internal Revenue Code, including the requirements that the Foreign Person:

(1) is not actually or constructively a “10 percent shareholder” of a Tax Trust, Tax Partnership or the depositor, including a holder of 10 percent of the applicable outstanding certificates, or a “controlled foreign corporation” with respect to which the Tax Trust, Tax Partnership or the depositor is a “related person” within the meaning of the Internal Revenue Code, and

(2) provides an appropriate statement, signed under penalties of perjury, certifying that the beneficial owner of the note is a Foreign Person and providing that Foreign Person’s name and address. If the information provided in this statement changes, the Foreign Person must so inform the Tax Trust or Tax Partnership within 30 days of the change and provide a new statement to establish continued eligibility for exemption from withholding.

If the interest were not portfolio interest or if applicable certification requirements were not satisfied, then it would be subject to United States federal income and withholding tax at a rate of 30% unless reduced or eliminated pursuant to an applicable tax treaty.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a Foreign Person will be exempt from United States federal income and withholding tax, provided that:

(1) the gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Person, and

(2) in the case of a foreign individual, the Foreign Person is not present in the United States for 183 days or more in the taxable year.

If the interest, gain or income on a note held by a Foreign Person is effectively connected with the conduct of a trade or business in the United States by the Foreign Person, the holder, although exempt from the withholding tax previously discussed if an appropriate statement is furnished, generally will be subject to United States federal income tax on the interest, gain or income at regular federal income tax rates. In addition, if the Foreign Person is a foreign corporation, it may be subject to a branch profits tax equal to 30% of the Foreign Person’s “effectively connected earnings and profits” within the meaning of the Internal Revenue Code for the taxable year, as adjusted for specified items, unless the Foreign Person qualifies for a lower rate under an applicable tax treaty.

New Legislation. Recently enacted legislation generally imposes a withholding tax of 30 percent on interest income (including original issue discount) from securities and the gross proceeds of a disposition of securities paid to a foreign financial institution, unless such institution enters into an agreement with the U.S. government to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which would include certain account holders that are foreign entities with U.S. owners). The legislation also generally imposes a withholding tax of 30 percent on interest income (including original issue discount) from securities and the gross proceeds of a disposition of securities paid to a non-financial foreign entity unless such entity provides the withholding agent with certain certification or information relating to U.S. ownership of the entity. Under certain circumstances, such foreign persons might be eligible for refunds or credits of such taxes. These rules generally would apply to payments made after December 31, 2012, but would exempt from withholding payment on, or proceeds in respect of, debt instruments outstanding on the date two years after the date of enactment (March 18, 2010). The scope and application of this legislation are unclear because regulations interpreting the legislation have not yet been promulgated. Foreign Persons are encouraged to consult with their tax advisors regarding the possible implications of this legislation with regard to an investment in respect of the securities.

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Trust Certificates

The following discussion of the material federal income tax consequences of the purchase, ownership and disposition of the certificates of any series identified in the accompanying prospectus supplement as Trust Certificates, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of Tax Counsel with respect to the related series of Trust Certificates on the material matters associated with those consequences, subject to the qualifications set forth in this prospectus and the accompanying prospectus supplement. In addition, Tax Counsel has prepared or reviewed the statements in this prospectus under the heading “Federal Income Tax Consequences—Trust Certificates,” and is of the opinion that such statements are correct. Such statements do not purport to furnish information in the level of detail or with the attention to a prospective investor’s specific tax circumstances that would be provided by a prospective investor’s own tax advisor.

Classification of Trusts and Trust Certificates. For each series of certificates identified in the accompanying prospectus supplement as Trust Certificates, prior to the sale of each series of Trust Certificates, Tax Counsel will deliver its opinion to the effect that the Tax Trust will not be taxable as an association or publicly traded partnership taxable as a corporation, but will be classified as a grantor trust under Sections 671 through 679 of the Internal Revenue Code. Any such opinion may be subject to qualifications and assumptions as set forth therein. For each series of Trust Certificates, the depositor and the certificateholders will express in the trust agreement and on the Trust Certificates their intent that, for federal, state and local income and franchise tax purposes, the Trust Certificates will represent an equity interest in the Tax Trust.

Although Tax Counsel has opined that each Tax Trust will properly be characterized as a grantor trust for federal income tax purposes, there are no cases or IRS rulings on similar transactions, that opinion is not binding on the IRS or the courts and no assurance can be given that this characterization would prevail. If the IRS were to contend successfully that any Tax Trust is not a grantor trust, the Tax Trust will be classified for federal income tax purposes as a partnership which is not taxable as a corporation. The income reportable by the holders of Trust Certificates as partners could differ from the income reportable by the holders of Trust Certificates as grantors of a grantor trust. However, it is not expected that differences would be material. If a Tax Trust were classified for federal income tax purposes as a partnership, the IRS might contend that is a “publicly traded partnership” taxable as a corporation. If the IRS were to contend successfully that a Tax Trust is an association taxable as a corporation for federal income tax purposes, such Tax Trust would be subject to federal and state income tax at corporate rates on the income from the secured notes reduced by deductions, including interest on any notes unless the notes were treated as an equity interest. See “Partnership Certificates—Classification of Partnerships and Partnership Certificates” below.

Despite Tax Counsel’s opinion that a Tax Trust will be classified as a grantor trust, the lack of cases or IRS rulings on similar transactions, as discussed above, permits a variety of alternative characterizations in addition to the position to be taken that the Trust Certificates represent equity interests in a grantor trust. For example, because Trust Certificates will have some features characteristic of debt, the Trust Certificates might be treated as indebtedness. Except as described above, any such characterization would not result in materially adverse tax consequences to certificateholders as compared to the consequences from treatment of Trust Certificates as equity in a trust, described below. The following discussion assumes that Trust Certificates represent equity interests in a grantor trust.

Grantor Trust Treatment. As a grantor trust, a Tax Trust will not be subject to federal income tax. Subject to the discussion below under “Treatment of Fees or Payments,” in Tax Counsel’s opinion each certificateholder will be required to report on the certificateholder’s federal income tax return its pro rata share of the entire income from the secured notes and any other property in the Tax Trust for the period during which it owns a Trust Certificate, including interest or finance charges earned on the secured notes and any gain or loss upon collection or disposition of the secured notes, in accordance with the certificateholder’s method of accounting. A certificateholder using the cash method of accounting will generally take into account its pro rata share of income

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as and when received by the CARAT owner trustee. A certificateholder using an accrual method of accounting will generally take into account its pro rata share of income as it accrues or is received by the CARAT owner trustee, whichever is earlier.

Assuming that the market discount rules do not apply, the portion of each payment to a certificateholder that is allocable to principal on the secured notes will represent a recovery of capital, which will reduce the tax basis of the certificateholder’s undivided interest in the secured notes. In computing its federal income tax liability, the certificateholder will be entitled to deduct, consistent with the certificateholder’s method of accounting, its pro rata share of interest paid on any notes, reasonable administration fees, and other fees paid or incurred by the Tax Trust. If a certificateholder is an individual, estate or trust, the deduction for the certificateholder’s pro rata share of such fees will be allowed only to the extent that all of such certificateholder’s miscellaneous itemized deductions, including servicing and other fees, exceed 2% of the certificateholder’s adjusted gross income. In addition, in the case of certificateholders who are individuals, certain otherwise allowable itemized deductions will be reduced, but not by more than 80%, by an amount equal to 3% of the certificateholder’s adjusted gross income in excess of a statutorily defined threshold. Such limitation on itemized deductions is being phased out over time beginning in tax years after 2005 and will be fully phased out for tax years beginning after 2009. Because the Tax Trust will not report to certificateholders the amount of income or deductions attributable to miscellaneous charges, a certificateholder may effectively underreport the certificateholder’s net taxable income. See “Treatment of Fees or Payments” below for a discussion of other possible consequences if amounts paid to the Trust Administrator exceed reasonable compensation for services rendered.

Treatment of Fees or Payments. It is expected that income will be reported to certificateholders on the assumption that the certificateholders own a 100% interest in all of the principal and interest derived from the secured notes. However, a portion of the amounts paid to the Trust Administrator or the depositor may exceed reasonable fees for services. There are no authoritative guidelines, for federal income tax purposes, as to the maximum amount of compensation that may be considered reasonable for servicing the secured notes or performing other services, in the context of this or similar transactions; accordingly, Tax Counsel is unable to give an opinion on this issue. If amounts paid to the Trust Administrator or the depositor exceed reasonable compensation for services provided, the Trust Administrator or the depositor or both may be viewed as having retained, for federal income tax purposes, an ownership interest in a portion of each interest payment or certain secured notes. As a result, such secured notes may be treated as “stripped bonds” within the meaning of the Internal Revenue Code.

To the extent that the secured notes are characterized as “stripped bonds,” the income of the Tax Trust allocable to certificateholders would not include the portion of the interest on the secured notes treated as having been retained by the Trust Administrator or the depositor, as the case may be, and the Tax Trust’s deductions would be limited to reasonable administration fees, interest paid on any notes and other fees. In addition, a certificateholder would not be subject to the market discount and premium rules discussed below with respect to the stripped secured notes, but instead would be subject to the OID rules of the Internal Revenue Code. However, if the price at which a certificateholder were deemed to have acquired a stripped secured note is less than the remaining principal balance of the secured note by an amount which is less than a statutorily defined de minimis amount, the secured note would not be treated as having OID. In general, it appears that the amount of OID on a secured note treated as a “stripped bond” will be de minimis if it is less than 1/4 of 1% for each full year remaining after the purchase date until the final maturity of the secured note, although the IRS could take the position that the weighted average maturity date, rather than the final maturity date, should be used in performing this calculation. If the amount of OID was de minimis under this rule, the actual amount of discount on a secured note would be includible in income as principal payments are received on the secured note.

If the OID on a secured note were not treated as de minimis, a certificateholder would be required to include any OID in income as it accrues, regardless of when cash payments are received, using a method reflecting a constant yield on the secured notes. It is possible that the IRS could assert that a prepayment

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assumption should be used in computing the yield of a stripped secured note. If a stripped secured note is deemed to be acquired by a certificateholder at a significant discount, the use of a prepayment assumption could accelerate the accrual of income by a certificateholder.

It is also possible that any fees deemed to be excessive could be recharacterized as deferred purchase price payable to the depositor by certificateholders in exchange for the secured notes. The likely effect of such recharacterization would be to increase current taxable income to a certificateholder.

Discount and Premium. The following discussion generally assumes that the fees and other amounts payable to the Trust Administrator and the depositor will not be recharacterized as being retained ownership interests in the secured notes, as discussed above. A purchaser of a Trust Certificate should be treated as purchasing an interest in each secured note and any other property in the Tax Trust at a price determined by allocating the purchase price paid for the Trust Certificate among the secured notes and other property in proportion to their fair market values at the time of purchase of the Trust Certificate.

It is believed that the secured notes were not and will not be originated with OID; therefore, a Tax Trust should not have OID income. However, the purchase price paid by the Tax Trust for the secured notes may be greater or less than the remaining principal balance of the secured notes at the time of purchase. If so, the secured notes will have been acquired at a premium or market discount, as the case may be. The market discount on a secured note will be considered to be zero if it is less than the statutorily defined de minimis amount.

Any gain on the sale of a Trust Certificate attributable to the holder’s share of unrecognized accrued interest market discount on the secured notes would generally be treated as ordinary income to the holder. Moreover, a holder who acquires a Trust Certificate representing an interest in secured notes acquired at a market discount may be required to defer a portion of any interest expense otherwise deductible on indebtedness incurred or maintained to purchase or carry the Trust Certificate until the holder disposes of the Trust Certificate in a taxable transaction. Instead of recognizing market discount, if any, upon a disposition of Trust Certificates and deferring any applicable interest expense, a holder may elect to include market discount in income currently as the discount accrues. The current inclusion election, once made, applies to all market discount obligations acquired on or after the first day of the first taxable year to which the election applies, and may not be revoked without the consent of the IRS.

In the event that a secured note is treated as purchased at a premium, that is, the allocable portion of the certificateholder’s purchase price for the Trust Certificate exceeds the remaining principal balance of the secured note, the premium will be amortizable by a certificateholder as an offset to interest income, with a corresponding reduction in basis, under a constant yield method over the term of the secured note if the certificateholder makes an election. Any such election will apply to all debt instruments held by the certificateholder during the year in which the election is made and to all debt instruments acquired thereafter. If no selection is made, the premium will remain part of the certificateholder’s basis and will decrease gain or increase loss otherwise recognized by a certificateholder on a sale or other taxable disposition of the secured note.

Disposition of Trust Certificates. Generally, capital gain or loss will be recognized on a sale of Trust Certificates in an amount equal to the difference between the amount realized and the certificateholder’s tax basis in the Trust Certificates sold. A certificateholder’s tax basis in a Trust Certificate will generally equal the certificateholder’s cost increased by any OID and market discount previously included in income, and decreased by any previously amortized bond premium on secured notes held by the Tax Trust. Any gain on the sale of a Trust Certificate attributable to the certificateholder’s share of unrecognized accrued market discount on the secured notes would generally be treated as ordinary income to the certificateholder, unless the certificateholder makes the special election described under “Discount and Premium” above.

If a certificateholder is required to recognize an aggregate amount of income, not including income attributable to disallowed itemized deductions described above, over the life of the Trust Certificates that exceeds

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the aggregate cash distributions that excess will generally give rise to a capital loss upon the retirement of the Trust Certificates.

Backup Withholding. Distributions on Trust Certificates and proceeds from the sale of certificates will be subject to a “backup” withholding tax of 28% if, as discussed above, in connection with the notes, the certificateholder fails to comply with identification procedures, unless the holder is an exempt recipient under applicable provisions of the Internal Revenue Code.

Tax Consequences to Foreign Trust Certificateholders. Interest attributable to secured notes which is received by a certificateholder which is a Foreign Person will generally not be subject to the normal 30% withholding tax imposed on those payments, provided that such certificateholder is not engaged in a trade or business in the United States and that such certificateholder fulfills the certification requirements discussed above under “The Notes—Tax Consequences to Foreign Noteholders.”

Recently Enacted Federal Tax Legislation. On March 18, 2010, new legislation was enacted. See “—The Notes—New Legislation” above for a summary description of this important recently enacted legislation.

Partnership Certificates

The following discussion of the material federal income tax consequences of the purchase, ownership and disposition of the certificates of any series identified in the accompanying prospectus supplement as Partnership Certificates, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of Tax Counsel with respect to the related series of Partnership Certificates on the material matters associated with those consequences, subject to the qualifications set forth in this prospectus and the accompanying prospectus supplement. In addition, Tax Counsel has prepared or reviewed the statements in this prospectus under the heading “Federal Income Tax Consequences—Partnership Certificates,” and is of the opinion that such statements are correct. Such statements do not purport to furnish information in the level of detail or with the attention to a prospective investor’s specific tax circumstances that would be proved by a prospective investor’s tax advisor.

Classification of Partnerships and Partnership Certificates. For each series of certificates identified in the accompanying prospectus supplement as Partnership Certificates, the depositor and the Trust Administrator will agree, and the certificateholders will agree by their purchase of the Partnership Certificates, to treat the Tax Partnership as a partnership for purposes of federal, state and local income and franchise tax purposes, with the partners of the partnership being the certificateholders and the depositor, in its capacity as recipient of distributions from any CARAT reserve account, and any notes being debt of such Tax Partnership. However, the proper characterization of the arrangement involving the Tax Partnership, the Partnership Certificates, the depositor and the Trust Administrator is not clear because there is no authority on transactions closely comparable to that contemplated in this prospectus and accompanying prospectus supplement.

If the Tax Partnership were classified as an association taxable as a corporation for federal income tax purposes, the Tax Partnership would be subject to corporate income tax. Any corporate income tax could materially reduce or eliminate cash that would otherwise be distributable on the Partnership Certificates and certificateholders could be liable for any tax that is unpaid by the Tax Partnership. However, prior to the sale of each series of Partnership Certificates, Tax Counsel will deliver its opinion that the Tax Partnership will not be classified as an association taxable as a corporation. Any such opinion may be subject to qualifications and assumptions as set forth therein.

Even if a Tax Partnership were not classified as an association taxable as a corporation, it would be subject to corporate income tax if it were a “publicly traded partnership” taxable as a corporation. Tax Counsel also will deliver an opinion that the Tax Partnership will not be a publicly traded partnership taxable as a corporation. However, in the opinion of Tax Counsel, even if the Tax Partnership were treated as a publicly

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traded partnership, it would not be taxable as a corporation because the Tax Partnership would intend to meet qualifying income tests or other exceptions under Section 7704 of the Internal Revenue Code. Nonetheless, if a Tax Partnership were treated as a publicly traded partnership and the Partnership Certificates were treated as equity interests in that type of partnership, some holders could suffer adverse consequences. For example, some holders might be subject to limitations on their ability to deduct their share of the Tax Partnership’s expenses.

Despite Tax Counsel’s opinion that a Tax Partnership will be classified as a partnership and not as an association or publicly traded partnership taxable as a corporation, the lack of cases or rulings on similar transactions, as discussed above, permits a variety of alternative characterizations in addition to the position to be taken that the Partnership Certificates represent equity interests in a partnership. For example, because the Partnership Certificates will have some features characteristic of debt, the Partnership Certificates might be considered indebtedness. However, in Tax Counsel’s opinion, any such characterization would not result in materially adverse tax consequences to certificateholders as compared to the consequences from treatment of the Partnership Certificates as equity in a partnership, described below. Indeed, classification of the certificates as indebtedness would result in favorable tax consequences to certain holders, particularly Foreign Persons. Nonetheless, because Tax Counsel believes that it is more likely that Partnership Certificates will be treated as equity in partnership, and the parties will treat the certificates as representing partnership equity, the following discussion assumes that the Partnership Certificates represent equity interests in a partnership.

Partnership Taxation. A Tax Partnership will not be subject to federal income tax, but each certificateholder will be required to separately take into account such holder’s allocated share of income, gains, losses, deductions and credits of the Tax Partnership. The Tax Partnership’s income will consist primarily of interest and finance charges earned on the secured notes, including appropriate adjustments for market discount, OID, and bond premium, and any gain upon collection or disposition of the secured notes. The Tax Partnership’s deductions will consist primarily of interest paid or accrued on the notes, servicing and other fees, and losses or deductions upon collection or disposition of the secured notes.

The tax items of a partnership are allocable to the partners in accordance with the Internal Revenue Code, Treasury Regulations and, for any series Partnership Certificates, the trust agreement and CARAT Related Documents. Each trust agreement for a Tax Partnership will provide that the certificateholders will be allocated taxable income of the Tax Partnership and will be allocated items of income, gain, deduction and loss in accordance with their economic interest in the issuing entity.

In addition, each trust agreement for a Tax Partnership will provide that the certificateholders will be allocated their allocable share for each month of the entire amount of interest expense paid by the Tax Partnership on any notes. If the Tax Partnership issues any Strip Notes or Strip Certificates, it will also provide that the certificateholders will be allocated taxable income of such Tax Partnership for each month in the amounts described in the accompanying prospectus supplement. All taxable income of the Tax Partnership remaining after the allocations to the certificateholders will be allocated to the depositor. It is believed that the allocations to certificateholders will be valid under applicable Treasury Regulations, although no assurance can be given that the IRS would not require a greater amount of income to be allocated to certificateholders. Moreover, even under the foregoing method of allocation, certificateholders may be allocated income equal to the entire pass-through rate plus the other items of income, gain, deduction and loss of the Tax Partnership, and holders of Strip Notes or Strip Certificates may be allocated income equal to the amount described in the accompanying prospectus supplement, even though the Tax Partnership is only obligated to distribute interest to certificateholders at the pass-through rate on the certificate balance. Thus, cash basis holders will in effect be required to report income from the Partnership Certificates on the accrual method. In addition, because tax allocations and tax reporting will be done on a uniform basis for all certificateholders but certificateholders may be purchasing Partnership Certificates at different times and at different prices, certificateholders may be required to report on their tax returns taxable income that is greater or less than the amount reported to them by the Tax Partnership.

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Additionally, all of the taxable income allocated to a certificateholder that is a pension, profit sharing or employee benefit plan or other tax-exempt entity, including an individual retirement account, will constitute “unrelated business taxable income” generally taxable to such a holder under the Internal Revenue Code.

An individual taxpayer may generally deduct miscellaneous itemized deductions, which do not include interest expense, only to the extent they exceed 2% of adjusted gross income, and, additional limitations may apply. Those limitations would apply to an individual certificateholder’s share of expenses of a Tax Partnership, including fees to the Trust Administrator, and might result in the holder being taxed on an amount of income that exceeds the amount of cash actually distributed to such holder over the life of such Tax Partnership.

Each Tax Partnership intends to make all tax calculations relating to income and allocations to certificateholders on an aggregate basis. If the IRS were to require that calculations be made separately for each secured note, a Tax Partnership might be required to incur additional expense but it is believed that there would not be a material adverse effect on certificateholders.

Discount and Premium. It is believed that the secured notes were not and will not be originated with OID and, therefore, that a Tax Partnership should not have OID income. However, the purchase price paid by the Tax Partnership for the secured notes may be greater or less than the remaining principal balance of the secured notes at the time of purchase. If so, the secured notes will have been acquired at a premium or market discount, as the case may be. As indicated above, each Tax Partnership will make this calculation on an aggregate basis, but might be required to recompute it on a secured note by secured note basis.

Each Tax Partnership will make an election that will result in any market discount on the secured notes being included in income currently as such discount accrues over the life of the secured notes. As indicated above, a portion of the market discount income will be allocated to certificateholders.

Section 708 Termination. Under Section 708 of the Internal Revenue Code, a Tax Partnership will be deemed to terminate for federal income tax purposes if 50% or more of the capital and profits interests in such Tax Partnership are sold or exchanged within a 12-month period. If a termination occurs, a Tax Partnership will be considered to contribute all of its assets to a new partnership followed by a liquidation of the original Tax Partnership. A Tax Partnership will not comply with the technical requirements that might apply when such a constructive termination occurs. As a result, the Tax Partnership may be subject to tax penalties and may incur additional expenses if it is required to comply with those requirements. Furthermore, a Tax Partnership might not be able to comply due to lack of data.

Disposition of Certificates. Generally, capital gain or loss will be recognized on a sale of Partnership Certificates in an amount equal to the difference between the amount realized and the depositor’s tax basis in the Partnership Certificates sold. A certificateholder’s tax basis in a Partnership Certificate will generally equal the certificateholder’s cost increased by the certificateholder’s share of the Tax Partnership’s income, includible in the certificateholder’s income, for the current and prior taxable years and decreased by any distributions received on such Partnership Certificate. In addition, both tax basis in the Partnership Certificates and the amount realized on a sale of a Partnership Certificate would include the holder’s share of any notes and other liabilities of the Tax Partnership. A holder acquiring Partnership Certificates of the same series at different prices may be required to maintain a single aggregate adjusted tax basis in the Partnership Certificates, and, upon a sale or other disposition of some of the Partnership Certificates, allocate a pro rata portion of the aggregate tax basis to the Partnership Certificates sold, rather than maintaining a separate tax basis in each Partnership Certificate for purpose of computing gain or loss on a sale of that Partnership Certificate.

If a certificateholder is required to recognize an aggregate amount of income not including income attributable to disallowed itemized deductions described above over the life of the Partnership Certificates that exceeds the aggregate cash distributions on the Partnership Certificates, that excess will generally give rise to a capital loss upon the retirement of the Partnership Certificates.

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Allocations Between Transferors and Transferees. In general, each Tax Partnership’s taxable income and losses will be determined monthly and the tax items for a particular calendar month will be apportioned amount the certificateholders in proportion to the certificate balance of the Partnership Certificates or a fractional share of the Strip Notes or Strip Certificates owned by them as of the first Record Date following the end of the month. As a result, a holder purchasing Partnership Certificates may be allocated tax items, which will affect the certificateholder’s tax liability and tax basis, attributable to periods before the certificateholder’s actual purchase.

The use of a monthly convention may not be permitted by existing regulations. If a monthly convention is not allowed or only applies to transfers of less than all of the partner’s interest, taxable income or losses of a Tax Partnership might be reallocated among the certificateholders. The CARAT owner trustee is authorized to revise a Tax Partnership’s method of allocation between transferors and transferees to conform to a method permitted by future regulations.

Section 754 Election. In the event that a certificateholder sells a Partnership Certificate for greater or less than the certificateholder’s adjusted basis therefor, the purchasing certificateholder will have a higher or lower basis, as the case may be, in the Partnership Certificates than the selling certificateholder had. The tax basis of the Tax Partnership’s assets will not be adjusted to reflect that higher or lower basis unless the Tax Partnership were to file an election under Section 754 of the Internal Revenue Code. In order to avoid the administrative complexities that would be involved in keeping accurate accounting records, as well as potentially onerous information reporting requirements, a Tax Partnership will not make such an election. As a result, certificateholders might be allocated a greater or lesser amount of Tax Partnership income than would be based on their own purchase price for Partnership Certificates.

Administrative Matters. For each Tax Partnership, the CARAT owner trustee is required to maintain complete and accurate books of such Tax Partnership. Such books will be maintained for financial reporting and tax purposes on an accrual basis and the fiscal year of each Tax Partnership will be the calendar year. The CARAT owner trustee will file a partnership information return, IRS Form 1065, with the IRS for each taxable year of the Tax Partnership and will report each certificateholder’s allocable share of items of Tax Partnership income and expense to holders and the IRS on Schedule K-1. Any person that holds Partnership Certificates as a nominee at any time during a calendar year is required to furnish the Tax Partnership with a statement containing information on the nominee, the beneficial owners and the Partnership Certificates so held. Each Tax Partnership will provide the Schedule K-1 information to nominees that fail to provide the Tax Partnership with the information referenced in the preceding sentence and such nominees will be required to forward such information to the beneficial owners of the Partnership Certificates. Generally, holders must file tax returns that are consistent with the information return filed by the Tax Partnership or be subject to penalties unless the holder notifies the IRS of all such inconsistencies.

The depositor, as the tax matters partner for each Tax Partnership, will be responsible for representing the certificateholders in any dispute with the IRS. The Internal Revenue Code provides for administrative examination of a partnership as if the partnership were a separate taxpayer. Generally, the statute of limitations for partnership items does not expire until three years after the date on which the partnership information return is filed or deemed filed. Any adverse determination following an audit of the return of a Tax Partnership by the appropriate taxing authorities could result in an adjustment of the returns of the certificateholders and, under some circumstances, a certificateholder may be precluded from separately litigating a proposed adjustment to the items of the Tax Partnership. An adjustment could result in an audit of a certificateholder’s returns and adjustments of items not related to the income and losses of the Tax Partnership.

Tax Consequences to Foreign Certificateholders. It is not clear whether any Tax Partnership would be considered to be engaged in a trade or business in the United States for purposes of federal withholding taxes with respect to non-United States persons because there is no clear authority on that issue under facts substantially similar to those described in this prospectus and the accompanying prospectus supplement. Although it is not expected that any Tax Partnership would be engaged in a trade or business in the United States

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for those purposes each Tax Partnership will withhold as if it were so engaged in order to protect the Tax Partnership from possible adverse consequences of a failure to withhold. It is expected that each Tax Partnership will withhold on the portion of its taxable income that is allocable to a certificateholder that is a Foreign Person as if such income were effectively connected to a United States trade or business, at a rate of 35%. In determining a holder’s nonforeign status, a Tax Partnership may generally rely on the holder’s certification of nonforeign status signed under penalties of perjury.

Each Foreign Person might be required to file a United States individual or corporate income tax return and pay tax, including, in the case of a corporation, the branch profits tax, on such Foreign Person’s share of the Tax Partnership’s income. Each Foreign Person must obtain a taxpayer identification number from the IRS and submit that number to the Tax Partnership on Form W-8BEN in order to assure appropriate crediting of the taxes withheld. A Foreign Person generally would be entitled to file with the IRS a claim for refund for taxes withheld by the Tax Partnership, taking the position that no taxes were due because the Tax Partnership was not engaged in a U.S. trade or business. However, the IRS may assert that the tax liability should be based on gross income, and no assurance can be given as to the appropriate amount of tax liability.

Backup Withholding. Distributions made on any Partnership Certificates and proceeds from the sale of such Partnership Certificates will be subject to a “backup” withholding tax of 28% if, as discussed above in connection with the notes, the certificateholder fails to comply with identification procedures, unless the holder is an exempt recipient under applicable provisions of the Internal Revenue Code.

Recently Enacted Federal Tax Legislation. On March 18, 2010, new legislation was enacted. See “—The Notes—New Legislation” above for a summary description of this important recently enacted legislation.

Tax Non-Entity Certificates

Classification of Tax Non-Entity and Tax Non-Entity Certificates. For each series of certificates identified in the accompanying prospectus supplement as tax-non-entity certificates and which are entirely owned by the depositor, the depositor and the Trust Administrator will agree, pursuant to the “check-the-box” Treasury Regulations, to treat the Tax Non-Entity as a division of the depositor, and hence a disregarded entity, for federal income tax purposes. In other words, for federal income tax purposes, the depositor will be treated as the owner of all the assets of the Tax Non-Entity and the obligor of all the liabilities of the Tax Non-Entity. Under the “check-the-box” Treasury Regulations, unless it is treated as a Tax Trust for federal income tax purposes, an unincorporated domestic entity with more than one equity owner is automatically classified as a Tax Partnership for federal income tax purposes. If the issuing entity is classified as a Tax Non-Entity when all its equity interests are wholly-owned by the depositor and if certificates are then sold or issued in any manner which results in there being more than one certificateholder, the issuing entity will be treated as a Tax Partnership.

If certificates are issued to more than one person, the depositor and the Trust Administrator will agree, and the certificateholders will agree by their purchase, to treat the issuing entity as a Tax Partnership for purposes of federal, state and local income and franchise tax purposes, with the partners of such partnership being the certificateholders, including the depositor, and the notes being debt of such partnership.

Risks of Alternative Characterization. If a Tax Non-Entity were an association or a “publicly traded partnership” taxable as a corporation for federal income tax purposes, it would be subject to corporate income tax as discussed above under “Partnership Certificates—Classification of Partnerships and Partnership Certificates.”

Tax Shelter Disclosure and Investor List Requirements

Recently issued Treasury Regulations directed at abusive tax shelter activity appear to apply to transactions not conventionally regarded as tax shelters. Such Treasury Regulations require taxpayers to report certain information on IRS Form 8886 if they participate in a “reportable transaction” and to retain certain

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information related to such transactions. Organizers and depositors of the transaction are required to maintain records including investor lists containing identifying information and to furnish those records to the IRS upon demand.

A transaction may be a “reportable transaction” based upon any of several indicia, including the existence of book-tax differences common to financial transactions, one or more of which may be present with respect to your investment. Recently passed legislation imposes significant penalties for failure to comply with these disclosure requirements. Prospective investors should be aware that the transferor and other participants in the transaction intend to comply with such disclosure and investor list requirements. Prospective investors should consult their own tax advisors concerning any possible disclosure obligation with respect to their investment.

S TATE AND LOCAL TAX CONSEQUENCES

The above discussion does not address the tax treatment of any Tax Trust, Tax Partnership, Tax Non-Entity, notes, certificates, noteholders or certificateholders under any state or local tax laws. The activities to be undertaken by the Servicer in servicing and collecting the lease payments will take place throughout the United States and, therefore, many different tax regimes potentially apply to different portions of these transactions. Prospective investors are urged to consult with their tax advisors regarding the state and local tax treatment of any Tax Trust, Tax Partnership or Tax Non-Entity as well as any state and local tax consequences for them of purchasing, holding and disposing of notes or certificates.

ERISA CONSIDERATIONS

Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code prohibit “benefit plans,” as defined hereafter, from engaging in certain transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such Benefit Plans. A violation of these “prohibited transaction” rules may generate excise tax and other liabilities under ERISA and the Code for such persons and the fiduciaries of such Benefit Plans. In addition, Title I of ERISA requires fiduciaries of a Benefit Plan subject to ERISA to make investments that are prudent, diversified and in accordance with the governing plan documents. The term “Benefit Plan” means (i) a pension, profit sharing or other employee benefit plan (as defined at Section 3(3) of ERISA) subject to Title I of ERISA, (ii) individual retirement accounts, certain types of Keogh Plans and other arrangements that are subject to Section 4975 of the Code and (iii) certain insurance company accounts, bank collective funds and other investment funds or entities whose assets include significant investment by other Benefit Plans, and which are treated as “benefit plan investors” under regulations issued by the U.S. Department of Labor (including Department of Labor regulation 2510.3-101, as modified by Section 3(42) of ERISA (the “plan assets regulation”)). Non-U.S. employee benefit plans, plans that are governmental plans (as defined in Section 3(32) of ERISA) and specified church plans (as defined in Section 3(33) of ERISA) are not subject to the fiduciary responsibility and prohibited transaction provisions of ERISA or Section 4975 of the Code. However, such plans may be subject to substantially similar restrictions under applicable state, local or other law (“similar law”).

The acquisition or holding of notes or certificates by or on behalf of a benefit plan could be considered to give rise to a prohibited transaction if the issuing entity, the depositor, the Trust Administrator, the CARAT Indenture Trustee, the CARAT owner trustee, COLT, [COLT, LLC,] the Servicer, the COLT owner trustee, the COLT Indenture Trustee, the swap counterparty or any of their respective affiliates is or becomes a party in interest or a disqualified person with respect to that benefit plan. Exemptions from the prohibited transaction rules granted by the U.S. Department of Labor could apply to the purchase and holding of the notes by a benefit plan depending on the type and circumstances of the plan fiduciary making the decision to acquire the notes. These exemptions include: Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by “in-house asset managers;” PTCE 95-60, regarding investments by insurance company general accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 90-1, regarding

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investments by insurance company pooled separate accounts; and PTCE 84-14, regarding transactions effected by “qualified professional asset managers.”

In addition to the class exemptions listed above, the Pension Protection Act of 2006 provides a statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code for prohibited transactions between a benefit plan and a person or entity that is a party in interest to that benefit plan solely by reason of providing services to the benefit plan (other than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the benefit plan involved in the transaction), provided that there is adequate consideration for the transaction.

Each purchaser and transferee of notes will be deemed to represent and warrant that either (a) it is not acquiring the notes with the plan assets of a benefit plan or other plan subject to any similar law, or (b) the acquisition and holding of the note by the purchaser or transferee will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code or a violation of any substantially similar applicable law.

Plan Asset Regulation

In addition, despite the application of one of the foregoing exemptions to the purchase and/or holding of the securities, transactions involving the issuing entity might be deemed to constitute prohibited transactions under ERISA and the Internal Revenue Code with respect to a benefit plan that purchased securities if assets of the issuing entity were deemed to be assets of the benefit plan. Under the plan assets regulation, the assets of the issuing entity would be treated as plan assets of a benefit plan for the purposes of ERISA and the Internal Revenue Code only if the benefit plan acquired an “equity interest” in the issuing entity and none of the exceptions contained in the plan assets regulation applied. An equity interest is defined under the plan assets regulation as an interest other than an instrument that is treated as indebtedness under applicable local law and that has no substantial equity features. It is likely that the certificates will be treated as an equity interest for these purposes and will therefore not be generally available for purchase by benefit plans. Subject to the restrictions in the preceding paragraph and the prospectus supplement, notes that are debt instruments will be generally available for purchase by benefit plans.

For additional information regarding the equity or debt treatment of notes, see “ERISA Considerations” in the accompanying prospectus supplement.

If you are considering the purchase of the notes or certificates on behalf of a benefit plan, you should consult with your counsel with respect to whether the assets of the issuing entity will be deemed to be plan assets, whether the purchase of notes or certificates might give rise to a prohibited transaction, and the applicability of the exemptive relief from the prohibited transaction rules, and you should determine on your own whether all conditions have been satisfied and whether the notes or certificates are an appropriate investment for a benefit plan under ERISA and the Internal Revenue Code.

Underwriter’s Exemption

It is not anticipated that securities to be offered under this prospectus will be eligible for relief from the prohibited transaction rules of ERISA and the plan assets regulation in reliance on the administrative exemptions that have been granted by the Department of Labor to specified underwriters (the “underwriter’s exemption”). If the issuing entity and initial purchasers determine it may be appropriate to rely on the underwriter’s exemption with respect to any series of securities to be offered under this prospectus and the applicable prospectus supplement, the conditions for such relief will be enumerated under “ERISA Considerations” in the applicable prospectus supplement.

For more information regarding whether the underwriter’s exemption is likely to provide relief for a particular class of notes or certificates, see “ERISA Considerations” in the applicable prospectus supplement.

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PLAN OF DISTRIBUTION

On the terms and conditions set forth in one or more underwriting agreements for each issuing entity, the depositor will agree to sell to each of the underwriters named in the underwriting agreements and in the accompanying prospectus supplement, and each of the underwriters will severally agree to purchase from the depositor, the principal amount of each class of securities of the series set forth in the underwriting agreements and in the applicable prospectus supplement.

In each underwriting agreement, the several underwriters will agree, subject to the terms and conditions set forth in the underwriting agreements, to purchase all the securities described in the underwriting agreements which are offered by this prospectus and by the accompanying prospectus supplement if any of those securities are purchased. In the event of a default by any underwriter, each underwriting agreement will provide that, in some circumstances, purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

Each prospectus supplement will either:

(1) set forth the price at which each class of securities being offered will be offered to the public and any concessions that may be offered to certain dealers participating in the offering of those securities; or

(2) specify that the securities are to be resold by the underwriters in negotiated transactions at varying prices to be determined at the time of sale.

After the initial public offering of any securities, the public offering price and concessions may be changed. The depositor may also sell the securities to one or more purchasers directly or through agents.

Each underwriting agreement will provide that the depositor will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

The CARAT Indenture Trustee and the COLT Indenture Trustee may, from time to time, invest the funds in the Designated Accounts in Eligible Investments acquired from the underwriters.

Under each underwriting agreement, the closing of the sale of any class of securities or, if less than all other classes, only as disclosed in the applicable prospectus supplement will be conditioned on the closing of the sale of all other classes of securities of that series.

The place and time of delivery for the securities in respect of which this prospectus is delivered will be set forth in the accompanying prospectus supplement.

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LEGAL OPINIONS

Certain legal matters relating to the notes and the certificates will be passed upon for the issuing entity, the depositor and Ally Financial by Richard V. Kent, Esq., General Counsel to the depositor and Assistant General Counsel of Ally Financial, and by Mayer Brown LLP, counsel to the depositor, the issuing entity and Ally Financial. Mr. Kent owns shares of General Motors common stock and has options to purchase shares of General Motors common stock, $12/3 par value. Certain federal income tax matters will be passed upon for Ally Financial, the issuing entity and the depositor by Mayer Brown LLP.

WHERE YOU CAN FIND MORE INFORMATION

The depositor filed a registration statement relating to the securities with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This prospectus is part of the registration statement, but the registration statement includes additional information.

The Trust Administrator will file with the SEC all annual, monthly and current SEC reports, reports on assessment of compliance with servicing criteria, registered public accounting firm attestation reports, servicer compliance statements, and other information about the issuing entity that is required to be filed.

You may read and copy any reports, statements or other information we file at the SEC’s public reference room in Washington, D.C. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference rooms. Our SEC filings are also available to the public on the SEC Internet site at http://www.sec.gov.

I NCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference any SEC reports and materials filed by or on behalf of each issuing entity since the end of the latest fiscal year. We also incorporate by reference any future SEC reports and materials filed by or on behalf of each issuing entity until we terminate our offering of the securities issued by that issuing entity. Information that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the accompanying prospectus supplement.

As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to the documents not specifically incorporated by reference, at no cost, by writing us at: Ally Financial Inc., 200 Renaissance Center, Detroit, Michigan 48265 or by calling us at: (866) 710-4623.

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GLOSSARY OF TERMS TO PROSPECTUS

The following are definitions of terms used in this prospectus. References to the singular form of defined terms in this prospectus include references to the plural and vice versa.

“ABS Value” has the meaning assigned to that term in the accompanying prospectus supplement.

“Acquisition” is defined on page [    ].

“Administrative Purchase Payment” has the meaning assigned to that term in the accompanying prospectus supplement.

“Advance” has the meaning assigned to that term in the accompanying prospectus supplement.

“Aggregate ABS Value” has the meaning assigned to that term in the accompanying prospectus supplement.

“ALG Residual” is defined in the accompanying prospectus supplement.

“Ally Financial” means Ally Financial Inc., a Delaware corporation (or (i) with reference to events before July 20, 2006, General Motors Acceptance Corporation, the predecessor of GMAC LLC, (ii) with references to events after July 20, 2006 and before June 2009, GMAC LLC, the predecessor of GMAC Inc. and (iii) with reference to events after June 2009 and before May 10, 2010, GMAC Inc., the predecessor of Ally Financial Inc.)

“Ally Servicing” is defined on page [    ].

“Bankruptcy Code” means title 11 of the United States Code, as amended from time to time.

“benefit plan” is defined on page [    ].

“CARAT Administrative Payment” means with respect to a secured note, an amount equal to the Secured Note Principal Balance, plus accrued interest calculated at the Secured Note Rate, determined as of the close of business on the last day of the Collection Period prior to the Collection Period as of which the Trust Administrator is required to (or, if earlier elects to) purchase that secured note.

“CARAT Events of Default” has the meaning, set forth in “The Notes—The CARAT Indenture—CARAT Events of Default; Rights Upon CARAT Events of Default.”

“CARAT Indenture” has the meaning assigned to that term in the accompanying prospectus supplement.

“CARAT Indenture Trustee” means the entity identified as indenture trustee in the CARAT Indenture, not individually but solely in its capacity as indenture trustee.

“CARAT Related Documents” means the CARAT Indenture, the Trust Sale and Administration Agreement and other similar associated documents for an issuing entity.

“CARAT Warranty Payment” means, with respect to each secured note, an amount equal to the Secured Note Principal Balance, plus accrued interest calculated at the Secured Note Rate, determined as of the close of business on the last day of the Collection Period prior to the Collection Period as of which the depositor is required to (or, if earlier, elects to) repurchase the secured note.

“Certificate Distribution Account” means any account so designated and established and maintained pursuant to a trust agreement.

“Certificate Pool Factor” means, for each class of certificates, a seven-digit decimal which the Trust Administrator will compute prior to each distribution on the certificates indicating the remaining certificate balance as of the close of that date, as a fraction of the initial certificate balance.

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“Class A Interest Carryover Shortfall” has the meaning assigned to that term in the accompanying prospectus supplement.

“Class B Interest Carryover Shortfall” has the meaning assigned to that term in the accompanying prospectus supplement.

“Class C Interest Carryover Shortfall” has the meaning assigned to that term in the accompanying prospectus supplement.

“Collection Period” has the meaning assigned to that term in the accompanying prospectus supplement.

“COLT Basic Documents” means the COLT Declaration of Trust, the COLT Declaration Supplement, the VAULT Trust Agreement, the COLT Transfer Direction, the COLT Designation, the VAULT Security Agreement, the COLT Sale and Contribution Agreement, the COLT Indenture, the COLT Servicing Agreement, the Pull Ahead Funding Agreement, the COLT Custodian Agreement, the secured notes and the equity certificates of COLT.

“COLT Custodian” means Ally Financial, or another custodian named from time to time in the COLT Custodian Agreement.

“COLT Custodian Agreement” means, for each issuing entity, the Custodian Agreement, dated as of the closing date, between the COLT Custodian and the COLT owner trustee, as the same may be amended and supplemented from time to time.

“COLT Declaration of Trust” means the Declaration of Trust by Deutsche Bank Trust Company Delaware, as COLT owner trustee, dated as of December 13, 2006, acknowledged, accepted and agreed to by COLT, LLC, as the same may be amended and supplemented from time to time.

“COLT Declaration Supplement” means, for each issuing entity, the COLT Supplement to the Declaration, dated as of the closing date, between the COLT owner trustee and COLT, LLC, as residual certificateholder.

“COLT Designation” means the Designation of Trust Beneficiary and Creation of Series of Beneficial Interest, dated as of December 13, 2006, among The Bank of New York (Delaware) as successor to Chase Bank USA, Inc., National Association (f/k/a Chase Manhattan Bank USA, National Association), as trustee, Ally Financial, as servicer and initial trust beneficiary and COLT.

“COLT Events of Default” has the meaning set forth in “The Secured Notes—The COLT Indenture—COLT Events of Default; Rights Upon COLT Event of Default.”

“COLT Indenture” has the meaning assigned to that term in the accompanying prospectus supplement.

“COLT Indenture Trustee” means the entity designated as indenture trustee in the COLT Indenture, not individually but solely in its capacity as indenture trustee.

“COLT Sale and Contribution Agreement” means, for each issuing entity, the COLT Sale and Contribution Agreement, dated as of the closing date, between Ally Financial and COLT, as amended and supplemented from time to time.

“COLT Servicing Agreement” means, for each issuing entity, the COLT Servicing Agreement, dated as of the closing date, between Ally Financial, as Servicer, COLT and the COLT Indenture Trustee, as amended and supplemented from time to time.

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“COLT Transfer Direction” means, for each issuing entity, the Transfer Direction, dated as of the closing date, between the VAULT trustee, Ally Financial, as initial trust beneficiary and as Servicer, and COLT, as trust beneficiary and transferee.

“Controlling Class” means, for any series of securities, the class or classes of securities of that series designated in the related prospectus supplement.

“Designated Accounts” means the CARAT collection account, the note distribution account, COLT reserve account, the CARAT reserve account, if any, and the COLT collection account and any other accounts so identified in the accompanying prospectus supplement and for which the funds on deposit are invested in Eligible Investments.

“Eligible Investments” means generally investments (1) that are acceptable to the hired rating agencies rating the issuing entity’s notes and certificates at the request of the depositor as being consistent with the rating of the notes and (2) that mature no later than the business day preceding the next payment date or distribution date or payment date, in the case of the CARAT collection account, the note distribution account and any CARAT reserve account, and no later than the business day preceding the next distribution date or, the next distribution date, in the case of investments in the institutions in which the applicable account is maintained or the account owner, the short-term unsecured debt of which has a specified rating, has agreed to advance funds, if necessary, on any distribution date, in the case of the COLT collection account and the COLT reserve account, as applicable.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means a corporation, trade or business that is, along with Ally Financial, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Section 414 of the Internal Revenue Code or Section 4001 of ERISA.

“Excess Payment” has the meaning assigned to that term in the accompanying prospectus supplement.

“Extended Lease” has the meaning assigned to that term in the accompanying prospectus supplement.

“Extended Lease Payments” has the meaning assigned to that term in the accompanying prospectus supplement.

“Foreign Person” means a nonresident alien, foreign corporation or other non-United States person or entity.

“General Motors” means General Motors LLC and its successors and assigns.

“IB Finance” is defined on page [    ].

“Initial ABS Value” means with respect to the pool of lease assets securing the secured notes issued pursuant to a COLT Indenture, the aggregate ABS Value of such pool as of the cut-off date specified in the accompanying prospectus supplement.

“Lease Asset” means a Program Lease and the Vehicle related thereto

“Lease Residual” has the meaning assigned to that term in the accompanying prospectus supplement.

“Liquidating Lease Asset” has the meaning assigned to that term in the accompanying prospectus supplement.

“Monthly Lease Payment” has the meaning assigned to that term in the accompanying prospectus supplement.

97

“Monthly Remittance Condition” has the meaning assigned to that term in the accompanying prospectus supplement.

“MSRP” means manufacturer’s suggested retail price.

“Note Pool Factor” means, for each class of notes, a seven digit decimal which the Trust Administrator will compute prior to each distribution for the notes indicating the remaining outstanding principal balance of the notes, as of the close of the distribution date, as a fraction of the initial outstanding principal balance of the notes.

“OID” means original issue discount.

“Old COLT” is defined on page [    ].

“Outstanding Advance” has the meaning assigned to that term in the accompanying prospectus supplement.

“Paid in Full Lease” means a lease for which all monthly payments have been made as of the related closing date but which is not, as of the closing date, a Liquidating Lease Asset.

“Partnership Certificates” means certificates, including Strip Certificates and Strip Notes issued by a Tax Partnership. References to a holder of these certificates are the beneficial owner thereof.

“Payment Ahead Servicing Account” means any account so designated and established and maintained pursuant to the COLT Servicing Agreement.

“Payments Ahead” has the meaning assigned to that term in the accompanying prospectus supplement.

“PBGC” means the Pension Benefit Guaranty Corporation.

“PDP” means PDP Group, Inc.

“Pension Plan” means a “pension plan” as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than any “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA), and to which Ally Financial or any ERISA Affiliate may have any liability.

“plan assets regulation” is defined on page [    ].

“Pooling and Administration Agreement” means, for each issuing entity, the Pooling and Administration Agreement, dated as of the closing date, between Ally Financial and the depositor, as amended and supplemented from time to time.

“Program Lease” means automobile and light truck leases sold, assigned, transferred or conveyed to COLT, including all other agreements related thereto and all rights and obligations thereunder.

“PTCE” is defined on page [    ].

“Pull Ahead Agent” has the meaning assigned to that term in the accompanying prospectus supplement.

“Pull Ahead Funding Agreement” means, for each issuing entity, the Pull Ahead Funding Agreement, dated as of the closing date, between COLT, the COLT Indenture Trustee and the Pull Ahead Agent as amended and supplemented from time to time.

“Pull Ahead Lease Asset” has the meaning assigned to that term in the accompanying prospectus supplement.

98

“Pull Ahead Payment” has the meaning assigned to that term in the accompanying prospectus supplement.

“Pull Ahead Program” has the meaning assigned to that term in the accompanying prospectus supplement.

“Record Date” means, for any distribution date, the close of business on the date immediately preceding the distribution date, or if definitive securities are issued, the last day of the related Collection Period.

“Sales and Use Tax Amount” has the meaning assigned to that term in the accompanying prospectus supplement.

“Secured Note Principal Balance” has the meaning assigned to that term in the accompanying prospectus supplement.

“Secured Note Rate” has the meaning assigned to that term in the accompanying prospectus supplement.

“Servicer” has the meaning assigned to that term in the accompanying prospectus supplement.

“Servicer default” has the meaning set forth in “The Transfer and Servicing Agreements—Servicer Default.”

“Short-Term Note” means a note that has a fixed maturity date note more than one year from the issuance date of that note.

“similar law”: is defined on page [    ].

“SmartLease Plus Account” means a lease as to which the lessee makes a single upfront payment that entitles him or her to use the related vehicle until the termination date of the lease (effectively, a “single payment” lease).

“Stated Residual Value” has the meaning assigned to that term in the accompanying prospectus supplement.

“Strip Certificates” means one or more classes of certificates entitled to disproportionate, nominal or no distributions of certificate balance or interest.

“Strip Notes” means one or more classes of notes entitled to disproportionate, nominal or no distributions of principal or interest.

“Tax Counsel” means Mayer Brown LLP, as special tax counsel to the depositor.

“Tax Non-Entity” means a trust in which all of the certificates of that trust which are owned by the depositor, and the depositor and the Servicer agree to treat the trust as a division of the depositor and hence disregarded as a separate entity for purposes of federal, state and local income and franchise taxes.

“Tax Non-Entity Certificates” means certificates issued by a Tax Non-Entity. References to a holder of these certificates are to the beneficial owner thereof.

“Tax Partnership” means a trust in which the depositor, the Servicer and the applicable holders agree to treat certificates, including Strip Certificates, and Strip Notes as equity interests in a partnership for purposes of federal, state and local income and franchise taxes.

99

“Tax Trust” means a trust in which the depositor, the Servicer and the applicable certificateholders agree to treat the certificates of trust as equity interests in a grantor trust for purposes of federal, state and local income and franchise taxes.

“Transfer and Servicing Agreements” means, for each issuing entity, the Pooling and Administration Agreement, the Trust Sale and Administration Agreement, the trust agreement, the COLT Sale and Contribution Agreement and the COLT Servicing Agreement.

“Trust” is defined on page [    ].

“Trust Administrator” has the meaning assigned to that term in the accompanying prospectus supplement.

“Trust Administrator default” has the meaning set forth in “The Transfer and Servicing Agreements—Trust Administrator Default.”

“Trust Certificates” means certificates issued by a Tax Trust. References to a holder of these certificates are to the beneficial owner thereof.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Trust Sale and Administration Agreement” means, for each issuing entity, the Trust Sale and Administration Agreement, dated as of the closing date, among Ally Financial, as Trust Administrator, the depositor and the issuing entity.

“VAULT” means Vehicle Asset Universal Leasing Trust, a Delaware statutory trust created under the Statutory Trust Statute under the VAULT Trust Agreement.

“VAULT Security Agreement” means the VAULT Pledge and Security Agreement, dated as of the closing date, by VAULT and made in favor of the holders of the secured notes.

“VAULT Trust Agreement” means the Second Amended and Restated Trust and Servicing Agreement, dated as of March 25, 2004, between Ally Financial, as Servicer and initial beneficiary, and the VAULT Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“VAULT Trustee” has the meaning assigned to that term in the accompanying prospectus supplement.

“Vehicle” means an automobile or light truck that is or has been leased under a Program Lease and that is or will be titled in the name of VAULT and with respect to which Ally Financial is the trust beneficiary.

“Warranty Payment” has the meaning assigned to that term in the accompanying prospectus supplement.

100

No dealer, salesman or other person has been authorized to give any information or to make any representations not contained in this prospectus supplement and the prospectus and, if given or made, that information or those representations must not be relied upon as having been authorized by the depositor, the Servicer, the Trust Administrator or the underwriters. This prospectus supplement and the prospectus do not constitute an offer to sell, or a solicitation of an offer to buy, the securities offered hereby to anyone in any jurisdiction in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make any such offer or solicitation. Neither the delivery of this prospectus supplement and the prospectus nor any sale made under this prospectus supplement and the prospectus shall, under any circumstances, create an implication that information in those documents is correct as of any time since the date of this prospectus supplement or the prospectus.

Until the expiration of the 90 days after the date of this prospectus supplement all dealers effecting transactions in these securities, whether or not participating in this distribution, may be required to deliver a prospectus supplement and the prospectus to which it relates. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus supplement and prospectus when acting as underwriters and for their unsold allotments or subscriptions.

Capital Auto Receivables

Asset Trust 20        -SN

Issuing Entity

$            

Asset Backed Notes, Class A

$            

Asset Backed Notes, Class B

$            

Asset Backed Notes, Class C

Capital Auto Receivables LLC

Depositor

Ally Financial Inc.

Sponsor and Servicer/Trust Administrator

PROSPECTUS SUPPLEMENT

Underwriters for the Class A Notes:

Underwriters for the Class B Notes and the Class C Notes:

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses to be incurred in connection with the offering of the securities, other than underwriting discounts and commissions, described in this Registration Statement:

Securities and Exchange Commission registration fee	$	0
Printing and engraving costs	$	331,200
Legal fees	$	6,440,000
Trustee fees and expenses	$	73,600
Accountant’s fees	$	920,000
Rating Agencies’ fees	$	3,680,000
Miscellaneous expenses	$	368,000
Total	$	11,812,800

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Limited Liability Company Agreement of Capital Auto Receivables LLC, as amended, provides that Capital Auto Receivables LLC will indemnify and advance expenses to every officer and director and, in some cases, to members to the fullest extent permitted by applicable law, against all amounts (including judgments, fines, payments in settlement, attorneys’ fees and other expenses) reasonably incurred by any of them in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was an officer, director or member, as applicable, of Capital Auto Receivables LLC. Further, the Limited Liability Company Agreement of Capital Auto Receivables LLC provides that Capital Auto Receivables LLC may purchase and maintain insurance on behalf of its officers and directors against liabilities asserted against them in their capacities as officers and directors, respectively. Section 18-108 of the Delaware Limited Liability Company Act provides that a Delaware limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to standard restrictions, if any, as are set forth in its limited liability company agreement.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

A list of exhibits filed herewith or incorporated by reference is contained in the Exhibit Index which is incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

Each of the undersigned registrant on Form S-3, Central Originating Lease Trust, and the undersigned registrant on Form S-3, Capital Auto Receivables LLC, hereby undertakes:

(a) As to Rule 415:

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 as amended (the “Securities Act”);

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if total dollar value of securities offered would not exceed that which was registered) and any deviation from

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the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that the undertakings set forth in clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Commission by the applicable registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b)) that is part of this registration statement; provided, further, however, that clauses (i) and (ii) above will not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§229.1100(c)).

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

(i) If the applicable registrant is relying on Rule 430B (§ 230.430B):

(A) Each prospectus filed by the applicable registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3)) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7)) as part of a registration statement in reliance on Rule 430B relating to an offering pursuant to Rule 415(a)(1)(i), (vii) or (x) ((§ 230.415(a)(1)(i), (vii), or (x)) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supercede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the applicable registrant is subject to Rule 430C (§ 230.430C), each prospectus filed pursuant to Rule 424(b) as part of this registration statement, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430(a)), shall be deemed to be part of and included in this registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated by reference into the registration statement

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or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of either registrant under the Securities Act to any purchaser in the initial distribution of the securities:

Each undersigned registrant undertakes that in a primary offering of securities of the applicable undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the applicable undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the applicable undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the applicable undersigned registrant or used or referred to by the applicable undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the applicable undersigned registrant or its securities provided by or on behalf of the applicable undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the applicable undersigned registrant to the purchaser.

(b) As to documents subsequently filed that are incorporated by reference:

Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the applicable registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) As to the equity offerings of nonreporting registrants:

Each of the undersigned registrants hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(d) As to indemnification:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, each of the undersigned registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by either registrant of expenses incurred or paid by a director, officer or controlling person of the applicable registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the applicable registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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(e) As to qualification of Trust Indentures under Trust Indenture Act of 1939 for delayed offerings:

Each of the undersigned registrants hereby undertakes to file an application for the purpose of determining the eligibility of the indenture trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Act.

(f) As to Rule 430A:

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by either of the undersigned registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g) As to Regulation AB:

Each of the undersigned registrants hereby undertakes:

That, for purposes of determining any liability under the Securities Act, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended, of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on the 28th day of September, 2010.

CAPITAL AUTO RECEIVABLES LLC

/S/ CHRISTOPHER A. HALMY

Christopher A. Halmy

President

The Registrant reasonably believes that at the time of sale, at least one nationally recognized statistical rating organization (as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Securities Exchange Act of 1934) will have rated the securities to be offered hereunder in one of its generic rating categories which signifies investment grade.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Registration Statement has been signed below on September 28, 2010 by the following persons in the capacities indicated.

Signature	Title
* Christopher A. Halmy	President and Director (Principal Executive Officer)
* Ryan C. Farris	Vice President and Director (Principal Financial Officer)
* Richard E. Damman	Director
* Stephanie N. Richard	Controller (Principal Accounting Officer)

* The undersigned, by signing his name hereto, does hereby sign this Amendment No. 2 to Registration Statement on behalf of the above-indicated officer or director of the Registrant pursuant to the Power of Attorney signed by such officer or director.

By:	/S/ RICHARD V. KENT
Name:	Richard V. Kent
Title:	Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on the 28th day of September, 2010.

CENTRAL ORIGINATING LEASE TRUST
By:	CENTRAL ORIGINATING LEASE, LLC, as a Certificateholder of Central Originating Lease Trust
	/S/ CHRISTOPHER A. HALMY
	Christopher A. Halmy
	President

The Registrant reasonably believes that at the time of sale, at least one nationally recognized statistical rating organization (as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Securities Exchange Act of 1934) will have rated the securities to be offered hereunder in one of its generic rating categories which signifies investment grade.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Registration Statement has been signed below on September 28, 2010 by the following persons in the capacities indicated.

Signature	Title
* Christopher A. Halmy	President and Director (Principal Executive Officer)
* Ryan C. Farris	Vice President and Director (Principal Financial Officer)
* Richard E. Damman	Director
* Stephanie N. Richard	Controller (Principal Accounting Officer)

* The undersigned, by signing his name hereto, does hereby sign this Amendment No. 2 to Registration Statement on behalf of the above-indicated officer or director of the Registrant pursuant to the Power of Attorney signed by such officer or director.

By:	/S/ RICHARD V. KENT
Name:	Richard V. Kent
Title:	Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Index	Description
1.1	Form of Underwriting Agreement.****
3.1	Limited Liability Company Agreement of Capital Auto Receivables LLC entered into by the Company on October 20, 2006, as amended by Amendment No. 1 to Limited Liability Company Agreement, dated as of November 20, 2006 (incorporated by reference to Registrant from Amendment No. 3 to Registration Statement File No. 333-105077, dated December 4, 2006). Articles of Incorporation (incorporated by reference to Registrant from Registration Statement File No. 33-49169, dated November 15, 1993) and Amended and Restated By-laws of Capital Auto Receivables, Inc. (incorporated by reference to Registrant from Registration Statement File No. 333-06039, dated June 14, 1996).
3.2	Declaration of Trust, dated as of December 13, 2006, by Deutsche Bank Trust Company Delaware and acknowledged, accepted and agreed to by COLT, LLC.***
3.3	Form of COLT 20   -SN Supplement to Third Amended and Restated Declaration of Trust between COLT, LLC and Deutsche Bank Trust Company Delaware. ****
4.1	Form of CARAT Trust Agreement between the depositor and the CARAT owner trustee. ****
4.2	Form of CARAT Indenture between the CARAT trust and the CARAT indenture trustee. ****
4.3	Form of COLT 20   -SN Indenture between COLT and the COLT indenture trustee. ****
5.1	Opinion of Mayer Brown LLP with respect to legality of Secured Notes, the Notes and the Certificates.***
8.1	Opinion of Mayer Brown LLP with respect to tax matters of Secured Notes.***
23.1	Consent of Mayer Brown LLP (included as part of Exhibit 5.1).***
24.1	Powers of Attorney.***
25.1	Statement of Eligibility of the Trustee for the Notes and Certificates secured by the Secured Notes.**
25.2	Statement of Eligibility of the Trustee of the Secured Notes.**
99.1	Form of Transfer Direction re: Transfer of Beneficial Interest in VAULT from Ally Financial to COLT. *
99.2	Form of VAULT Pledge and Security Agreement by VAULT.*
99.3	Form of COLT 20   -SN Sale and Contribution Agreement between COLT and Ally Financial.*
99.4	Form of COLT 20   -SN Servicing Agreement among COLT, Ally Financial and the COLT indenture trustee.****
99.5	Form of COLT 20   -SN Pull Ahead Funding Agreement among COLT, Ally Financial and the COLT indenture trustee.****
99.6	Form of COLT 20   -SN Custodian Agreement between Ally Financial and COLT.*
99.7	Form of CARAT Pooling and Administration Agreement between depositor and Ally Financial.****
99.8	Form of CARAT Trust Sale and Administration Agreement among Ally Financial, depositor and the CARAT trust.****

* Previously filed June 29, 2010.

** To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.

*** Previously filed May 17, 2010.

**** Filed herewith.

EX-1.1

EXHIBIT 1.1

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN__

$__________ CLASS A-2a ASSET BACKED NOTES

$__________ CLASS A-2b ASSET BACKED NOTES

$__________ CLASS A-3a ASSET BACKED NOTES

$__________ CLASS A-3b ASSET BACKED NOTES

$__________ CLASS A-4 ASSET BACKED NOTES

$__________ CLASS B-1 ASSET BACKED NOTES

$__________ CLASS B-2 ASSET BACKED NOTES

$__________ CLASS C ASSET BACKED NOTES

CAPITAL AUTO RECEIVABLES LLC

(DEPOSITOR)

ALLY FINANCIAL INC.

(SERVICER/SPONSOR/TRUST ADMINISTRATOR)

UNDERWRITING AGREEMENT

__________, 20__

[Name and Address

of each representative

Underwriter]

As Representatives of the several Underwriters on Schedule 1

Dear Ladies and Gentlemen:

Capital Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), proposes to sell to the Underwriters $__________ aggregate principal balance of Class A-2a Asset Backed Notes (the “Class A-2a Notes”), $__________ aggregate principal balance of Class A-2b Asset Backed Notes (the “Class A-2b Notes,” and together with the Class A-2a Notes, the “Class A-2 Notes”), $__________ aggregate principal balance of Class A-3a Asset Backed Notes (the “Class A-3a Notes”), $__________ aggregate principal balance of Class A-3b Asset Backed Notes (the “Class A-3b Notes,” and together with the Class A-3a Notes, the “Class A-3 Notes”), $__________ aggregate principal balance of Class A-4 Asset Backed Notes (the “Class A-4 Notes,” and together with the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), $__________ aggregate principal balance of Class B-1 Asset Backed Notes (the “Class B-1 Notes”), $__________ aggregate principal balance of Class B-2 Asset Backed Notes (the “Class B-2 Notes,” and together with the Class B-1 Notes, the “Class B Notes”), $__________ aggregate principal balance of Class C Asset Backed Notes (the “Class C Notes,” and together with the Class A Notes and the Class B Notes, the “Offered Notes”) of the Capital Auto Receivables Asset Trust 20__-SN__ (the “Trust”) to be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (as amended and supplemented from time to time, the “CARAT Indenture”), between the Trust and _________, as indenture trustee (in such capacity, the “CARAT Indenture Trustee”). [The Trust is also issuing, concurrently with the Offered Notes, $__________ aggregate principal balance of Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $__________ aggregate principal balance of Class A-2c Asset Backed Notes (the “Class A-2c Notes”), $__________ aggregate principal balance of Class A-3c Asset Backed Notes (the “Class A-3c Notes”) and certificates with an aggregate principal balance of $__________ (the “Certificates”). COLT (defined below) will issue certificates with an aggregate principal balance of $            . Neither the Class A-1 Notes, the Class A-2c Notes, the Class A-3c Notes, the Certificates nor the certificates issued by COLT are being publicly offered].

The assets of the Trust will include, among other things, secured notes (the “Secured Notes”) issued by Central Originating Lease Trust (“COLT”). The Secured Notes will be issued pursuant to an indenture, to be dated as of the Closing Date (as amended and supplemented from time to time, the “COLT Indenture”), between COLT and __________, as indenture trustee (in such capacity, the “COLT Indenture Trustee”). The Secured Notes will initially be issued by COLT to Ally Financial Inc. (“Ally Financial”) in exchange for the transfer by Ally Financial to COLT of a pool of automobile leases and the related leased vehicles (the “Lease Assets”) and certain monies due or received thereunder on and after _______, 20__ (the “Cutoff Date”) pursuant to a sale and contribution agreement, to be dated as of the Closing Date (the “COLT Sale and Contribution Agreement”), between COLT and Ally Financial. COLT’s obligations under the Secured Notes will be secured by the Lease Assets. The Initial ABS Value (as defined in the COLT Servicing Agreement (defined below)) of the Lease Assets will be $            . Ally Financial will continue to service the Lease Assets after their transfer to COLT pursuant to a servicing agreement, to be dated as of the Closing Date (the “COLT Servicing Agreement”), between COLT, Ally Financial and Deutsche Bank Trust Company Delaware, in its capacity as owner trustee of COLT. Ally Financial will sell the Secured Notes to the Depositor pursuant to a pooling and administration agreement, to be dated as of the Closing Date (the “Pooling and Administration Agreement”), between Ally Financial and the Depositor. The Secured Notes will be transferred by the Depositor to the Trust pursuant to trust sale and administration agreement, to be dated as of the Closing Date (the “Trust Sale and Administration Agreement”), between the Depositor, the Trust and Ally Financial. The Offered Notes will be issued pursuant to the CARAT Indenture. The Trust has been formed pursuant to a trust agreement, dated as of ________, 20__ (as amended and supplemented from time to time, the “Trust Agreement”), between the Depositor and __________, as trustee, acting thereunder not in its individual capacity but solely as trustee of the Trust (in such capacity, the “CARAT Owner Trustee”). Ally Financial will serve as the initial custodian of the Series 20__-SN__ Lease Assets Files (as defined in Exhibit A to the COLT Servicing Agreement) pursuant to the COLT Servicing Agreement and a custodian agreement, to be dated as of the Closing Date (the “Custodian Agreement”), between Ally Financial, as Custodian, and COLT.

Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 17 hereof. Capitalized terms used and not otherwise defined in this Underwriting Agreement (this “Agreement”) shall have the meanings assigned to them in Exhibit A to the COLT Servicing Agreement, or if not defined therein, in Appendix 1 to the Trust Sale and Administration Agreement.

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1. Representations and Warranties of the Depositor. The Depositor represents and warrants to, and agrees with, the several underwriters named in Schedule 1 (the “Underwriters”) that:

(a) The Depositor meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a registration statement (No. 333-166889), including a prospectus, on Form S-3 pursuant to Rule 415 under the Act on __________, 20__, as amended by Pre-Effective Amendment No. 1 on ________, 20__, and Pre - Effective Amendment No. 2 on __________, 20__, for the registration under the Act of asset-backed securities (issuable in series and classes thereof), including the Secured Notes and the Offered Notes, which registration statement has become effective, and a copy of which, as amended to the date hereof, has heretofore been delivered to the Underwriters. The Depositor has filed or will file with the Commission, pursuant to Rule 424(b), one or more Preliminary Prospectuses and has delivered the Final Preliminary Prospectus to the Underwriters on or prior to the Applicable Time for delivery to prospective investors. The Depositor will file with the Commission pursuant to Rule 424(b) a Final Prospectus relating to the Offered Notes and the method of distribution thereof.

(b) On the Effective Date, the Registration Statement complied, and when each of the Final Preliminary Prospectus and Final Prospectus are first filed in accordance with Rule 424(b), the Final Preliminary Prospectus and the Final Prospectus will comply, in all material respects with the applicable requirements of the Act on the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) (i) in reliance upon and in conformity with the Underwriter Information (as defined in Section 8(b)), (ii) relating to and included in the ABS Tables or (iii) contained in or omitted from the Swap Information. As of the Closing Date, the representations and warranties of the Depositor in the Pooling and Administration Agreement, the Trust Sale and Administration Agreement and the Trust Agreement will be true and correct in all material respects.

(c) As of the Applicable Time, the Disclosure Package did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Disclosure Package (i) in reliance upon and in conformity with the Underwriter Information, (ii) relating to the ABS Tables or (iii) contained in or omitted from the Swap Information.

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(d) At the earliest time after the filing of the Registration Statement that the Depositor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Offered Notes, the Depositor was not an “ineligible issuer,” as defined in Rule 405.

(e) Each Issuer Free Writing Prospectus, as of its issue date, does not and will not include any information that conflicts or will conflict with the information then contained in the Registration Statement; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from any Issuer Free Writing Prospectus (i) in reliance upon and in conformity with the Underwriter Information, (ii) relating to and included in the ABS Tables or (iii) contained in or omitted from the Swap Information. If at any time following issuance of an Issuer Free Writing Prospectus there has occurred or does occur an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement or would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,

(i) the Depositor has notified or will promptly notify the Underwriters and

(ii) the Depositor has amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(f) This Agreement has been duly authorized, executed and delivered by the Depositor.

(g) As of its date, the Final Preliminary Prospectus did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Final Preliminary Prospectus (i) in reliance upon and in conformity with the Underwriter Information, (ii) included in the ABS Tables, (iii) contained in or omitted from the Swap Information or (iv) pricing and price dependent information, which information shall appear in the Final Prospectus but not in the Final Preliminary Prospectus.

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2. Representations, Warranties and Covenants of the Sponsor. Ally Financial, in its capacity as the Sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters that the Sponsor or the Depositor has provided a written representation (the “17g-5 Representation”) to each Rating Agency, which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act. The Sponsor has complied, and will comply, with the 17g-5 Representation in all material respects other than any breach of the 17g-5 Representation (a) that would not have a material adverse effect on the Offered Notes or (b) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(g).

3. Purchase, Sale and Delivery of the Offered Notes. Each Underwriter executing this Agreement on its own behalf and as a Representative of the several Underwriters (the “Representatives”) hereby represents and warrants to the Depositor that it has been authorized by the other Underwriters to execute this Agreement on their behalf. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor, the respective principal balance of each class of Offered Notes set forth opposite the name of such Underwriter on Schedule 1. Each class of Offered Notes is to be purchased at the respective purchase price set forth on Schedule 2, plus accrued interest to the extent set forth on Schedule 2.

4. Delivery and Payment. The Depositor will deliver the Offered Notes to the Representatives for the account of the Underwriters against payment of the purchase price in immediately available funds, at the office of Mayer Brown LLP, 71 South Wacker Drive, Chicago, Illinois 60606, on __________, 20___ at ____:00 a.m. (Chicago time), or at such other time and place not later than seven full business days thereafter as the Representatives and the Depositor determine, such time being herein referred to as the “Closing Date.” The global notes representing the Offered Notes shall be registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes will be available only under limited circumstances.

5. Offering by Underwriters; Representations and Covenants of the Underwriters.

(a) It is understood that the Underwriters propose to offer the Offered Notes for sale to the public (which may include selected dealers) as set forth in the Final Prospectus. Each Underwriter agrees that all such offers and sales by such Underwriter will be made in compliance with all applicable laws and regulations, including all laws and regulations with respect to pricing of the Offered Notes and disclosure of underwriting commissions from the Depositor or any other person.

(b) The Underwriters have not provided and will not provide any ABS Informational and Computational Material to prospective investors. For the purposes hereof, “ABS Informational and Computational Material” as used herein shall have the meanings given such term in Item 1101(a) of Regulation AB under the Exchange Act.

(c) Each Underwriter represents that it has delivered the Final Preliminary Prospectus and the Bloomberg Screen to prospective investors prior to the Applicable Time.

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(d) Each Underwriter, solely with respect to itself, represents, as of the Closing Date, that other than the Base Prospectus, any Preliminary Prospectus, the Final Prospectus and any Free Writing Prospectus identified on Schedule 3, it did not provide any prospective investors with any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Notes, other than those identified on Schedule 4; provided, however, that, notwithstanding the foregoing, the Depositor agrees that each Underwriter may disseminate without the approval of the Depositor one or more “written communications” (as defined in Rule 405 under the Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information contained in any Preliminary Prospectus or (ii) information on Bloomberg to prospective investors relating to (A) the prepayment speed and clean-up call information of the Offered Notes, any derivatives expected to be entered into in connection with the Offered Notes, and the weighted average life and payment window of one or more classes of Offered Notes, (B) a column or other entry showing the status of the subscriptions for the Offered Notes (both for the issuance as a whole and for each Underwriter’s retention) and (C) information customarily included in confirmations of sales of securities and notices of allocations and information contemplated by Rule 134 of the Act (the “Bloomberg Information”), which each Underwriter, solely with respect to itself, represents shall not be required to be filed with the Commission pursuant to the safe harbor provided by Rule 134 or because such information is a Free Writing Prospectus that is not an Issuer Free Writing Prospectus (each such written communication, an “Underwriter Free Writing Prospectus”). As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by such Underwriter.

(e) Each Underwriter severally represents, warrants and agrees with the Depositor that:

(i) each Underwriter Free Writing Prospectus prepared by it will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Offered Notes, when taken as a whole together with the Disclosure Package, include any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no Underwriter makes such representation, warranty or agreement to the extent such untrue statements in or omissions from any Underwriter Free Writing Prospectus were made in reliance upon and in conformity with any (A) written information furnished to the related Underwriter by the Depositor expressly for use in such Underwriter Free Writing Prospectus, which information was not corrected by information subsequently provided by the Depositor to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus, (B) information accurately extracted from any Preliminary Prospectus or the Final Prospectus, which information was not corrected by information subsequently provided by the Depositor to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus or (C) Issuer Information (as defined in Section 5(d));

(ii) each Underwriter Free Writing Prospectus prepared by it shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Act, and shall otherwise conform to any applicable requirements for “free writing prospectuses” under the Act;

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(iii) none of the information in any Underwriter Free Writing Prospectus will conflict with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof; and

(iv) such Underwriter has in place, and covenants that it shall maintain, internal controls and procedures that it reasonably believes to be sufficient to ensure compliance in all material respects with all applicable legal requirements of the Act and the rules and regulations thereunder with respect to the generation and use of Underwriter Free Writing Prospectuses in connection with the offering of the Offered Notes.

(f) Each Underwriter that uses the Internet or other electronic means to offer or sell the Offered Notes severally represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure compliance in all material respects with all applicable legal requirements under the Act and applicable procedures, if any, worked out with the staff of the Commission relating to the use of the Internet or relating to computerized or electronic means of delivery to prospective investors of any Preliminary Prospectus or the Final Prospectus and any related “road-show” materials, in each case in connection with the offering of the Offered Notes.

(g) Each Underwriter severally represents, warrants and agrees with the Depositor and the Sponsor that:

(i) on and prior to the date of this Agreement, it has not delivered (or caused any person other than the Sponsor or any of its affiliates to deliver) any written Rating Agency Information to any nationally recognized statistical rating organization (each, an “NRSRO”), other than the Rating Agency Information set forth on Schedule 6;

(ii) on and after the date of this Agreement, it will not deliver (and will not cause any person other than the Sponsor or any of affiliates to deliver) any written Rating Agency Information to any NRSRO other than with the express written consent of the Sponsor; and

(iii) it has not communicated any Rating Agency Information orally to any NRSRO except in circumstances where an authorized representative of the Sponsor participated in such oral communications.

(h) As of the Applicable Time and as of the Closing Date, each Underwriter has and will have complied with all of its obligations hereunder.

6. Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that:

(a) The Depositor shall furnish to the Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request.

(b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used.

(c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used.

(d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the COLT Basic Documents, the Transfer and Servicing Agreements or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices.

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(e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (c) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance.

(f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above and the Bloomberg Information.

(g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale.

(h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Trust Administrator’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Administration Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to COLT, the Issuing Entity, the CARAT Indenture Trustee, the COLT Indenture Trustee, the CARAT Owner Trustee and the COLT Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Administration Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to COLT, the Issuing Entity, the CARAT Indenture Trustee, the COLT Indenture Trustee, the CARAT Owner Trustee and the COLT Owner Trustee.

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(i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request.

(j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters.

(k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions.

(l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order.

(m) The Depositor acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s-length contractual counterparty to the Depositor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor or any other person. Additionally, each Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriters of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor.

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7. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the following conditions:

(a) The Representatives shall have received a letter, dated as of the date of the Final Preliminary Prospectus, with respect to the Final Preliminary Prospectus; and a letter, dated as of the Closing Date, with respect to the Final Prospectus, each of which is from Deloitte & Touche LLP in form and substance reasonably acceptable to the Representatives.

(b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Depositor and its subsidiaries, taken as a whole, from that set forth in (i) the Disclosure Package as of the Applicable Time and (ii) the Registration Statement and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Depositor, to the foregoing effect. The officer signing such certificate may rely on the best of his/her knowledge as to proceedings pending or threatened.

(c) The Representatives shall have received on the Closing Date an opinion of the General Counsel of the Depositor, dated the Closing Date, in form and substance reasonably acceptable to the Representatives.

(d) The Representatives shall have received on the Closing Date an opinion of Mayer Brown LLP, special counsel to the Depositor, in form and substance reasonably acceptable to the Representatives.

(e) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package as of the date hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of Mayer Brown LLP, special counsel to the Depositor.

(f) The Representatives shall have received a negative assurance letter with respect to the Disclosure Package as of the date hereof and with respect to the Final Prospectus, as of the date thereof and as of the Closing Date, of Kirkland & Ellis LLP, counsel for the Underwriters.

(g) The Representatives shall have received a certificate signed by an executive officer or officers of the Depositor, dated the Closing Date, in which such officer or officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement, the Pooling and Administration Agreement, the Trust Sale and the Administration Agreement and the Trust Agreement are true and correct and that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or before the Closing Date.

(h) On or prior to the Closing Date, the Depositor shall not offer, sell, contract to sell or otherwise dispose of any additional similar asset-backed securities which shall not affect the Depositor’s right to offer, sell, contract to sell or otherwise dispose of the Class D Notes or the CARAT Certificates without the Representatives’ prior written consent.

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(i) The Representatives shall have received on the Closing Date an opinion or opinions of Mayer Brown LLP, special counsel to the Depositor, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives, (i) with respect to the characterization of the transfer of the Lease Assets by Ally Financial to COLT as a sale, (ii) with respect to the characterization of the transfer of the Secured Notes by Ally Financial to the Depositor as a sale, (iii) concluding that a bankruptcy court would not disregard the separate existence of the entities involved in the transfers of the Lease Assets and Secured Notes so as to substantively consolidate the assets and liabilities of Ally Financial, on the one hand, with those entities on the other hand and (iv) concluding that none of the following matters conflicts with, or results in any breach of any terms and provisions of, or constitutes (with or without notice or lapse of time) a default under, or results in the creation of any lien, charge or encumbrance upon any of the property or assets of the Depositor or Ally Financial pursuant to the terms of, any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor or Ally Financial is subject: the issue or delivery of the Offered Notes, the consummation of the transactions contemplated by the CARAT Basic Documents or the COLT Basic Documents, nor the fulfillment of the terms of any of the foregoing.

(j) The Depositor shall have received the ratings letters that assign ratings to the Offered Notes specified in the Ratings Free Writing Prospectus.

[(k) On the Closing Date, the Class A-1 Notes[, the Class D Notes] and the CARAT Certificates shall have been issued by the Trust.]

The Depositor will furnish the Representatives with conformed copies of such further opinions, certificates, letters and documents as the Representatives reasonably request.

8. Indemnification and Contribution. The Depositor agrees to indemnify and hold harmless the Underwriters and each person, if any, who controls an Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Disclosure Package or the Final Prospectus (as amended or supplemented pursuant to Section 6(e) if the Depositor shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission made (i) in reliance upon and in conformity with the Underwriter Information or (ii) in reliance upon information included in the ABS Tables.

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(a) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Depositor, its directors, its officers and any person controlling the Depositor to the same extent as the foregoing indemnity from the Depositor to such Underwriter in Section 8(a), but only with reference to

(i) information relating to the Underwriter Information; and the Depositor acknowledges that the following items constitute the only “Underwriter Information”:

(1) the statements made by the Underwriters under the caption “Underwriting” in the Disclosure Package and the Final Prospectus with respect to the following:

a. the legal names of the Underwriters in the table titled “Aggregate Principal Amount to be Purchased”;

b. the table relating to selling concessions and reallowances and the paragraph of text preceding such table; and

c. to the extent the [            ] to last sentence under the caption “Underwriting” applies to the Underwriters, the representation of the Underwriters relating to purchase transactions, over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids; and

(2) each of the Underwriters’ “street names” on the front cover and the back cover, if any, of the Final Preliminary Prospectus and the Final Prospectus; and

(ii) any Underwriter Free Writing Prospectus (as defined in Section 5(d)), when taken as a whole together with the Disclosure Package;

provided, however, that no Underwriter shall be liable to the extent that any such loss, claim, damage or liability arises out of or is based upon any statement in or omission from any Underwriter Free Writing Prospectus in reliance upon and in conformity with (A) any written information furnished to the related Underwriter by the Depositor expressly for use therein, which information was not corrected by information subsequently provided by the Depositor to such Underwriter prior to the time of use of such Underwriter Free Writing Prospectus, (B) information accurately extracted from any Preliminary Prospectus or the Final Prospectus, which information was not corrected by information subsequently provided by the Depositor to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus or (C) Issuer Information (as defined in Section 5(d)).

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In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Sections 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in writing by the Representatives in the case of parties indemnified pursuant to Section 8(a) and by the Depositor in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened proceeding in respect of which any indemnified party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or admission of, fault, culpability or a failure to act by or on behalf of the indemnified party.

If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or 8(b) or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Depositor on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Depositor on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Depositor or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

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The Depositor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, the Underwriters shall not be required to contribute any amount in excess of the amount by which the total price at which the Offered Notes were offered for sale exceeds the amount of any damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this Section 7 to indemnify and contribute are several in proportion to their respective underwriting obligations and not joint.

The indemnity and contribution agreements contained in this Section 8 and the representations and warranties of the Depositor in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by any Underwriter or on behalf of any Underwriter or any person controlling the Underwriters or by or on behalf of the Depositor, its directors or officers or any person controlling the Depositor, and (iii) acceptance of, and payment for, any of the Offered Notes.

9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

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10. Termination.

(a) If this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of the Depositor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Depositor shall be unable to perform its obligations under this Agreement, the Depositor will reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their outside counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Notes.

(b) The Representatives may terminate this Agreement (upon consultation with the Depositor) at any time prior to the Closing Date if, in the opinion of the Representatives, there shall have been such a change in national or international financial, political or economic conditions that in their view will have a materially adverse effect on the success of the offering and distribution of or a secondary market for the Offered Notes in the United States. After consultation with the Depositor, the parties to this Agreement shall be released and discharged from their respective obligations under this Agreement without liability on the part of either the Underwriters or on the part of the Depositor (other than under Section 8), and, notwithstanding Section 10(a), each party will pay its own expenses.

11. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters or the Depositor or any of their officers or directors or any controlling persons, and will survive delivery of and payment for the Offered Notes.

12. Notices. All communications hereunder will be in writing, and, if sent to the Representatives, will be mailed, delivered or sent by facsimile transmission and confirmed to the Representatives at [contact information for lead underwriters]; or, if sent to the Depositor, will be mailed, delivered or sent by facsimile transmission and confirmed to it at 200 Renaissance Center, 12th Floor, Detroit, Michigan 48265; Attention: Director – U.S. Securitization, facsimile: (313) 665-6351.

13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.

14. Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

15. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

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16. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Representatives are each required to obtain, verify and record information that identifies its clients, including the Depositor, which information may include the name and address of its clients, as well as other information that will allow the Underwriters to properly identify its clients.

17. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated. Singular also includes the plural.

“ABS Tables” shall mean the tables (other than the table under the caption “Weighted Average Life of the Notes—Percent of Initial Note Principal Balance Outstanding at Various ABS Percentages” in the Disclosure Package and the Final Prospectus, as applicable.

“Act” shall mean the Securities Act of 1933, as amended and the rules and regulations of the Commission promulgated thereunder.

“Applicable Time” means ____, 20__.

“Base Prospectus” means the prospectus in the form it appears in the Registration Statement at the Effective Date or in the form most recently revised and filed with the Commission pursuant to Rule 424(b).

“Bloomberg Information” has the meaning set forth in Section 5(d).

“Bloomberg Screen” means the Bloomberg Information contained in the Bloomberg screen identified in Schedule 3 hereto and filed with the Commission as a Free Writing Prospectus on __________, 20___.

“Closing Date” has the meaning set forth in Section 4.

“Commission” means the Securities and Exchange Commission.

“Disclosure Package” means the following, taken as a whole (i) the Final Preliminary Prospectus, (ii) the Issuer Free Writing Prospectuses, if any, identified on Schedule 3 hereto and (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“DTC” has the meaning set forth in Section 4.

“Effective Date” means with respect to any part of the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement relating thereto, the date and time that such part of the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement relating thereto became or becomes effective.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

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“Final Preliminary Prospectus” means the Preliminary Prospectus, dated as of __________, 20__, relating to the $_____________ aggregate principal amount of Offered Notes.

“Final Prospectus” means the final prospectus supplement relating to the Offered Notes that was first filed pursuant to Rule 424(b) after the Applicable Time, together with the Base Prospectus, and otherwise satisfies Section 10(a) of the Act. For the purposes of this definition, the Final Prospectus shall include the “Static Pool Data” set forth in Appendix A thereto.

“Free Writing Prospectus” means a free writing prospectus, as defined in Rule 405.

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433, relating to the Offered Notes that (i) is required to be filed with the Commission by the Depositor or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Offered Notes or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Depositor’s records pursuant to Rule 433(g).

“Issuer Information” has the meaning set forth in Section 5(d).

“NRSRO” has the meaning set forth in Section 5(g).

“Preliminary Prospectus” means any preliminary prospectus supplement listed on Schedule 5 or filed with the Commission pursuant to Rule 424(b) to the Base Prospectus that describes the Offered Notes and the offering thereof and is used prior to filing of the Final Prospectus, together with the Base Prospectus. For purposes of this definition, information contained in a form of prospectus or preliminary prospectus supplement that is deemed to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Preliminary Prospectus only as of the actual time that form of prospectus or prospectus supplement is filed with the Commission pursuant to Rule 424(b), and shall include the “Static Pool Data” set forth in Appendix A thereto.

“Rating Agency” As of any date, any NRSRO requested by the Depositor to provide a rating on the Notes which is rating the Notes on such date.

“Rating Agency Information” means any information provided for the purpose of (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables.

“Ratings Free Writing Prospectus” means the free writing prospectus setting forth the ratings on the Offered Notes identified in Schedule 3 hereto and filed with the Commission as a Free Writing Prospectus on                     , 2010.

“Registration Statement” means the registration statement referred to in Section 3(a) above, including exhibits incorporated by reference therein and any prospectus or prospectus supplement relating to the Offered Notes that is filed with the Commission pursuant to Rule 424 and deemed part of such registration statement pursuant to Rule 430B, as amended at the Applicable Time (or, if not effective at the Applicable Time, in the form in which it shall become effective), and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. Such term shall include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

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“Rule 134,” “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 430A,” “Rule 430B,” “Rule 433” and “Rule 462” refer to such rules under the Act.

“Rule 462(b) Registration Statement” means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 2(a) hereof.

“Swap Information” means the information under the caption “The Transfer and Servicing Agreements—Interest Rate Swaps—Swap Counterparty” in the Disclosure Package or the Final Prospectus, as applicable.

[SIGNATURES FOLLOW]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Depositor and you in accordance with its terms.

Very truly yours,

CAPITAL AUTO RECEIVABLES LLC

By:

Name:

Title:

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written by the undersigned acting on their own behalf and as a Representative of the several Underwriters.

By:

Name:

Title:

SCHEDULE 1

Underwriter Class
A-2a
Notes Class
A-2b
Notes Class
A-3a
Notes Class
A-3b
Notes Class
A-4
Notes Class
B-1
Notes Class
B-2
Notes Class C
Notes

Sch. 1-1

SCHEDULE 2

Class	Interest Rate	Purchase Price
Class A-2a Notes
Class A-2b Notes
Class A-3a Notes
Class A-3b Notes
Class A-4 Notes
Class B-1 Notes
Class B-2 Notes
Class C Notes

Sch. 2-1

SCHEDULE 3

Issuer Free Writing Prospectuses

[(1) The Bloomberg Screen.]

[(2) The Ratings Free Writing Prospectus.]

Sch. 3-1

SCHEDULE 4

“Written Communication” (as defined in Rule 405 under the Act) Provided to Prospective

Investors and Not Identified in Section 5(d)

[None.]

Sch. 4-1

SCHEDULE 5

Preliminary Prospectuses

(1) [Preliminary Prospectus, dated as of _________, 20___, relating to $_________ aggregate principal amount of Offered Notes].

[(2)] Final Preliminary Prospectus, as defined herein.

Sch. 5-1

SCHEDULE 6

Rating Agency Information

EX-3.3

EXHIBIT 3.3

CENTRAL ORIGINATING LEASE TRUST

COLT 20     -SN      SUPPLEMENT DECLARATION OF TRUST

Between

CENTRAL ORIGINATING LEASE, LLC

as Residual Certificateholder

and

[DEUTSCHE BANK TRUST COMPANY DELAWARE],

as COLT Owner Trustee

Dated as of             , 20    

TABLE OF CONTENTS

		Page
ARTICLE IX	DEFINITIONS; THIRD-PARTY BENEFICIARIES	2
Section 9.1	Definitions	2
Section 9.2	Rights in Respect of Series 20    -SN	2
ARTICLE X	CREATION OF SERIES 20    -SN	2
Section 10.1	Creation of the Series 20    -SN   Portfolio and Series 20    -SN	2
Section 10.2	Issuance and Form of Sold Series Certificate	3
Section 10.3	Transferability of Series Interests	4
Section 10.4	Pledge of Series 20    -SN   Portfolio	4
Section 10.5	Information to be Provided by the COLT Owner Trustee	4
ARTICLE XI	MISCELLANEOUS PROVISIONS	6
Section 11.1	Amendment, Etc	6
Section 11.2	Governing Law	6
Section 11.3	Notices	6
Section 11.4	Severability of Provisions	7
Section 11.5	Effect of COLT Series Supplement on Declaration of Trust and Basic Documents	7
Section 11.6	Each Series Separate; Assignees of Series	7
Section 11.7	Nonpetition; Release of Claims	8
Section 11.8	Tax Matters	8

-i-

COLT SUPPLEMENT 20    -SN  

DECLARATION OF TRUST

THIS COLT SUPPLEMENT 20    -SN   TO DECLARATION OF TRUST (as amended, modified or supplemented from time to time, the “COLT Series Supplement”), is dated and effective as of             , 20     between CENTRAL ORIGINATING LEASE, LLC, a Delaware limited liability company (“COLT, LLC”), as the holder of the residual interest in Central Originating Lease Trust, a Delaware statutory trust (“COLT”) (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”).

WHEREAS, COLT was created pursuant to a Declaration of Trust, dated as of December 13, 2006 (as it may be amended from time to time, the “Declaration of Trust”), by [Deutsche Bank Trust Company Delaware], as COLT Owner Trustee, and acknowledged, accepted and agreed to by COLT, LLC, as Residual Certificateholder, 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;

WHEREAS, COLT, Ally Financial Inc. (“Ally Financial”), GMAC, as Servicer (in such capacity, the “Servicer”), and Citibank, N.A., as COLT Indenture Trustee (the “COLT Indenture Trustee”), also have entered into that certain COLT Servicing Agreement, dated as of             , 20     (as it may be amended from time to time, the “COLT Servicing Agreement”), which provides, among other things, for the servicing of the Series 20    -SN   Lease Assets by the Servicer;

WHEREAS, the Declaration of Trust contemplates that, from time to time the COLT Owner Trustee, on behalf of COLT and at the direction of the Residual Certificateholder, will identify and allocate on COLT’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 COLT (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;

WHEREAS, 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 COLT, certain Lease Assets to the Series 20    -SN   Portfolio, which shall consist of the Series 20    -SN   Lease Assets; (ii) create and issue the COLT 20    -SN   Certificate that will evidence and represent the entire and exclusive equity beneficial ownership interest in Series 20    -SN   and the interests in the Series 20    -SN   Portfolio represented thereby; (iii) provide for COLT’s continued holding of record title to the Series 20    -SN   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 benefit of) the holder of the COLT 20    -SN   Certificate and the other Series 20    -SN   Further Holders; and (iv) set forth the terms and conditions thereof; and

WHEREAS, concurrently herewith, pursuant to the COLT Indenture, COLT is issuing the COLT 20    -SN   Secured Notes.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

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 20    -SN  .

The holder and pledgees of the COLT 20    -SN   Secured Notes and the COLT 20    -SN   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 20    -SN   and such holders or pledgees.

ARTICLE X

CREATION OF SERIES 20    -SN  

Section 10.1 Creation of the Series 20    -SN   Portfolio and Series 20    -SN  .

(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 COLT on the books and records of COLT 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 20    -SN   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 (collectively, the “Series 20    -SN   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 20    -SN   Lease Assets such portfolio of Trust Assets to be held by COLT, as agent and nominee of the holder of the COLT 20    -SN   Certificate, each such Series 20    -SN   Lease Asset to be identified for all purposes on the books and accounts of COLT as belonging exclusively to the Series 20    -SN   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 20    -SN  ” and which shall represent an exclusive and specific divided equity beneficial ownership interest solely in the Series 20    -SN   Portfolio and those proceeds or assets derived from or earned by such Series 20    -SN   Portfolio.

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(c) The COLT Owner Trustee is hereby authorized to execute and deliver the COLT 20    -SN   Basic Documents to which COLT is a party.

(d) From time to time after the date hereof, Series 20    -SN   Lease Assets may be removed from Series 20    -SN   in accordance with the COLT Indenture and the COLT Servicing Agreement. As of any date of determination, the Series 20    -SN   Portfolio shall include the Lease Assets listed on the Series 20    -SN   Lease Assets Schedule maintained by the Servicer pursuant to Section 2.18 of the COLT Servicing Agreement.

(e) Legal title to all the Series 20    -SN   Portfolio shall be vested at all times in COLT as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Series 20    -SN   Portfolio to be vested in a trustee or trustees, in which case title shall be deemed to be transferred to and vested in the COLT Owner Trustee, a co-trustee and/or a separate trustee or any successor thereto, as the case may be. Any such trustee shall take such part of the Series 20    -SN   Portfolio subject to the security interest therein of the COLT Indenture Trustee or the COLT 20    -SN   Secured Noteholders, as applicable, established under the COLT Indenture. Such trustee’s acceptance of its appointment shall constitute acknowledgment of such security interest and shall constitute a Grant to the COLT Indenture Trustee of a security interest in all property held by such trustee. Any such trustee shall prepare and file all such financing statements naming such trustee as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of the COLT Indenture Trustee

Section 10.2 Issuance and Form of Sold Series Certificate.

(a) Series 20    -SN   shall be represented by a COLT 20    -SN   Certificate which shall represent an exclusive divided equity beneficial ownership interest in Series 20    -SN   and the Series 20    -SN   Portfolio, as further set forth herein. The COLT 20    -SN   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 20    -SN   Certificate may be set forth on the reverse thereof. The COLT 20    -SN   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 20    -SN   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 20    -SN   Portfolio and those proceeds or assets derived from or earned by such Series 20    -SN   Portfolio.

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Section 10.3 Transferability of Series Interests. Interests in Series 20    -SN   and the COLT 20    -SN   Certificate shall be freely transferable, subject to the restrictions set forth in Sections 3.2(e) and 4.2 of the Declaration of Trust, applicable law and any contractual provisions limiting such transferability to which the holder of Series 20    -SN   and the COLT 20    -SN   Certificate shall have otherwise agreed. Notwithstanding the foregoing, no transfer of the COLT 20    -SN   Certificate or Series 20    -SN   represented thereby shall be effective unless and until the COLT 20    -SN   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 20    -SN   Portfolio. The parties hereto acknowledge and agree that the Trust, pursuant to the COLT Indenture, will pledge those Trust Assets comprising the Series 20    -SN   Portfolio to the COLT Indenture Trustee to secure COLT’s obligations under the COLT 20    -SN   Secured Notes.

Section 10.5 Information to be Provided by the COLT Owner Trustee.

(a) The COLT Owner Trustee agrees to cooperate in good faith with any reasonable request by COLT or CARI for information regarding the COLT Owner Trustee that is required in order to enable COLT or CARI to comply with the provisions of Items 1117 and 1119 of Regulation AB as it relates to the COLT Owner Trustee or to the COLT Owner Trustee’s obligations under this Agreement.

(b) Except to the extent disclosed by the COLT Owner Trustee pursuant to Section 10.5(c) or (d) below, the COLT Owner Trustee shall be deemed to have represented to COLT and CARI on the first day of each Collection Period with respect to the prior Collection Period that, to the best of its knowledge, there were no legal or governmental proceedings pending (or known to be contemplated) against [Deutsche Bank Trust Company Delaware] or any property of [Deutsche Bank Trust Company Delaware] that would be material to any CARAT 20    -SN   Noteholder or, to the extent that the CARAT 20    -SN   Certificates are registered under the Securities Act for public sale, any holder of such CARAT 20    -SN   Certificates.

(c) The COLT Owner Trustee shall, as promptly as practicable following notice to or discovery by the Owner Trustee of any changes to any information regarding the COLT Owner Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to COLT and CARI, in writing, such updated information.

(d) The COLT Owner Trustee shall deliver to COLT and CARI on or before March 15 of each year, beginning with March 15, 20    , a report of a representative of the COLT Owner Trustee with respect to the immediately preceding calendar year certifying, on behalf of the COLT Owner Trustee, that except to the extent otherwise disclosed in writing to COLT and CARI, to the best of his or her knowledge, there were no legal or governmental proceedings pending (or known to be contemplated) against [Deutsche Bank Trust Company Delaware] or any property of [Deutsche Bank Trust Company Delaware] that would be material to any CARAT 20    -SN   Noteholder or, to the extent that the CARAT 20    -SN   Certificates are registered under the Securities Act for public sale, any holder of such CARAT 20    -SN   Certificates.

4

(e) The COLT Owner Trustee shall deliver to COLT and CARI on or before March 15 of each year, beginning with March 15, 20    , a report of a representative of the COLT Owner Trustee with respect to the immediately preceding calendar year providing to COLT and CARI such information regarding the COLT Owner Trustee as is required for the purpose of compliance with Item 1119 of Regulation AB. Such information shall include, at a minimum, a description of any affiliation between the COLT Owner Trustee and any of the following parties to the CARAT 20    -SN   securitization transaction, as such parties are identified to the COLT Owner Trustee by COLT and CARI in writing in advance of the CARAT 20    -SN   securitization transaction:

(i) CARI;

(ii) Ally Financial;

(iii) COLT;

(iv) COLT LLC;

(v) the Trust;

(vi) the Servicer;

(vii) the Trust Administrator;

(viii) the COLT Indenture Trustee;

(ix) the CARAT Indenture Trustee;

(x) the CARAT Owner Trustee;

(xi) the Swap Counterparty (as defined in Appendix A to the Trust Sale and Administration Agreement); and

(xii) any other material transaction party.

In connection with its report regarding the parties listed in clauses (i) through (xii) above, the COLT Owner Trustee shall include a description of whether there is, and if so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the CARAT 20    -SN   securitization transaction, between the COLT Owner Trustee and any of the parties listed above, that currently exists or that existed during the two calendar years immediately preceding the date of such report and that is material to an investor’s understanding of the asset backed securities issued in the CARAT 20    -SN   securitization transaction.

5

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 20    -SN   and the Series 20    -SN   Portfolio, may be amended in accordance with this Section 11.1.

(b) The Declaration of Trust and this COLT Series 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 in any manner that shall not adversely affect in any material respect the interests of any COLT 20    -SN   Secured Noteholder or the COLT 20    -SN   Certificateholder; provided, however, 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 COLT and (B) cause COLT to be taxable as a corporation for federal or any applicable state income or franchise tax purposes.

(c) The Declaration of Trust may be amended from time to time, with prior notice to each Rating Agency by COLT, LLC (if any Rated Notes are outstanding), 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 COLT Series Supplement may be amended in any respect from time to time, by the parties hereto, in each case with the consent of the COLT 20    -SN   Secured Noteholders (if the COLT 20    -SN   Secured Noteholders are materially adversely affected thereby) or the COLT 20    -SN   Certificateholders (if the COLT 20    -SN   Certificateholders are 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 THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH 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.

6

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, 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 20    -SN   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 20    -SN  , 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 20    -SN  , general references in the Declaration of Trust to: (i) the Series Portfolio shall be deemed to refer more specifically to the Series 20    -SN   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 20    -SN   is a separate series of COLT as provided in Section 3806(b)(2) of the Statutory Trust Act. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to Series 20    -SN   or the Series 20    -SN   Lease Assets shall be enforceable against the Series 20    -SN   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 20    -SN   Lease Assets are not subject to claims, liabilities, expenses or obligations arising from or with respect to COLT, 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 20    -SN   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 COLT (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 Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Statutory Trust Act 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 COLT and each Series and the Residual Interest. Any purchaser, assignee or pledgee of an interest in Series 20    -SN   or the COLT

7

20    -SN   Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to COLT 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 Series Certificate, to release all claims to the assets of COLT 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 COLT 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 COLT 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 20    -SN   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 COLT, acquiesce, petition or otherwise invoke or cause COLT to invoke the process of any Governmental 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 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, COLT 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 20    -SN   Series Portfolio, other than the Vehicles contained therein, solely for the benefit of, and as agent and nominee of, the holder of the COLT 20    -SN   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]

8

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:

S-1 COLT 20    -SN   Supplement to Declaration

SCHEDULE I

Schedule of Series 20 -SN Lease Assets

On file with Ally Financial

EXHIBIT A

FORM OF COLT 20    -SN   CERTIFICATE

CENTRAL ORIGINATING LEASE TRUST

COLT 20    -SN   CERTIFICATE

            , 20    

Evidencing a divided beneficial interest in all Series 20    -SN   Lease Assets (as defined below).

(This Certificate does not represent an interest in or obligation of Ally Financial Inc., Central Originating Lease, LLC or any of their Affiliates, except to the extent described below).

Number Series 20    -SN  

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 20    -SN   SUPPLEMENT TO THE DECLARATION OF TRUST (AS DEFINED BELOW).

THIS CERTIFICATE (OR ANY 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 U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), WHETHER OR NOT IT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (iii) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING (EACH, A “BENEFIT PLAN INVESTOR”). 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 INVESTOR AND IS NOT PURCHASING ON BEHALF OF A BENEFIT PLAN INVESTOR 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 20    -SN   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,

Exhibit A-1

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”). COLT exists pursuant to the Declaration of Trust, dated as of December 13, 2006 (as it may be amended from time to time, the “Declaration of Trust”), by the COLT Owner Trustee and acknowledged, accepted and agreed to by COLT, LLC, as Residual Certificateholder, and Ally Financial Inc., as supplemented for purposes hereof by that certain COLT 20    -SN   Supplement to Declaration of Trust dated as of             , 20    (as it may be amended from time to time, the “COLT 20    -SN   Supplement to the Declaration”), between COLT, LLC, 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 COLT 20    -SN   Supplement to the Declaration, and is designated as “Central Originating Lease Trust 20    -SN   Certificate” (the “COLT 20    -SN   Certificate”). This COLT 20    -SN   Certificate is issued under and is subject to the terms, provisions and conditions of the Declaration of Trust (including the COLT 20    -SN   Supplement to the Declaration), the terms of which are incorporated herein by reference and made a part hereof, to which Declaration of Trust the holder of this COLT 20    -SN   Certificate by virtue of the acceptance hereof assents and by which such holder is bound. There has also been issued under the Declaration of Trust, a Residual Certificate (the “Residual Certificate”) and various additional series of Certificates representing Series of equity beneficial interests (each such additional Certificate, a “Series Certificate” and, together with the Residual Certificate, the “Certificates”). The Residual Certificate evidences an exclusive, undivided beneficial interest in the Trust Assets other than Trust Assets allocated to a particular Series (each as defined in the Declaration of Trust), and each series of Series Certificates, taken together, will evidence an exclusive divided beneficial interest in a separate Series Portfolio (as defined below).

The Declaration of Trust provides that, from time to time, certain of the Trust Assets will be identified and allocated on the records of COLT 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 COLT. Pursuant to the COLT 20    -SN   Supplement to the Declaration of Trust, various Trust Assets (the “Series 20    -SN   Lease Assets”) were identified and allocated on the records of COLT into a separate Series Portfolio (the “Series 20    -SN   Portfolio”), and the equity beneficial interest in the Series 20    -SN   Portfolio was designated as a separate Series known as the “Series 20    -SN  .” The rights of the holder of this Certificate to the proceeds of the Series 20    -SN   Lease Assets are and will be further set forth in the Declaration of Trust and the COLT 20    -SN   Supplement to the Declaration of Trust.

This Certificate does not represent an obligation of, or an interest in Ally Financial Inc., COLT, LLC or the COLT Owner Trustee, or any of their respective Affiliates (other than COLT). This Certificate is limited in right of payment to certain collections and recoveries respecting the Series 20    -SN   Lease Assets allocated to the Series 20    -SN   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.

Exhibit A-2

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 or assets of COLT other than those from time to time included within the Series 20    -SN   Portfolio as Series 20    -SN   Lease Assets and those proceeds or assets derived from or earned by such Series 20    -SN   Lease Assets.

The COLT 20    -SN   Supplement to the Declaration permits, with certain exceptions provided therein, the amendment of the Declaration of Trust and the COLT 20    -SN   Supplement to the Declaration, and the modification of the rights and obligations of the parties thereto with respect to the Series 20    -SN   Lease Assets, the Series 20    -SN   Portfolio and Series 20    -SN   and the rights of the holder of the COLT 20    -SN   Certificate at any time by the holder of the COLT 20    -SN   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 COLT 20    -SN   Supplement to the Declaration also permits the amendment thereof, in certain circumstances, without the consent of any Person other than the Residual Certificateholder and the COLT Owner Trustee.

The holder of this Certificate (and each pledgee of this Certificate, by virtue of its acceptance of such pledge) covenants and agrees that it shall not, prior to the date which is one year and one day after the termination of the Declaration of Trust, acquiesce, petition or otherwise invoke or cause COLT to invoke the process of any Governmental 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.

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 COLT 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.

Exhibit A-3

No interest in Series 20    -SN  , this Certificate or the Series 20    -SN   Portfolio shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, COLT would become a publicly traded partnership.

THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

[Remainder of page intentionally left blank.]

Exhibit A-4

IN WITNESS WHEREOF, the COLT Owner Trustee on behalf of COLT and not in its individual capacity has caused this COLT 20    -SN   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-5

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Series Certificates referred to in the Declaration of Trust and in the COLT 20    -SN   Supplement to the Declaration of Trust.

Dated as of             , 20    

[DEUTSCHE BANK TRUST COMPANY DELAWARE], as COLT Owner Trustee
By:	[DEUTSCHE BANK TRUST
	COMPANY AMERICAS], as
	Authenticating Agent
By:
	Authorized Officer

Exhibit A-6

EX-4.1

EXHIBIT 4.1

CAPITAL AUTO RECEIVABLES ASSET TRUST 20    -SN  

TRUST AGREEMENT

BETWEEN

CAPITAL AUTO RECEIVABLES, LLC

DEPOSITOR

AND

[                    ]

CARAT OWNER TRUSTEE

DATED AS OF             , 20    

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

		Page
Section 1.1	Definitions	1
ARTICLE II
ORGANIZATION
Section 2.1	Name	1
Section 2.2	Office	1
Section 2.3	Purposes and Powers	1
Section 2.4	Appointment of CARAT Owner Trustee	2
Section 2.5	Initial Capital Contribution of CARAT Owner Trust Estate	2
Section 2.6	Declaration of Trust	3
Section 2.7	Liability of the CARAT 20    -SN   Certificateholders	3
Section 2.8	Title to Trust Property	3
Section 2.9	Situs of Trust	3
Section 2.10	Representations and Warranties of the Seller	3
Section 2.11	Tax Treatment	4
Section 2.12	Merger and Consolidation of the Depositor	5
ARTICLE III
THE CARAT 20    -SN   CERTIFICATES
Section 3.1	Initial Beneficial Ownership	5
Section 3.2	Form of the CARAT 20    -SN   Certificates	5
Section 3.3	Execution, Authentication and Delivery	6
Section 3.4	Registration; Registration of Transfer and Exchange of CARAT 20    -SN   Certificates	6
Section 3.5	Mutilated, Destroyed, Lost or Stolen CARAT 20    -SN   Certificates	8
Section 3.6	Persons Deemed CARAT 20    -SN   Certificateholders	9
Section 3.7	Access to List of CARAT 20    -SN   Certificateholders’ Names and Addresses	9
Section 3.8	Maintenance of Corporate Trust Office	9
Section 3.9	Appointment of Paying Agent	10
Section 3.10	Depositor as CARAT 20    -SN   Certificateholder	10

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TABLE OF CONTENTS

(continued)

ARTICLE IV

ACTIONS BY CARAT OWNER TRUSTEE

		Page
Section 4.1	Prior Notice to CARAT 20    -SN   Certificateholders with Respect to Certain Matters	10
Section 4.2	Action by CARAT 20    -SN   Certificateholders with Respect to Certain Matters	11
Section 4.3	Action by CARAT 20    -SN   Certificateholders with Respect to Bankruptcy	11
Section 4.4	Restrictions on CARAT 20    -SN   Certificateholders’ Power	12
Section 4.5	Majority Control	12
ARTICLE V
APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
Section 5.1	Establishment of Certificate Distribution Account	12
Section 5.2	Application of Trust Funds	13
Section 5.3	Method of Payment	14
Section 5.4	Accounting and Reports to the CARAT 20    -SN   Certificateholders, the Internal Revenue Service and Others	14
Section 5.5	Signature on Returns; Other Tax Matters	14
ARTICLE VI
THE CARAT OWNER TRUSTEE
Section 6.1	Duties of CARAT Owner Trustee	15
Section 6.2	Rights of CARAT Owner Trustee	16
Section 6.3	Acceptance of Trusts and Duties	16
Section 6.4	Action Upon Instruction by CARAT 20    -SN   Certificateholders	18
Section 6.5	Furnishing of Documents	19
Section 6.6	Representations and Warranties of CARAT Owner Trustee	19
Section 6.7	Reliance; Advice of Counsel	20
Section 6.8	CARAT Owner Trustee May Own CARAT 20    -SN   Certificates and CARAT 20    -SN   Notes	20
Section 6.9	Compensation and Indemnity	20
Section 6.10	Replacement of CARAT Owner Trustee	21
Section 6.11	Merger or Consolidation of CARAT Owner Trustee	22
Section 6.12	Appointment of Co-Trustee or Separate Trustee	22

-ii-

TABLE OF CONTENTS

(continued)

		Page
Section 6.13	Eligibility Requirements for CARAT Owner Trustee	23
ARTICLE VII
TERMINATION OF TRUST AGREEMENT
Section 7.1	Termination of Trust Agreement	24
ARTICLE VIII
AMENDMENTS
Section 8.1	Amendments Without Consent of Certificateholders or Noteholders	25
Section 8.2	Amendments With Consent of CARAT 20    -SN   Certificateholders and CARAT 20    -SN   Noteholders	25
Section 8.3	Form of Amendments	26
ARTICLE IX
MISCELLANEOUS
Section 9.1	No Legal Title to CARAT Owner Trust Estate	27
Section 9.2	Limitations on Rights of Others	27
Section 9.3	Derivative Actions	27
Section 9.4	Notices	27
Section 9.5	Severability	27
Section 9.6	Counterparts	27
Section 9.7	Successors and Assigns	28
Section 9.8	No Petition	28
Section 9.9	No Recourse	28
Section 9.10	Headings	29
Section 9.11	Governing Law	29
Section 9.12	Indemnification by and Reimbursement of the Trust Administrator	29
Section 9.13	Effect of Amendment and Restatement	29
Section 9.14	Information to be Provided by the Owner Trustee	30
Section 9.15	Transfer Restrictions on CARAT 20    -SN   Certificates	31

EXHIBITS
EXHIBIT A	Form of CARAT 20    -SN   Certificate
EXHIBIT B	CARAT 20    -SN   Certificate of Capital Auto Receivables Asset Trust 20    -SN
EXHIBIT C	Form of Undertaking Letter

-iii-

TRUST AGREEMENT, dated as of             , 20    , (this “Trust Agreement”), between CAPITAL AUTO RECEIVABLES, LLC, a Delaware limited liability company, as Depositor, and [                    ], as trustee and not in its individual capacity (the “CARAT Owner Trustee”).

WHEREAS, the Depositor and the CARAT Owner Trustee previously entered into a certain trust agreement dated             , 20     (the “Original Trust Agreement”), which contemplated this Trust Agreement; and

WHEREAS, the Depositor and the CARAT Owner Trustee desire hereby to amend and restate the Original Trust Agreement in its entirety.

NOW, THEREFORE, the Depositor and the CARAT Owner Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions. Certain capitalized terms used in this Agreement shall have the respective meanings assigned to them in Part I of Appendix A to the Trust Sale and Administration Agreement, dated as of the date hereof, among the Depositor, the Trust Administrator and the Trust (the “Trust Sale and Administration Agreement”). All references herein to “the Agreement” or “this Agreement” are to this Trust Agreement, and all references herein to Articles, Sections and subsections are to Articles, Sections and subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.

ARTICLE II

ORGANIZATION

Section 2.1 Name. The Trust continued hereby shall be known as “Capital Auto Receivables Asset Trust 20    -SN  ” in which name the CARAT Owner Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued on behalf of the Trust. The CARAT Owner Trustee is hereby authorized to file the Certificate of Trust on behalf of the Trust pursuant to Section 3810(a) of the Statutory Trust Act.

Section 2.2 Office. The office of the Trust shall be in care of the CARAT Owner Trustee at the Corporate Trust Office or at such other address in Delaware as the CARAT Owner Trustee may designate by written notice to the CARAT 20    -SN   Certificateholders and the Depositor.

Section 2.3 Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities:

(a) to acquire, manage and hold the COLT 20    -SN   Secured Notes and the other assets of the Trust;

(b) to issue the CARAT 20    -SN   Notes pursuant to the CARAT Indenture and the CARAT 20    -SN   Certificates pursuant to this Agreement, and to sell, transfer or exchange the CARAT 20    -SN   Notes and the CARAT 20    -SN   Certificates;

(c) to acquire certain property and assets from the Depositor on the Series 20    -SN   Closing Date pursuant to the Trust Sale and Administration Agreement and any other Further Transfer and Administration Agreement, to make payments to the CARAT 20    -SN   Noteholders and the CARAT 20    -SN   Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust;

(d) to assign, grant, transfer, pledge, mortgage and convey the CARAT Trust Estate pursuant to the terms of the CARAT Indenture and to hold, manage and distribute to the CARAT 20    -SN   Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Administration Agreement any portion of the CARAT Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the CARAT Indenture;

(e) to enter into and perform its obligations and exercise its rights under the CARAT Basic Documents to which it is to be a party;

(f) to enter into any interest rate swaps and caps and other derivative instruments in connection with the CARAT 20    -SN   Notes and the CARAT 20    -SN   Certificates;

(g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(h) subject to compliance with the CARAT Basic Documents, to engage in such other activities as may be required in connection with conservation of the CARAT Owner Trust Estate and the making of distributions to the Securityholders.

The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the CARAT Basic Documents.

Section 2.4 Appointment of CARAT Owner Trustee. The Depositor hereby appoints the CARAT Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein.

Section 2.5 Initial Capital Contribution of CARAT Owner Trust Estate. The Depositor has sold, assigned, transferred, conveyed and set over to the CARAT Owner Trustee, as of             , 20    , the sum of $1. The CARAT Owner Trustee hereby acknowledges receipt in trust from the Depositor, as of             , 20    , of the foregoing contribution, which constituted the initial CARAT Owner Trust Estate and has been or will be deposited in the Certificate Distribution Account. The Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the CARAT Owner Trustee, promptly reimburse the CARAT Owner Trustee for any such expenses paid by the CARAT Owner Trustee.

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Section 2.6 Declaration of Trust. The CARAT Owner Trustee hereby declares that it shall hold the CARAT Owner Trust Estate (in the name of the Trust and not in the CARAT Owner Trustee’s name for the Trust, except as required by, and in accordance with, Section 2.8) in trust upon and subject to the conditions set forth herein for the use and benefit of the CARAT 20    -SN   Certificateholders, subject to the obligations of the Trust under the CARAT Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act, that this Agreement constitute the governing instrument of such statutory trust and that the CARAT 20    -SN   Certificates represent the beneficial interests therein. The rights of the CARAT 20    -SN   Certificateholders shall be determined as set forth herein and in the Statutory Trust Act and the relationship between the parties hereto created by this Agreement shall not constitute indebtedness for any purpose. Effective as of the date hereof, the CARAT Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust.

Section 2.7 Liability of the CARAT 20    -SN   Certificateholders. CARAT 20    -SN   Certificateholders and holders of beneficial interests therein shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

Section 2.8 Title to Trust Property. Legal title to all the CARAT Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the CARAT Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be transferred to and vested in the CARAT Owner Trustee, a co-trustee and/or a separate trustee, as the case may be. Any such trustee shall take such part of the CARAT Owner Trust Estate subject to the security interest of the CARAT Indenture Trustee therein established under the CARAT Indenture. Such trustee’s acceptance of its appointment shall constitute acknowledgment of such security interest and shall constitute a Grant to the CARAT Indenture Trustee of a security interest in all property held by such trustee. Any such trustee shall prepare and file all such financing statements naming such trustee as debtor that are necessary or advisable to perfect, make effective or continue the Lien of the CARAT Indenture Trustee.

Section 2.9 Situs of Trust. The Trust shall be located and administered in the States of Delaware or New York. All bank accounts maintained by the CARAT Owner Trustee on behalf of the Trust shall be located in the State of Delaware or the State of New York. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the CARAT Owner Trustee from having employees within or without the State of Delaware. Payments shall be received by the Trust only in Delaware or New York, and payments shall be made by the Trust only from Delaware or New York. The only office of the Trust shall be the Corporate Trust Office of the Owner Trustee in Delaware.

Section 2.10 Representations and Warranties of the Seller. The Depositor hereby represents and warrants to the CARAT Owner Trustee that:

(a) The Depositor has been duly organized and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire, own and transfer the COLT 20    -SN   Secured Notes contemplated to be transferred to the Trust pursuant to the Trust Sale and Administration Agreement.

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(b) The Depositor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications.

(c) The Depositor has the power and authority to execute and deliver this Agreement and any other CARAT Basic Documents to which the Depositor is a party, and to carry out their respective terms, the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment to the Issuer by all necessary corporate or limited liability company action; and the execution, delivery and performance of this Agreement and any other CARAT Basic Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary corporate limited liability company or similar action.

(d) The consummation of the transactions contemplated by this Agreement and any other CARAT Basic Documents to which the Depositor is a party, and the fulfillment of the terms of this Agreement and any other CARAT Basic Documents to which the Depositor is a party, do not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or by-laws of the Depositor (or its certificate of formation, limited liability company agreement or similar governing document), or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the CARAT Basic Documents), or violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties.

Section 2.11 Tax Treatment. As long as the Depositor is the sole owner of the CARAT 20    -SN   Certificates, the Depositor and the CARAT Owner Trustee, by entering into this Agreement, (a) express their intention that the Trust shall be disregarded for federal income tax purposes and shall be treated as a division of the Depositor and (b) agree that Section 5.5 of this Agreement shall not be applicable. If the Depositor is not the sole owner of the CARAT 20    -SN   Certificates, through sale of the CARAT 20    -SN   Certificates, issuance by the Trust of additional CARAT 20    -SN   Certificates to a Person other than the Depositor or otherwise, the Depositor and the CARAT Owner Trustee, by entering into this Agreement, and the CARAT 20    -SN   Certificateholders, by acquiring any CARAT 20    -SN   Certificates or interest therein, (i) express their intention that the CARAT 20    -SN   Certificates shall qualify as equity interests in either (A) a division of the Depositor, or any other single Person that is disregarded as a separate entity for federal income tax purposes if all CARAT 20    -SN   Certificates are owned solely by the Depositor or by such single Person, or (B) a partnership or grantor trust for federal income tax purposes if the CARAT 20    -SN   Certificates are owned by more than one Person and (ii) unless otherwise required by the appropriate taxing authorities, agree to treat the

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CARAT 20    -SN   Certificates as equity interests in an entity as described in clause (i) of this Section 2.11 for the 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 parties agree that, unless otherwise required by appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with such characterization of the Trust for such tax purposes.

Section 2.12 Merger and Consolidation of the Depositor. Any corporation, limited liability company or other entity (i) into which the Depositor may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Depositor shall be a party, (iii) succeeding to the business of the Depositor, (iv) more than 15% of the voting interests of which is owned directly or indirectly, by General Motors and Cerberus Capital Management, L.P., in the aggregate, or (v) 50% or more of the voting interests of which is owned, directly or indirectly, by General Motors or Ally Financial, which corporation, limited liability company or other entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement and the other CARAT Basic Documents, shall be the successor to the Depositor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. The Depositor shall provide 10 days prior notice of any merger, consolidation or succession pursuant to this Section 2.12 to the Rating Agencies (if any Rated Notes are outstanding), the Servicer, the CARAT Indenture Trustee and the CARAT Owner Trustee.

ARTICLE III

THE CARAT 20    -SN   CERTIFICATES

Section 3.1 Initial Beneficial Ownership. As of the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5 and until the issuance of the CARAT 20    -SN   Certificates, the Depositor has been the sole beneficial owner of the Trust.

Section 3.2 Form of the CARAT 20    -SN   Certificates.

(a) The CARAT 20    -SN   Certificates shall be substantially in the form of Exhibit A. The CARAT 20    -SN   Certificates shall represent the entire beneficial interest in the Trust. The CARAT 20    -SN   Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the CARAT Owner Trustee. CARAT 20    -SN   Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be duly issued, fully paid and non-assessable beneficial interests in the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such CARAT 20    -SN   Certificates or did not hold such offices at the date of authentication and delivery of such CARAT 20    -SN   Certificates.

(b) The CARAT 20    -SN   Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the Authorized Officer of the CARAT Owner Trustee executing such CARAT 20    -SN   Certificates, as evidenced by their execution of such CARAT 20    -SN   Certificates. On the Series 20    -SN   Closing Date, all of the CARAT 20    -SN   Certificates shall be issued to the Depositor.

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(c) The CARAT 20    -SN   Certificates shall be issued in fully-registered form. The terms of the CARAT 20    -SN   Certificates set forth in Exhibit A shall form part of this Agreement.

Section 3.3 Execution, Authentication and Delivery. Concurrently with the sale of the COLT 20    -SN   Secured Notes to the Trust pursuant to the Trust Sale and Administration Agreement, the CARAT Owner Trustee shall cause a single CARAT 20    -SN   Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president or any vice president, without further corporate or limited liability company action by the Depositor. Such CARAT 20    -SN   Certificate shall be issued to and held by the Depositor, as the initial CARAT 20    -SN   Certificateholder. No CARAT 20    -SN   Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such CARAT 20    -SN   Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the CARAT Owner Trustee or [                    ], as the CARAT Owner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such CARAT 20    -SN   Certificate shall have been duly authenticated and delivered hereunder. All CARAT 20    -SN   Certificates shall be dated the date of their authentication.

Section 3.4 Registration; Registration of Transfer and Exchange of CARAT 20    -SN   Certificates.

(a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the CARAT Owner Trustee shall provide for the registration of CARAT 20    -SN   Certificates and of transfers and exchanges of CARAT 20    -SN   Certificates as provided herein. [                    ] shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the CARAT Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar.

(b) A CARAT 20    -SN   Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the CARAT 20    -SN   Certificates, but only if: (i) such action shall not result in a reduction or withdrawal of the rating of any class of CARAT 20    -SN   Notes, (ii) the CARAT 20    -SN   Certificateholder shall provide to the CARAT Owner Trustee and the CARAT Indenture Trustee an Opinion of Counsel (which counsel is independent from the Depositor and the Trust) that such action shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee shall agree to take positions for tax purposes consistent with the tax positions set forth in Section 2.11 of this Agreement agreed to be taken by the CARAT 20    -SN   Certificateholder, and (iv) the conditions set forth in Section 3.4(h) shall have been satisfied. In addition, no transfer of a CARAT 20    -SN   Certificate shall be registered unless the transferee

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shall have provided to the Owner Trustee and the Certificate Registrar an Opinion of Counsel from independent counsel that in connection with such transfer no registration of the CARAT 20    -SN   Certificates is required under the Securities Act or applicable state securities law or that such transfer is otherwise being made in accordance with all applicable federal and state securities laws. In connection with any transfer of less than all of the interests in the CARAT 20    -SN   Certificates, the transferor and the transferee shall specify the respective interests in the CARAT 20    -SN   Certificates to be held by transferor and transferee, which interests may be determined by a formula or on any other basis agreed by transferor and transferee. If agreed by transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the CARAT 20    -SN   Certificates, and the transferor shall notify the CARAT Owner Trustee of any such agreement in connection with such transfer.

(c) If the Depositor is no longer the sole CARAT 20    -SN   Certificateholder, the Trust Administrator shall promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the CARAT Basic Documents to the extent necessary to reflect the issuance of book-entry certificates, if any, the establishment of the Certificate Distribution Account and the making of distributions to the CARAT 20    -SN   Certificateholders and such other matters as shall be agreed between the Depositor and the CARAT Owner Trustee. The expense of the foregoing amendments shall be paid by the Trust Administrator.

(d) Upon surrender for registration of transfer of any CARAT 20    -SN   Certificate at the office or agency maintained pursuant to Section 3.8, the CARAT Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [                    ] as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new CARAT 20    -SN   Certificates of a like aggregate percentage interest amount dated the date of authentication by the CARAT Owner Trustee or any authenticating agent.

(e) At the option of a Holder, CARAT 20    -SN   Certificates may be exchanged for other CARAT 20    -SN   Certificates of a like aggregate percentage interest upon surrender of the CARAT 20    -SN   Certificates to be exchanged at the Corporate Trust Office maintained pursuant to Section 3.8. Whenever any CARAT 20    -SN   Certificates are so surrendered for exchange, the CARAT Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [                    ] as its authenticating agent to authenticate and deliver) one or more CARAT 20    -SN   Certificates dated the date of authentication by the CARAT Owner Trustee or any authenticating agent. Such CARAT 20    -SN   Certificates shall be delivered to the Holder making the exchange.

(f) Every CARAT 20    -SN   Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the CARAT Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(d). Each CARAT 20    -SN   Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the CARAT Owner Trustee or Certificate Registrar in accordance with its customary practice.

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(g) The CARAT Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed and any other expenses of the CARAT Owner Trustee in connection with any transfer or exchange of CARAT 20    -SN   Certificates; and

(h) Each purchaser and transferee of a CARAT 20    -SN   Certificate (or any interest therein) shall be deemed to represent and warrant that it is not (and for so long as it holds such Certificate or interest therein will not be), and it is not acting on behalf of (and for so long as it holds such Certificate or interest therein will not be acting on behalf of) (i) an “employee benefit plan” (as defined in Section 3(3) of 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 of any of the foregoing. If required to do so by the Depositor, each purchaser and transferee of a CARAT 20    -SN   Certificate shall execute and deliver to the CARAT Owner Trustee an undertaking letter in form and substance satisfactory to the CARAT Indenture Trustee and the Depositor.

Section 3.5 Mutilated, Destroyed, Lost or Stolen CARAT 20    -SN   Certificates.

(a) If (i) any mutilated CARAT 20    -SN   Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any CARAT 20    -SN   Certificate, and (ii) there is delivered to the Certificate Registrar, the CARAT Owner Trustee and the Trust such security or indemnity as may be required by them to hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the CARAT Owner Trustee that such CARAT 20    -SN   Certificate has been acquired by a Protected Purchaser, the CARAT Owner Trustee shall execute on behalf of the Trust and the CARAT Owner Trustee shall authenticate and deliver (or shall cause [                    ] as its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen CARAT 20    -SN   Certificate, a replacement CARAT 20    -SN   Certificate in authorized denominations of a like aggregate percentage interest; provided, however, that if any such destroyed, lost or stolen CARAT 20    -SN   Certificate, but not a mutilated CARAT 20    -SN   Certificate, shall have become or within seven days shall be due and payable, then instead of issuing a replacement CARAT 20    -SN   Certificate the CARAT Owner Trustee may pay such destroyed, lost or stolen CARAT 20    -SN   Certificate when so due or payable.

(b) If, after the delivery of a replacement CARAT 20    -SN   Certificate or payment in respect of a destroyed, lost or stolen CARAT 20    -SN   Certificate pursuant to Section 3.5(a), a Protected Purchaser of the original CARAT 20    -SN   Certificate in lieu of which such replacement CARAT 20    -SN   Certificate was issued presents for payment such original CARAT 20    -SN   Certificate, the CARAT Owner Trustee shall be entitled to recover such replacement CARAT 20    -SN   Certificate (and any distributions or payments made with respect thereto) or such payment from the Person to whom it was delivered or any Person taking such replacement CARAT 20    -SN   Certificate from such Person to whom such replacement CARAT 20    -SN   Certificate was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the CARAT Owner Trustee in connection therewith.

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(c) In connection with the issuance of any replacement CARAT 20    -SN   Certificate under this Section 3.5, the CARAT Owner Trustee may require the payment by the Holder of such CARAT 20    -SN   Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the CARAT Owner Trustee and the Certificate Registrar) connected therewith.

(d) Any duplicate CARAT 20    -SN   Certificate issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen CARAT 20    -SN   Certificate shall constitute an original additional beneficial interest in the Trust, whether or not the mutilated, destroyed, lost or stolen CARAT 20    -SN   Certificate shall be found at any time or be enforced by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other CARAT 20    -SN   Certificates duly issued hereunder.

(e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen CARAT 20    -SN   Certificates.

Section 3.6 Persons Deemed CARAT 20    -SN   Certificateholders. Prior to due presentation of a CARAT 20    -SN   Certificate for registration of transfer, the CARAT Owner Trustee or the Certificate Registrar may treat the Person in whose name any CARAT 20    -SN   Certificate shall be registered in the Certificate Register as the CARAT 20    -SN   Certificateholder of such CARAT 20    -SN   Certificate for the purpose of receiving distributions pursuant to Article V and for all other purposes whatsoever, and neither the CARAT Owner Trustee nor the Certificate Registrar shall be affected by any notice to the contrary.

Section 3.7 Access to List of CARAT 20    -SN   Certificateholders’ Names and Addresses. The CARAT Owner Trustee shall furnish or cause to be furnished to the Trust Administrator and the Depositor, within 15 days after receipt by the CARAT Owner Trustee of a request therefor from the Trust Administrator or the Depositor, in writing, a list of the names and addresses of the CARAT 20    -SN   Certificateholders as of the most recent Record Date. Each Holder, by receiving and holding a CARAT 20    -SN   Certificate, shall be deemed to have agreed not to hold any of the Trust Administrator, the Depositor or the CARAT Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

Section 3.8 Maintenance of Corporate Trust Office. The CARAT Owner Trustee shall maintain in the Borough of Manhattan, the City of New York, an office or offices or agency or agencies where CARAT 20    -SN   Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the CARAT Owner Trustee in respect of the CARAT 20    -SN   Certificates and the CARAT Basic Documents may be served. The CARAT Owner Trustee initially designates the offices of [                    ], as its principal office for such purposes. The CARAT Owner Trustee shall give prompt written notice to the Depositor, to the Trust Administrator, and to the CARAT 20    -SN   Certificateholders of any change in the location of the Certificate Register or any such office or agency.

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Section 3.9 Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to CARAT 20    -SN   Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the CARAT Owner Trustee and the Trust Administrator; provided, however, that no such reports shall be required so long as the Depositor is the sole CARAT 20    -SN   Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The CARAT Owner Trustee may revoke such power and remove the Paying Agent if the CARAT Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be [                    ], and any co-paying agent chosen by [                    ], and acceptable to the CARAT Owner Trustee. [                    ] shall be permitted to resign as Paying Agent upon 30 days’ written notice to the CARAT Owner Trustee. If [                    ] shall no longer be the Paying Agent, the CARAT Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The CARAT Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the CARAT Owner Trustee to execute and deliver to the CARAT Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the CARAT Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the CARAT 20    -SN   Certificateholders in trust for the benefit of the CARAT 20    -SN   Certificateholders entitled thereto until such sums shall be paid to such CARAT 20    -SN   Certificateholders. The Paying Agent shall return all unclaimed funds to the CARAT Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the CARAT Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the CARAT Owner Trustee also in its role as Paying Agent, for so long as the CARAT Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Section 3.10 Depositor as CARAT 20    -SN   Certificateholder. The Depositor in its individual or any other capacity may become the owner or pledgee of CARAT 20    -SN   Certificates and may otherwise deal with the CARAT Owner Trustee or its Affiliates as if it were not the Depositor.

ARTICLE IV

ACTIONS BY CARAT OWNER TRUSTEE

Section 4.1 Prior Notice to CARAT 20    -SN   Certificateholders with Respect to Certain Matters. The CARAT Owner Trustee shall not take action with respect to the following matters, unless (i) the CARAT Owner Trustee shall have notified the CARAT 20    -SN   Certificateholders in writing of the proposed action at least 30 days and not more than 45 days before the taking of such action, and (ii) the CARAT 20    -SN   Certificateholders shall not have notified the CARAT Owner Trustee in writing prior to the 30th day after such notice is given that such CARAT 20    -SN   Certificateholders have withheld consent or provided alternative direction:

(a) the initiation of any claim or lawsuit by the Trust (other than an action to collect on a COLT 20    -SN   Secured Note or an action by the CARAT Indenture Trustee pursuant to the CARAT Indenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a COLT 20    -SN   Secured Note or an action by the CARAT Indenture Trustee pursuant to the CARAT Indenture);

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(b) the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B;

(c) the amendment of the CARAT Indenture by a supplemental indenture in circumstances where the consent of any CARAT 20    -SN   Noteholder is required;

(d) the amendment of the CARAT Indenture by a supplemental indenture in circumstances where the consent of any CARAT 20    -SN   Noteholder is not required and such amendment materially adversely affects the interests of the CARAT 20    -SN   Certificateholders;

(e) the amendment, change or modification of the Trust Sale and Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the CARAT 20    -SN   Certificateholders; or

(f) the appointment pursuant to the CARAT Indenture of a successor Note Registrar, Paying Agent or CARAT Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or CARAT Indenture Trustee or Certificate Registrar of its obligations under the CARAT Indenture or this Agreement, as applicable.

Section 4.2 Action by CARAT 20    -SN   Certificateholders with Respect to Certain Matters. The CARAT Owner Trustee shall not have the power, except upon the written direction of the CARAT 20    -SN   Certificateholders, to remove the Trust Administrator under the Trust Sale and Administration Agreement pursuant to Section 7.02 thereof, appoint a successor Trust Administrator under the Trust Sale and Administration Agreement or except as expressly provided in the CARAT Basic Documents, sell the COLT 20    -SN   Secured Notes or any interest therein after the termination of the CARAT Indenture. The CARAT Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the CARAT 20    -SN   Certificateholders.

Section 4.3 Action by CARAT 20    -SN   Certificateholders with Respect to Bankruptcy. Notwithstanding any prior termination of this Agreement, the CARAT Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all CARAT 20    -SN   Certificateholders (including the Seller) and the delivery to the CARAT Owner Trustee by each such CARAT 20    -SN   Certificateholder of a certificate certifying that such CARAT 20    -SN   Certificateholder reasonably believes that the Trust is insolvent; provided, however, that under no circumstances shall the CARAT Owner Trustee commence or join in commencing any such proceeding prior to the date that is one year and one day after the termination of the Trust.

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Section 4.4 Restrictions on CARAT 20    -SN   Certificateholders’ Power. The CARAT 20    -SN   Certificateholders shall not direct the CARAT Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the CARAT Owner Trustee under this Agreement, including Section 2.3 of this Agreement, or any of the CARAT Basic Documents, nor shall the CARAT Owner Trustee be obligated to follow any such direction, if given. The CARAT 20    -SN   Certificateholders shall not and shall not direct the CARAT Owner Trustee to take action that would violate the provisions of Section 6.1 and, if given, the CARAT Owner Trustee shall not be obligated to follow any such direction.

Section 4.5 Majority Control. Except as expressly provided herein, any action that may be taken or consent that may be given or withheld by the CARAT 20    -SN   Certificateholders under this Agreement shall be effective if such action is taken or such consent is given or withheld by the Holders of CARAT 20    -SN   Certificates evidencing not less than a majority of the Voting Interests as of the close of the preceding Distribution Date. Except as expressly provided herein, any written notice, instruction, direction or other document of the CARAT 20    -SN   Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of CARAT 20    -SN   Certificates evidencing not less than a majority of the Voting Interests at the time of the delivery of such notice.

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.1 Establishment of Certificate Distribution Account.

(a) Except as otherwise provided in Section 5.2, the Trust Administrator, for the benefit of the CARAT 20    -SN   Certificateholders, shall establish and maintain in the name of the Trust an Eligible Deposit Account known as the Capital Auto Receivables Asset Trust 20    -SN   Certificate Distribution Account (the “Certificate Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the CARAT 20    -SN   Certificateholders.

(b) The Trust shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise provided herein, in the CARAT Indenture or in the Trust Sale and Administration Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the CARAT Owner Trustee for the benefit of the CARAT 20    -SN   Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the CARAT Owner Trustee (or the Trust Administrator on behalf of the CARAT Owner Trustee, if the Certificate Distribution Account is not then held by the CARAT Owner Trustee or an Affiliate thereof) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent if any Rated Notes are outstanding) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account.

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Section 5.2 Application of Trust Funds.

(a) On each Distribution Date, the CARAT Owner Trustee shall distribute to the CARAT 20    -SN   Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Sections 4.05 and 8.01(b) of the Trust Sale and Administration Agreement on or prior to such Distribution Date. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other CARAT Basic Documents, if and for so long as CARAT 20    -SN   Certificates representing in the aggregate a 100% Voting Interest in the Trust are held by the Depositor, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the CARAT 20    -SN   Certificates (including the final distribution as contemplated by Section 7.1(c)) required hereunder or under the Trust Sale and Administration Agreement shall be made directly to the Depositor by the CARAT Indenture Trustee (whether or not the Trust Sale and Administration Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the CARAT Owner Trustee shall have no duty or liability to see to such distribution.

(b) On each Distribution Date, the CARAT Owner Trustee shall send to each CARAT 20    -SN   Certificateholder the statement provided to the CARAT Owner Trustee by the Trust Administrator pursuant to Section 4.07(a) of the Trust Sale and Administration Agreement on such Distribution Date setting forth, among other things, the amount distributed on the CARAT 20    -SN   Certificates and the Administration Fee with respect to such Distribution Date or Monthly Period, as applicable; provided, however, that no such statement shall be required to be sent by the CARAT Owner Trustee if and for so long as the Depositor is the sole CARAT 20    -SN   Certificateholder.

(c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a CARAT 20    -SN   Certificateholder, such tax shall reduce the amount otherwise distributable to the CARAT 20    -SN   Certificateholder in accordance with this Section 5.2; provided, however, that the CARAT Owner Trustee shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole CARAT 20    -SN   Certificateholder. The CARAT Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the CARAT 20    -SN   Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the CARAT Owner Trustee from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a CARAT 20    -SN   Certificateholder shall be treated as cash distributed to such CARAT 20    -SN   Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. CARAT 20    -SN   Certificateholder), the CARAT Owner Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a CARAT 20    -SN   Certificateholder wishes to apply for a refund of any such withholding tax, the CARAT Owner Trustee shall reasonably cooperate with such CARAT 20    -SN   Certificateholder in making such claim so long as such CARAT 20    -SN   Certificateholder agrees to reimburse the CARAT Owner Trustee for any out-of-pocket expenses incurred.

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(d) If any costs arise in connection with the resignation of the Trust Administrator and the appointment of a successor Trust Administrator as described in Section 7.03 of the Trust Sale and Administration Agreement, such costs shall reduce the amount otherwise distributable to the CARAT 20    -SN   Certificateholder in accordance with this Section 5.2. The CARAT Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the CARAT 20    -SN   Certificateholders sufficient funds for the payment of such costs.

(e) If the CARAT Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the CARAT Indenture, the CARAT Owner Trustee shall, upon notice from the CARAT Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the CARAT Indenture Trustee pursuant to Section 3.3(e) of the CARAT Indenture instructing the CARAT Indenture Trustee to pay such funds to or at the order of the Depositor.

Section 5.3 Method of Payment. Subject to Section 7.1(c), distributions required to be made to CARAT 20    -SN   Certificateholders on any Distribution Date shall be made to each CARAT 20    -SN   Certificateholder of record on the related Record Date (i) by wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such CARAT 20    -SN   Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to such Record Date or if not, by check mailed to such CARAT 20    -SN   Certificateholder at the address of such CARAT 20    -SN   Certificateholder appearing in the Certificate Register.

Section 5.4 Accounting and Reports to the CARAT 20    -SN   Certificateholders, the Internal Revenue Service and Others. The CARAT Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each CARAT 20    -SN   Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each CARAT 20    -SN   Certificateholder to prepare its federal income tax return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable state or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in clause (a) of Section 2.11 for federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to CARAT 20    -SN   Certificateholders. If the Trust were to become a partnership in accordance with Section 2.11 or the Internal Revenue Service were to contend successfully that the Trust is not a disregarded entity but is rather a partnership for federal income tax purposes, the Trust shall allocate items of income, gain, deduction and loss to the partners of the Trust in accordance with their economic interests in the Trust. With respect to interest expense of the Trust, the Trust shall allocate to the CARAT 20    -SN   Certificateholders their share of the entire amount of such interest expense. If the Trust becomes a partnership, the Depositor shall be the tax matters partner and such partnership shall not make the election described in Section 754 of the Code.

Section 5.5 Signature on Returns; Other Tax Matters. The CARAT Owner Trustee shall sign on behalf of the Trust any and all tax returns of the Trust, unless applicable law requires a CARAT 20    -SN   Certificateholder to sign such documents, in which case such documents shall be signed by the Depositor. To the extent one may be required, the Depositor shall be the “tax matters partner” of the Trust pursuant to the Code.

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ARTICLE VI

THE CARAT OWNER TRUSTEE

Section 6.1 Duties of CARAT Owner Trustee.

(a) The CARAT Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other CARAT Basic Documents, including the administration of the Trust in the interest of the CARAT 20    -SN   Certificateholders, subject to the CARAT Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement.

(b) Notwithstanding the foregoing, the CARAT Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the CARAT Basic Documents to the extent the Trust Administrator has agreed in the Trust Sale and Administration Agreement to perform any act or to discharge any duty of the CARAT Owner Trustee hereunder or under any CARAT Basic Document, and the CARAT Owner Trustee shall not be liable for the default or failure of the Trust Administrator to carry out its obligations under the Trust Sale and Administration Agreement.

(c) In the absence of bad faith on its part, the CARAT Owner Trustee may conclusively rely upon certificates or opinions furnished to the CARAT Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the CARAT Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement.

(d) The CARAT Owner Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this Section 6.1(d) shall not limit the effect of Section 6.1(a) or (b);

(ii) the CARAT Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the CARAT Owner Trustee was negligent in ascertaining the pertinent facts;

(iii) the CARAT Owner Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 4.1, 4.2 or 6.4; and

(iv) the CARAT Owner Trustee shall not be personally liable for special, consequential or punitive damages, however styled, including lost profits even if it has been advised of the likelihood of such loss or damage.

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(e) Subject to Sections 5.1 and 5.2, monies received by the CARAT Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Administration Agreement and may be deposited under such general conditions as may be prescribed by law, and the CARAT Owner Trustee shall not be liable for any interest thereon.

(f) The CARAT Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the CARAT Owner Trustee, result in the Trust’s becoming taxable as a corporation for federal income tax purposes. The CARAT 20    -SN   Certificateholders shall not direct the CARAT Owner Trustee to take action or themselves take any action that would violate the provisions of this Section 6.1.

Section 6.2 Rights of CARAT Owner Trustee. The CARAT Owner Trustee is authorized and directed to execute and deliver the CARAT Basic Documents and each certificate or other document attached as an exhibit to or contemplated by the CARAT Basic Documents to which the Trust is to be a party, in such form as the Depositor shall approve as evidenced conclusively by the CARAT Owner Trustee’s execution thereof. In addition to the foregoing, the CARAT Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the CARAT Basic Documents. The CARAT Owner Trustee is further authorized from time to time to take such action as the Trust Administrator recommends and directs in writing with respect to the CARAT Basic Documents.

Section 6.3 Acceptance of Trusts and Duties. Except as otherwise provided in this Article VI, in accepting the trusts hereby created, [                    ] acts solely as CARAT Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the CARAT Owner Trustee by reason of the transactions contemplated by this Agreement or any other CARAT Basic Document shall look only to the CARAT Owner Trust Estate for payment or satisfaction thereof. The CARAT Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The CARAT Owner Trustee also agrees to disburse all monies actually received by it constituting part of the CARAT Owner Trust Estate upon the terms of the CARAT Basic Documents. The CARAT Owner Trustee shall not be liable or accountable hereunder or under any CARAT Basic Document under any circumstances, except for its own negligent action, its own negligent failure to act or its own willful misconduct or in the case of the inaccuracy of any representation or warranty contained in Section 6.6 and expressly made by the CARAT Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(a) the CARAT Owner Trustee shall at no time have any responsibility or liability for, or with respect to, the legality, validity and enforceability of any COLT 20    -SN   Secured Note, or the perfection and priority of any security interest created by any COLT 20    -SN   Secured Note in any Series 20    -SN   Lease Asset or the maintenance of any such perfection and priority, or for, or with respect to, the sufficiency of the CARAT Owner Trust Estate or its ability to generate the payments to be distributed to CARAT 20    -SN   Certificateholders under this Agreement or to CARAT 20    -SN   Noteholders under the CARAT Indenture, including, without limitation: the existence, condition and ownership of any Series

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20    -SN   Lease Asset securing a COLT 20    -SN   Secured Note; the existence and enforceability of any insurance thereon; the existence and contents of any COLT 20    -SN   Secured Note on any computer or other record thereof; the validity of the assignment of any COLT 20    -SN   Secured Note to the Trust or of any intervening assignment; the completeness of any COLT 20    -SN   Secured Note; the performance or enforcement of any COLT 20    -SN   Secured Note; the compliance by the Depositor or the Trust Administrator with any warranty or representation made under any CARAT Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Trustee or the Trust Administrator or any sub-administrator taken in the name of the CARAT Owner Trustee;

(b) the CARAT Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Trust Administrator or any CARAT 20    -SN   Certificateholder;

(c) no provision of this Agreement or any other CARAT Basic Document shall require the CARAT Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other CARAT Basic Document, if the CARAT Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(d) under no circumstances shall the CARAT Owner Trustee be liable for indebtedness evidenced by or arising under any of the CARAT Basic Documents, including the principal of and interest on the CARAT 20    -SN   Notes;

(e) the CARAT Owner Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Agreement other than as explicitly set forth herein or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the CARAT Owner Trust Estate or for, or in respect of, the validity or sufficiency of the CARAT Basic Documents, the CARAT 20    -SN   Notes, the CARAT 20    -SN   Certificates (other than the certificate of authentication on the CARAT 20    -SN   Certificates) or of any COLT 20    -SN   Secured Notes or any related documents, and the CARAT Owner Trustee shall in no event assume or incur any liability, duty or obligation to any CARAT 20    -SN   Noteholder or to any CARAT 20    -SN   Certificateholder, other than as expressly provided for herein and in the other CARAT Basic Documents;

(f) the CARAT Owner Trustee shall not be liable for the default or misconduct of the CARAT Indenture Trustee, the Depositor or the Trust Administrator under any of the CARAT Basic Documents or otherwise and the CARAT Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other CARAT Basic Documents that are required to be performed by the CARAT Indenture Trustee under the CARAT Indenture or the Trust Administrator under the Pooling and Administration Agreement or the Trust Sale and Administration Agreement; and

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(g) the CARAT Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other CARAT Basic Document, at the request, order or direction of any of the CARAT 20    -SN   Certificateholders, unless such CARAT 20    -SN   Certificateholders have offered to the CARAT Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the CARAT Owner Trustee therein or thereby; the right of the CARAT Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other CARAT Basic Document shall not be construed as a duty, and the CARAT Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act;

(h) notwithstanding anything to the contrary contained herein or in any other CARAT Basic Document, the CARAT Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002; notwithstanding any Person’s right to instruct the CARAT Owner Trustee, neither the CARAT Owner Trustee nor any agent, employee, director or officer of the CARAT Owner Trustee shall have any obligation to execute any certificates or other documents required pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated pursuant thereto, and the refusal to comply with any such instructions shall not constitute a default or breach under any CARAT Basic Document; if the CARAT Owner Trustee, on behalf of the Trust, does not execute, deliver or certify any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, an Officer of the Trust Administrator shall, on behalf of the Trust, execute, deliver or make such certification.

Section 6.4 Action Upon Instruction by CARAT 20    -SN   Certificateholders.

(a) Subject to Section 4.4, the CARAT 20    -SN   Certificateholders may by written instruction direct the CARAT Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the CARAT 20    -SN   Certificateholders pursuant to Section 4.5.

(b) Notwithstanding the foregoing, the CARAT Owner Trustee shall not be required to take any action hereunder or under any other CARAT Basic Document if the CARAT Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the CARAT Owner Trustee or is contrary to the terms hereof or of any other CARAT Basic Document or is otherwise contrary to law.

(c) Whenever the CARAT Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other CARAT Basic Document, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement or any other CARAT Basic Document, the CARAT Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the CARAT 20    -SN   Certificateholders requesting instruction as to the course of action to be adopted, and, to the extent the CARAT Owner Trustee acts in good faith in accordance with any such instruction received, the CARAT Owner Trustee shall not be liable on account of such action to any Person. If the CARAT Owner Trustee shall not have received appropriate

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instructions within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Agreement or any other CARAT Basic Document, and as it shall deem to be in the best interests of the CARAT 20    -SN   Certificateholders, and the CARAT Owner Trustee shall have no liability to any Person for any such action or inaction.

Section 6.5 Furnishing of Documents. The CARAT Owner Trustee shall furnish to the CARAT 20    -SN   Certificateholders, promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the CARAT Owner Trustee under the CARAT Basic Documents.

Section 6.6 Representations and Warranties of CARAT Owner Trustee. The CARAT Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the CARAT 20    -SN   Certificateholders, that:

(a) It is a banking corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. It has satisfied the eligibility requirements set forth in Section 6.13.

(b) It has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.

(c) The execution, delivery and performance by it of this Agreement (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the CARAT Owner Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the CARAT Owner Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the CARAT Owner Trustee or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or Lien could reasonably be expected to have a materially adverse effect on the CARAT Owner Trustee’s performance or ability to perform its duties as CARAT Owner Trustee under this Agreement or on the transactions contemplated in this Agreement.

(d) This Agreement has been duly executed and delivered by the CARAT Owner Trustee and constitutes the legal, valid and binding agreement of the CARAT Owner Trustee, 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.

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Section 6.7 Reliance; Advice of Counsel.

(a) The CARAT Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties and need not investigate any fact or matter in any such document. The CARAT Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the CARAT Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the CARAT Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the CARAT Basic Documents, the CARAT Owner Trustee may act directly or through its agents, attorneys, custodians or nominees (including the granting of a power of attorney to officers of [                    ] to execute and deliver any CARAT Basic Documents, CARAT 20    -SN   Certificate, CARAT 20    -SN   Note or other documents related thereto on behalf of the CARAT Owner Trustee) pursuant to agreements entered into with any of them, and the CARAT Owner Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by the CARAT Owner Trustee with reasonable care; and may consult with counsel, accountants and other skilled professionals to be selected with reasonable care and employed by it. The CARAT Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such Persons and not contrary to this Agreement or any CARAT Basic Document.

Section 6.8 CARAT Owner Trustee May Own CARAT 20    -SN   Certificates and CARAT 20    -SN   Notes. [                    ] or any successor CARAT Owner Trustee in its individual or any other capacity may become the owner or pledgee of CARAT 20    -SN   Certificates or CARAT 20    -SN   Notes and may deal with the Depositor, the CARAT Indenture Trustee and the Trust Administrator in transactions in the same manner as it would have if it were not the CARAT Owner Trustee.

Section 6.9 Compensation and Indemnity. The CARAT Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Trust Administrator and the CARAT Owner Trustee, and the CARAT Owner Trustee, any Paying Agent, registrar, authenticating agent or co-trustee shall be entitled to be reimbursed by the Trust Administrator for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, custodians, nominees, representatives, experts and external counsel as the CARAT Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder. The Trust Administrator shall indemnify the CARAT Owner Trustee, any Paying Agent, registrar, authenticating agent or co-trustee and its successors, assigns, agents and servants in accordance with the provisions of Section 6.01 of the Trust Sale and Administration Agreement. The indemnities contained in this Section 6.9 shall survive the resignation or removal of the CARAT Owner Trustee or the termination of this Agreement. Any amounts paid to the CARAT Owner Trustee pursuant to this Article VI shall be deemed not to be a part of the CARAT Owner Trust Estate immediately after such payment.

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Section 6.10 Replacement of CARAT Owner Trustee.

(a) The CARAT Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Trust Administrator provided, however, that no such resignation shall become effective, and the CARAT Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor CARAT Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within 30 days after the giving of such notice, the CARAT Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor CARAT Owner Trustee. The Trust Administrator shall remove the CARAT Owner Trustee if:

(i) the CARAT Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Trust Administrator;

(ii) the CARAT Owner Trustee shall be adjudged bankrupt or insolvent;

(iii) a receiver or other public officer shall be appointed or take charge or control of the CARAT Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

(iv) the CARAT Owner Trustee shall otherwise be incapable of acting.

(b) If the CARAT Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of CARAT Owner Trustee for any reason the Trust Administrator shall promptly appoint a successor CARAT Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing CARAT Owner Trustee so removed and one copy to the successor CARAT Owner Trustee) and shall pay all fees owed to the outgoing CARAT Owner Trustee.

(c) Any resignation or removal of the CARAT Owner Trustee and appointment of a successor CARAT Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective and no such resignation shall be deemed to have occurred until a written acceptance of appointment is delivered by the successor CARAT Owner Trustee to the outgoing CARAT Owner Trustee and the Trust Administrator and all fees and expenses due to the outgoing CARAT Owner Trustee are paid. Any successor CARAT Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as CARAT Owner Trustee. If any of the Rated Notes are outstanding, the Depositor shall provide notice of such resignation or removal of the CARAT Owner Trustee to the Rating Agencies.

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(d) The predecessor CARAT Owner Trustee shall upon payment of its fees and expenses deliver to the successor CARAT Owner Trustee all documents and statements and monies held by it under this Agreement. The Trust Administrator and the predecessor CARAT Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor CARAT Owner Trustee all such rights, powers, duties and obligations.

(e) Upon acceptance of appointment by a successor CARAT Owner Trustee pursuant to this Section 6.10, the Depositor shall mail notice of the successor of such CARAT Owner Trustee to all CARAT 20    -SN   Certificateholders, the CARAT Indenture Trustee, the CARAT 20    -SN   Noteholders, and if any of the Rated Notes are outstanding, the Rating Agencies.

Section 6.11 Merger or Consolidation of CARAT Owner Trustee. Any Person into which the CARAT Owner Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the CARAT Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the CARAT Owner Trustee, shall be the successor of the CARAT Owner Trustee hereunder, provided such Person shall be eligible pursuant to Section 6.13, and without the execution or filing of any instrument or any further act on the part of any of the parties hereto; provided, however, that, if any of the Rated Notes are outstanding the CARAT Owner Trustee shall mail notice of such merger or consolidation to the Depositor, who shall promptly notify to the Rating Agencies.

Section 6.12 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the CARAT Owner Trust Estate or any COLT 20    -SN   Secured Note may at the time be located, the Trust Administrator and the CARAT Owner Trustee acting jointly shall have the power and shall, at the expense of the Trust Administrator, execute and deliver all instruments to appoint one or more Persons approved by the CARAT Owner Trustee to act as co-trustee, jointly with the CARAT Owner Trustee, or as separate trustee or trustees, of all or any part of the CARAT Owner Trust Estate, and to vest in such Person (in the name of the Trust and not in such Person’s name for the Trust, except to the extent otherwise required by, and in accordance with, Section 2.8), in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 6.12, such powers, duties, obligations, rights and trusts as the Trust Administrator and the CARAT Owner Trustee may consider necessary or desirable. If the Trust Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the CARAT Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 6.10.

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(b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the CARAT Owner Trustee shall be conferred upon and exercised or performed by the CARAT Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the CARAT Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the CARAT Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the CARAT Owner Trustee;

(ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(iii) the Trust Administrator and the CARAT Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the CARAT Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the CARAT Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the CARAT Owner Trustee. Each such instrument shall be filed with the CARAT Owner Trustee and a copy thereof given to the Trust Administrator.

(d) Any separate trustee or co-trustee may at any time appoint the CARAT Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the CARAT Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.13 Eligibility Requirements for CARAT Owner Trustee. The CARAT Owner Trustee shall at all times satisfy the requirement of Section 26(a)(1) of the Investment Company Act. The CARAT Owner Trustee shall at all times: (a) be a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Act; (b) be authorized to exercise corporate trust powers; (c) have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal or State authorities; (d) be a corporation, association or joint-stock company created or organized in the United States or under the law of the United States or of any state; and (e) have (or have a parent which has) a long-term unsecured debt rating of at least “BBB-” by S&P and at least “Baa3” by Moody’s. If such corporation shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 6.13, the

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combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the CARAT Owner Trustee shall cease to be eligible in accordance with the provisions of this Section 6.13, the CARAT Owner Trustee shall resign immediately in the manner and with the effect specified in Section 6.10.

ARTICLE VII

TERMINATION OF TRUST AGREEMENT

Section 7.1 Termination of Trust Agreement.

(a) This Agreement (other than Section 6.9) and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Act and be of no further force or effect on the final distribution by the CARAT Owner Trustee of all monies or other property or proceeds of the CARAT Owner Trust Estate in accordance with the terms of the CARAT Indenture, the Trust Sale and Administration Agreement, the Interest Rate Swaps and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any CARAT 20    -SN   Certificateholder shall not (x) operate to terminate this Agreement or the Trust, (y) entitle such CARAT 20    -SN   Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the CARAT Owner Trust Estate, or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b) Neither the Depositor nor any CARAT 20    -SN   Certificateholder shall be entitled to revoke or terminate the Trust or this Agreement.

(c) Subject to Section 5.2(a), notice of any termination of the Trust, specifying the Distribution Date upon which the CARAT 20    -SN   Certificateholders shall surrender their CARAT 20    -SN   Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the CARAT Owner Trustee by letter to CARAT 20    -SN   Certificateholders mailed within five Business Days of receipt of notice of such termination from the Trust Administrator given pursuant to
Section 8.01(c) of the Trust Sale and Administration Agreement, stating: (i) the Distribution Date upon or with respect to which final payment of the CARAT 20    -SN   Certificates shall be made upon presentation and surrender of the CARAT 20    -SN   Certificates at the office of the Paying Agent therein designated; (ii) the amount of any such final payment; and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the CARAT 20    -SN   Certificates at the office of the Paying Agent therein specified. The CARAT Owner Trustee shall give such notice to the Certificate Registrar (if other than the CARAT Owner Trustee) and the Paying Agent at the time such notice is given to CARAT 20    -SN   Certificateholders. Upon presentation and surrender of the CARAT 20    -SN   Certificates, the Paying Agent shall cause to be distributed to CARAT 20    -SN   Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.2.

(d) If all of the CARAT 20    -SN   Certificateholders shall not surrender their CARAT 20    -SN   Certificates for cancellation within six months after the date specified in the written notice referred to in Section 7.1(c), the CARAT Owner Trustee shall give a second

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written notice to the remaining CARAT 20    -SN   Certificateholders to surrender their CARAT 20    -SN   Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the CARAT 20    -SN   Certificates shall not have been surrendered for cancellation, the CARAT Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining CARAT 20    -SN   Certificateholders concerning surrender of their CARAT 20    -SN   Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable laws with respect to escheat of funds, any funds remaining in the Trust after exhaustion of such remedies in the preceding sentence shall be deemed property of the Depositor and distributed by the CARAT Owner Trustee to the Depositor, and the CARAT Owner Trustee shall have no further liability to the CARAT 20    -SN   Certificateholders with respect thereto.

(e) Upon the winding up and termination of the Trust in accordance with Section 3808 of the Statutory Trust Act and this Section, the CARAT Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the CARAT Owner Trustee without the consent of any of the CARAT 20    -SN   Noteholders, or the CARAT 20    -SN   Certificateholders (but with prior notice to the Rating Agencies from the Depositor), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other CARAT Basic Document, (iii) add or supplement any credit enhancement for the benefit of the CARAT 20    -SN   Noteholders or the CARAT 20    -SN   Certificateholders (provided, however, that if any such addition shall affect any class of CARAT 20    -SN   Noteholders or CARAT 20    -SN   Certificateholders differently than any other class of CARAT 20    -SN   Noteholders or CARAT 20    -SN   Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of the CARAT 20    -SN   Noteholders or the CARAT 20    -SN   Certificateholders), (iv) add to the covenants, restrictions or obligations of the Depositor or the CARAT Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the CARAT Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, and (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the CARAT 20    -SN   Noteholders or the Unaffiliated Certificateholders.

Section 8.2 Amendments With Consent of CARAT 20    -SN   Certificateholders and CARAT 20    -SN   Noteholders. This Agreement may also be amended from time to time by the Depositor and the CARAT Owner Trustee with the consent of CARAT 20    -SN   Noteholders whose CARAT 20    -SN   Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other

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than the Depositor or an Affiliate of the Seller holds any CARAT 20    -SN   Certificates, the consent of CARAT 20    -SN   Certificateholders whose CARAT 20    -SN   Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date, (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future Holders of such CARAT 20    -SN   Notes or CARAT 20    -SN   Certificates and of any CARAT 20    -SN   Notes or CARAT 20    -SN   Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the CARAT 20    -SN   Notes or CARAT 20    -SN   Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the CARAT 20    -SN   Noteholders or the CARAT 20    -SN   Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on CARAT 20    -SN   Secured Notes or distributions that shall be required to be made on any CARAT 20    -SN   Note or the Interest Rate for any class of CARAT 20    -SN   Notes or (b) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all CARAT 20    -SN   Notes and all of the Voting Interests with respect to CARAT 20    -SN   Certificates then outstanding. The Depositor shall furnish notice to each of the Rating Agencies prior to obtaining consent to any proposed amendment under this Section 8.2.

Section 8.3 Form of Amendments.

(a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or 8.2, the CARAT Owner Trustee shall furnish written notification of the substance of such amendment or consent to each CARAT 20__-SN   Certificateholder and the CARAT Indenture Trustee.

(b) It shall not be necessary for the consent of CARAT 20    -SN   Certificateholders or the CARAT 20    -SN   Noteholders pursuant to Section 8.2 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 CARAT 20    -SN   Certificateholders and Unaffiliated Certificateholders provided for in this Agreement or in any other CARAT Basic Document) and of evidencing the authorization of the execution thereof by CARAT 20    -SN   Certificateholders and Unaffiliated Certificateholders shall be subject to such reasonable requirements as the CARAT Owner Trustee may prescribe.

(c) Promptly after the execution of any amendment to the Certificate of Trust, the CARAT Owner Trustee shall cause the filing of such amendment with the Secretary of State.

(d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the CARAT Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment by it is authorized or permitted by this Agreement. The CARAT Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the CARAT Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

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ARTICLE IX

MISCELLANEOUS

Section 9.1 No Legal Title to CARAT Owner Trust Estate. The CARAT 20    -SN   Certificateholders shall not have legal title to any part of the CARAT Owner Trust Estate. The CARAT 20    -SN   Certificateholders shall be entitled to receive distributions with respect to their undivided ownership interest therein only in accordance with Articles V and VII. No transfer, by operation of law or otherwise, of any right, title, and interest of the CARAT 20    -SN   Certificateholders to and in their ownership interest in the CARAT Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the CARAT Owner Trust Estate.

Section 9.2 Limitations on Rights of Others. Except for Section 9.12, the provisions of this Agreement are solely for the benefit of the CARAT Owner Trustee, the Depositor, the CARAT 20    -SN   Certificateholders, the Trust Administrator and, to the extent expressly provided herein, the CARAT Indenture Trustee and the CARAT 20    -SN   Noteholders, 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 the CARAT Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 9.3 Derivative Actions. Any provision contained herein to the contrary notwithstanding, the right of any CARAT 20    -SN   Certificateholder to bring a derivative action in the right of the Trust is hereby made expressly subject to the following limitations and requirements:

(a) such CARAT 20    -SN   Certificateholder must meet all requirements set forth in the Statutory Trust Act; and

(b) no CARAT 20    -SN   Certificateholder may bring a derivative action in the right of the Trust without the prior written consent of CARAT 20    -SN   Certificateholders owning, in the aggregate, a beneficial interest in CARAT 20    -SN   Certificates representing 50% of the Voting Interests in the CARAT 20    -SN   Certificates.

Section 9.4 Notices. All demands, notices and communications upon or to the Depositor, the Trust Administrator, the CARAT Indenture Trustee, the CARAT Owner Trustee or the Rating Agencies under this Agreement shall be delivered as specified in Appendix B to the Trust Sale and Administration Agreement.

Section 9.5 Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions and terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the CARAT 20    -SN   Certificates or the rights of the Holders thereof.

Section 9.6 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

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Section 9.7 Successors and Assigns.

(a) All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Depositor, the CARAT Owner Trustee and each CARAT 200 Certificateholder and their respective successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a CARAT 200 Certificateholder shall bind the successors and assigns of such CARAT 200 Certificateholder; and

(b) Notwithstanding anything to the contrary contained in this Trust Agreement, this Trust Agreement may be assigned by the Depositor without the consent of any other Person to (i) a corporation, limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to Ally Financial, or (ii) more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors or by Ally Financial or (iii) more than 15% of the voting interests of which is owned directly or indirectly by General Motors and Cerberus Capital Management, L.P., in the aggregate, provided that such entity executes an agreement of assumption as provided in Section 6.02 of the Trust Sale and Administration Agreement.

Section 9.8 No Petition. The CARAT Owner Trustee by entering this Trust Agreement and each CARAT 20    -SN   Certificateholder or CARAT 20    -SN   Certificate Owner by accepting a CARAT 20    -SN   Certificate (or interest therein) issued hereunder, hereby covenant and agree that they shall not (nor shall they join with or solicit another person to), prior to the day that is one year and one day after the termination of this Agreement and of each other trust heretofore formed by the Depositor, acquiesce, petition or otherwise invoke or cause the Depositor or the Trust to invoke in any court or government authority for the purpose of commencing or sustaining a case against the Depositor or 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 Depositor or the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Trust. This Section 9.8 shall survive the termination of this Agreement.

Section 9.9 No Recourse. Each CARAT 20    -SN   Certificateholder and each CARAT 20    -SN   Certificate Owner by accepting a CARAT 20    -SN   Certificate (or any interest therein) acknowledges that such Person’s CARAT 20    -SN   Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Depositor, the Trust Administrator, the CARAT Owner Trustee, the CARAT Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the CARAT 20    -SN   Certificates or the other CARAT Basic Documents. Except as expressly provided in the CARAT Basic Documents, none of the Depositor, the Trust Administrator or the CARAT Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, or shall recourse be had to any of them for the distribution of any amount with respect to the CARAT 20    -SN   Certificates or the Trust’s performance of,

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or omission to perform, any obligations or indemnifications contained in the CARAT 20    -SN   Certificates, this Agreement or the other CARAT Basic Documents, it being expressly understood that such CARAT 20    -SN   Certificateholder and CARAT 20    -SN   Certificate Owner obligations have been made solely by the Trust. Each CARAT 20    -SN   Certificateholder and each CARAT 20    -SN   Certificate Owner by the acceptance of a CARAT 20    -SN   Certificate (or beneficial interest therein) agrees except as expressly provided in the CARAT Basic Documents, in the event of nonpayment of any amounts with respect to the CARAT 20    -SN   Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each CARAT 20    -SN   Certificateholder and CARAT 20    -SN   Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such CARAT 20    -SN   Certificateholder or CARAT 20    -SN   Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a CARAT 20    -SN   Certificateholder or CARAT 20    -SN   Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust (“other assets”), each CARAT 20    -SN   Certificateholder and CARAT 20    -SN   Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code. This Section 9.9 shall survive the termination of this Agreement.

Section 9.10 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 9.11 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 9.12 Indemnification by and Reimbursement of the Trust Administrator. The CARAT Owner Trustee acknowledges and agrees to reimburse (i) the Trust Administrator and its directors, officers, employees and agents in accordance with Section 6.03(b) of the Trust Sale and Administration Agreement and (ii) the Depositor and its directors, officers, employees and agents in accordance with Section 3.04 of the Trust Sale and Administration Agreement. The CARAT Owner Trustee further acknowledges and accepts the conditions and limitations with respect to the Trust Administrator’s obligation to indemnify, defend and hold the CARAT Owner Trustee harmless as set forth in Section 6.01(a)(iii) of the Trust Sale and Administration Agreement.

Section 9.13 Effect of Amendment and Restatement. It is the intent of the parties hereto that this Trust Agreement shall as of             , 20    , the Series 20    -SN   Closing Date replace in its entirety the Original Trust Agreement; provided, however, that with respect to the

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period of time from             , 20     through             , 20    , the rights and obligations of the parties shall be governed by the Original Trust Agreement; and provided, further, that the amendment and restatement of the Original Trust Agreement shall not affect any of the grants, conveyances or transfers contemplated by the Original Trust Agreement to have occurred prior to the date hereof.

Section 9.14 Information to be Provided by the Owner Trustee.

(a) The CARAT Owner Trustee agrees to cooperate in good faith with any reasonable request by COLT or the Seller for information regarding the CARAT Owner Trustee that is required in order to enable COLT or the Seller to comply with the provisions of Items 1117 and 1119 of Regulation AB as it relates to the CARAT Owner Trustee or to the CARAT Owner Trustee’s obligations under this Agreement.

(b) Except to the extent disclosed by the CARAT Owner Trustee pursuant to Section 9.14(c) or (d) below, the CARAT Owner Trustee shall be deemed to have represented to COLT and the Seller on the first day of each Monthly Period with respect to the prior Monthly Period that, to the best of its knowledge, there were no legal or governmental proceedings pending (or known to be contemplated) against [                    ] or any property of [                    ] that would be material to any CARAT 20    -SN   Noteholder or, to the extent that the CARAT 20    -SN   Certificates are registered under the Securities Act for public sale, any holder of such CARAT 20    -SN   Certificates.

(c) The CARAT Owner Trustee shall, as promptly as practicable following notice to or discovery by the CARAT Owner Trustee of any changes to any information regarding the CARAT Owner Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Seller, in writing, such updated information.

(d) The CARAT Owner Trustee shall deliver to COLT and the Seller on or before March 15 of each year, beginning with March 15, 20__, a report of a representative of the CARAT Owner Trustee with respect to the immediately preceding calendar year certifying, on behalf of the CARAT Owner Trustee, that except to the extent otherwise disclosed in writing to COLT and the Seller, to the best of his or her knowledge, there were no legal or governmental proceedings pending (or known to be contemplated) against [                    ] or any property of [                    ] that would be material to any CARAT 20    -SN   Noteholder or, to the extent that the CARAT 20    -SN   Certificates are registered under the Securities Act for public sale, any holder of such CARAT 20    -SN   Certificates.

(e) The CARAT Owner Trustee shall deliver to COLT and the Seller on or before March 15 of each year, beginning with March 15, 20__, a report of a representative of the CARAT Owner Trustee with respect to the immediately preceding calendar year providing to COLT and the Seller such information regarding the CARAT Owner Trustee as is required for the purpose of compliance with Item 1119 of Regulation AB. Such information shall include, at a minimum, a description of any affiliation between the CARAT Owner Trustee and any of the following parties to the CARAT 20    -SN   securitization transaction, as such parties are identified to the CARAT Owner Trustee by COLT and the Seller in writing in advance of the CARAT 20    -SN   securitization transaction:

(i) the Seller;

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(ii) Ally Financial Inc.;

(iii) the Issuer;

(iv) COLT;

(v) COLT LLC;

(vi) the Servicer;

(vii) the Trust Administrator;

(viii) the CARAT Indenture Trustee;

(ix) the COLT Indenture Trustee;

(x) the COLT Owner Trustee;

(xi) the Swap Counterparty; and

(xii) any other material transaction party.

In connection with its report regarding the parties listed in clauses (i) through (xii) above, the CARAT Owner Trustee shall include a description of whether there is, and if so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the CARAT 20    -SN   securitization transaction, between the CARAT Owner Trustee and any of the parties listed above that currently exists or that existed during the two calendar years immediately preceding the date of such report and that is material to an investor’s understanding of the asset backed securities issued in the CARAT 20    -SN   securitization transaction.

Section 9.15 Transfer Restrictions on CARAT 20    -SN   Certificates. It is the intent of the parties hereto that the CARAT 20    -SN   Certificates (or an interest therein) may be acquired by or for the account of Benefit Plan only if (a)(i) the CARAT 20    -SN   Certificates are eligible to be purchased under, and satisfy all conditions for relief under, one of the underwriter exemptions listed in footnote 1 of Department of Labor Prohibited Transaction Exemption 2002-41 (67 Fed. Reg. 54487 (August 22, 2002)) or any amendments thereto; and (ii) it is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the Securities Act, and any holder of the CARAT 20    -SN   Certificates that is a Benefit Plan shall be deemed to have represented and warranted that it is an “accredited investor;” or (b) it is an insurance company general account that satisfies the requirements of Section III of Prohibited Transaction Class Exemption 95-60. Unless the Seller determines that an exemption described in the preceding sentence is available, by accepting and holding a CARAT 20    -SN   Certificate (or interest therein), the holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller pursuant to Section 3.4(b), the CARAT 20    -SN   Certificateholder shall execute and deliver to the CARAT Owner Trustee an undertaking letter in the form set forth in Exhibit C.

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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

[                    ], as CARAT Owner Trustee

By:

Name:

Title:

CAPITAL AUTO RECEIVABLES, LLC

By:

Name:

Title:

Acknowledged and Accepted:

[                    ], as Paying Agent

By:

Name:

Title:

S-1 CARAT 200_-_ Trust Agreement

EXHIBIT A

FORM OF CARAT 20    -SN   CERTIFICATE

NUMBER R- $[            ]% Percentage Interest

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CARAT 20    -SN   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 CARAT 20    -SN   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 TRUST AGREEMENT.

EACH PURCHASER AND TRANSFEREE OF A CARAT 20    -SN   CERTIFICATE (OR AN INTEREST HEREIN) MAY BE ACQUIRED BY OR FOR THE ACCOUNT OF 20__-SN   CERTIFICATE (OR ANY INTEREST HEREIN) SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT (AND FOR SO LONG AS IT HOLDS SUCH CERTIFICATE OR INTEREST HEREIN WILL NOT BE), AND IT IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH CERTIFICATE OR INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), (i) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE U.S. 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 U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (iii) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING (EACH, A “BENEFIT PLAN”). IF REQUESTED TO DO SO BY THE DEPOSITOR PURSUANT TO SECTION 3.4(h) OF THE TRUST AGREEMENT, SUCH PURCHASER OR TRANSFEREE SHALL EXECUTE AND DELIVER TO THE CARAT 20    -SN   OWNER TRUSTEE AN UNDERTAKING LETTER IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT 20    -SN   INDENTURE TRUSTEE AND THE DEPOSITOR.

CAPITAL AUTO RECEIVABLES ASSET TRUST 20    -SN  

ASSET BACKED CERTIFICATE

evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes the COLT 20    -SN   Secured Notes sold to the Trust by Capital Auto Receivables, LLC.

(This CARAT 20    -SN   Certificate does not represent an interest in or obligation of Capital Auto Receivables LLC, Ally Financial Inc. or any of their respective affiliates, except to the extent described in the CARAT Basic Documents.)

A-1

THIS CERTIFIES THAT Capital Auto Receivables LLC is the registered owner of a nonassessable, fully-paid, fractional undivided interest in Capital Auto Receivables Asset Trust 20    -SN   (the “Trust”) formed by Capital Auto Receivables LLC, a Delaware limited liability company. The percentage interest in the Trust evidenced by this CARAT 20    -SN   Certificate is [    ]%.

The Trust was created pursuant to a trust agreement, dated as of             , 20    (as amended and restated as of             , 20     and as it may be amended from time to time, the “Trust Agreement”), between the Depositor and [                    ], as owner trustee (the “CARAT Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement.

This CARAT 20    -SN   Certificate is one of the duly authorized CARAT 20    -SN   Certificates designated as Asset Backed Certificates (the “CARAT 20    -SN   Certificates”). This CARAT 20    -SN   Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, the terms of which are incorporated herein by reference and made a part hereof, to which Trust Agreement the holder of this CARAT 20    -SN   Certificate by virtue of the acceptance hereof assents and by which such holder is bound.

Under the Trust Agreement, there shall be distributed on the 15th day of each month or, if such 15th day is not a Business Day, the next Business Day, commencing on [            , 20    ] (each, a “Distribution Date”), to the Person in whose name this CARAT 20    -SN   Certificate is registered on the related Record Date (as defined below), such amount as is provided in the CARAT Basic Documents. The “Record Date,” with respect to any Distribution Date, means the last day of the preceding Monthly Period.

The distributions in respect of this CARAT 20    -SN   Certificate are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Trust with respect to this CARAT 20    -SN   Certificate shall be applied in respect of this CARAT 20    -SN   Certificate.

This CARAT 20    -SN   Certificate (or interest therein) 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 Internal Revenue Code of 1986, as amended (the “Code”), or (iii) any entity whose underlying assets include plan assets of any of the foregoing. By accepting and holding this CARAT 2020    -SN   Certificate (or interest therein), the Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on behalf of a Benefit Plan and, if requested to do so by the Depositor pursuant to Section 3.4(h) of the Trust Agreement, the CARAT 20    -SN   Certificateholder shall execute and deliver to the CARAT Owner Trustee an undertaking letter in form and substance satisfactory to the CARAT Indenture Trustee and the Depositor.

A-2

The holder of this CARAT 20    -SN   Certificate acknowledges and agrees that its rights to receive distributions in respect of this CARAT 20    -SN   Certificate are subordinated to the rights of the CARAT 20    -SN   Noteholders as and to the extent described in the Trust Sale and Administration Agreement until the CARAT 20    -SN   Notes are paid in full, such CARAT 20    -SN   Notes are retired or cancelled.

It is the intent of the Depositor, the CARAT Owner Trustee and the CARAT 20    -SN   Certificateholders that, for purposes of federal income, 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 as either (A) a division of the Depositor, or any other single Person, and disregarded as a separate entity, if all CARAT 20    -SN   Certificates are owned solely by the Depositor or by such single Person, or (B) a partnership if the CARAT 20    -SN   Certificates are owned by more than one Person. Except as otherwise required by appropriate taxing authorities, the Depositor and the other CARAT 20    -SN   Certificateholders by acceptance of a CARAT 20    -SN   Certificate agree to treat, and to take no action inconsistent with the treatment of, the CARAT 20    -SN   Certificates for such tax purposes as interests in such a disregarded entity or partnership as described in the previous sentence.

Each CARAT 20    -SN   Certificateholder or CARAT 20    -SN   Certificate Owner by its acceptance of a CARAT 20    -SN   Certificate (or an interest therein) covenants and agrees that such CARAT 20    -SN   Certificateholder or CARAT 20    -SN   Certificate Owner shall not, prior to the date which is one year and one day after the termination of the Trust, acquiesce, petition or otherwise invoke or cause the Depositor or the CARAT Owner Trustee to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Depositor or the CARAT Owner Trustee under any federal or state bankruptcy, insolvency, reorganization or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or the CARAT Owner Trustee or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the CARAT Owner Trustee.

Except as otherwise provided in the Trust Agreement, distributions on this CARAT 20    -SN   Certificate shall be made as provided in the Trust Agreement by the CARAT Owner Trustee by wire transfer or check mailed to the CARAT 20    -SN   Certificateholder of record in the CARAT 20    -SN   Certificate Register without the presentation or surrender of this CARAT 20    -SN   Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this CARAT 20    -SN   Certificate shall be made after due notice by the CARAT Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this CARAT 20    -SN   Certificate at the office maintained for such purpose by the CARAT Owner Trustee in [            ].

Reference is hereby made to the further provisions of this CARAT 20    -SN   Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the CARAT Owner Trustee by manual signature, this CARAT 20    -SN   Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Trust Sale and Administration Agreement or be valid for any purpose.

A-3

THIS CARAT 20    -SN   CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

IN WITNESS WHEREOF, the CARAT Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this CARAT 20    -SN   Certificate to be duly executed.

Dated:             , 20        

CAPITAL AUTO RECEIVABLES ASSET TRUST 20    -SN  

[                    ], not in its individual capacity but solely as Owner Trustee

By:

Name:

Title:

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the CARAT 20    -SN   Certificates referred to in the within-mentioned Trust Agreement.

[                    ], not in its individual capacity but solely as CARAT Owner Trustee	[                    ], not in its individual capacity but solely as CARAT Owner Trustee, by[                    ], as Authenticating Agent
By:	By:
Name:	Name:
Title:	Title:

A-4

By:	By:
Name:	Name:
Title:	Title:

A-5

REVERSE OF CERTIFICATE

The CARAT 20    -SN   Certificates do not represent an obligation of, or an interest in, the Depositor, the Trust Administrator, General Motors Corporation, the CARAT Indenture Trustee, the CARAT Owner Trustee or any Affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement or the other CARAT Basic Documents. In addition, this CARAT 20    -SN   Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the CARAT 20    -SN   Secured Notes (and certain other amounts), all as more specifically set forth herein and in the Basic Documents. A copy of each of the CARAT Basic Documents may be examined during normal business hours at the principal office of the Depositor, and at such other places, if any, designated by the Depositor, by any CARAT 20    -SN   Certificateholder upon written request. In the event of any conflict between the terms of this CARAT 20    -SN   Certificate and the terms of the CARAT Basic Documents, the terms of the CARAT Basic Documents shall govern.

The Trust Agreement permits, with certain exceptions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the CARAT 20    -SN   Certificateholders under the Trust Agreement at any time by the Depositor and the CARAT Owner Trustee with the consent of the Holders of the CARAT 20    -SN   Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any CARAT 20    -SN   Certificates, the consent of CARAT 20    -SN   Certificateholders whose CARAT 20    -SN   Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date. Any such consent by the Holder of this CARAT 20    -SN   Certificate shall be conclusive and binding on such Holder and on all future Holders of this CARAT 20    -SN   Certificate and of any CARAT 20    -SN   Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this CARAT 20    -SN   Certificate. The Trust Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the CARAT 20    -SN   Certificates or the CARAT 20    -SN   Notes.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this CARAT 20    -SN   Certificate is registerable in the Certificate Register upon surrender of this CARAT 20    -SN   Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the CARAT Owner Trustee in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the CARAT Owner Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new CARAT 20    -SN   Certificates evidencing the same percentage interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is [                    ].

A-6

The CARAT 20    -SN   Certificates are issuable only as registered CARAT 20    -SN   Certificates. As provided in the Trust Agreement and subject to certain limitations therein set forth, CARAT 20    -SN   Certificates are exchangeable for new CARAT 20    -SN   Certificates of evidencing the same aggregate percentage interest requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the CARAT Owner Trustee or the CARAT 20    -SN   Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

The CARAT Owner Trustee, the CARAT 20    -SN   Certificate Registrar and any agent of the CARAT Owner Trustee or the CARAT 20    -SN   Certificate Registrar may treat the Person in whose name this CARAT 20    -SN   Certificate is registered as the owner hereof for all purposes, and none of the CARAT Owner Trustee, the CARAT 20    -SN   Certificate Registrar or any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate in accordance with Article VII of the Trust Agreement.

A-7

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)

the within CARAT 20    -SN   Certificate, and all rights thereunder, hereby irrevocably constituting and appointing

                                                                                                                                    Attorney to transfer said CARAT 20    -SN   Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.

Dated:

                                                                                                      *

Signature Guaranteed:

                                                                                                      *

* NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within CARAT 20    -SN   Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

A-8

EXHIBIT B

CERTIFICATE OF

CAPITAL AUTO RECEIVABLES ASSET TRUST 20    -SN  

THIS Certificate of Trust of Capital Auto Receivables Asset Trust 20    -SN   (the “Trust”) is being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. §3801 et seq.) (the “Act”).

1. Name. The name of the statutory trust formed hereby is Capital Auto Receivables Asset Trust 20    -SN   .

2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are [                    , Delaware                     ].

3. This Certificate of Trust shall be effective on [                    ], upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

[                    ], not in its individual capacity but
solely as CARAT Owner Trustee

By:

Name:

Title:

B-1

EXHIBIT C

FORM OF UNDERTAKING LETTER

(to be provided)

C-1

EX-4.2

EXHIBIT 4.2

CAPITAL AUTO RECEIVABLES ASSET TRUST 20    -SN  

CLASS A-  ASSET BACKED NOTES

CLASS A-   ASSET BACKED NOTES

CLASS A-2b [FLOATING RATE] ASSET BACKED NOTES

CLASS A-2c [FLOATING RATE] ASSET BACKED NOTES

CLASS A-3a     % ASSET BACKED NOTES

CLASS A-3b [FLOATING RATE] ASSET BACKED NOTES

CLASS A-3c [FLOATING RATE] ASSET BACKED NOTES

CLASS A-4 [FLOATING RATE] ASSET BACKED NOTES

CLASS B-1     % ASSET BACKED NOTES

CLASS B-2 [FLOATING RATE] ASSET BACKED NOTES

CLASS C [FLOATING RATE] ASSET BACKED NOTES

CARAT INDENTURE

Dated as of             , 20    

[                    ]

CARAT INDENTURE TRUSTEE

TABLE OF CONTENTS

		Page
ARTICLE 1     DEFINITIONS AND RULES OF CONSTRUCTION		2
SECTION 1.1	Definitions	2
SECTION 1.2	Incorporation by Reference of Trust Indenture Act	2
ARTICLE II     THE CARAT 20    -SN   NOTES		2
SECTION 2.1	Form	2
SECTION 2.2	Execution, Authentication and Delivery	3
SECTION 2.3	Temporary Notes	4
SECTION 2.4	Registration; Registration of Transfer and Exchange of CARAT 20    -SN   Notes	5
SECTION 2.5	Mutilated, Destroyed, Lost or Stolen CARAT 20    -SN   Notes	6
SECTION 2.6	Persons Deemed CARAT 20    -SN   Noteholders	7
SECTION 2.7	Payment of Principal and Interest	8
SECTION 2.8	Cancellation of CARAT 20    -SN   Notes	10
SECTION 2.9	Release of Collateral	10
SECTION 2.10	Book-Entry Notes	10
SECTION 2.11	Notices to Clearing Agency	11
SECTION 2.12	Definitive Notes	11
SECTION 2.13	Depositor as CARAT 20    -SN   Noteholder	12
SECTION 2.14	Tax Treatment	12
SECTION 2.15	Special Terms Applicable to Private Notes and Class A-   Notes; Transfer of Beneficial Interest in Private Notes and Class A-   Notes	12
ARTICLE III     COVENANTS		14
SECTION 3.1	Payment of Principal and Interest and Other Amounts	14
SECTION 3.2	Maintenance of Agency Office	15
SECTION 3.3	Money for Payments To Be Held in Trust	15
SECTION 3.4	Existence	17
SECTION 3.5	Protection of CARAT Trust Estate; Acknowledgment of Pledge	17
SECTION 3.6	Opinions as to CARAT Trust Estate	18
SECTION 3.7	Performance of Obligations; Administration of COLT 20    -SN   Secured Notes	18

i

TABLE OF CONTENTS

(continued)

		Page
SECTION 3.8	Negative Covenants	19
SECTION 3.9	Annual Statement as to Compliance	20
SECTION 3.10	Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust Assets	20
SECTION 3.11	Successor or Transferee	22
SECTION 3.12	No Other Business	23
SECTION 3.13	No Borrowing	23
SECTION 3.14	Guarantees, Loans, Advances and Other Liabilities	23
SECTION 3.15	Trust Administrator’s Obligations	23
SECTION 3.16	Capital Expenditures	23
SECTION 3.17	Restricted Payments	23
SECTION 3.18	Notice of Events of Default	24
SECTION 3.19	Further Instruments and Acts	24
SECTION 3.20	CARAT Indenture Trustee’s Assignment of Administrative Secured Notes and Warranty Secured Notes	24
SECTION 3.21	Representations and Warranties by the Issuing Entity to the CARAT Indenture Trustee	24
ARTICLE IV     SATISFACTION AND DISCHARGE		25
SECTION 4.1	Satisfaction and Discharge of CARAT Indenture	25
SECTION 4.2	Application of Trust Money	26
SECTION 4.3	Repayment of Monies Held by Paying Agent	26
SECTION 4.4	Duration of Position of CARAT Indenture Trustee	26
ARTICLE V     DEFAULT AND REMEDIES		27
SECTION 5.1	Events of Default	27
SECTION 5.2	Acceleration of Maturity; Rescission and Annulment	28
SECTION 5.3	Collection of Indebtedness and Suits for Enforcement by CARAT Indenture Trustee	29
SECTION 5.4	Remedies; Priorities	31
SECTION 5.5	Optional Preservation of the CARAT Trust Estate	32
SECTION 5.6	Limitation of Suits	33
SECTION 5.7	Unconditional Rights of CARAT 20    -SN   Noteholders To Receive Principal and Interest	34

ii

TABLE OF CONTENTS

(continued)

		Page
SECTION 5.8	Restoration of Rights and Remedies	34
SECTION 5.9	Rights and Remedies Cumulative	34
SECTION 5.10	Delay or Omission Not a Waiver	34
SECTION 5.11	Control by CARAT 20    -SN   Noteholders	34
SECTION 5.12	Waiver of Past Defaults	35
SECTION 5.13	Undertaking for Costs	35
SECTION 5.14	Waiver of Stay or Extension Laws	36
SECTION 5.15	Action on CARAT 20    -SN   Notes	36
SECTION 5.16	Performance and Enforcement of Certain Obligations	36
ARTICLE VI     THE CARAT INDENTURE TRUSTEE		37
SECTION 6.1	Duties of CARAT Indenture Trustee	37
SECTION 6.2	Rights of CARAT Indenture Trustee	39
SECTION 6.3	CARAT Indenture Trustee May Own CARAT 20    -SN   Notes	40
SECTION 6.4	CARAT Indenture Trustee’s Disclaimer	40
SECTION 6.5	Notice of Default	40
SECTION 6.6	Reports by CARAT Indenture Trustee	40
SECTION 6.7	Compensation; Indemnity	41
SECTION 6.8	Replacement of CARAT Indenture Trustee	42
SECTION 6.9	Merger or Consolidation of CARAT Indenture Trustee	43
SECTION 6.10	Appointment of Co-CARAT Indenture Trustee or Separate CARAT Indenture Trustee	43
SECTION 6.11	Eligibility; Disqualification	44
SECTION 6.12	Preferential Collection of Claims Against Issuing Entity	44
SECTION 6.13	Representations and Warranties of CARAT Indenture Trustee	45
SECTION 6.14	CARAT Indenture Trustee May Enforce Claims Without Possession of CARAT 20    -SN   Notes	45
SECTION 6.15	Suit for Enforcement	46
SECTION 6.16	Rights of CARAT 20    -SN   Noteholders to Direct CARAT Indenture Trustee	46

iii

TABLE OF CONTENTS

(continued)

		Page
SECTION 6.17	Notification of CARAT 20    -SN   Noteholders Regarding Certain COLT Events; Waivers of Past Defaults; Amendments and Other Actions	46
ARTICLE VII     CARAT NOTEHOLDERS’ LISTS AND REPORTS		47
SECTION 7.1	Issuing Entity To Furnish CARAT Indenture Trustee Names and Addresses of CARAT 20    -SN   Noteholders	47
SECTION 7.2	Preservation of Information, Communications to CARAT 20    -SN   Noteholders	47
SECTION 7.3	Reports by Issuing Entity	48
SECTION 7.4	Reports by Trustee	48
ARTICLE VIII     ACCOUNTS, DISBURSEMENTS AND RELEASES		49
SECTION 8.1	Collection of Money	49
SECTION 8.2	Designated Accounts; Payments	49
SECTION 8.3	General Provisions Regarding Accounts	51
SECTION 8.4	Release of CARAT Trust Estate	51
SECTION 8.5	Opinion of Counsel	52
ARTICLE IX     SUPPLEMENTAL INDENTURES		52
SECTION 9.1	Supplemental Indentures Without Consent of CARAT 20    -SN   Noteholders	52
SECTION 9.2	Supplemental Indentures With Consent of CARAT 20    -SN   Noteholders	53
SECTION 9.3	Execution of Supplemental Indentures	55
SECTION 9.4	Effect of Supplemental Indenture	55
SECTION 9.5	Conformity with Trust Indenture Act	55
SECTION 9.6	Reference in CARAT 20    -SN   Notes to Supplemental Indentures	55
ARTICLE X     REDEMPTION OF CARAT NOTES		56
SECTION 10.1	Redemption	56
SECTION 10.2	Form of Redemption Notice	56
SECTION 10.3	CARAT 20    -SN   Notes Payable on Redemption Date	57
ARTICLE XI     MISCELLANEOUS		57
SECTION 11.1	Compliance Certificates and Opinions, etc	57

iv

TABLE OF CONTENTS

(continued)

		Page
SECTION 11.2	Form of Documents Delivered to CARAT Indenture Trustee	59
SECTION 11.3	Acts of CARAT 20    -SN   Noteholders	59
SECTION 11.4	Notices, etc., to CARAT Indenture Trustee, Issuing Entity and Rating Agencies	60
SECTION 11.5	Notices to CARAT 20    -SN   Noteholders; Waiver	61
SECTION 11.6	Alternate Payment and Notice Provisions	61
SECTION 11.7	Conflict with Trust Indenture Act	61
SECTION 11.8	Effect of Headings and Table of Contents	62
SECTION 11.9	Successors and Assigns	62
SECTION 11.10	Severability	62
SECTION 11.11	Benefits of CARAT Indenture	62
SECTION 11.12	Legal Holidays	62
SECTION 11.13	GOVERNING LAW	62
SECTION 11.14	Counterparts	63
SECTION 11.15	Recording of CARAT Indenture	63
SECTION 11.16	No Recourse	63
SECTION 11.17	No Petition	63
SECTION 11.18	Inspection	64
SECTION 11.19	Indemnification by and Reimbursement of the Trust Administrator	64

v

Exhibits

Exhibit A	Location of Schedule of Receivables
Exhibit B	Form of Note Depository Agreement
Exhibit C-1	Form of Fixed Rate Asset Backed Note
Exhibit C-2	Form of Floating Rate Asset Backed Note
Exhibit C-3	Form of Rule 144A Global Class A-   Note
Exhibit C-4	Form of Temporary Regulation S Global Class A-   Note
Exhibit C-5	Form of Permanent Regulation S Global Class A-   Note
Exhibit C-6	Form of Private Note
Exhibit D-1	Form of Transferor Certificate for Transfers of the Rule 144A Global Class A-   Notes
Exhibit D-2	Form of Transferee Certificate for Transfers of the Rule 144A Global Class A-   Notes
Exhibit D-3	Form of Regulation S Transfer Certificate
Exhibit D-4	Form of Rule 144A Transfer Certificate
Exhibit D-5	Form of Clearing System Certificate
Exhibit E	Rule 144A Certificate
Exhibit F	Form of Certification

vi

THIS CARAT INDENTURE, dated as of             , 20    , between CAPITAL AUTO RECEIVABLES ASSET TRUST 20    -SN  , a Delaware statutory trust (the “Issuer”), and [            ], as indenture trustee and not in its individual capacity (the “CARAT Indenture Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Secured Parties and the Holders of the CARAT 20    -SN   Certificates (only to the extent expressly provided herein):

GRANTING CLAUSE

The Issuing Entity hereby Grants to the CARAT Indenture Trustee at the Series 20    -SN   Closing Date, as trustee for the ratable benefit of the Secured Parties (only to the extent expressly provided herein), (a) all right, title and interest of the Issuing Entity in, to and under the COLT 20    -SN   Secured Notes (which COLT 20    -SN   Secured Notes have been issued pursuant to the COLT Indenture and executed by COLT and authenticated by the COLT Indenture Trustee pursuant to the COLT Indenture) and all monies due thereunder on and after the Series 20    -SN   Closing Date; (b) all right, title and interest of the Issuing Entity in, to and under the CARAT Basic Documents (including the right of the Issuing Entity to cause CARI to repurchase COLT 20    -SN   Secured Notes under certain circumstances and the rights of the Issuing Entity under the VAULT Security Agreement); and (c) the present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”).

The foregoing Grant is made in trust to secure the Secured Obligations, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this CARAT Indenture, all as provided in this CARAT Indenture. This CARAT Indenture constitutes a security agreement under the UCC.

The foregoing Grant includes all rights, powers and options (but none of the obligations, if any) of the Issuing Entity under any agreement or instrument included in the Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the COLT 20    -SN   Secured Notes included in the Collateral and all other monies payable under the Collateral, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Issuing Entity or otherwise and generally to do and receive anything that the Issuing Entity is or may be entitled to do or receive under or with respect to the Collateral.

The CARAT Indenture Trustee, as indenture trustee on behalf of the Secured Parties and (only to the extent expressly provided herein) the CARAT 20    -SN   Certificateholders, acknowledges such Grant and accepts the trusts under this CARAT Indenture in accordance with the provisions of this CARAT Indenture.

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

SECTION 1.1 Definitions. Certain capitalized terms used in this CARAT Indenture shall have the respective meanings assigned them in Part I of Appendix A to the Trust Sale and Administration Agreement, dated as of the date hereof (as amended from time to time, the “Trust Sale and Administration Agreement”), between the Issuing Entity, CARI and Ally Financial Inc. (“Ally Financial”). All references in this CARAT Indenture to Articles, Sections, subsections and exhibits are to the same contained in or attached to this CARAT Indenture unless otherwise specified. All terms defined in this CARAT Indenture shall have the defined meanings when used in any certificate, notice, CARAT 20    -SN   Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of such Appendix A shall be applicable to this CARAT Indenture.

SECTION 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this CARAT Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this CARAT Indenture. The following TIA terms used in this CARAT Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

“indenture securities” means the CARAT 20    -SN   Notes.

“indenture security holder” means a CARAT 20    -SN   Noteholder.

“indenture to be qualified” means this CARAT Indenture.

“indenture trustee” means the CARAT Indenture Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this CARAT Indenture that are defined by the TIA, defined by reference to another statute or defined by a Commission rule have the respective meanings assigned to them by such definitions.

ARTICLE II

THE CARAT 20    -SN   NOTES

SECTION 2.1 Form.

(a) Each of the Class A-   Notes, A-   Notes, A-   Notes, together, in each case, with the CARAT Indenture Trustee’s certificate of authentication, shall be substantially in the

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form set forth in Exhibit C-1, each of the Class             Notes, the Class             Notes, the Class             Notes, the Class             Notes and the Class A-   Notes, together, in each case, with the CARAT Indenture Trustee’s certificate of authentication shall be substantially in the form set forth in Exhibit C-2, the Rule 144A Global Class A-   Note, together with the CARAT Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-3, the Temporary Regulation S Global Class A-   Note, together with the CARAT Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-4, the Permanent Regulation S Global Class A-   Note, together with the CARAT Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-5, and each of the Class A-   Notes and the Class A-   Notes together, in each case, with the CARAT Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-6, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this CARAT Indenture, and each such CARAT 20    -SN   Note may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Authorized Officers executing such CARAT 20    -SN   Notes, as evidenced by their execution of the CARAT 20    -SN   Notes. Any portion of the text of any CARAT 20    -SN   Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the CARAT 20    -SN   Note.

(b) The Class A-   Notes shall be offered (i) to U.S. persons sold in reliance on the exemption from registration under Rule 144A under the Securities Act (the “Rule 144A Global Class A-   Note”) and (ii) to non-U.S. persons in reliance on Regulation S under the Securities Act (initially, the “Temporary Regulation S Global Class A-   Note”). After the expiration of the 40-day restricted period specified in Regulation S (the “Exchange Date”), beneficial interests in the Temporary Regulation S Global Note shall be exchangeable for interests in a corresponding permanent Global certificate (the “Permanent Regulation S Global Class A-   Note”) upon certification of non-U.S. ownership.

(c) The CARAT 20    -SN   Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such CARAT 20    -SN   Notes, as evidenced by their execution of such CARAT 20    -SN   Notes.

(d) The terms of each class of CARAT 20    -SN   Notes as provided for in Exhibits C-1 through C-6 hereto are part of the terms of this CARAT Indenture.

SECTION 2.2 Execution, Authentication and Delivery.

(a) Each CARAT 20    -SN   Note shall be dated the date of its authentication and shall be issuable as a registered CARAT 20    -SN   Note in the minimum denomination of $1,000 and in integral multiples thereof (except, if applicable, for one CARAT 20    -SN   Note representing a residual portion of each class which may be issued in a different denomination).

(b) The CARAT 20    -SN   Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the CARAT 20    -SN   Notes may be manual or facsimile.

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(c) CARAT 20    -SN   Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such CARAT 20    -SN   Notes or did not hold such office at the date of such CARAT 20    -SN   Notes.

(d) The CARAT Indenture Trustee, in exchange for the Grant of the COLT 20    -SN   Secured Notes and the other Collateral, simultaneously with the Grant to the CARAT Indenture Trustee of the COLT 20    -SN   Secured Notes, and the constructive delivery to the CARAT Indenture Trustee of the COLT 20    -SN   Secured Notes and the other Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity, CARAT 20    -SN   Notes for original issue in aggregate principal amount of $            in the following classes (i) Class A-   Notes in the aggregate principal amount of $            , (ii) Class A-   Notes in the aggregate principal amount of $            , (iii) Class A-   Notes in the aggregate principal amount of $            and (iv) Class A-   Notes in the aggregate principal amount of $            , (v) Class A-3a Notes in the aggregate principal amount of $            , (vi) Class A-3b Notes in the aggregate principal amount of $            , (vii) Class A-3c Notes in the aggregate principal amount of $            , (viii) Class A-4 Notes in the aggregate principal amount of $            , (ix) Class B-1 Notes in the aggregate principal amount of $            , (x) Class B-2 Notes in the aggregate principal amount of $            and (xi) Class C Notes in the aggregate principal amount of $            .

(e) No CARAT 20    -SN   Notes shall be entitled to any benefit under this CARAT Indenture or be valid or obligatory for any purpose, unless there appears on such CARAT 20    -SN   Note a certificate of authentication substantially in the form set forth in Exhibit C-1, Exhibit C-2, Exhibit C-3, Exhibit C-4, Exhibit C-5 or Exhibit C-6, as applicable, executed by the CARAT Indenture Trustee by the manual signature of one of its Authorized Officers, and such certificate upon any CARAT 20    -SN   Note shall be conclusive evidence, and the only evidence, that such CARAT 20    -SN   Note has been duly authenticated and delivered hereunder.

SECTION 2.3 Temporary Notes.

(a) Pending the preparation of Definitive Notes, if any, the Issuing Entity may execute, and upon receipt of an Issuing Entity Order the CARAT Indenture Trustee shall authenticate and deliver, such Temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations as are consistent with the terms of this CARAT Indenture as the Authorized Officers executing such Notes may determine, as evidenced by their execution of such CARAT 20    -SN   Notes.

(b) If Temporary Notes are issued, the Issuing Entity shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the Temporary Notes shall be exchangeable for Definitive Notes upon surrender of the Temporary Notes at the Agency Office of the Issuing Entity to be maintained as provided in Section 3.2, without charge to the CARAT 20    -SN   Noteholder. Upon surrender for cancellation of any one or more Temporary Notes, the Issuing Entity shall execute and the CARAT Indenture

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Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so delivered in exchange, the Temporary Notes shall in all respects be entitled to the same benefits under this CARAT Indenture as Definitive Notes.

SECTION 2.4 Registration; Registration of Transfer and Exchange of CARAT 20    -SN   Notes.

(a) The Issuing Entity shall cause to be kept the Note Register, comprising separate registers for each class of CARAT 20    -SN   Notes, in which, subject to such reasonable regulations as the Issuing Entity may prescribe, the Issuing Entity shall provide for the registration of the CARAT 20    -SN   Notes and the registration of transfers and exchanges of the CARAT 20    -SN   Notes. The CARAT Indenture Trustee shall initially be the Note Registrar for the purpose of registering the CARAT 20    -SN   Notes and transfers of the CARAT 20    -SN   Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity shall promptly appoint a successor Note Registrar or, if it elects not to make such an appointment, assume the duties of the Note Registrar.

(b) If a Person other than the CARAT Indenture Trustee is appointed by the Issuing Entity as Note Registrar, the Issuing Entity will give the CARAT Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register. The CARAT Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof. The CARAT Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the CARAT 20    -SN   Noteholders and the principal amounts and number of such CARAT 20    -SN   Notes.

(c) Upon surrender for registration of transfer of any CARAT 20    -SN   Note at the Corporate Trust Office of the CARAT Indenture Trustee or the Agency Office of the Issuing Entity (and following the delivery, in the former case, of such CARAT 20    -SN   Notes to the Issuing Entity by the CARAT Indenture Trustee), the Issuing Entity shall execute, the CARAT Indenture Trustee shall authenticate and the CARAT 20    -SN   Noteholder shall obtain from the CARAT Indenture Trustee, in the name of the designated transferee or transferees, one or more new CARAT 20    -SN   Notes in any authorized denominations, of a like aggregate principal amount.

(d) At the option of a CARAT 20    -SN   Noteholder, CARAT 20    -SN   Notes may be exchanged for other CARAT 20    -SN   Notes of the same class in any authorized denominations, of a like aggregate principal amount, upon surrender of such CARAT 20    -SN   Notes to be exchanged at the Corporate Trust Office of the CARAT Indenture Trustee or the Agency Office of the Issuing Entity (and following the delivery, in the former case, of such CARAT 20    -SN   Notes to the Issuing Entity by the CARAT Indenture Trustee), the Issuing Entity shall execute, and the CARAT Indenture Trustee shall authenticate and the CARAT 20    -SN   Noteholder shall obtain from the CARAT Indenture Trustee, such CARAT 20    -SN   Notes which the CARAT 20    -SN   Noteholder making the exchange is entitled to receive.

(e) All CARAT 20    -SN   Notes issued upon any registration of transfer or exchange of other CARAT 20    -SN   Notes shall be the valid obligations of the Issuing Entity, evidencing the same debt, and entitled to the same benefits under this CARAT Indenture, as the CARAT 20    -SN   Notes surrendered upon such registration of transfer or exchange.

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(f) Every CARAT 20    -SN   Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the CARAT Indenture Trustee and the Note Registrar, duly executed by the Holder thereof or such Holder’s attorney-in-fact duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office of the CARAT Indenture Trustee is located, or by a member firm of a national securities exchange, and such other documents as the CARAT Indenture Trustee may require.

(g) No service charge shall be made to a Holder for any registration of transfer or exchange of CARAT 20    -SN   Notes, but the Issuing Entity or CARAT Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of CARAT 20    -SN   Notes, other than exchanges pursuant to Sections 2.3 or 9.6 not involving any transfer.

(h) By acquiring a CARAT 20    -SN   Note or any interest therein, each purchaser and transferee shall be deemed to represent and warrant that either (A) it is not acquiring the CARAT 20    -SN   Note with the assets of (i) an “Employee Benefit Plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a “Plan” described in Section 4957(e)(1) of the Code that is subject to Section 4975 of the Code, (iii) an entity that is deemed to hold “Plan Assets” (as defined in Section 3(42) of ERISA and applicable regulations) of any of the foregoing, or (iv) any other plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code, or (B) the acquisition and holding of the CARAT 20    -SN   Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law.

(i) The preceding provisions of this Section 2.4 notwithstanding, the Issuing Entity shall not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges, of CARAT 20    -SN   Notes: (i) that have been selected for redemption pursuant to Article X, if applicable; (ii) that are due for repayment within 15 days of submission to the Corporate Trust Office or the Agency Office; or (iii) with respect to any Private Notes or Class A-   Notes, if Section 2.15 has not been complied with in connection with such transfer.

SECTION 2.5 Mutilated, Destroyed, Lost or Stolen CARAT 20    -SN   Notes.

(a) If (i) any mutilated CARAT 20    -SN   Note is surrendered to the CARAT Indenture Trustee, or the CARAT Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any CARAT 20    -SN   Note, and (ii) there is delivered to the CARAT Indenture Trustee such security or indemnity as may be required by it to hold the Issuing Entity and the CARAT Indenture Trustee harmless, then, in the absence of notice to the Issuing Entity, the Note Registrar or the CARAT Indenture Trustee that such CARAT 20    -SN   Note has been acquired by a Protected Purchaser, the Issuing Entity shall execute and upon the

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Issuing Entity’s request the CARAT Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen CARAT 20    -SN   Note, a replacement CARAT 20    -SN   Note of a like class and aggregate principal amount; provided, however, that if any such destroyed, lost or stolen CARAT 20    -SN   Note, but not a mutilated CARAT 20    -SN   Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement CARAT 20    -SN   Note, the Issuing Entity may make payment to the Holder of such destroyed, lost or stolen CARAT 20    -SN   Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof.

(b) If, after the delivery of a replacement CARAT 20    -SN   Note or payment in respect of a destroyed, lost or stolen CARAT 20    -SN   Note pursuant to Section 2.5(a), a Protected Purchaser of the original CARAT 20    -SN   Note in lieu of which such replacement CARAT 20    -SN   Note was issued presents for payment such original CARAT 20    -SN   Note, the Issuing Entity and the CARAT Indenture Trustee shall be entitled to recover such replacement CARAT 20    -SN   Note (or such payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement CARAT 20    -SN   Note from the Person to whom such replacement CARAT 20    -SN   Note was delivered; or (iii) any assignee of such Person, except a Protected Purchaser, and the Issuing Entity and the CARAT Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuing Entity or the CARAT Indenture Trustee in connection therewith.

(c) In connection with the issuance of any replacement CARAT 20    -SN   Note under this Section 2.5, the Issuing Entity may require the payment by the Holder of such CARAT 20    -SN   Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all fees and expenses of the CARAT Indenture Trustee) connected therewith.

(d) Any duplicate CARAT 20    -SN   Note issued pursuant to this Section 2.5 in replacement for any mutilated, destroyed, lost or stolen CARAT 20    -SN   Note shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost or stolen CARAT 20    -SN   Note shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits of this CARAT Indenture equally and proportionately with any and all other CARAT 20    -SN   Notes duly issued hereunder.

(e) The provisions of this Section 2.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen CARAT 20    -SN   Notes.

SECTION 2.6 Persons Deemed CARAT 20    -SN   Noteholders. Prior to due presentment for registration of transfer of any CARAT 20    -SN   Note, the Issuing Entity, the CARAT Indenture Trustee and any agent of the Issuing Entity or the CARAT Indenture Trustee may treat the Person in whose name any CARAT 20    -SN   Note is registered (as of the day of determination) as the CARAT 20    -SN   Noteholder for the purpose of receiving payments of principal of and interest on such CARAT 20    -SN   Note and for all other purposes whatsoever, whether or not such CARAT 20    -SN   Note be overdue, and neither the Issuing Entity, the CARAT Indenture Trustee nor any agent of the Issuing Entity or the CARAT Indenture Trustee shall be affected by notice to the contrary.

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SECTION 2.7 Payment of Principal and Interest.

(a) Interest on each class of CARAT 20    -SN   Notes shall accrue in the manner set forth in Exhibit C-1 through Exhibit C-6, as applicable for such class, at the applicable Interest Rate for such class and will be due and payable on each Distribution Date in accordance with the priorities set forth in Section 8.2(c). Any instalment of interest payable on any CARAT 20    -SN   Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity into the Note Distribution Account on the applicable Distribution Date and shall be paid to the Person in whose name such CARAT 20    -SN   Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided, however, that, unless and until Definitive Notes have been issued pursuant to Section 2.12, with respect to CARAT 20    -SN   Notes registered on the applicable Record Date in the name of the Note Depository (initially, Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by the Note Depository; provided, further, that with respect to any Private Notes or Class A-   Notes, upon written request of the Holder thereof, payment shall be made by wire transfer of immediately available funds to the account designated by such Holder until further written notice from such Holder.

(b) Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.2(a) that the CARAT 20    -SN   Notes have become immediately due and payable, the principal of each class of CARAT 20    -SN   Notes shall be payable in full on the Final Scheduled Distribution Date for such class and, to the extent of funds available therefor, in instalments on the Distribution Dates (if any) preceding the Final Scheduled Distribution Date for such class, in the amounts and in accordance with the priorities set forth in Section 8.2(c)(ii) or (iii), as applicable. All principal payments on each class of CARAT 20    -SN   Notes on any Distribution Date shall be made pro rata to the CARAT 20    -SN   Noteholders of such class entitled thereto. Any instalment of principal payable on any CARAT 20    -SN   Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity into the Note Distribution Account on the applicable Distribution Date and shall be paid to the Person in whose name such CARAT 20    -SN   Note (or one or more Predecessor CARAT 20    -SN   Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided, however, that, (A) unless and until Definitive Notes have been issued pursuant to Section 2.12, with respect to CARAT 20    -SN   Notes registered on the Record Date in the name of the Note Depository, payment shall be made by wire transfer in immediately available funds to the account designated by the Note Depository and (B) with respect to any Private Notes or Class A-   Notes, upon written request of the Holder thereof, payment shall be made by wire transfer of immediately available funds to the account designated by such Holder until further written notice from such Holder or, if no prior written wire transfer instructions have been given to the CARAT Indenture Trustee by such Person, by check mailed to such Person’s address as it appears on the Note Register, except for, in each case: (i) the final instalment of principal on any CARAT 20    -SN   Note and (ii) the Redemption Price for the

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CARAT 20    -SN   Notes redeemed pursuant to Section 10.1, which, in each case, shall be payable as provided herein. The funds represented by any such checks in respect of interest or principal returned undelivered shall be held in accordance with Section 3.3.

(c) From and after the occurrence of a CARAT Event of Default and a declaration in accordance with Section 5.2(a) that the CARAT 20    -SN   Notes have become immediately due and payable, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), on each Distribution Date all interest and principal payments shall be allocated in the following order of priority:

(i) first, for payment of interest pro rata on the Class A Notes, the Aggregate Class A Interest Distributable Amount;

(ii) second, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date with respect to the Class A Notes) for payment of principal pro rata on the Class A Notes;

(iii) third, for payment of interest pro rata on the Class B Notes, the Aggregate Class B Interest Distributable Amount;

(iv) fourth, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date with respect to the Class B Notes) for payment of principal pro rata on the Class B Notes;

(v) fifth, for payment of interest pro rata on the Class C Notes, the Aggregate Class C Interest Distributable Amount; and

(vi) sixth, an amount equal to the Note Principal Balance of the Class C Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date with respect to the Class C Notes) for payment of principal pro rata on the Class C Notes.

(d) With respect to any Distribution Date on which the final instalment of principal and interest on a class of CARAT 20    -SN   Notes is to be paid, the CARAT Indenture Trustee on behalf of the Issuing Entity shall notify each CARAT 20    -SN   Noteholder of record of such class as of the Record Date for such Distribution Date of the fact that the final instalment of principal of and interest on such CARAT 20    -SN   Note is to be paid on such Distribution Date. With respect to any such class of CARAT 20    -SN   Notes (other than in the case of redemption pursuant to Section 10.2), such notice shall be sent (i) on such Record Date by facsimile, if Book Entry Notes are outstanding; or (ii) not later than three Business Days after such Record Date in accordance with Section 11.5(a) if Definitive Notes are outstanding, and shall specify that such final instalment shall be payable only upon presentation and surrender of such CARAT 20    -SN   Note and shall specify the place where such CARAT 20    -SN   Note

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may be presented and surrendered for payment of such instalment and the manner in which such payment shall be made. Notices in connection with redemptions of CARAT 20    -SN   Notes shall be mailed to CARAT 20    -SN   Noteholders as provided in Section 10.2. Within 60 days of the surrender pursuant to this Section 2.7(d) or cancellation pursuant to Section 2.8 of all of the CARAT 20    -SN   Notes of a particular class, the CARAT Indenture Trustee, if requested, shall provide to the Depositor, who shall promptly deliver to each of the Rating Agencies (if any Rated Notes are outstanding) written notice stating that all CARAT 20    -SN   Notes of such class have been surrendered or canceled.

SECTION 2.8 Cancellation of CARAT 20    -SN   Notes. All CARAT 20    -SN   Notes surrendered for payment, redemption, exchange or registration of transfer shall, if surrendered to any Person other than the CARAT Indenture Trustee, be delivered to the CARAT Indenture Trustee and shall be promptly canceled by the CARAT Indenture Trustee. The Issuing Entity may at any time deliver to the CARAT Indenture Trustee for cancellation any CARAT 20    -SN   Notes previously authenticated and delivered hereunder which the Issuing Entity may have acquired in any manner whatsoever, and all CARAT 20    -SN   Notes so delivered shall be promptly canceled by the CARAT Indenture Trustee. No CARAT 20    -SN   Notes shall be authenticated in lieu of or in exchange for any CARAT 20    -SN   Notes canceled as provided in this Section 2.8, except as expressly permitted by this CARAT Indenture. All canceled CARAT 20    -SN   Notes may be held or disposed of by the CARAT Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing Entity Order that they be destroyed or returned to it; provided, however, that such Issuing Entity Order is timely and the CARAT 20    -SN   Notes have not been previously disposed of by the CARAT Indenture Trustee. The CARAT Indenture Trustee shall certify to the Issuing Entity upon request that surrendered CARAT 20    -SN   Notes have been duly canceled and retained or destroyed, as the case may be.

SECTION 2.9 Release of Collateral. The CARAT Indenture Trustee shall release property from the Lien of this CARAT Indenture other than as permitted by Sections 3.20, 8.2, 8.4 and 11.1, only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate, an Opinion of Counsel (to the extent required by the TIA) and Independent Certificates in accordance with TIA §§314(c) and 314(d)(1).

SECTION 2.10 Book-Entry Notes. Except as set forth in Section 2.15 with respect to the Private Notes, the CARAT 20    -SN   Notes, upon original issuance, shall be issued in the form of a typewritten CARAT 20    -SN   Note or CARAT 20    -SN   Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, as the initial Clearing Agency, or its custodian, by or on behalf of the Issuing Entity. Such CARAT 20    -SN   Note or CARAT 20    -SN   Notes shall be registered on the Note Register in the name of the Note Depository, and no Note Owner shall receive a Definitive Note representing such Note Owner’s interest in such CARAT 20    -SN   Note, except as provided in Section 2.12. Unless and until the Definitive Notes have been issued to Note Owners pursuant to Section 2.12:

(a) the provisions of this Section 2.10 shall be in full force and effect;

(b) the Note Registrar and the CARAT Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this CARAT Indenture (including the payment of principal of and interest on such CARAT 20    -SN   Notes and the giving of instructions or directions hereunder) as the sole Holder of such CARAT 20    -SN   Notes and shall have no obligation to the Note Owners;

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(c) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this CARAT Indenture, the provisions of this Section 2.10 shall control;

(d) the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such CARAT 20    -SN   Note Owners and the Clearing Agency and/or the Clearing Agency Participants; unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency shall make book-entry transfers between the Clearing Agency Participants and receive and transmit payments of principal of and interest on such CARAT 20    -SN   Notes to such Clearing Agency Participants, pursuant to the Note Depository Agreement; and

(e) whenever this CARAT Indenture requires or permits actions to be taken based upon instructions or directions of Holders of CARAT 20    -SN   Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Class the Clearing Agency shall be deemed to represent such percentage only to the extent that (i) it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the CARAT 20    -SN   Notes; or (ii) the CARAT Indenture Trustee has received such direction from the Note Owners directly.

SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other communication to the CARAT 20    -SN   Noteholders is required under this CARAT Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the CARAT Indenture Trustee shall give all such notices and communications specified herein to be given to CARAT 20    -SN   Noteholders to the Clearing Agency and shall have no other obligation to the Note Owners.

SECTION 2.12 Definitive Notes. If (i) the Trust Administrator advises the CARAT Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Issuing Entity is unable to locate a qualified successor; (ii) the Trust Administrator, at its option, advises the CARAT Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) after the occurrence of a CARAT Event of Default or a Trust Administrator Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Controlling Class advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the CARAT Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the CARAT Indenture Trustee of the typewritten CARAT 20    -SN   Note or CARAT 20    -SN   Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuing Entity shall execute and the CARAT Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuing Entity, the Note Registrar or the CARAT Indenture Trustee shall be liable for any delay in delivery of such instructions and

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may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the CARAT Indenture Trustee shall recognize the Holders of the Definitive Notes as CARAT 20    -SN   Noteholders.

SECTION 2.13 Depositor as CARAT 20    -SN   Noteholder. The Depositor in its individual or any other capacity may become the owner or pledgee of CARAT 20    -SN   Notes of any class and may otherwise deal with the Issuing Entity or its affiliates with the same rights it would have if it were not the Depositor.

SECTION 2.14 Tax Treatment. The Depositor and the CARAT Indenture Trustee, by entering into this CARAT Indenture, and the CARAT 20    -SN   Noteholders, by acquiring any CARAT 20    -SN   Note or interest therein, (i) express their intention that the CARAT 20    -SN   Notes qualify under applicable tax law as indebtedness secured by the Collateral, and (ii) unless otherwise required by appropriate taxing authorities, agree to treat the CARAT 20    -SN   Notes as indebtedness secured by the Collateral for the purpose 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.

SECTION 2.15 Special Terms Applicable to Private Notes and Class A-   Notes; Transfer of Beneficial Interest in Private Notes and Class A-   Notes.

(a) None of the Private Notes or Class A-   Notes have been or will be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. Consequently, the Private Notes and Class A-   Notes are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein. The Private Notes or Class A-   Notes or any interest therein are being sold in a private placement on the date hereof.

(b) Thereafter, no further sale, pledge or other transfer of

(I) any Private Note (or interest therein) may be made by any person unless either (i) such sale, pledge or other transfer is made to a “qualified institutional buyer” that executes a certificate, in the form attached hereto as Exhibit E or otherwise in form and substance satisfactory to the CARAT Indenture Trustee and the Seller, to the effect that (A) it is a “qualified institutional buyer” as defined under Rule 144A under the Securities Act, acting for its own account or the accounts of other “qualified institutional buyers” as defined under Rule 144A under the Securities Act, and (B) it is aware that the transferor of such Private Notes intends to rely on the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act, or (ii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the CARAT Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the CARAT Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to

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the CARAT Indenture Trustee and the Seller, and (B) the CARAT Indenture Trustee shall require a written opinion of counsel (which will not be at the expense of the Seller, the Trust Administrator or the CARAT Indenture Trustee) satisfactory to the Seller and the CARAT Indenture Trustee to the effect that such transfer will not violate the Securities Act, or

(II) any Class A-   Note (or interest therein) may be made by any person unless either (i) such sale, pledge or other transfer is made to a “qualified institutional buyer” that delivers any necessary certifications pursuant to Section 2.15(d) or (e) and that (A) is a “qualified institutional buyer” as defined under Rule 144A under the Securities Act, acting for its own account or the accounts of other “qualified institutional buyers” as defined under Rule 144A under the Securities Act, and (B) it is aware that the transferor of such Class A-   Notes intends to rely on the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act, (ii) such sale, pledge or other transfer occurs outside of the United States to a non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that Person delivers any necessary certifications pursuant to Section 2.15(d) or (e), or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the CARAT Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the CARAT Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the CARAT Indenture Trustee and the Seller, and (B) the CARAT Indenture Trustee shall require a written opinion of counsel (which will not be at the expense of the Seller, the Trust Administrator or the CARAT Indenture Trustee) satisfactory to the Seller and the CARAT Indenture Trustee to the effect that such transfer will not violate the Securities Act.

Neither the Seller nor the CARAT Indenture Trustee will register any of the Private Notes or the Class A-   Notes under the Securities Act, qualify any of the Private Notes or the Class A-   Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. The Private Notes shall be issued in the form of Definitive Notes and shall be in fully registered form. Sections 2.10, 2.11 and 2.12 of this CARAT Indenture shall not apply to the Private Notes.

(c) Each Private Note shall bear a legend to the effect set forth in clause (I) of Section 2.15(b) above, and each Class A-   Note shall bear a legend to the effect set forth in clause (II) of Section 2.15(b) above.

(d) If a transfer of a beneficial interest held by the related transferor in the form of a Rule 144A Global Class A-   Note to be held by the related transferee in the form of a Rule 144A Global Class A-   Note is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or

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one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the CARAT 20    -SN   Noteholder desiring to effect such transfer substantially in the form attached as Exhibit D-1 hereto and a certificate from such CARAT 20    -SN   Noteholder’s prospective transferee substantially in the form attached as Exhibit D-2 hereto. If a transfer of a beneficial interest held by the related transferor in the form of a Rule 144A Global Class A-   Note to be held by the related transferee in the form of a Temporary Regulation S Global Class A-   Note, on or prior to the Exchange Date, or a Permanent Regulation S Global Class A-   Note, after the Exchange Date, is to be made without registration under the Securities Act, then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt may conclusively rely upon) a certificate substantially in the form of Exhibit D-3 hereto (a “Regulation S Transfer Certificate”) from the CARAT 20    -SN   Noteholder desiring to effect such transfer or such other certification reasonably acceptable to the Seller and the Note Registrar, in either case to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S and that, if such transfer occurs on or prior to the Exchange Date, the interest transferred will be held immediately thereafter through Euroclear or Clearstream.

(e) If any transfer of a beneficial interest held by the related transferor in the form of a Temporary Regulation S Global Class A-   Note or a Permanent Regulation S Global Class A-   Note is to be made without registration under the Securities Act, then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt may conclusively rely upon) (i) in the case of a transfer to a transferee that takes delivery in the form of a beneficial interest in a Rule 144A Global Class A-   Note, a certificate from the CARAT 20    -SN   Noteholder desiring to effect such transfer substantially in the form of Exhibit D-4 hereto (a “Rule 144A Transfer Certificate”) or such other certification reasonably acceptable to the Seller and the Note Registrar; and (ii) in the case of a transferee that takes delivery, in the form of a beneficial interest in a Temporary Regulation S Global Class A-   Note, on or prior to the Exchange Date, or a Permanent Regulation S Global Class A-   Note, after the Exchange Date, a Regulation S Transfer Certificate from the CARAT 20    -SN   Noteholder desiring to effect such transfer or such other certification reasonably acceptable to the Seller and the Note Registrar, in either case to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S and that, if such transfer occurs on or prior to the Exchange Date, the interest transferred will be held immediately thereafter through Euroclear or Clearstream. A beneficial interest in the Class A-   Notes held by the related transferor in the form of a Temporary Regulation S Global Class A-   Note may be exchanged, only on or after the Exchange Date, for a beneficial interest held by the related transferor in the form of a Permanent Regulation S Global Class A-   Note, upon delivery to the Note Registrar of a certification substantially in the form of Exhibit D-5 hereto (a “Clearing System Certificate”).

ARTICLE III

COVENANTS

SECTION 3.1 Payment of Principal and Interest and Other Amounts. The Issuing Entity shall duly and punctually pay the principal of and interest on the CARAT 20    -SN   Notes in accordance with the CARAT 20    -SN   Notes and this CARAT Indenture. On each Distribution Date and on the Redemption Date (if applicable), the Issuing Entity shall cause amounts on deposit in the Note Distribution Account to be distributed to the CARAT 20    -SN  

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Noteholders in accordance with Sections 2.7 and 8.2, less amounts properly withheld under the Code by any Person from a payment to any CARAT 20    -SN   Noteholder of interest and/or principal. Any amounts so withheld shall be considered as having been paid by the Issuing Entity to such CARAT 20    -SN   Noteholder for all purposes of this CARAT Indenture.

SECTION 3.2 Maintenance of Agency Office. As long as any of the CARAT 20    -SN   Notes remains outstanding, the Issuing Entity shall maintain in the Borough of Manhattan, the City of New York, an office (the “Agency Office”), being an office or agency where CARAT 20    -SN   Notes may be surrendered to the Issuing Entity for registration of transfer or exchange, and where notices and demands to or upon the Issuing Entity in respect of the CARAT 20    -SN   Notes and this CARAT Indenture may be served. The Issuing Entity hereby initially appoints the CARAT Indenture Trustee to serve as its agent for the foregoing purposes. The Issuing Entity shall give prompt written notice to the CARAT Indenture Trustee of the location, and of any change in the location, of the Agency Office. If at any time the Issuing Entity shall fail to maintain any such office or agency or shall fail to furnish the CARAT Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the CARAT Indenture Trustee, and the Issuing Entity hereby appoints the CARAT Indenture Trustee as its agent to receive all such surrenders, notices and demands.

SECTION 3.3 Money for Payments To Be Held in Trust.

(a) As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any CARAT 20    -SN   Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 8.2(c) shall be made on behalf of the Issuing Entity by the CARAT Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of CARAT 20    -SN   Notes shall be paid over to the Issuing Entity except as provided in this Section 3.3.

(b) On or before each Distribution Date or the Redemption Date (if applicable), the Issuing Entity shall deposit or cause to be deposited in the Note Distribution Account pursuant to Section 4.05 of the Trust Sale and Administration Agreement an aggregate sum sufficient to pay the amounts then becoming due with respect to the CARAT 20    -SN   Notes, such sum to be held in trust for the benefit of the Persons entitled thereto.

(c) The Issuing Entity shall cause each Paying Agent other than the CARAT Indenture Trustee to execute and deliver to the CARAT Indenture Trustee an instrument in which such Paying Agent shall agree with the CARAT Indenture Trustee (and if the CARAT Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3, that such Paying Agent shall:

(i) hold all sums held by it for the payment of amounts due with respect to the CARAT 20    -SN   Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the CARAT Indenture Trustee notice of any default by the Issuing Entity (or any other obligor upon the CARAT 20    -SN   Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the CARAT 20    -SN   Notes;

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(iii) at any time during the continuance of any such default, upon the written request of the CARAT Indenture Trustee, forthwith pay to the CARAT Indenture Trustee all sums so held in trust by such Paying Agent;

(iv) immediately resign as a Paying Agent and forthwith pay to the CARAT Indenture Trustee all sums held by it in trust for the payment of CARAT 20    -SN   Notes if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and

(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any CARAT 20    -SN   Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(d) The Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this CARAT Indenture or for any other purpose, by Issuing Entity Order direct any Paying Agent to pay to the CARAT Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the CARAT Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the CARAT Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

(e) Subject to applicable laws with respect to escheat of funds, any money held by the CARAT Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any CARAT 20    -SN   Note and remaining unclaimed for one year after such amount has become due and payable shall be discharged from such trust and be paid to the Issuing Entity on Issuing Entity Request; and the Holder of such CARAT 20    -SN   Note shall thereafter, as an unsecured general creditor, look only to the Issuing Entity for payment thereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the CARAT Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the CARAT Indenture Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Issuing Entity cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to the Issuing Entity. The CARAT Indenture Trustee may also adopt and employ, at the expense of the Issuing Entity, any other reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Holders whose CARAT 20    -SN   Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the CARAT Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

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SECTION 3.4 Existence. The Issuing Entity shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuing Entity hereunder is or becomes, organized under the laws of any other state or of the United States of America, in which case the Issuing Entity shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this CARAT Indenture, the CARAT 20    -SN   Notes, the Collateral and each other instrument or agreement included in the CARAT Trust Estate.

SECTION 3.5 Protection of CARAT Trust Estate; Acknowledgment of Pledge.

(a) The Issuing Entity shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and deliver all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to:

(i) maintain or preserve the Lien (and the priority thereof) of this CARAT Indenture or carry out more effectively the purposes hereof, including by making the necessary filings of financing statements or amendments thereto within sixty days after the occurrence of any of the following and by promptly notifying the CARAT Indenture Trustee of any such filings: (A) any change in the Issuing Entity’s true legal name or any of its trade names, (B) any change in the location of the Issuing Entity’s jurisdiction of organization, (C) any merger or consolidation or other change in the Issuing Entity’s identity or organizational structure or jurisdiction of organization or jurisdiction in which the Issuing Entity is located for purposes of the UCC and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC.

(ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this CARAT Indenture and the priority thereof;

(iii) enforce the rights of the CARAT Indenture Trustee and the CARAT 20    -SN   Noteholders in any of the Collateral; or

(iv) preserve and defend title to the CARAT Trust Estate and the rights of the CARAT Indenture Trustee and the Secured Parties in such CARAT Trust Estate against the claims of all persons and parties,

and the Issuing Entity hereby designates the CARAT Indenture Trustee its agent and attorney-in-fact to authorize and/or execute any financing statement, continuation statement or other instrument required by the CARAT Indenture Trustee pursuant to this Section 3.5.

(b) The Issuing Entity hereby authorizes the CARAT Indenture Trustee to file all financing statements, continuation statements or other instruments naming the Issuing Entity as debtor that are necessary or advisable to perfect, make effective or continue the Lien of this CARAT Indenture, and authorizes the CARAT Indenture Trustee to take any such action without its signature.

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SECTION 3.6 Opinions as to CARAT Trust Estate.

(a) On the Series 20    -SN   Closing Date, the Issuing Entity shall furnish to the CARAT Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this CARAT Indenture, any indentures supplemented hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this CARAT Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective.

(b) On or before March 15 in each calendar year, beginning March 15, 20__, the Issuing Entity shall furnish to the CARAT Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this CARAT Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this CARAT Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this CARAT Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refilling of this CARAT Indenture, any indentures supplemented hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this CARAT Indenture until March 15 in the following calendar year.

SECTION 3.7 Performance of Obligations; Administration of COLT 20    -SN   Secured Notes.

(a) The Issuing Entity shall not take any action and shall use all reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the CARAT Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in this CARAT Indenture, the Trust Sale and Administration Agreement, the Pooling and Administration Agreement or such other instrument or agreement.

(b) The Issuing Entity may contract with other Persons to assist it in performing its duties under this CARAT Indenture, and any performance of such duties by a Person identified to the CARAT Indenture Trustee in the CARAT Basic Documents or an Officer’s Certificate of the Issuing Entity shall be deemed to be action taken by the Issuing Entity. Initially, the Issuing Entity has contracted with the Trust Administrator to assist the Issuing Entity in performing its duties under this CARAT Indenture.

(c) The Issuing Entity shall punctually perform and observe all of its obligations and agreements contained in this CARAT Indenture, the other CARAT Basic Documents and in the instruments and agreements included in the CARAT Trust Estate,

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including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this CARAT Indenture, the Trust Sale and Administration Agreement and the Pooling and Administration Agreement in accordance with and within the time periods provided for herein and therein.

(d) If the Issuing Entity shall have knowledge of the occurrence of a Trust Administrator Default under the Trust Sale and Administration Agreement, the Issuing Entity shall promptly notify the CARAT Indenture Trustee and the Rating Agencies and shall specify in such notice the response or action, if any, the Issuing Entity has taken or is taking with respect to such default. If a Trust Administrator Default shall arise from the failure of the Trust Administrator to perform any of its duties or obligations under this CARAT Indenture, the Trust Sale and Administration Agreement or the Pooling and Administration Agreement with respect to the COLT 20    -SN   Secured Notes, the Issuing Entity and the CARAT Indenture Trustee shall take all reasonable steps available to them pursuant to this CARAT Indenture (with respect to the CARAT Indenture Trustee, in accordance with Section 6.21(f) of this CARAT Indenture), the Trust Sale and Administration Agreement and the Pooling and Administration Agreement to remedy such failure.

(e) Without derogating from the absolute nature of the assignment granted to the CARAT Indenture Trustee under this CARAT Indenture or the rights of the CARAT Indenture Trustee hereunder, the Issuing Entity agrees that it shall not, without the prior written consent of the CARAT Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Controlling Class, as applicable in accordance with the terms of this CARAT Indenture, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or any of the CARAT Basic Documents, or waive timely performance or observance by the Trust Administrator or the Depositor under the Trust Sale and Administration Agreement or the Pooling and Administration Agreement or Ally Financial under the Pooling and Administration Agreement.

SECTION 3.8 Negative Covenants. So long as any CARAT 20    -SN   Notes are Outstanding, the Issuing Entity shall not:

(a) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, except the Issuing Entity may cause the Trust Administrator to (i) sell or otherwise dispose of Warranty Secured Notes and Administrative Secured Notes, (ii) make cash payments out of the Designated Accounts and the Certificate Distribution Account and (iii) take other actions, in each case as permitted by the CARAT Basic Documents;

(b) claim any credit on, or make any deduction from the principal or interest payable in respect of the CARAT 20    -SN   Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former CARAT 20    -SN   Noteholder by reason of the payment of any taxes levied or assessed upon any part of the CARAT Trust Estate;

(c) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other event specified in Section 5.1(f); or

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(d) either (i) permit the validity or effectiveness of this CARAT Indenture or any other CARAT Basic Document to be impaired, or permit the Lien of this CARAT Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the CARAT 20    -SN   Notes under this CARAT Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this CARAT Indenture) to be created on or extend to or otherwise arise upon or burden the CARAT Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens and any other Liens that arise by operation of law, in each case on a Vehicle and arising solely as a result of an action or omission of the related Lessee), or (iii) permit the Lien of this CARAT Indenture not to constitute a valid first priority perfected security interest in the CARAT Trust Estate (other than tax liens and any other Liens that arise by operation of law, in each case on a Vehicle and arising solely as a result of an action or omission of the related Lessee).

SECTION 3.9 Annual Statement as to Compliance. The Issuing Entity shall deliver to the CARAT Indenture Trustee on or before March 15 of each year, beginning March 15, 20    , an Officer’s Certificate signed by an Authorized Officer, dated as of December 31 of the immediately preceding year, in each case stating that:

(a) a review of the activities of the Issuing Entity during the preceding 12-month period (or, with respect to the first such Officer’s Certificate, such period as shall have elapsed since the Series 20    -SN   Closing Date to the date of the Officer’s Certificate) and of performance under this CARAT Indenture has been made under such Authorized Officer’s supervision; and

(b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuing Entity has fulfilled all of its obligations under this CARAT Indenture throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Authorized Officer and the nature and status thereof. A copy of such certificate may be obtained by any CARAT 20    -SN   Noteholder by a request in writing to the Issuing Entity addressed to the Corporate Trust Office of the CARAT Indenture Trustee.

SECTION 3.10 Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust Assets.

(a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless:

(i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America, or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the CARAT Indenture Trustee, in form satisfactory to the CARAT Indenture Trustee, the due and timely payment of the principal of and interest on all CARAT 20    -SN   Notes and the performance or observance of every agreement and covenant of this CARAT Indenture on the part of the Issuing Entity to be performed or observed, all as provided herein;

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(ii) immediately after giving effect to such merger or consolidation, no Default or CARAT Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and such Person;

(iv) any action as is necessary to maintain the Lien created by this CARAT Indenture shall have been taken; and

(v) the Issuing Entity shall have delivered to the CARAT Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity each stating:

(A) that such consolidation or merger and such supplemental indenture comply with this Section 3.10;

(B) that such consolidation or merger and such supplemental indenture shall have no material adverse tax consequence to the Issuing Entity or any Financial Party; and

(C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act.

(b) Except as otherwise expressly permitted by this CARAT Indenture or the other CARAT Basic Documents, the Issuing Entity shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets, including those included in the CARAT Trust Estate, to any Person, unless:

(i) the Person that acquires such properties or assets of the Issuing Entity (1) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State and (2) by an indenture supplemental hereto, executed and delivered to the CARAT Indenture Trustee, in form satisfactory to the CARAT Indenture Trustee:

(A) expressly assumes the due and punctual payment of the principal of and interest on all CARAT 20    -SN   Notes and the performance or observance of every agreement and covenant of this CARAT Indenture on the part of the Issuing Entity to be performed or observed, all as provided herein or therein;

(B) expressly agrees that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of the Secured Parties;

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(C) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this CARAT Indenture and the CARAT 20    -SN   Notes; and

(D) expressly agrees that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the CARAT 20    -SN   Notes;

(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and such Person;

(iv) any action as is necessary to maintain the Lien created by this CARAT Indenture shall have been taken; and

(v) the Issuing Entity shall have delivered to the CARAT Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that:

(A) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture comply with this Section 3.10;

(B) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture have no material adverse tax consequence to the Trust or to any Financial Parties; and

(C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act.

SECTION 3.11 Successor or Transferee.

(a) Upon any consolidation or merger of the Issuing Entity in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuing Entity) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuing Entity under this CARAT Indenture and the other CARAT Basic Documents with the same effect as if such Person had been named as the Issuing Entity herein.

(b) Upon a conveyance or transfer of substantially all the assets and properties of the Issuing Entity pursuant to Section 3.10(b), the Issuing Entity shall be released from every covenant and agreement of this CARAT Indenture and the other CARAT Basic Documents to be observed or performed on the part of the Issuing Entity with respect to the CARAT 20    -SN   Notes immediately upon the delivery of written notice to the CARAT Indenture Trustee from the Person acquiring such assets and properties stating that the Issuing Entity is to be so released.

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SECTION 3.12 No Other Business. The Issuing Entity shall not engage in any business or activity other than acquiring, holding and managing the Collateral and the proceeds therefrom in the manner contemplated by the CARAT Basic Documents, issuing the CARAT 20    -SN   Notes and the CARAT 20    -SN   Certificates, making payments on the CARAT 20    -SN   Notes and the CARAT 20    -SN   Certificates and such other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto, as set forth in Section 2.3 of the Trust Agreement.

SECTION 3.13 No Borrowing. The Issuing Entity shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for money borrowed other than indebtedness for money borrowed in respect of the CARAT 20    -SN   Notes or otherwise in accordance with the CARAT Basic Documents.

SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this CARAT Indenture or the other CARAT Basic Documents, the Issuing Entity shall not make any loan or advance of credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

SECTION 3.15 Trust Administrator’s Obligations. The Issuing Entity shall use its best efforts to cause the Trust Administrator to comply with its obligations under Section 3.07 of the Pooling and Administration Agreement and Sections 4.01 and 4.02 of the Trust Sale and Administration Agreement.

SECTION 3.16 Capital Expenditures. The Issuing Entity shall not make any expenditure (whether by long-term or operating lease or otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the COLT 20    -SN   Secured Notes and other property and rights from the Depositor pursuant to the Trust Sale and Administration Agreement.

SECTION 3.17 Restricted Payments. Except for payments of principal or interest on or redemption of the CARAT 20    -SN   Notes, so long as any CARAT 20    -SN   Notes are Outstanding, the Issuing Entity shall not, directly or indirectly:

(a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the CARAT Owner Trustee or any owner of a beneficial interest in the Issuing Entity or otherwise, in each case with respect to any ownership or equity interest or similar security in or of the Issuing Entity or to the Trust Administrator;

(b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or similar security; or

(c) set aside or otherwise segregate any amounts for any such purpose;

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provided, however, that the Issuing Entity may make, or cause to be made, distributions to the Trust Administrator, the Depositor, the CARAT Indenture Trustee, the CARAT Owner Trustee, and the Financial Parties as permitted by, and to the extent funds are available for such purpose under, the Trust Sale and Administration Agreement, the Trust Agreement or the other CARAT Basic Documents. The Issuing Entity shall not, directly or indirectly, make payments to or distributions from the CARAT Collection Account except in accordance with the CARAT Basic Documents.

SECTION 3.18 Notice of Events of Default. The Issuing Entity agrees to give the CARAT Indenture Trustee and the Rating Agencies prompt written notice of each CARAT Event of Default, COLT Event of Default, each Trust Administrator Default, each default on the part of the Depositor or the Trust Administrator of its respective obligations under the Trust Sale and Administration Agreement and each default on the part of Ally Financial or the Trust Administrator of its respective obligations under the Pooling and Administration Agreement.

SECTION 3.19 Further Instruments and Acts. Upon request of the CARAT Indenture Trustee, the Issuing Entity shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this CARAT Indenture.

SECTION 3.20 CARAT Indenture Trustee’s Assignment of Administrative Secured Notes and Warranty Secured Notes. Upon receipt of the Administrative Purchase Payment or the Warranty Payment with respect to an Administrative Secured Note or a Warranty Secured Note, as the case may be, the CARAT Indenture Trustee shall assign, without recourse, representation or warranty, to the Trust Administrator or the Warranty Purchaser, as the case may be, all the CARAT Indenture Trustee’s right, title and interest in and to such repurchased COLT 20    -SN   Secured Note; the collateral therefor and the related rights assigned thereunder; such assignment being an assignment outright and not for security; and the Trust Administrator or the Warranty Purchaser, as applicable, shall thereupon own such COLT 20    -SN   Secured Note, and all such security and documents, free of any further obligation to the CARAT Indenture Trustee, the CARAT 20    -SN   Noteholders or the CARAT 20    -SN   Certificateholders with respect thereto. If in any enforcement suit or legal proceeding it is held that the Trust Administrator may not enforce a COLT 20    -SN   Secured Note on the ground that it is not a real party in interest or a holder entitled to enforce the COLT 20    -SN   Secured Note, the CARAT Indenture Trustee shall, at the Trust Administrator’s expense, take such steps as the Trust Administrator requests in writing and deems necessary to enforce the COLT 20    -SN   Secured Note, including bringing suit in the CARAT Indenture Trustee’s name or the names of the CARAT 20    -SN   Noteholders or, pursuant to Section 4.4, the CARAT 20    -SN   Certificateholders.

SECTION 3.21 Representations and Warranties by the Issuing Entity to the CARAT Indenture Trustee. The Issuing Entity hereby represents and warrants to the CARAT Indenture Trustee as follows as of the Closing Date:

(a) Good Title. No COLT 20    -SN   Secured Note has been sold, transferred, assigned or pledged by the Issuing Entity to any Person other than the CARAT Indenture Trustee; immediately prior to the conveyance of the COLT 20    -SN   Secured Notes pursuant to

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this CARAT Indenture, the Issuing Entity had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this CARAT Indenture by the Issuing Entity, the CARAT Indenture Trustee shall have all of the right, title and interest of the Issuing Entity in, to and under the COLT 20    -SN   Secured Notes, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any Lien. The Issuing Entity has caused COLT to have the COLT 20    -SN   Secured Notes registered in the name of the CARAT Indenture Trustee.

(b) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the CARAT Indenture Trustee a first priority perfected security interest in the COLT 20    -SN   Secured Notes shall have been made.

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1 Satisfaction and Discharge of CARAT Indenture. This CARAT Indenture shall cease to be of further effect with respect to the CARAT 20    -SN   Notes except as to: (i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen CARAT 20    -SN   Notes; (iii) rights of CARAT 20    -SN   Noteholders to receive payments of principal thereof and interest thereon; (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.18, 3.20 and 11.16; (v) the rights, obligations and immunities of the CARAT Indenture Trustee hereunder (including the rights of the CARAT Indenture Trustee under Section 6.7 and the obligations of the CARAT Indenture Trustee under Sections 4.2 and 4.4); and (vi) the rights of CARAT 20    -SN   Noteholders as beneficiaries hereof with respect to the property so deposited with the CARAT Indenture Trustee payable to all or any of them, and the CARAT Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this CARAT Indenture with respect to the CARAT 20    -SN   Notes, if:

(a) either:

(i) all CARAT 20    -SN   Notes theretofore authenticated and delivered (other than (A) CARAT 20    -SN   Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (B) CARAT 20    -SN   Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.3) have been delivered to the CARAT Indenture Trustee for cancellation; or

(ii) all CARAT 20    -SN   Notes not theretofore delivered to the CARAT Indenture Trustee for cancellation:

(A) have become due and payable,

(B) will be due and payable on their respective Final Scheduled Distribution Dates within one year, or

(C) are to be called for redemption within one year under arrangements satisfactory to the CARAT Indenture Trustee for the giving of notice of redemption by the CARAT Indenture Trustee in the name, and at the expense, of the Issuing Entity or such CARAT 20__-SN_ Notes have been redeemed in accordance with Section 10.1,

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and the Issuing Entity, in the case of clause (A), (B) or (C) of subsection 4.1(a)(ii) above, has irrevocably deposited or caused to be irrevocably deposited with the CARAT Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire unpaid principal and accrued interest on such CARAT 20__-SN_ Notes not theretofore delivered to the CARAT Indenture Trustee for cancellation when due on the Final Scheduled Distribution Date for such CARAT 20__-SN_ Notes or the Redemption Date for such CARAT 20__-SN_ Notes (if such CARAT 20__-SN_ Notes have been called for redemption pursuant to Section 10.1), as the case may be;

(b) the Issuing Entity has paid or caused to be paid all other sums payable hereunder or under any Third Party Instrument by the Issuing Entity; and

(c) the Issuing Entity has delivered to the CARAT Indenture Trustee an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA or the CARAT Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this CARAT Indenture have been complied with.

SECTION 4.2 Application of Trust Money. All monies deposited with the CARAT Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the CARAT 20__-SN_ Notes and this CARAT Indenture, to the payment, either directly or through any Paying Agent, as the CARAT Indenture Trustee may determine, to the Holders of the particular CARAT 20__-SN_ Notes for the payment or redemption of which such monies have been deposited with the CARAT Indenture Trustee, of all sums due and to become due thereon for principal and interest and to payment to any other Secured Party or any holder of a Third Party Instrument of all sums, if any, due or to become due to any other Secured Party or any holder of a Third Party Instrument under and in accordance with this CARAT Indenture; but such monies need not be segregated from other funds except to the extent required herein or in the Trust Sale and Administration Agreement, or as required by law.

SECTION 4.3 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this CARAT Indenture with respect to the CARAT 20__-SN_ Notes, all monies then held by any Paying Agent other than the CARAT Indenture Trustee under the provisions of this CARAT Indenture with respect to such CARAT 20__-SN_ Notes shall, upon demand of the Issuing Entity, be paid to the CARAT Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

SECTION 4.4 Duration of Position of CARAT Indenture Trustee. Notwithstanding the payment in full of all principal and interest due to the CARAT 20__-SN_ Noteholders, under the terms of the CARAT 20__-SN_ Notes and the cancellation of the CARAT 20__-SN_ Notes,

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the CARAT Indenture Trustee shall continue to act in the capacity as CARAT Indenture Trustee hereunder for the benefit of the CARAT 20__-SN_ Certificateholders, for purposes of compliance with, and the CARAT Indenture Trustee shall comply with its obligations under, Sections 5.01(a), 7.02 and 7.03 of the Trust Sale and Administration Agreement, as appropriate, until such time as all distributions due to the CARAT 20__-SN_ Certificateholders have been paid in full and in such capacity, the CARAT Indenture Trustee shall have the rights, benefits and immunities set forth in Article VI hereof.

ARTICLE V

DEFAULT AND REMEDIES

SECTION 5.1 Events of Default. For the purposes of this CARAT Indenture, “Event of Default” wherever used herein, means any one of the following events:

(a) failure to pay the full Noteholders’ Interest Distributable Amount on the Controlling Class on any Distribution Date, and such default shall continue unremedied for a period of five days; or

(b) except as set forth in Section 5.1(c), failure to pay any instalment of the principal of any CARAT 20__-SN_ Note as and when the same becomes due and payable, and such default continues unremedied for a period of 30 days after there shall have been given, by registered or certified mail, to the Depositor (or the Trust Administrator, as applicable) by the CARAT Indenture Trustee or to the Depositor (or the Trust Administrator, as applicable) and the CARAT Indenture Trustee by the Holders of not less than 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default and demanding that it be remedied and stating that such notice is a “Notice of Default” hereunder; or

(c) failure to pay in full the outstanding principal balance of any class of CARAT 20__-SN_ Notes by the Final Scheduled Distribution Date for such class; or

(d) default in the observance or performance in any material respect of any other covenants or agreements of the Issuing Entity made in this CARAT Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere specifically dealt with in this Section 5.1) which failure materially and adversely affects the rights of the CARAT 20__-SN_ Noteholders, and such default shall continue or not be cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Depositor (or the Trust Administrator, as applicable) by the CARAT Indenture Trustee or to the Depositor (or the Trust Administrator, as applicable) and the CARAT Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Class A Notes, a written notice specifying such default, demanding that it be remedied and stating that such notice is a “Notice of Default” hereunder; or

(e) the filing of a decree or application for relief by a court having jurisdiction in the premises in respect of the Issuing Entity or any substantial part of the CARAT Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the

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CARAT Trust Estate, or ordering the winding-up or liquidation of the Issuing Entity’s affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or

(f) the commencement by the Issuing Entity of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuing Entity to the entry of an application for relief in an involuntary case under any such law, or the consent by the Issuing Entity to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the CARAT Trust Estate, or the making by the Issuing Entity of any general assignment for the benefit of creditors, or the failure by the Issuing Entity generally to pay its debts as such debts become due, or the taking of action by the Issuing Entity in furtherance of any of the foregoing.

The Issuing Entity shall deliver to the CARAT Indenture Trustee within five Business Days after learning of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become a CARAT Event of Default under Section 5.1(d), its status and what action the Issuing Entity is taking or proposes to take with respect thereto.

SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

(a) If a CARAT Event of Default should occur and be continuing, then and in every such case, unless the principal amount of the CARAT 20__-SN_ Notes shall have already become due and payable, either the CARAT Indenture Trustee or the Holders of CARAT 20__-SN_ Notes representing not less than a majority of the Outstanding Amount of the Controlling Class may declare all the CARAT 20__-SN_ Notes to be immediately due and payable, by a notice in writing to the Issuing Entity (and to the CARAT Indenture Trustee if given by the CARAT 20__-SN_ Noteholders) setting forth the Event or Events of Default, and upon any such declaration the unpaid principal amount of such CARAT 20__-SN_ Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

(b) At any time after such declaration of acceleration of maturity of the CARAT 20__-SN_ Notes has been made and before a judgment or decree for payment of the money due thereunder has been obtained by the CARAT Indenture Trustee as hereinafter provided in this Article V, the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the Controlling Class, by written notice to the Issuing Entity and the CARAT Indenture Trustee, may waive all Defaults set forth in the notice delivered pursuant to Section 5.2(a), and rescind and annul such declaration and its consequences; provided, however, that no such rescission and annulment shall extend to or affect any other Default or impair any right consequent thereto; and provided, further, that if the CARAT Indenture Trustee shall have proceeded to enforce any right under this CARAT Indenture and such Proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or such Proceedings shall have been determined adversely to the CARAT Indenture Trustee, then and in every such case, the CARAT Indenture Trustee, the Issuing Entity and the CARAT 20__-SN_ Noteholders, as the case may be, shall be restored respectively to their

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former positions and rights hereunder, and all rights, remedies and powers of the CARAT Indenture Trustee, the Issuing Entity and the CARAT 20__-SN_ Noteholders, as the case may be, shall continue as though no such Proceedings had been commenced.

SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by CARAT Indenture Trustee.

(a) The Issuing Entity covenants that if a CARAT Event of Default occurs and such CARAT Event of Default has not been waived pursuant to Section 5.12, the Issuing Entity shall, upon demand of the CARAT Indenture Trustee, pay to the CARAT Indenture Trustee, for the ratable benefit of the CARAT 20__-SN_ Noteholders in accordance with their respective outstanding principal amounts, the whole amount then due and payable on such CARAT 20__-SN_ Notes for principal and interest, with interest upon the overdue principal, at the rate borne by the CARAT 20__-SN_ Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the CARAT Indenture Trustee and its agents and counsel.

(b) If the Issuing Entity shall fail forthwith to pay such amounts upon such demand, the CARAT Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuing Entity or other obligor upon such CARAT 20__-SN_ Notes and collect in the manner provided by law out of the property of the Issuing Entity or other obligor upon such CARAT 20__-SN_ Notes, wherever situated, the monies adjudged or decreed to be payable.

(c) If a CARAT Event of Default occurs and is continuing, the CARAT Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the CARAT 20__-SN_ Noteholders, by such appropriate Proceedings as the CARAT Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this CARAT Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the CARAT Indenture Trustee by this CARAT Indenture or by applicable law.

(d) If there shall be pending, relative to the Issuing Entity or any other obligor upon the CARAT 20__-SN_ Notes or any Person having or claiming an ownership interest in the CARAT Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuing Entity or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the CARAT 20__-SN_ Notes, or to the creditors or property of the Issuing Entity or such other obligor, the CARAT Indenture Trustee, irrespective of whether the principal of any CARAT 20__-SN_ Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the CARAT Indenture Trustee shall have

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made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal and interest and all other amounts owing and unpaid in respect of the CARAT 20__-SN_ Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the CARAT Indenture Trustee (including any claim for reasonable compensation to the CARAT Indenture Trustee and each predecessor CARAT Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the CARAT Indenture Trustee and each predecessor CARAT Indenture Trustee, except as a result of negligence, fraud or bad faith) and of the CARAT 20__-SN_ Noteholders allowed in such Proceedings;

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of CARAT 20__-SN_ Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the CARAT 20__-SN_ Noteholders and of the CARAT Indenture Trustee on their behalf; and

(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the CARAT Indenture Trustee or the Holders of CARAT 20__-SN_ Notes allowed in any judicial proceedings relative to the Issuing Entity, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such CARAT 20__-SN_ Noteholders to make payments to the CARAT Indenture Trustee for application in accordance with the priorities set forth in the CARAT Basic Documents, and, if the CARAT Indenture Trustee shall consent to the making of payments directly to such CARAT 20__-SN_ Noteholders, to pay to the CARAT Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the CARAT Indenture Trustee, each predecessor CARAT Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the CARAT Indenture Trustee and each predecessor CARAT Indenture Trustee except as a result of negligence, fraud or bad faith.

(e) Nothing herein contained shall be deemed to authorize the CARAT Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any CARAT 20__-SN_ Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the CARAT 20__-SN_ Notes or the rights of any Holder thereof or to authorize the CARAT Indenture Trustee to vote in respect of the claim of any CARAT 20__-SN_ Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f) All rights of action and of asserting claims under this CARAT Indenture, or under any of the CARAT 20__-SN_ Notes, may be enforced by the CARAT Indenture

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Trustee without the possession of any of the CARAT 20__-SN_ Notes or the production thereof in any trial or other Proceedings relative thereto, and any such Proceedings instituted by the CARAT Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the CARAT Indenture Trustee, each predecessor CARAT Indenture Trustee and their respective agents and attorneys, shall be for the benefit of the Secured Parties in accordance with the priorities set forth in the CARAT Basic Documents.

(g) In any Proceedings brought by the CARAT Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this CARAT Indenture to which the CARAT Indenture Trustee shall be a party), the CARAT Indenture Trustee shall be held to represent all the CARAT 20__-SN_ Noteholders, and it shall not be necessary to make any CARAT 20__-SN_ Noteholder a party to any such Proceedings.

(h) With respect to any claims for payments of reimbursement for expenses, disbursement or compensation of any Person made of the Issuing Entity pursuant to this Section 5.3, where more than one Person has made such a claim, the Issuing Entity will not reimburse any Person other than the CARAT Indenture Trustee for such amounts if, prior to incurring such expenses, the Affected Parties reasonably could have avoided such expense by coordinating their claims under this CARAT Indenture with the CARAT Indenture Trustee.

SECTION 5.4 Remedies; Priorities.

(a) If a CARAT Event of Default shall have occurred and be continuing and the CARAT 20__-SN_ Notes have been accelerated under Section 5.2(a), the CARAT Indenture Trustee may do one or more of the following (subject to Section 5.3 and Section 5.5):

(i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the CARAT 20__-SN_ Notes or under this CARAT Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity and any other obligor upon such CARAT 20__-SN_ Notes monies adjudged due;

(ii) institute Proceedings from time to time for the complete or partial foreclosure of this CARAT Indenture with respect to the CARAT Trust Estate;

(iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders; and

(iv) sell the CARAT Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law or elect to have the Issuing Entity maintain possession of the CARAT Trust Estate and continue to apply payments on the COLT 20__-SN_ Secured Notes as if there had been no declaration of acceleration; provided, however, that the CARAT Indenture Trustee may not sell or otherwise liquidate the CARAT Trust Estate following a CARAT Event of Default and acceleration of the CARAT 20__-SN_ Notes, unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the CARAT 20__-SN_ Notes consent thereto or (B) the

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proceeds of such sale or liquidation distributable to the CARAT 20__-SN_ Noteholders are sufficient to discharge in full the principal of and the accrued interest on the CARAT 20__-SN_ Notes, each at the date of such sale or liquidation and (y) make all distributions from the CARAT Collection Account described in Sections 8.01(b)(i) through (vi) of the Trust Sale and Administration Agreement or (C) (x) there has been a CARAT Event of Default under Section 5.1(a), (b) or (c) or otherwise arising from a failure to make a required payment of principal on any CARAT 20__-SN_ Notes, (y) the CARAT Indenture Trustee determines that the CARAT Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the CARAT 20__-SN_ Notes as and when they would have become due if the CARAT 20__-SN_ Notes had not been declared due and payable, and (z) the CARAT Indenture Trustee obtains the consent of the Holders of a majority of the aggregate Outstanding Amount of the Controlling Class and (ii) 10 days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the CARAT Indenture Trustee at least two business days prior thereto. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the CARAT Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the CARAT Trust Estate for such purpose.

provided, however, that prior to the exercise of the right to sell all or any portion of the CARAT Trust Estate as provided herein, the CARAT Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Depositor and the CARAT Owner Trustee) (the “CARAT Event of Default Sale Notice”) of its intention to sell all or any portion of the CARAT Trust Estate (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the CARAT Trust Estate, the portion of the CARAT Trust Estate to be sold. The CARAT Indenture Trustee shall not consummate any sale until at least seven Business Days after the CARAT Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Depositor) (the “Authorization Date”).

(b) If the CARAT Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

FIRST: to the CARAT Indenture Trustee for amounts due under Section 6.7 and then to the CARAT Owner Trustee for amounts due to the CARAT Owner Trustee (not including amounts due for payments to the CARAT 20__-SN_ Certificateholders) under the Trust Agreement or the Trust Sale and Administration Agreement; and

SECOND: to the CARAT Collection Account, for distribution pursuant to Sections 8.01(b) and (e) of the Trust Sale and Administration Agreement.

SECTION 5.5 Optional Preservation of the CARAT Trust Estate. If the CARAT 20__-SN_ Notes have been declared to be due and payable under Section 5.2 following a CARAT Event of Default and such declaration and its consequences have not been rescinded and annulled in accordance with Section 5.2(b), the CARAT Indenture Trustee may, but need not elect to, take and maintain possession of the CARAT Trust Estate. It is the desire of the parties hereto and the Secured Parties that there be at all times sufficient funds for the payment of the Secured Obligations to the Secured Parties and the CARAT Indenture Trustee shall take such

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desire into account when determining whether or not to take and maintain possession of the CARAT Trust Estate. In determining whether to take and maintain possession of the CARAT Trust Estate, the CARAT Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the CARAT Trust Estate for such purpose.

SECTION 5.6 Limitation of Suits. No Holder of any CARAT 20__-SN_ Note shall have any right to institute any Proceeding with respect to this CARAT Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a) such Holder has previously given written notice to the CARAT Indenture Trustee of a continuing CARAT Event of Default;

(b) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class have made written request to the CARAT Indenture Trustee to institute such Proceeding in respect of such CARAT Event of Default in its own name as CARAT Indenture Trustee hereunder;

(c) such Holder or Holders have offered to the CARAT Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request;

(d) the CARAT Indenture Trustee for 60 days after its receipt of such notice under Section 5.6(a) above, request under Section 5.6(b) above and offer of indemnity under Section 5.6(c) above has failed to institute such Proceedings; and

(e) no direction inconsistent with such written request has been given to the CARAT Indenture Trustee during such 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class;

it being understood and intended that no one or more Holders of CARAT 20__-SN_ Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this CARAT Indenture to affect, disturb or prejudice the rights of any other Holders of CARAT 20__-SN_ Notes or to obtain or to seek to obtain priority or preference over any other Holders of CARAT 20__-SN_ Notes or to enforce any right under this CARAT Indenture, except in the manner herein provided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the CARAT 20__-SN_ Notes held by each CARAT 20__-SN_ Noteholder) and common benefit of all holders of CARAT 20__-SN_ Notes. For the protection and enforcement of the provisions of this Section 5.6, each and every CARAT 20__-SN_ Noteholder shall be entitled to such relief as can be given either at law or in equity.

If the CARAT Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of CARAT 20__-SN_ Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class, the CARAT Indenture Trustee shall take the action requested by the group representing the higher percentage of the Outstanding Amount of the Controlling Class, notwithstanding any other provisions of this CARAT Indenture.

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SECTION 5.7 Unconditional Rights of CARAT 20__-SN_ Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this CARAT Indenture, the Holder of any CARAT 20__-SN_ Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, on such CARAT 20__-SN_ Note on or after the respective due dates thereof expressed in such CARAT 20__-SN_ Note or in this CARAT Indenture (or, in the case of redemption, if applicable, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

SECTION 5.8 Restoration of Rights and Remedies. If the CARAT Indenture Trustee or any CARAT 20__-SN_ Noteholder has instituted any Proceeding to enforce any right or remedy under this CARAT Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the CARAT Indenture Trustee or to such CARAT 20__-SN_ Noteholder, then and in every such case the Issuing Entity, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders shall, subject to any determination in such Proceeding, be restored severally to their respective former positions hereunder, and thereafter all rights and remedies of the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the CARAT Indenture Trustee or to the CARAT 20__-SN_ Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the CARAT Indenture Trustee or any Holder of any CARAT 20__-SN_ Note to exercise any right or remedy accruing upon any Default or CARAT Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or CARAT Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the CARAT Indenture Trustee or to the CARAT 20__-SN_ Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the CARAT Indenture Trustee or by the CARAT 20__-SN_ Noteholders, as the case may be.

SECTION 5.11 Control by CARAT 20__-SN_ Noteholders. The Holders of a majority of the Outstanding Amount of the Controlling Class shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the CARAT Indenture Trustee, have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the CARAT Indenture Trustee with respect to the CARAT 20__-SN_ Notes or exercising any trust or power conferred on the CARAT Indenture Trustee; provided, however, that:

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(a) such direction shall not be in conflict with any rule of law or with this CARAT Indenture;

(b) subject to the express terms of Section 5.4, any direction to the CARAT Indenture Trustee to sell or liquidate the CARAT Trust Estate shall be by the Holders of CARAT 20__-SN_ Notes representing not less than 100% of the Outstanding Amount of the CARAT 20__-SN_ Notes;

(c) if the conditions set forth in Section 5.5 have been satisfied and the CARAT Indenture Trustee elects to retain the CARAT Trust Estate pursuant to Section 5.5, then any direction to the CARAT Indenture Trustee by Holders of CARAT 20__-SN_ Notes representing less than 100% of the Outstanding Amount of the CARAT 20__-SN_ Notes to sell or liquidate the CARAT Trust Estate shall be of no force and effect; and

(d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the CARAT Indenture Trustee need not take any action that it determines might cause it to incur any liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

SECTION 5.12 Waiver of Past Defaults.

(a) Prior to the declaration of the acceleration of the maturity of the CARAT 20__-SN_ Notes as provided in Section 5.2, the Holders of not less than a majority of the Outstanding Amount of the Controlling Class may waive any past Default or Event of Default and its consequences except a Default (i) in the payment of principal of or interest on any of the CARAT 20__-SN_ Notes or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each CARAT 20__-SN_ Note. In the case of any such waiver, the Issuing Entity, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders shall be restored to their respective former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

(b) Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any CARAT Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this CARAT Indenture; but no such waiver shall extend to any subsequent or other Default or CARAT Event of Default or impair any right consequent thereto.

SECTION 5.13 Undertaking for Costs. All parties to this CARAT Indenture agree, and each Holder of any CARAT 20__-SN_ Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this CARAT Indenture, or in any Proceeding against the CARAT Indenture Trustee for any action taken, suffered or omitted by it as CARAT Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such Proceeding, having due

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regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13 shall not apply to:

(a) any Proceeding instituted by the CARAT Indenture Trustee;

(b) any Proceeding instituted by the any CARAT 20__-SN_ Noteholder, or group of CARAT 20__-SN_ Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Controlling Class; or

(c) any Proceeding instituted by any CARAT 20__-SN_ Noteholder for the enforcement of the payment of principal of or interest on any CARAT 20__-SN_ Note on or after the respective due dates expressed in such CARAT 20__-SN_ Note and in this CARAT Indenture (or, in the case of redemption, on or after the Redemption Date).

SECTION 5.14 Waiver of Stay or Extension Laws. The Issuing Entity covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this CARAT Indenture. The Issuing Entity (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the CARAT Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.15 Action on CARAT 20__-SN_ Notes. The CARAT Indenture Trustee’s right to seek and recover judgment on the CARAT 20__-SN_ Notes or under this CARAT Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this CARAT Indenture. Neither the Lien of this CARAT Indenture nor any rights or remedies of the CARAT Indenture Trustee or the CARAT 20__-SN_ Noteholders shall be impaired by the recovery of any judgment by the CARAT Indenture Trustee against the Issuing Entity or by the levy of any execution under such judgment upon any portion of the CARAT Trust Estate or upon any of the assets of the Issuing Entity. Any money or property collected by the CARAT Indenture Trustee shall be applied in accordance with Section 5.4(b).

SECTION 5.16 Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the CARAT Indenture Trustee to do so and at the Trust Administrator’s expense, the Issuing Entity agrees to take all such lawful action as the CARAT Indenture Trustee may request to compel or secure the performance and observance by the Depositor and the Trust Administrator of their respective obligations to the Issuing Entity under or in connection with the Trust Sale and Administration Agreement and the Pooling and Administration Agreement or by Ally Financial of its obligations under or in connection with the Pooling and Administration Agreement in accordance with the terms thereof or by any obligor under a Third Party Instrument of its obligations under or in accordance with a Third Party Instrument in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Trust Sale and Administration Agreement, the Pooling and Administration Agreement

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and any Third Party Instrument to the extent and in the manner directed by the CARAT Indenture Trustee, including the transmission of notices of default on the part of the Depositor, the Trust Administrator, or any obligor under a Third Party Instrument thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Trust Administrator or any obligor under a Third Party Instrument of their respective obligations under the Trust Sale and Administration Agreement, the Pooling and Administration Agreement, and any Third Party Instrument.

(b) If a CARAT Event of Default has occurred and is continuing, the CARAT Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Class A Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuing Entity against the Depositor, the Trust Administrator or any obligor under a Third Party Instrument under or in connection with the Trust Sale and Administration Agreement, the Pooling and Administration Agreement or a Third Party Instrument, including the right or power to take any action to compel or secure performance or observance by the Depositor or the Trust Administrator of each of their obligations to the Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Trust Sale and Administration Agreement, and any right of the Issuing Entity to take such action shall be suspended.

(c) If a CARAT Event of Default has occurred and is continuing, the CARAT Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 ²/ 3% of the Outstanding Amount of the CARAT 20__-SN_ Notes shall, exercise all rights, remedies, powers, privileges and claims of the Depositor against Ally Financial under or in connection with the Pooling and Administration Agreement, including the right or power to take any action to compel or secure performance or observance by Ally Financial of each of its obligations to the Depositor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Pooling and Administration Agreement, and any right of the Depositor to take such action shall be suspended.

ARTICLE VI

THE CARAT INDENTURE TRUSTEE

SECTION 6.1 Duties of CARAT Indenture Trustee.

(a) If a CARAT Event of Default has occurred and is continuing, the CARAT Indenture Trustee shall exercise the rights and powers vested in it by this CARAT Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) (i) Except during the continuance of a CARAT Event of Default, the CARAT Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this CARAT Indenture and the Trust Sale and Administration Agreement and no implied covenants or obligations shall be read into this CARAT Indenture, the Trust Sale and Administration Agreement or any other CARAT Basic Document against the CARAT Indenture Trustee.

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(ii) in the absence of bad faith on its part, the CARAT Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the CARAT Indenture Trustee and conforming to the requirements of this CARAT Indenture; provided, however, that the CARAT Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this CARAT Indenture.

(c) The CARAT Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this Section 6.1(c) does not limit the effect of Section 6.1(b);

(ii) the CARAT Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the CARAT Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii) the CARAT Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to any provision of this CARAT Indenture or any other CARAT Basic Document.

(d) The CARAT Indenture Trustee shall not be liable for interest on any money received by it except as the CARAT Indenture Trustee may agree in writing with the Issuing Entity.

(e) Money held in trust by the CARAT Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this CARAT Indenture or the Trust Sale and Administration Agreement or the Trust Agreement.

(f) No provision of this CARAT Indenture or any other CARAT Basic Document shall require the CARAT Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(g) Every provision of this CARAT Indenture and each other CARAT Basic Document relating to the CARAT Indenture Trustee shall be subject to the provisions of this Section 6.1 and the provisions of the TIA.

(h) The CARAT Indenture Trustee shall have no liability or responsibility for the acts or omissions of any other party to any of the CARAT Basic Documents.

(i) In no event shall the CARAT Indenture Trustee be liable for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if the CARAT Indenture Trustee has been advised of the likelihood of such loss or damage.

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SECTION 6.2 Rights of CARAT Indenture Trustee.

(a) The CARAT Indenture Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The CARAT Indenture Trustee need not investigate any fact or matter stated in the document.

(b) Before the CARAT Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The CARAT Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c) The CARAT Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the CARAT Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d) The CARAT Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the CARAT Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e) The CARAT Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this CARAT Indenture and the CARAT 20__-SN_ Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The CARAT Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this CARAT Indenture at the request or direction of any of the Holders pursuant to this CARAT Indenture, unless such Holders shall have offered to the CARAT Indenture Trustee security or indemnity satisfactory to the CARAT Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(g) The CARAT Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the CARAT Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

(h) The CARAT Indenture Trustee shall not be deemed to have notice of any Default, Event of Default or Trust Administrator Default unless a Responsible Officer of the CARAT Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the CARAT Indenture Trustee at the Corporate Trust Office of the CARAT Indenture Trustee, and such notice references the Securities and this CARAT Indenture.

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(i) The rights, privileges, protections, immunities and benefits given to the CARAT Indenture Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the CARAT Indenture Trustee in each of its capacities hereunder, including its capacity under Section 4.4 hereof, and in connection with the performance of any of its duties or obligations under any of the CARAT Basic Documents.

SECTION 6.3 CARAT Indenture Trustee May Own CARAT 20__-SN_ Notes. The CARAT Indenture Trustee in its individual or any other capacity may become the owner or pledgee of CARAT 20__-SN_ Notes and may otherwise deal with the Issuing Entity, the Trust Administrator or any of their respective Affiliates with the same rights it would have if it were not CARAT Indenture Trustee; provided, however, that the CARAT Indenture Trustee shall comply with Sections 6.10 and 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights.

SECTION 6.4 CARAT Indenture Trustee’s Disclaimer. The CARAT Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of any CARAT Basic Document, including this CARAT Indenture or the CARAT 20__-SN_ Notes, it shall not be accountable for the Issuing Entity’s use of the proceeds from the CARAT 20__-SN_ Notes, and it shall not be responsible for any statement of the Issuing Entity in the CARAT Indenture or in any document issued in connection with the sale of the CARAT 20__-SN_ Notes or in the CARAT 20__-SN_ Notes other than the CARAT Indenture Trustee’s certificate of authentication.

SECTION 6.5 Notice of Default. If a Default occurs and is continuing and if it is known to a Responsible Officer of the CARAT Indenture Trustee, the CARAT Indenture Trustee shall mail to each CARAT 20__-SN_ Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal or of interest on any CARAT 20__-SN_ Note, the CARAT Indenture Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of the CARAT 20__-SN_ Noteholders.

SECTION 6.6 Reports by CARAT Indenture Trustee.

(a) To the extent any CARAT 20__-SN_ Noteholder does not receive such information or documents directly, the CARAT Indenture Trustee shall deliver to each CARAT 20__-SN_ Noteholder the documents and information and documents set forth in Article VII, and, in addition, all such information with respect to the CARAT 20__-SN_ Notes as may be required to enable such Holder to prepare its federal and state income tax returns.

(b) The CARAT Indenture Trustee shall:

(i) deliver to COLT, the Seller, the CARAT Owner Trustee, the COLT Owner Trustee and the Trust Administrator a report of its assessment of compliance with the minimum Servicing Criteria regarding general servicing, cash and collection administration, investor remittances and reporting, and pool asset administration during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the CARAT Indenture Trustee, as required by Rule 13a-18 and Rule 15d-18 of the Exchange Act, and Item 1122 of Regulation AB under the Securities Act;

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(ii) cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to COLT, the Seller, the CARAT Owner Trustee, the COLT Owner Trustee and the Trust Administrator an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year for inclusion in COLT’s or the Issuing Entity’s 10-K filing; such attestation report shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and

(iii) deliver to COLT, the Seller and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rule 13a-14(d) and Rule 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of COLT, CARI or the Issuing Entity with respect to the CARAT 20__-SN_ securitization transaction a certification substantially in the form attached hereto as Exhibit F or such form as mutually agreed upon by COLT, the Seller and the CARAT Indenture Trustee; the CARAT Indenture Trustee acknowledges that the parties identified in this clause (iii) may rely on the certification provided by the CARAT Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

(c) The reports referred to in Section 6.6(b) shall be delivered on or before March 15 of each year that a 10-K filing is required to be filed by COLT or the Issuing Entity, beginning March 15, 20__.

SECTION 6.7 Compensation; Indemnity.

(a) The Issuing Entity shall cause the Trust Administrator pursuant to Section 3.05 of the Pooling and Administration Agreement to pay to the CARAT Indenture Trustee from time to time reasonable compensation for its services. The CARAT Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall cause the Trust Administrator pursuant to Section 3.05 of the Pooling and Administration Agreement to reimburse the CARAT Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the CARAT Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity shall cause the Trust Administrator to indemnify the CARAT Indenture Trustee in accordance with Section 6.01 of the Trust Sale and Administration Agreement.

(b) The Issuing Entity’s obligations to the CARAT Indenture Trustee pursuant to this Section 6.7 shall survive the discharge of this CARAT Indenture. When the CARAT Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or (f) with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

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SECTION 6.8 Replacement of CARAT Indenture Trustee.

(a) The CARAT Indenture Trustee may at any time give notice of its intent to resign by so notifying the Issuing Entity; provided, however, that no such resignation shall become effective and the CARAT Indenture Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of a majority in Outstanding Amount of the Controlling Class may remove the CARAT Indenture Trustee by so notifying the CARAT Indenture Trustee and may appoint a successor CARAT Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c). The Issuing Entity shall remove the CARAT Indenture Trustee if:

(i) the CARAT Indenture Trustee fails to comply with Section 6.11;

(ii) the CARAT Indenture Trustee is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the CARAT Indenture Trustee or its property; or

(iv) the CARAT Indenture Trustee otherwise becomes incapable of acting.

(b) If the CARAT Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of the CARAT Indenture Trustee for any reason (the CARAT Indenture Trustee in such event being referred to herein as the retiring CARAT Indenture Trustee), the Issuing Entity shall promptly appoint and designate a successor CARAT Indenture Trustee.

(c) A successor CARAT Indenture Trustee shall deliver a written acceptance of its appointment and designation to the retiring CARAT Indenture Trustee and to the Issuing Entity. Thereupon the resignation or removal of the retiring CARAT Indenture Trustee shall become effective, and the successor CARAT Indenture Trustee shall have all the rights, powers and duties of the CARAT Indenture Trustee under this CARAT Indenture. The successor CARAT Indenture Trustee shall mail a notice of its succession to CARAT 20__-SN_ Noteholders. The retiring CARAT Indenture Trustee shall promptly transfer all property held by it as CARAT Indenture Trustee to the successor CARAT Indenture Trustee.

(d) If a successor CARAT Indenture Trustee does not take office within 60 days after the CARAT Indenture Trustee gives notice of its intent to resign or is removed, the retiring Trustee, the Issuing Entity or the Holders of a majority of the Outstanding Amount of the Controlling Class may petition any court of competent jurisdiction for the appointment and designation of a successor CARAT Indenture Trustee.

(e) If the CARAT Indenture Trustee fails to comply with Section 6.11, any CARAT 20__-SN_ Noteholder may petition any court of competent jurisdiction for the removal of the CARAT Indenture Trustee and the appointment of a successor CARAT Indenture Trustee.

(f) Notwithstanding the replacement of the CARAT Indenture Trustee pursuant to this Section 6.8, the Issuing Entity’s obligations under Section 6.7 and the Trust

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Administrator’s corresponding obligations under the Trust Sale and Administration Agreement and the Pooling and Administration Agreement shall continue for the benefit of the retiring CARAT Indenture Trustee.

SECTION 6.9 Merger or Consolidation of CARAT Indenture Trustee.

(a) Any corporation into which the CARAT Indenture Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the CARAT Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust business of the CARAT Indenture Trustee, shall be the successor of the CARAT Indenture Trustee under this CARAT Indenture; provided, however, that such corporation shall be eligible under the provisions of Section 6.11, without the execution or filing of any instrument or any further act on the part of any of the parties to this CARAT Indenture, anything in this CARAT Indenture to the contrary notwithstanding.

(b) If at the time such successor or successors by merger or consolidation to the CARAT Indenture Trustee shall succeed to the trusts created by this CARAT Indenture, any of the CARAT 20__-SN_ Notes shall have been authenticated but not delivered, any such successor to the CARAT Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such CARAT 20__-SN_ Notes so authenticated, and in case at that time any of the CARAT 20__-SN_ Notes shall not have been authenticated, any successor to the CARAT Indenture Trustee may authenticate such CARAT 20__-SN_ Notes either in the name of any predecessor hereunder or in the name of the successor to the CARAT Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided anywhere in the CARAT 20__-SN_ Notes or herein with respect to the certificate of authentication of the CARAT Indenture Trustee.

SECTION 6.10 Appointment of Co-CARAT Indenture Trustee or Separate CARAT Indenture Trustee.

(a) Notwithstanding any other provisions of this CARAT Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the CARAT Trust Estate or any Vehicle may at the time be located, the CARAT Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the CARAT Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Secured Parties and (only to the extent expressly provided herein) the CARAT 20__-SN_ Certificateholders, such title to the CARAT Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the CARAT Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to CARAT 20__-SN_ Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8.

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(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the CARAT Indenture Trustee shall be conferred or imposed upon and exercised or performed by the CARAT Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the CARAT Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the CARAT Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the CARAT Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the CARAT Indenture Trustee;

(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii) the CARAT Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the CARAT Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this CARAT Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the CARAT Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this CARAT Indenture, specifically including every provision of this CARAT Indenture relating to the conduct of, affecting the liability of, or affording protection to, the CARAT Indenture Trustee. Every such instrument shall be filed with the CARAT Indenture Trustee.

(d) Any separate trustee or co-trustee may at any time appoint the CARAT Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this CARAT Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the CARAT Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

SECTION 6.11 Eligibility; Disqualification. The CARAT Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The CARAT Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and (unless waived by Moody’s) it shall have a long term unsecured debt rating of Baa3 or better by Moody’s. The CARAT Indenture Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuing Entity are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 6.12 Preferential Collection of Claims Against Issuing Entity. The CARAT Indenture Trustee shall comply with TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein.

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SECTION 6.13 Representations and Warranties of CARAT Indenture Trustee. The CARAT Indenture Trustee represents and warrants as of the Series 20__-SN_ Closing Date that:

(a) the CARAT Indenture Trustee (i) is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and (ii) satisfies the eligibility criteria set forth in Section 6.11;

(b) the CARAT Indenture Trustee has full power, authority and legal right to execute, deliver and perform this CARAT Indenture and any other CARAT Basic Document to which it is a party, and has taken all necessary action to authorize the execution, delivery and performance by it of this CARAT Indenture and any other CARAT Basic Document to which it is a party;

(c) the execution, delivery and performance by the CARAT Indenture Trustee of this CARAT Indenture and any other CARAT Basic Document to which it is a party (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the CARAT Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the CARAT Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the CARAT Indenture Trustee, or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the CARAT Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or Lien could reasonably be expected to have a materially adverse effect on the CARAT Indenture Trustee’s performance or ability to perform its duties under this CARAT Indenture and any other CARAT Basic Document to which it is a party or on the transactions contemplated hereunder and thereunder;

(d) the execution, delivery and performance by the CARAT Indenture Trustee of this CARAT Indenture and any other CARAT Basic Document to which it is a party shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the CARAT Indenture Trustee; and

(e) this CARAT Indenture and any other CARAT Basic Document to which it is a party has been duly executed and delivered by the CARAT Indenture Trustee and constitutes the legal, valid and binding agreement of the CARAT Indenture Trustee, enforceable in accordance with its terms.

SECTION 6.14 CARAT Indenture Trustee May Enforce Claims Without Possession of CARAT 20__-SN_ Notes. All rights of action and claims under this CARAT Indenture or the CARAT 20__-SN_ Notes may be prosecuted and enforced by the CARAT Indenture Trustee without the possession of any of the CARAT 20__-SN_ Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the CARAT Indenture Trustee shall be brought in its own name as CARAT Indenture Trustee. Any recovery of judgment shall,

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after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the CARAT Indenture Trustee, its agents and counsel, be for the ratable benefit of the CARAT 20__-SN_ Noteholders and (only to the extent expressly provided herein) the CARAT 20__-SN_ Certificateholders in respect of which such judgment has been obtained.

SECTION 6.15 Suit for Enforcement. If a CARAT Event of Default shall occur and be continuing, the CARAT Indenture Trustee, in its discretion may, subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the CARAT 20__-SN_ Noteholders under this CARAT Indenture by Proceeding whether for the specific performance of any covenant or agreement contained in this CARAT Indenture or in aid of the execution of any power granted in this CARAT Indenture or for the enforcement of any other legal, equitable or other remedy as the CARAT Indenture Trustee, being advised by counsel, shall deem necessary to protect and enforce any of the rights of the CARAT Indenture Trustee or the CARAT 20__-SN_ Noteholders.

SECTION 6.16 Rights of CARAT 20__-SN_ Noteholders to Direct CARAT Indenture Trustee. The Holders of CARAT 20__-SN_ Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the CARAT Indenture Trustee or exercising any trust or power conferred on the CARAT Indenture Trustee, including any remedy, trust or power of the CARAT Indenture Trustee as the Holder of the COLT 20__-SN_ Secured Notes; provided, however, that subject to Section 6.1, the CARAT Indenture Trustee shall have the right to decline to follow any such direction if the CARAT Indenture Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the CARAT Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to personal liability; and provided, further, that nothing in this CARAT Indenture shall impair the right of the CARAT Indenture Trustee to take any action deemed proper by the CARAT Indenture Trustee and which is not inconsistent with such direction by the CARAT 20__-SN_ Noteholders.

SECTION 6.17 Notification of CARAT 20__-SN_ Noteholders Regarding Certain COLT Events; Waivers of Past Defaults; Amendments and Other Actions.

(a) Upon any Event of Default under the COLT 20__-SN_ Secured Notes pursuant to the COLT Indenture or any Servicer Default pursuant to the COLT Servicing Agreement of which a Responsible Officer of the CARAT Indenture Trustee has actual knowledge, the CARAT Indenture Trustee shall give prompt written notice thereof to the CARAT 20__-SN_ Noteholders.

(b) Noteholders whose CARAT 20__-SN_ Notes evidence a majority of the Outstanding Amount of the Class A Notes as of the close of the preceding Distribution Date (or, if all of the Notes have been paid in full and the CARAT Indenture has been discharged in accordance with its terms), CARAT 20__-SN_ Certificateholders whose CARAT 20__-SN_ Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date) may, on behalf of all CARAT 20__-SN_ Noteholders and CARAT 20__-SN_ Certificateholders, instruct the CARAT Indenture Trustee as Holder of the COLT 20__-SN_ Secured Notes (i) to waive any default by COLT, the Servicer or any other party to

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the COLT 20__-SN_ Basic Documents in the performance of its obligations under any applicable COLT 20__-SN_ Basic Document and its consequences, except a default in making any required deposits to or payments from any of the accounts in accordance with this Agreement, (ii) to enter into any amendment, supplement, waiver or other understanding with respect to the COLT 20__-SN_ Basic Documents or (iii) to take any other action so directed by such Class A Notes or such Certificateholders, as applicable.

(c) Notwithstanding Section 6.17(b), in the event that a waiver, amendment, supplement, or action under a COLT Basic Document requires the consent or approval of a supermajority (such as 66 ²/3%) or all of the Holders of the COLT 20__-SN_ Secured Notes, then the consent of a like percentage of CARAT 20__-SN_ Noteholders shall be required to take such action or execute such waiver, amendment or supplement.

ARTICLE VII

CARAT NOTEHOLDERS’ LISTS AND REPORTS

SECTION 7.1 Issuing Entity To Furnish CARAT Indenture Trustee Names and Addresses of CARAT 20__-SN_ Noteholders. The Issuing Entity shall furnish or cause to be furnished by the Trust Administrator to the CARAT Indenture Trustee (a) not more than five days before each Distribution Date a list, in such form as the CARAT Indenture Trustee may reasonably require, of the names and addresses of the Holders of CARAT 20__-SN_ Notes as of the close of business on the related Record Date, and (b) at such other times as the CARAT Indenture Trustee may request in writing, within 14 days after receipt by the Issuing Entity of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the CARAT Indenture Trustee is the Note Registrar, no such list shall be required to be furnished.

SECTION 7.2 Preservation of Information, Communications to CARAT 20__-SN_ Noteholders.

(a) The CARAT Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of CARAT 20__-SN_ Notes contained in the most recent list furnished to the CARAT Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of CARAT 20__-SN_ Notes received by the CARAT Indenture Trustee in its capacity as Note Registrar. The CARAT Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

(b) CARAT 20__-SN_ Noteholders may communicate pursuant to TIA §312(b) with other CARAT 20__-SN_ Noteholders with respect to their rights under this CARAT Indenture or under the CARAT 20__-SN_ Notes.

(c) The Issuing Entity, the CARAT Indenture Trustee and the Note Registrar shall have the protection of TIA §312(c)

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SECTION 7.3 Reports by Issuing Entity.

(a) The Issuing Entity shall:

(i) file with the CARAT Indenture Trustee within 15 days after the Issuing Entity is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuing Entity may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or Item 1122 of Regulation AB;

(ii) file with the CARAT Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuing Entity with the conditions and covenants of this CARAT Indenture as may be required from time to time by such rules and regulations; and

(iii) supply to the CARAT Indenture Trustee (and the CARAT Indenture Trustee shall transmit by mail to all CARAT 20__-SN_ Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuing Entity pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.

(b) Unless the Issuing Entity otherwise determines, the fiscal year of the Issuer shall end on December 31 of such year.

SECTION 7.4 Reports by Trustee.

(a) Solely to the extent required by TIA § 313(a), within 60 days after each August 15th, beginning with August 15, 20__, the CARAT Indenture Trustee shall mail to each CARAT 20__-SN_ Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The CARAT Indenture Trustee also shall comply with TIA § 313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to CARAT 20__-SN_ Noteholders, be filed by the CARAT Indenture Trustee with the Commission and each stock exchange, if any, on which the CARAT 20__-SN_ Notes are listed. The Issuing Entity shall notify the CARAT Indenture Trustee if and when the CARAT 20__-SN_ Notes are listed on any stock exchange.

(b) On each Distribution Date the CARAT Indenture Trustee shall include with each payment to each CARAT 20__-SN_ Noteholder a copy of the statement for the related Monthly Period or Periods applicable to such Distribution Date or shall make such statement available on its website as required pursuant to Section 4.07 of the Trust Sale and Administration Agreement.

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ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the CARAT Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the CARAT Indenture Trustee pursuant to this CARAT Indenture and the Trust Sale and Administration Agreement. The CARAT Indenture Trustee shall apply all such money received by it as provided in this CARAT Indenture. Except as otherwise expressly provided in this CARAT Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the CARAT Trust Estate, the CARAT Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this CARAT Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2 Designated Accounts; Payments.

(a) On or prior to the Series 20__-SN_ Closing Date, the Issuing Entity shall cause the Trust Administrator to establish and maintain, in the name of the CARAT Indenture Trustee for the benefit of the Financial Parties, the Designated Accounts as provided in Articles IV and V of the Trust Sale and Administration Agreement.

(b) On or before each Distribution Date, (i) amounts shall be deposited in the CARAT Collection Account as provided in Section 4.05 of the Trust Sale and Administration Agreement and (ii) the Aggregate Noteholders’ Interest Distributable Amount and the Aggregate Noteholders’ Principal Distributable Amount shall be transferred from the CARAT Collection Account to the Note Distribution Account, in each case, as and to the extent provided in Section 4.05 of the Trust Sale and Administration Agreement.

(c) On each Distribution Date, the CARAT Indenture Trustee shall apply and, as required, distribute to the CARAT 20__-SN_ Noteholders all amounts on deposit in the Note Distribution Account (subject to the Trust Administrator’s rights under Section 5.02 of the Trust Sale and Administration Agreement to Investment Earnings and based on the Trust Administrator’s Accounting delivered on the related Determination Date pursuant to Section 3.06 of the Pooling and Administration Agreement) in the following order of priority and in the amounts determined as described below:

(i) On each Distribution Date, except as otherwise provided in clause (iii) below, the amount deposited in the Note Distribution Account in respect of interest on the CARAT 20__-SN_ Notes shall be applied in the following order of priority, to the extent of remaining funds after all earlier priorities have been satisfied, and any amount so applied shall be paid on such Distribution Date to the holders of CARAT 20__-SN_ Notes of each applicable class:

(A) the Aggregate Class A-_ Interest Distributable Amount shall be paid to the holders of the Class A-_ Notes;

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(B) the Aggregate Class B Interest Distributable Amount shall be paid to the holders of the Class B Notes; and

(C) the Aggregate Class C Interest Distributable Amount shall be paid to the holders of the Class C Notes;

provided, however, that if there are not sufficient funds to so pay the entire amount specified in any of the foregoing priorities for a particular class of CARAT 20__-SN_ Notes, then the amount available for such class of CARAT 20__-SN_ Notes shall be paid to the Holders thereof ratably on the basis of the total amount of accrued and unpaid interest owing to each such Holder.

(ii) Unless otherwise provided in clause (iii) below, an amount equal to the Aggregate Noteholders’ Principal Distributable Amount (or such lesser amount as has been deposited in the Note Distribution Account pursuant to Section 4.05(c) of the Trust Sale and Administration Agreement with respect to payments of principal) shall be applied to each class of CARAT 20__-SN_ Notes in the following amounts and in the following order of priority and any amount so applied shall be paid on such Distribution Date to the Holders of such class of CARAT 20__-SN_ Notes:

(1) to the Class A-1 Notes, until the Outstanding Amounts of the Class A-1 Notes is reduced to zero;

(2) to the Class A-2a Notes, the Class A-2b Notes and the Class A-2c Notes, ratably in accordance with the Note Principal Balance of the Class A-2a Notes, the Class A-2b Notes and the Class A-2c Notes, until the Outstanding Amounts of the Class A-2a Notes, the Class A-2b Notes and the Class A-2c Notes are reduced to zero;

(3) to the Class A-3a Notes, the Class A-3b Notes and the Class A-3c Notes, ratably in accordance with the Note Principal Balance of the Class A-3a Notes, the Class A-3b Notes and the Class A-3c Notes, until the Outstanding Amounts of the Class A-3a Notes, the Class A-3b Notes and the Class A-3c Notes are reduced to zero;

(4) to the Class A-4 Notes, until the Outstanding Amounts of the Class A-4 Notes are reduced to zero;

(5) to the Class B-1 Notes and the Class B-2 Notes, ratably in accordance with the Note Principal Balance of the Class B-1 Notes and the Class B-2 Notes, until the Outstanding Amounts of the Class B-1 Notes and Class B-2 Notes are reduced to zero;

(6) to the Class C Notes, until the Outstanding Amount of the Class C Notes is reduced to zero.

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(iii) If the CARAT 20__-SN_ Notes have been declared immediately due and payable following a CARAT Event of Default as provided in Section 5.2, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), any amounts deposited in the Note Distribution Account shall be applied in accordance with Section 2.7(c).

SECTION 8.3 General Provisions Regarding Accounts.

(a) So long as no Default or CARAT Event of Default shall have occurred and be continuing, all or a portion of the funds in the Designated Accounts shall be invested in Eligible Investments and reinvested by the CARAT Indenture Trustee upon Issuing Entity Order, subject to the provisions of Section 5.01(b) of the Trust Sale and Administration Agreement. The Issuing Entity shall not direct the CARAT Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the CARAT Indenture Trustee to make any such investment or sale, if requested by the CARAT Indenture Trustee, the Issuing Entity shall deliver to the CARAT Indenture Trustee an Opinion of Counsel acceptable to the CARAT Indenture Trustee, to such effect.

(b) Subject to Section 6.1(c), the CARAT Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Designated Accounts resulting from any loss on any Eligible Investment included therein except as an obligor for losses attributable to the CARAT Indenture Trustee’s failure to make payments on such Eligible Investments issued by the CARAT Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c) If (i) the Issuing Entity shall have failed to give written investment directions for any funds on deposit in the Designated Accounts to the CARAT Indenture Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by the Issuing Entity and the CARAT Indenture Trustee) on any Business Day; or (ii) a Default or CARAT Event of Default shall have occurred and be continuing with respect to the CARAT 20__-SN_ Notes but the CARAT 20__-SN_ Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such CARAT 20__-SN_ Notes shall have been declared due and payable following a CARAT Event of Default, but amounts collected or receivable from the CARAT Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration; then the CARAT Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Designated Accounts in “[Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, #462].”

SECTION 8.4 Release of CARAT Trust Estate.

(a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the CARAT Indenture Trustee may, and when required by the provisions of this CARAT Indenture shall, execute instruments to release property from the Lien of this CARAT Indenture, or convey the CARAT Indenture Trustee’s interest in the same, in a manner and under circumstances that are consistent with the provisions of this CARAT Indenture. No party relying

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upon an instrument executed by the CARAT Indenture Trustee as provided in this Article VIII shall be bound to ascertain the CARAT Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b) The CARAT Indenture Trustee shall, at such time as there are no CARAT 20__-SN_ Notes Outstanding and all sums due to the CARAT Indenture Trustee pursuant to Section 6.7 have been paid and all amounts owing under each Third Party Instrument have been paid, release any remaining portion of the CARAT Trust Estate that secured the CARAT 20__-SN_ Notes and the other Secured Obligations from the Lien of this CARAT Indenture and, where any such portion of the CARAT Trust Estate is registered in the name of the CARAT Indenture Trustee, re-convey such property, and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Designated Accounts. The CARAT Indenture Trustee shall release property from the lien of this CARAT Indenture pursuant to this Section 8.4(b) only upon receipt by it of an Issuing Entity Request and an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

SECTION 8.5 Opinion of Counsel. The CARAT Indenture Trustee shall receive at least seven days’ notice when requested by the Issuing Entity to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the CARAT Indenture Trustee shall also require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the CARAT Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action shall not materially and adversely impair the security for the Secured Obligations or the rights of the Secured Parties in contravention of the provisions of this CARAT Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the CARAT Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the CARAT Indenture Trustee in connection with any such action.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1 Supplemental Indentures Without Consent of CARAT 20__-SN_ Noteholders.

(a) Without the consent of the Holders of any CARAT 20__-SN_ Notes but with prior notice to the Rating Agencies by the Issuing Entity, the Issuing Entity and the CARAT Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the CARAT Indenture Trustee, for any of the following purposes:

(i) to correct or amplify the description of any property at any time subject to the Lien of this CARAT Indenture, or better to assure, convey and confirm unto the

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Indenture Trustee any property subject or required to be subjected to the Lien of this CARAT Indenture, or to subject to additional property to the Lien of this CARAT Indenture;

(ii) to evidence the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another Person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity contained herein and in the CARAT 20__-SN_ Notes contained;

(iii) to add to the covenants of the Issuing Entity, for the benefit of the Securityholders or to surrender any right or power herein conferred upon the Issuing Entity;

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the CARAT Indenture Trustee;

(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or in any other CARAT Basic Document;

(vi) to evidence and provide for the acceptance of the appointment hereunder of a successor or additional trustee with respect to the CARAT 20__-SN_ Notes and to add to or change any of the provisions of this CARAT Indenture as shall be necessary and permitted to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

(vii) to modify, eliminate or add to the provisions of this CARAT Indenture to such extent as shall be necessary to effect the qualification of this CARAT Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this CARAT Indenture such other provisions as may be expressly required by the TIA, and the CARAT Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b) The Issuing Entity and the CARAT Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the CARAT 20__-SN_ Noteholders but with prior notice to the Rating Agencies by the Issuing Entity at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this CARAT Indenture or modifying in any manner the rights of the CARAT 20__-SN_ Noteholders under this CARAT Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any CARAT 20__-SN_ Noteholder.

SECTION 9.2 Supplemental Indentures With Consent of CARAT 20__-SN_ Noteholders.

(a) The Issuing Entity and the CARAT Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies by the Issuing Entity and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class, by Act of such Holders delivered to the Issuing Entity and the CARAT Indenture Trustee, enter into

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an indenture or indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this CARAT Indenture or of modifying in any manner the rights of the CARAT 20__-SN_ Noteholders under this CARAT Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding CARAT 20__-SN_ Note affected thereby:

(i) change the due date of any instalment of principal of or interest on any CARAT 20__-SN_ Note, or reduce the principal amount thereof, the interest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any CARAT 20__-SN_ Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this CARAT Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the CARAT 20__-SN_ Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(ii) reduce the percentage of the Outstanding Amount of the Controlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this CARAT Indenture or certain defaults hereunder and their consequences as provided for in this CARAT Indenture;

(iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

(iv) reduce the percentage of the Outstanding Amount of the CARAT 20__-SN_ Notes required to direct the CARAT Indenture Trustee to sell or liquidate the CARAT 20__-SN_ Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding CARAT 20__-SN_ Notes;

(v) modify any provision of this Section 9.2 to decrease the required minimum percentage necessary to approve any amendments to any provisions of this CARAT Indenture or any of the other CARAT Basic Documents;

(vi) modify any of the provisions of this CARAT Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any CARAT 20__-SN_ Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the CARAT Indenture regarding the voting of CARAT 20__-SN_ Notes held by the Issuing Entity, the Seller or any Affiliate of either of them; or

(vii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this CARAT Indenture with respect to any part of the CARAT 20__-SN_ Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this CARAT Indenture on any property at any time subject thereto or deprive the Holder of any CARAT 20__-SN_ Note of the security afforded by the Lien of this CARAT Indenture.

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(b) The CARAT Indenture Trustee may in its discretion determine whether or not any CARAT 20__-SN_ Notes would be affected (such that the consent of each CARAT 20__-SN_ Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be binding upon the Holders of all CARAT 20__-SN_ Notes, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The CARAT Indenture Trustee shall not be liable for any such determination made in good faith.

(c) It shall be sufficient if an Act of CARAT 20__-SN_ Noteholders approves the substance, but not the form, of any proposed supplemental indenture.

(d) Promptly after the execution by the Issuing Entity and the CARAT Indenture Trustee of any supplemental indenture pursuant to this Section 9.2, the CARAT Indenture Trustee shall mail to the CARAT 20__-SN_ Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the CARAT Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 9.3 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this CARAT Indenture, the CARAT Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this CARAT Indenture. The CARAT Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the CARAT Indenture Trustee’s own rights, duties, liabilities or immunities under this CARAT Indenture or otherwise.

SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this CARAT Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the CARAT 20__-SN_ Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this CARAT Indenture of the CARAT Indenture Trustee, the Issuing Entity and the CARAT 20__-SN_ Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this CARAT Indenture for any and all purposes.

SECTION 9.5 Conformity with Trust Indenture Act. Every amendment of this CARAT Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this CARAT Indenture shall then be qualified under the TIA.

SECTION 9.6 Reference in CARAT 20__-SN_ Notes to Supplemental Indentures. CARAT 20__-SN_ Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the CARAT Indenture Trustee shall,

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bear a notation in form approved by the CARAT Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuing Entity or the CARAT Indenture Trustee shall so determine, new CARAT 20__-SN_ Notes so modified as to conform, in the opinion of the CARAT Indenture Trustee and the Issuing Entity, to any such supplemental indenture may be prepared and executed by the Issuing Entity and authenticated and delivered by the CARAT Indenture Trustee in exchange for Outstanding CARAT 20__-SN_ Notes of the same class.

ARTICLE X

REDEMPTION OF CARAT NOTES

SECTION 10.1 Redemption. The CARAT 20__-SN_ Notes are subject to redemption in whole, but not in part, upon the exercise by the Servicer of its option to purchase the Series 20__-SN_ Lease Assets pursuant to Section 6.01 of the COLT Servicing Agreement, which optional purchase shall effect a redemption of the COLT 20__-SN_ Secured Notes pursuant to Section 10.1 of the COLT Indenture. Such redemption of the COLT 20__-SN_ Secured Notes shall in turn effect a redemption of the CARAT 20__-SN_ Notes pursuant to this Section 10.1. The Distribution Date on which such redemption shall occur is the Optional Purchase Date identified by Servicer in its notice of exercise of such purchase option (the “Redemption Date”). The purchase price for the CARAT 20__-SN_ Notes shall be equal to the applicable Redemption Price; provided, however, that, the Issuing Entity has available funds sufficient to pay such amount. The Trust Administrator or the Issuing Entity shall furnish the Rating Agencies notice of such redemption. If the CARAT 20__-SN_ Notes are to be redeemed pursuant to this Section 10.1, the Trust Administrator or the Issuing Entity shall furnish notice thereof to the CARAT Indenture Trustee not later than 25 days prior to the Redemption Date and the CARAT Indenture Trustee (based on such notice) shall withdraw from the CARAT Collection Account and deposit into the Note Distribution Account, on the Redemption Date, the aggregate Redemption Price of the CARAT 20__-SN_ Notes, whereupon all such CARAT 20__-SN_ Notes shall be due and payable on the Redemption Date. The Servicer shall make the deposit set forth above in immediately available funds on the Optional Purchase Date. Upon the making of such deposit, the CARAT 20__-SN_ Notes and the CARAT Indenture shall be deemed satisfied and discharged, and the Servicer shall succeed to all interests in and to the Trust (other than the Designated Accounts).

SECTION 10.2 Form of Redemption Notice. Notice of redemption of the CARAT 20__-SN_ Notes under Section 10.1 shall be given by the CARAT Indenture Trustee by first-class mail, postage prepaid, mailed not less than five days prior to the applicable Redemption Date to each CARAT 20__-SN_ Noteholder of record at such CARAT 20__-SN_ Noteholder’s address appearing in the Note Register.

(a) All notices of redemption shall state:

(i) the Redemption Date;

(ii) the applicable Redemption Price; and

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(iii) the place where CARAT 20__-SN_ Notes are to be surrendered for payment of the Redemption Price (which shall be the Agency Office of the Issuing Entity to be maintained as provided in Section 3.2).

(b) Notice of redemption of the CARAT 20__-SN_ Notes shall be given by the CARAT Indenture Trustee in the name and at the expense of the Issuing Entity. Failure to give notice of redemption, or any defect therein, to any Holder of any CARAT 20__-SN_ Note shall not impair or affect the validity of the redemption of any other CARAT 20__-SN_ Note.

SECTION 10.3 CARAT 20__-SN_ Notes Payable on Redemption Date. The Notes shall, following notice of redemption as required by Section 10.2, on the Redemption Date cease to be Outstanding for purposes of this CARAT Indenture and shall thereafter represent only the right to receive the applicable Redemption Price and (unless the Issuing Entity shall default in the payment of such Redemption Price) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Redemption Price.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1 Compliance Certificates and Opinions, etc.

(a) Upon any application or request by the Issuing Entity to the CARAT Indenture Trustee to take any action under any provision of this CARAT Indenture, the Issuing Entity shall furnish to the CARAT Indenture Trustee: (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this CARAT Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this CARAT Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this CARAT Indenture shall include:

(i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the judgment of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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(iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b) (i) Prior to the deposit with the CARAT Indenture Trustee of any Collateral or other property (such as securities) that is to be made the basis for the release of any property (such as securities) subject to the Lien of this CARAT Indenture, the Issuing Entity shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this CARAT Indenture, furnish to the CARAT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuing Entity of the Collateral or other property (such as securities) to be so deposited.

(ii) Whenever the Issuing Entity is required to furnish to the CARAT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (b)(i) above, the Issuing Entity shall also deliver to the CARAT Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuing Entity of the Collateral and other property (such as securities) to be so deposited as the basis of any such withdrawal or release since the commencement of the then current fiscal year of the Issuing Entity, as set forth in the certificates delivered pursuant to clause (b)(i) above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the CARAT 20__-SN_ Notes, but such a certificate need not be furnished with respect to any securities or other property so deposited, if the fair value thereof to the Issuing Entity as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the CARAT 20__-SN_ Notes.

(iii) Other than with respect to the release of any Warranty Secured Notes or Administrative Secured Notes, whenever any property or securities are to be released from the Lien of this CARAT Indenture, the Issuing Entity shall also furnish to the CARAT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person the proposed release will not impair the security under this CARAT Indenture in contravention of the provisions of this CARAT Indenture.

(iv) Whenever the Issuing Entity is required to furnish to the CARAT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signatory thereof as to the matters described in clause (b)(iii) above, the Issuing Entity shall also furnish to the CARAT Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than Warranty Secured Notes and Administrative Secured Notes, proposed to be released from the Lien of this CARAT Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (b)(iii) above and this clause (b)(iv), equals 10% or more of the Outstanding Amount of the CARAT 20__-SN_ Notes, but such certificate need not be furnished with respect to any release of securities or other property proposed to be released if the fair value of the securities or other property proposed to be released as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the CARAT 20__-SN_ Notes.

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(v) Notwithstanding Section 2.9 or any other provision of this Section 11.1, the Issuing Entity may (A) collect, liquidate, sell or otherwise dispose of COLT 20__-SN_ Secured Notes as and to the extent permitted or required by the CARAT Basic Documents, (B) make cash payments out of the Designated Accounts and the Certificate Distribution Account as and to the extent permitted or required by the CARAT Basic Documents and (C) take any other action not inconsistent with the TIA.

SECTION 11.2 Form of Documents Delivered to CARAT Indenture Trustee.

(a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

(b) Any certificate or opinion of an Authorized Officer of the Issuing Entity may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that any certificate, opinion or representation with respect to the matters upon which his certificate or opinion is based is erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Trust Administrator, the Depositor or the Issuing Entity, stating that the information with respect to such factual matters is in the possession of the Trust Administrator, the Depositor or the Issuing Entity, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

(c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this CARAT Indenture, they may, but need not, be consolidated and form one instrument.

(d) Whenever in this CARAT Indenture, in connection with any application or certificate or report to the CARAT Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the CARAT Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

SECTION 11.3 Acts of CARAT 20__-SN_ Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this CARAT Indenture to be given or taken by CARAT 20__-SN_

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Noteholders or a class of CARAT 20__-SN_ Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such CARAT 20__-SN_ Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the CARAT Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the CARAT 20__-SN_ Noteholders, as applicable, signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this CARAT Indenture and (subject to Section 6.1) conclusive in favor of the CARAT Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section 11.3.

(b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the CARAT Indenture Trustee deems sufficient.

(c) The ownership of CARAT 20__-SN_ Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any CARAT 20__-SN_ Notes (or any one or more Predecessor CARAT 20__-SN_ Notes) shall bind the Holder of every CARAT 20__-SN_ Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the CARAT Indenture Trustee or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such CARAT 20__-SN_ Note.

SECTION 11.4 Notices, etc., to CARAT Indenture Trustee, Issuing Entity and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of CARAT 20__-SN_ Noteholders or other documents provided or permitted by this CARAT Indenture to be made upon, given or furnished to or filed with:

(a) the CARAT Indenture Trustee by any CARAT 20__-SN_ Noteholder or by the Issuing Entity shall be made, given, furnished or filed in writing to or with the CARAT Indenture Trustee at its Corporate Trust Office; or

(b) the Issuing Entity by the CARAT Indenture Trustee or any CARAT 20__-SN_ Noteholder shall be sufficient for every purpose hereunder if in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail, return receipt requested to the Issuing Entity and the CARAT Owner Trustee each at the address specified in Appendix B to the Trust Sale and Administration Agreement.

The Issuing Entity shall promptly transmit any notice received by it from the CARAT 20__-SN_ Noteholders to the CARAT Indenture Trustee. The CARAT Indenture Trustee shall likewise promptly transmit any notice received by it from the CARAT 20__-SN_ Noteholders to the Issuing Entity.

(c) Notices required to be given to the Rating Agencies by the Issuing Entity and the CARAT Indenture Trustee or the CARAT Owner Trustee shall be delivered as specified in Appendix B to the Trust Sale and Administration Agreement.

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SECTION 11.5 Notices to CARAT 20__-SN_ Noteholders; Waiver.

(a) Where this CARAT Indenture provides for notice to the CARAT 20__-SN_ Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each CARAT 20__-SN_ Noteholder affected by such event, at such Person’s address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. If notice to CARAT 20__-SN_ Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular CARAT 20__-SN_ Noteholder shall affect the sufficiency of such notice with respect to other CARAT 20__-SN_ Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received.

(b) Where this CARAT Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by CARAT 20__-SN_ Noteholders shall be filed with the CARAT Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

(c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of CARAT 20__-SN_ Noteholders when such notice is required to be given pursuant to any provision of this CARAT Indenture, then any manner of giving such notice as shall be satisfactory to the CARAT Indenture Trustee shall be deemed to be a sufficient giving of such notice.

(d) Where this CARAT Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a CARAT Event of Default.

SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding any provision of this CARAT Indenture or any of the CARAT 20__-SN_ Notes to the contrary, the Issuing Entity may enter into any agreement with any Holder of a CARAT 20__-SN_ Note providing for a method of payment, or notice by the CARAT Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this CARAT Indenture for such payments or notices. The Issuing Entity shall furnish to the CARAT Indenture Trustee a copy of each such agreement and the CARAT Indenture Trustee shall cause payments to be made and notices to be given in accordance with such agreements and at the expense of the Issuing Entity.

SECTION 11.7 Conflict with Trust Indenture Act.

(a) If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this CARAT Indenture by any of the provisions of the TIA, such required provision shall control.

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(b) The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this CARAT Indenture) are a part of and govern this CARAT Indenture, whether or not physically contained herein.

SECTION 11.8 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 11.9 Successors and Assigns.

(a) All covenants and agreements in this CARAT Indenture and the CARAT 20__-SN_ Notes by the Issuing Entity shall bind its successors and assigns, whether so expressed or not.

(b) All covenants and agreements of the CARAT Indenture Trustee in this CARAT Indenture shall bind its successors and assigns, whether so expressed or not.

SECTION 11.10 Severability. In case any provision in this CARAT Indenture or in the CARAT 20__-SN_ Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.11 Benefits of CARAT Indenture. Nothing in this CARAT Indenture or in the CARAT 20__-SN_ Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and to the extent expressly provided herein, the CARAT 20__-SN_ Noteholders, the CARAT 20__-SN_ Certificateholders, any other party secured hereunder, any other Person with an ownership interest in any part of the CARAT Trust Estate and any holder of a Third Party Instrument, any benefit or any legal or equitable right, remedy or claim under this CARAT Indenture. The holder of a Third Party Instrument shall be a third-party beneficiary to this CARAT Indenture only to the extent that it has any rights specified herein or rights with respect to this CARAT Indenture specified under the Swap Counterparty Rights Agreement.

SECTION 11.12 Legal Holidays. If the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the CARAT 20__-SN_ Notes or this CARAT Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

SECTION 11.13 GOVERNING LAW. THIS CARAT INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS CARAT INDENTURE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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SECTION 11.14 Counterparts. This CARAT Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.15 Recording of CARAT Indenture. If this CARAT Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuing Entity and at its expense accompanied by an Opinion of Counsel (which may be counsel to the CARAT Indenture Trustee or any other counsel reasonably acceptable to the CARAT Indenture Trustee) to the effect that such recording is necessary either for the protection of the CARAT 20__-SN_ Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the CARAT Indenture Trustee under this CARAT Indenture.

SECTION 11.16 No Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under this CARAT Indenture or any certificate or other writing delivered in connection herewith or therewith, against:

(a) the CARAT Indenture Trustee or the CARAT Owner Trustee in its individual capacity;

(b) the Depositor or any other owner of a beneficial interest in the Issuing Entity; or

(c) any partner, owner, beneficiary, agent, officer, director, employee or agent of the CARAT Indenture Trustee or the CARAT Owner Trustee in its individual capacity, the Depositor or any other holder of a beneficial interest in the Issuing Entity, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in its individual capacity (or any of their successors or assigns), except as any such Person may have expressly agreed (it being understood that the CARAT Indenture Trustee and the CARAT Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity. For all purposes of this CARAT Indenture, in the performance of any duties or obligations of the Issuing Entity hereunder, the CARAT Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

SECTION 11.17 No Petition. The CARAT Indenture Trustee, by entering into this CARAT Indenture, and each CARAT 20__-SN_ Noteholder and Note Owner, by accepting a CARAT 20__-SN_ Note (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the termination of this CARAT Indenture acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the

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Depositor or the Issuing Entity, that they will not look to property or assets of the Depositor in respect to such obligations, that such obligations shall not constitute a claim against the Depositor in respect to such obligations, and that such obligations shall not constitute a claim against the Issuing Entity in the event that the Issuing Entity’s assets are insufficient to pay in full such obligations, in each case for one year and one day after all CARAT 20__-SN_ Notes are paid in full.

SECTION 11.18 Inspection. The Issuing Entity agrees that, on reasonable prior notice, it shall permit any representative of the CARAT Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The CARAT Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the CARAT Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

SECTION 11.19 Indemnification by and Reimbursement of the Trust Administrator. The CARAT Indenture Trustee acknowledges and agrees to reimburse (i) the Trust Administrator and its directors, officers, employees and agents in accordance with Section 6.03(b) of the Trust Sale and Administration Agreement and (ii) the Depositor and its directors, officers, employees and agents in accordance with Section 3.04 of the Trust Sale and Administration Agreement. The CARAT Indenture Trustee further acknowledges and accepts the conditions and limitations with respect to the Trust Administrator’s obligation to indemnify, defend and hold the CARAT Indenture Trustee harmless as set forth in Section 6.01(a) of the Trust Sale and Administration Agreement.

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IN WITNESS WHEREOF, the Issuing Entity and the CARAT Indenture Trustee have caused this CARAT Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written.

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_
By:	[                                                     ], not in its individual capacity but solely as CARAT Owner Trustee
By:
Name:
Title:
[                                                 ], not in its individual capacity but solely as CARAT Indenture Trustee,
By:
Name:
Title:

S-1

STATE OF                                     )

                                                         ) ss

COUNTY OF                                 )

BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared             , known to me to be the person[s] and officer[s] whose name[s] is/are subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said Capital Auto Receivables Asset Trust 20__-SN_, a Delaware statutory trust, and that [she/he/they] executed the same as the act of said statutory trust for the purpose and consideration therein expressed, and in the capacities therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the     day of                     , 20    .

Notary Public in and for the State of                     

My commission expires:
                                                     

STATE OF                                     )

                                                         ) ss

COUNTY OF                                 )

BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared                                         , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said [                                ], and that he executed the same as the act of said national banking association for the purpose and consideration therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the     day of                     , 20    .

Notary Public in and for the State of                     

My commission expires:
                                                 

EXHIBIT A

LOCATION OF

SCHEDULE OF COLT 20__-SN_ SECURED NOTES

The Schedule of COLT 20__-SN_ Secured Notes is on file at the offices of:

1. The CARAT Indenture Trustee

2. The CARAT Owner Trustee

3. The COLT Indenture Trustee

4. Ally Financial Inc.

5. Capital Auto Receivables LLC

A-1

EXHIBIT B

FORM OF NOTE DEPOSITORY AGREEMENT FOR THE OFFERED NOTES

[To be inserted.]

B-1

EXHIBIT C-1

FORM OF [CLASS A-_], [CLASS A-_] AND

CLASS [A-_] FIXED RATE ASSET BACKED NOTE

REGISTERED $[                    ]

No. R-[__]

Interest Rate [        ] % per annum

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. [            ]

UNLESS THIS [CLASS A-_] NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY [CLASS A-_] NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS [CLASS A-_] NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS [CLASS A-_] NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

C-1-1

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_

[CLASS A-_] [CLASS A-_] [CLASS A-_] FIXED RATE

ASSET BACKED NOTES

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of             DOLLARS ($            ) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 20__-SN_ Note), on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the principal amount hereof and the denominator of which is aggregate principal amount for such [Class A-_] Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the [Class A-_] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided, however, that the entire unpaid principal amount of this [Class A-_] Note shall be due and payable on [            ] (the “Final Scheduled Distribution Date”), unless this [Class A-_] Note is earlier redeemed, pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this [Class A-_] Note at the rate per annum shown above on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this [Class A-_] Note is paid or made available for payment on the principal amount of this [Class A-_] Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 20__-SN_ Closing Date)). Interest on the [Class A-_] Notes will accrue from and including the Series 20__-SN_ Closing Date at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 20__-SN_ Noteholders’ Note Class Interest Distributable Amount for such Distribution Date for the [Class A-_] Notes. Interest will be computed on the basis of a 360-day year of twelve 30-day months (or, in the case of the initial Distribution Date, 17/360). Such principal of and interest on this [Class A-_] Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on this [Class A-_] Note on any Distribution Date shall be made pro rata to the [Class A-_] Noteholders entitled thereto.

The principal of and interest on this [Class A-_] Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this [Class A-_] Note shall be applied first to interest due and payable on this [Class A-_] Note as provided above and then to the unpaid principal of this [Class A-_] Note.

Reference is made to the further provisions of this [Class A-_] Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this [Class A-_] Note.

Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual signature, this [Class A-_] Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

C-1-2

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:             , 20    

CAPITAL AUTO RECEIVABLES ASSET TRUST 20        -SN
By:	[                        ], not in its individual capacity but solely as CARAT Owner Trustee
By:
Name:
Title:

C-1-3

CARAT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the CARAT 20__-SN_ Notes designated above and referred to in the within-mentioned CARAT Indenture.

[                    ], not in its individual capacity but solely as CARAT Indenture Trustee

By:

Name:

Title:

C-1-4

REVERSE OF NOTE

This CARAT 20__-SN_ Note is one of a duly authorized issue of CARAT 20__-SN_ Notes of the Issuing Entity, designated as [Class A-_] Fixed Rate Asset Backed Notes (herein called the “[Class A-_] Notes”), all issued under a CARAT Indenture, dated as of             , 20            (such CARAT Indenture, as supplemented or amended, is herein called the “CARAT Indenture”), between the Issuing Entity and             , as trustee (the “CARAT Indenture Trustee”, which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders. The [Class A-_] Notes are one of several duly authorized classes of CARAT 20__-SN_ Notes of the Issuing Entity issued pursuant to the CARAT Indenture (collectively, as to all CARAT 20__-SN_ Notes of all such classes, the “CARAT 20__-SN_ Notes”). The CARAT 20__-SN_ Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 20__-SN_ Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 20__-SN_ Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture.

The [Class A-_] Notes and all other CARAT 20__-SN_ Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture.

By acquiring a CARAT 20__-SN_ Note or any interest therein, each purchaser and transferee will be deemed to represent and warrant that either (A) it is not an (i) “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 Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code, (iii) an entity that is deemed to hold “Plan Assets” of any of the foregoing, or (iv) any other plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code, or (B) the acquisition and holding of the CARAT 20__-SN_ Note will not result in a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code or a non-exempt violation of any substantially similar applicable law.

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the CARAT Owner

C-1-5

Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity.

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 20__-SN_ Noteholder will not, prior to the date which is one year and one day after the termination of the CARAT Indenture, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity.

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, expresses its intention that this CARAT 20__-SN_ Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 20__-SN_ Notes as indebtedness secured by the Collateral for the purpose 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.

Prior to the due presentment for registration of transfer of this CARAT 20__-SN_ Note, the Issuing Entity, the CARAT Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 20__-SN_ Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all purposes, whether or not this CARAT 20__-SN_ Note shall be overdue, and neither the Issuing Entity, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the CARAT 20__-SN_ Noteholders under the CARAT Indenture at any time by the Issuing Entity with the consent of the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 20__-SN_ Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 20__-SN_ Notes, to waive compliance by the Issuing Entity with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 20__-SN_ Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 20__-SN_ Note and of any CARAT 20__-SN_ Note issued

C-1-6

upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this CARAT 20__-SN_ Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent of the CARAT 20__-SN_ Noteholders.

The term “Issuing Entity” as used in this CARAT 20__-SN_ Note includes any successor to the Issuing Entity under the CARAT Indenture.

The Issuing Entity is permitted by the CARAT Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 20__-SN_ Notes under the CARAT Indenture.

The CARAT 20__-SN_ Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain limitations therein set forth.

THIS CARAT 20__-SN_ NOTE AND THE CARAT INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

No reference herein to the CARAT Indenture and no provision of this CARAT 20__-SN_ Note or of the CARAT Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this CARAT 20__-SN_ Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Depositor, the Trust Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this CARAT 20__-SN_ Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the assets of the Issuing Entity. The Holder of this CARAT 20__-SN_ Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of a CARAT Event of Default under the CARAT Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 20__-SN_ Note.

C-1-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within CARAT 20__-SN_ Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                         , as attorney, to transfer said CARAT 20__-SN_ Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	__________________________________	1
	Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 20__-SN_ Note in every particular, without alteration, enlargement or any change whatsoever.

C-1-8

EXHIBIT C-2

FORM OF CLASS A-_ FLOATING RATE ASSET BACKED NOTE

REGISTERED	$[            ]
No. R-[            ]

Interest Rate: LIBOR + [__] % per annum

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. [__]

UNLESS THIS [CLASS A-_] NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY [CLASS A-_] NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS [CLASS A-_] NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS [CLASS A-_] NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

C-2-1

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_

[CLASS A-_] FLOATING RATE ASSET BACKED NOTES

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of             DOLLARS ($            ) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 20__-SN_ Note), on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the initial aggregate principal amount for such [Class A-_] Notes, by (ii) the aggregate amount, if any, payable on such Distribution Date from the CARAT 20__-SN_ Note Distribution Account in respect of principal on this [Class A-_] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided, however, that the entire unpaid principal amount of this [Class A-_] Note shall be due and payable on [                    ] (the “Final Scheduled Distribution Date”), unless this [Class A-_] Note is earlier redeemed pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this [Class A-_] Note on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this [Class A-_] Note is paid or made available for payment on the principal amount of this [Class A-_] Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 20__-SN_ Closing Date)). Interest on the [Class A-_] Notes will accrue from and including the Series 20__-SN_ Closing Date at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 20__-SN_ Noteholders’ Note Class Interest Distributable Amount for such Class on such Distribution Date for the [Class A-_] Notes. Interest will be computed on the basis of actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 20__-SN_ Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this [Class A-_] Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on the [Class A-_] Notes on any Distribution Date shall be made pro rata to the [Class A-_] Noteholders entitled thereto.

The principal of and interest on this [Class A-_] Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this [Class A-_] Note shall be applied first to interest due and payable on this [Class A-_] Note as provided above and then to the unpaid principal of this [Class A-_] Note as provided above.

Reference is made to the further provisions of this [Class A-_] Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this [Class A-_] Note.

Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual signature, this [Class A-_] Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

C-2-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:                     , 20__

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_
By:	,
	not in its individual capacity
	but solely as CARAT Owner Trustee
By:
Name:
Title:

C-2-3

CARAT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the CARAT 20__-SN_ Notes designed above and referred to in the within-mentioned CARAT Indenture.

________, not in its individual capacity but solely as CARAT Indenture Trustee

By:

Name:

Title:

C-2-4

REVERSE OF NOTE

This CARAT 20__-SN_ Note is one of a duly authorized issue of CARAT 20__-SN_ Notes of the Issuer, designated as its [Class A-_] Floating Rate Asset Backed Notes (herein called the “[Class A-_] Notes”), all issued under an CARAT Indenture, dated as of             , 20            (such CARAT Indenture, as supplemented or amended, is herein called the “CARAT Indenture”), between the Issuer and             , as trustee (the “CARAT Indenture Trustee”, which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders. The [Class A-_] Notes are one of several duly authorized classes of CARAT 20__-SN_ Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all CARAT 20__-SN_ Notes of all such classes, the “CARAT 20__-SN_ Notes”). The CARAT 20__-SN_ Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 20__-SN_ Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 20__-SN_ Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture.

The [Class A-_] Notes and all other CARAT 20__-SN_ Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture.

Each CARAT 20__-SN_ Noteholder or Note Owner will be deemed to represent and warrant that either (A) it is not (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” as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (B) the purchase, holding and disposition of the CARAT 20__-SN_ Note will not result in a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code.

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity.

C-2-5

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 20__-SN_ Noteholder will not, prior to the date which is one year and one day after the termination of the CARAT Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer 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 Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer.

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, expresses its intention that this CARAT 20__-SN_ Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 20__-SN_ Notes as indebtedness secured by the Collateral for the purpose 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.

Prior to the due presentment for registration of transfer of this CARAT 20__-SN_ Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 20__-SN_ Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all purposes, whether or not this CARAT 20__-SN_ Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the CARAT 20__-SN_ Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 20__-SN_ Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 20__-SN_ Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 20__-SN_ Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 20__-SN_ Note and of any CARAT 20__-SN_ Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this CARAT 20__-SN_ Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent of the Noteholders.

C-2-6

The term “Issuer” as used in this CARAT 20__-SN_ Note includes any successor to the Issuer under the CARAT Indenture.

The Issuer is permitted by the CARAT Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 20__-SN_ Notes under the CARAT Indenture.

The CARAT 20__-SN_ Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain limitations therein set forth.

This CARAT 20__-SN_ Note and the CARAT Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the CARAT Indenture and no provision of this CARAT 20__-SN_ Note or of the CARAT Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 20__-SN_ Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this CARAT 20__-SN_ Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the assets of the Issuer. The Holder of this CARAT 20__-SN_ Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of an Event of Default under the CARAT Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 20__-SN_ Note.

C-2-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within CARAT 20__-SN_ Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                      , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		2
	Signature Guaranteed

² NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 20__-SN_ in every particular, without alteration, enlargement or any change whatsoever.

C-2-8

EXHIBIT C-3

FORM OF RULE 144A GLOBAL

CLASS A-1 NOTE

REGISTERED Up to $                    

No. R-144A

Interest Rate [    ] % per annum

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. [    ]

UNLESS THIS RULE 144A GLOBAL CLASS A-1 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY RULE 144A GLOBAL CLASS A-1 NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS RULE 144A GLOBAL CLASS A-1 NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS RULE 144A GLOBAL CLASS A-1 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS RULE 144A GLOBAL CLASS A-1 NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS RULE 144A GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL CLASS A-1 NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE SELLER AND THE CARAT INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE l44A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

C-3-1

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS RULE 144A GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(c) OR (d) UNDER THE CARAT INDENTURE AND THAT (A) IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED UNDER RULE l44A UNDER THE U.S. SECURITIES ACT, ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNTS OF OTHER “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED UNDER RULE 144A UNDER THE U.S SECURITIES ACT, AND (B) IT IS AWARE THAT THE TRANSFEROR OF SUCH RULE 144A CLASS A-1 NOTE INTENDS TO RELY ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A UNDER THE U.S. SECURITIES ACT, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(c) OR (d) UNDER THE CARAT INDENTURE, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER, AND (B) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE SELLER, THE TRUST ADMINISTRATOR OR THE CARAT INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE CARAT INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.

C-3-2

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_

RULE 144A GLOBAL 4

CLASS A-1 NOTES

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum up to             DOLLARS ($            ) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 20__-SN_ Note), on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the principal amount hereof and the denominator of which is aggregate principal amount for the Class A-1 Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided, however, that the entire unpaid principal amount of this Rule 144A Global Class A-1 Note shall be due and payable on May 15, 20    (the “Final Scheduled Distribution Date”), unless this Rule 144A Global Class A-1 Note is earlier redeemed, pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this Rule 144A Global Class A-1 Note at the rate per annum shown above on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this Rule 144A Global Class A-1 Note is paid or made available for payment on the principal amount of this Rule 144A Global Class A-1 Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 20__-SN_ Closing Date)). Interest on the Class A-1 Notes will accrue from and including the Series 20__-SN_ Closing Date at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 20__-SN_ Noteholders’ Note Class Interest Distributable Amount for such Distribution Date for the Class A-1 Notes. Interest will be computed on the basis of actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 20__-SN_ Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this Rule 144A Global Class A-1 Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on this Rule 144A Global Class A-1 Note on any Distribution Date shall be made pro rata to the Class A-1 Noteholders entitled thereto.

The principal of and interest on this Rule 144A Global Class A-1 Note is payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Rule 144A Global Class A-1 Note shall be applied first to interest due and payable on this Rule 144A Global Class A-1 Note as provided above and then to the unpaid principal of this Rule 144A Global Class A-1 Note.

Reference is made to the further provisions of this Rule 144A Global Class A-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Rule 144A Global Class A-1 Note.

C-3-3

Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual signature, this Rule 144A Global Class A-1 Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

C-3-4

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:                     , 20    

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_
By:	, not in its individual capacity but solely as CARAT Owner Trustee
By:
Name:
Title:

C-3-5

CARAT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the CARAT 20__-SN_ Notes designed above and referred to in the within-mentioned CARAT Indenture.

            , not in its individual capacity but solely

as CARAT Indenture Trustee

By:

Name:

Title:

C-3-6

REVERSE OF NOTE

This CARAT 20__-SN_ Note is one of a duly authorized issue of CARAT 20__-SN_ Notes of the Issuer, designated as Class A-1 Fixed Rate Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under a CARAT Indenture, dated as of             , 20    (such CARAT Indenture, as supplemented or amended, is herein called the “CARAT Indenture”), between the Issuer and             , as trustee (the “CARAT Indenture Trustee”, which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders. The Class A-1 Notes are one of several duly authorized classes of CARAT 20__-SN_ Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all CARAT 20__-SN_ Notes of all such classes, the “CARAT 20__-SN_ Notes”). The CARAT 20__-SN_ Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 20__-SN_ Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 20__-SN_ Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture.

The Class A-1 Notes and all other CARAT 20__-SN_ Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture.

Each CARAT 20__-SN_ Noteholder or Note Owner will be deemed to represent and warrant that either (A) it is not (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” as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (B) the purchase, holding and disposition of the CARAT 20__-SN_ Note will not result in a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code.

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity.

C-3-7

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 20__-SN_ Noteholder will not, prior to the date which is one year and one day after the termination of the CARAT Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer 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 Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer.

Each CARAT 20__-SN_ Noteholder or Note Owner , by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, expresses its intention that this CARAT 20__-SN_ Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 20__-SN_ Notes as indebtedness secured by the Collateral for the purpose 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.

Prior to the due presentment for registration of transfer of this CARAT 20__-SN_ Note, the Issuer, the CARAT Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 20__-SN_ Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all purposes, whether or not this CARAT 20__-SN_ Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the CARAT 20__-SN_ Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 20__-SN_ Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 20__-SN_ Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 20__-SN_ Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 20__-SN_ Note and of any CARAT 20__-SN_ Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this CARAT 20__-SN_ Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent of the Noteholders.

C-3-8

The term “Issuer” as used in this CARAT 20__-SN_ Note includes any successor to the Issuer under the CARAT Indenture.

The Issuer is permitted by the CARAT Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 20__-SN_ Notes under the CARAT Indenture.

The CARAT 20__-SN_ Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain limitations therein set forth.

This CARAT 20__-SN_ Note and the CARAT Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the CARAT Indenture and no provision of this CARAT 20__-SN_ Note or of the CARAT Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 20__-SN_ Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this CARAT 20__-SN_ Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the assets of the Issuer. The Holder of this CARAT 20__-SN_ Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of an Event of Default under the CARAT Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 20__-SN_ Note.

C-3-9

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within CARAT 20__-SN_ Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                         , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		3
	Signature Guaranteed

³ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 20__-SN_ Note in every particular, without alteration, enlargement or any change whatsoever.

C-3-10

EXHIBIT C-4

FORM OF TEMPORARY REGULATION S

GLOBAL CLASS A-1 NOTE

REGISTERED Up to $

No. R-Temporary Regulation S

Interest Rate [__] % per annum

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. [__]

THIS NOTE IS A TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE CARAT INDENTURE REFERRED TO HEREIN.

UNLESS THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

NO BENEFICIAL OWNER OF THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREIN UNLESS SUCH BENEFICIAL OWNER SHALL HAVE DELIVERED A CERTIFICATION IN THE FORM ATTACHED AS ANNEX A TO EXHIBIT D-5 TO THE CARAT INDENTURE TO CLEARSTREAM, LUXEMBOURG OR EUROCLEAR.

C-4-1

THE HOLDER OF THIS TEMPORARY REGULATION S CLASS A-1 GLOBAL NOTE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) PRIOR TO THE EXCHANGE DATE EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE SELLER AND THE CARAT INDENTURE TRUSTEE THAT IT IS A NON-U.S. PERSON (AS DEFINED IN REGULATION S) WHO ACQUIRED THE CLASS A-1 NOTE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S.

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A “QUALIFIED INSTITUTIONAL BUYER” THAT DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(c) OR (d) UNDER THE CARAT INDENTURE AND THAT (A) IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED UNDER RULE l44A UNDER THE U.S. SECURITIES ACT, ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNTS OF OTHER “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED UNDER RULE 144A UNDER THE U.S SECURITIES ACT, AND (B) IT IS AWARE THAT THE TRANSFEROR OF SUCH TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE INTENDS TO RELY ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A UNDER THE U.S. SECURITIES ACT, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(c) OR (d) UNDER THE CARAT INDENTURE, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER, AND (B) THE CARAT INDENTURE

C-4-2

TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE SELLER, THE TRUST ADMINISTRATOR OR THE CARAT INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE CARAT INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.

C-4-3

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_

TEMPORARY REGULATION S

GLOBAL CLASS A-1 NOTES

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum up to              DOLLARS ($            ) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 20__-SN_ Note), on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the principal amount hereof and the denominator of which is aggregate principal amount for the Class A-1 Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided, however, that the entire unpaid principal amount of this Temporary Regulation S Global Class A-1 Note shall be due and payable on May 15, 20     (the “Final Scheduled Distribution Date”), unless this Temporary Regulation S Global Class A-1 Note is earlier redeemed, pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this Temporary Regulation S Global Class A-1 Note at the rate per annum shown above on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this Temporary Regulation S Global Class A-1 Note is paid or made available for payment on the principal amount of this Temporary Regulation S Global Class A-1 Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 20__-SN_ Closing Date)). Interest on the Class A-1 Notes will accrue from and including the Series 20__-SN_ Closing Date at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 20__-SN_ Noteholders’ Note Class Interest Distributable Amount for such Distribution Date for the Class A-1 Notes. Interest will be computed on the basis of actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 20__-SN_ Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this Temporary Regulation S Global Class A-1 Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on this Temporary Regulation S Global Class A-1 Note on any Distribution Date shall be made pro rata to the Class A-1 Noteholders entitled thereto.

The principal of and interest on this Temporary Regulation S Global Class A-1 Note is payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Temporary Regulation S Global Class A-1 Note shall be applied first to interest due and payable on this Temporary Regulation S Global Class A-1 Note as provided above and then to the unpaid principal of this Temporary Regulation S Global Class A-1 Note.

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Reference is made to the further provisions of this Temporary Regulation S Global Class A-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Temporary Regulation S Global Class A-1 Note.

Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual signature, this Temporary Regulation S Global Class A-1 Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:             , 20__

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_
By:	_________________, not in its individual capacity but solely as CARAT Owner Trustee
By:
Name:
Title:

C-4-6

CARAT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the CARAT 20__-SN_ Notes designed above and referred to in the within-mentioned CARAT Indenture.

________, not in its individual capacity but solely as CARAT Indenture Trustee

By:

Name:

Title:

C-4-7

REVERSE OF NOTE

This CARAT 20__-SN_ Note is one of a duly authorized issue of CARAT 20__-SN_ Notes of the Issuer, designated as Class A-1 Fixed Rate Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under a CARAT Indenture, dated as of             , 20     (such CARAT Indenture, as supplemented or amended, is herein called the “CARAT Indenture”), between the Issuer and             , as trustee (the “CARAT Indenture Trustee”, which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders. The Class A-1 Notes are one of several duly authorized classes of CARAT 20__-SN_ Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all CARAT 20__-SN_ Notes of all such classes, the “CARAT 20__-SN_ Notes”). The CARAT 20__-SN_ Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 20__-SN_ Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 20__-SN_ Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture.

The Class A-1 Notes and all other CARAT 20__-SN_ Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture.

Each CARAT 20__-SN_ Noteholder or Note Owner will be deemed to represent and warrant that either (A) it is not (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” as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (B) the purchase, holding and disposition of the CARAT 20__-SN_ Note will not result in a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code.

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity.

C-4-8

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 20__-SN_ Noteholder will not, prior to the date which is one year and one day after the termination of the CARAT Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer 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 Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer.

Each CARAT 20__-SN_ Noteholder or Note Owner , by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, expresses its intention that this CARAT 20__-SN_ Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 20__-SN_ Notes as indebtedness secured by the Collateral for the purpose 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.

Prior to the due presentment for registration of transfer of this CARAT 20__-SN_ Note, the Issuer, the CARAT Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 20__-SN_ Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all purposes, whether or not this CARAT 20__-SN_ Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the CARAT 20__-SN_ Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 20__-SN_ Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 20__-SN_ Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 20__-SN_ Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 20__-SN_ Note and of any CARAT 20__-SN_ Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this CARAT 20__-SN_ Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent of the Noteholders.

C-4-9

The term “Issuer” as used in this CARAT 20__-SN_ Note includes any successor to the Issuer under the CARAT Indenture.

The Issuer is permitted by the CARAT Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 20__-SN_ Notes under the CARAT Indenture.

The CARAT 20__-SN_ Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain limitations therein set forth.

This CARAT 20__-SN_ Note and the CARAT Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the CARAT Indenture and no provision of this CARAT 20__-SN_ Note or of the CARAT Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 20__-SN_ Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this CARAT 20__-SN_ Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the assets of the Issuer. The Holder of this CARAT 20__-SN_ Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of an Event of Default under the CARAT Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 20__-SN_ Note.

C-4-10

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within CARAT 20__-SN_ Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                  , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		4
	Signature Guaranteed:

⁴ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 20__-SN_ Note in every particular, without alteration, enlargement or any change whatsoever.

C-4-11

EXHIBIT C-5

FORM OF PERMANENT REGULATION S

GLOBAL CLASS A-1 NOTE

REGISTERED Up to $

No. R-Permanent Regulation S

Interest Rate [    ] % per annum

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. [__]

UNLESS THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE SELLER AND THE CARAT INDENTURE TRUSTEE THAT IT IS A NON-U.S. PERSON (AS DEFINED IN REGULATION S) WHO ACQUIRED THE CLASS A-1 NOTE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S.

C-5-1

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED UNDER RULE 144A THAT DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(c) OR (d) UNDER THE CARAT INDENTURE AND THAT (A) IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED UNDER RULE l44A UNDER THE U.S. SECURITIES ACT, ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNTS OF OTHER “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED UNDER RULE 144A UNDER THE U.S SECURITIES ACT, AND (B) IT IS AWARE THAT THE TRANSFEROR OF SUCH PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE INTENDS TO RELY ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A UNDER THE U.S. SECURITIES ACT, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(c) OR (d) UNDER THE CARAT INDENTURE, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER, AND (B) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE SELLER, THE TRUST ADMINISTRATOR OR THE CARAT INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE CARAT INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.

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CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_

PERMANENT REGULATION S

GLOBAL CLASS A-1 NOTES

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum up to                          DOLLARS ($            ) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 20__-SN_ Note), on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the principal amount hereof and the denominator of which is aggregate principal amount for the Class A-1 Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided, however, that the entire unpaid principal amount of this Permanent Regulation S Global Class A-1 Note shall be due and payable on May 15, 20     (the “Final Scheduled Distribution Date”), unless this Permanent Regulation S Global Class A-1 Note is earlier redeemed, pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this Permanent Regulation S Global Class A-1 Note at the rate per annum shown above on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this Permanent Regulation S Global Class A-1 Note is paid or made available for payment on the principal amount of this Permanent Regulation S Global Class A-1Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 20__-SN_ Closing Date)). Interest on the Class A-1 Notes will accrue from and including the Series 20__-SN_ Closing Date at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 20__-SN_ Noteholders’ Note Class Interest Distributable Amount for such Distribution Date for the Class A-1 Notes. Interest will be computed on the basis of actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 20__-SN_ Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this Permanent Regulation S Global Class A-1 Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on this Permanent Regulation S Global Class A-1 Note on any Distribution Date shall be made pro rata to the Class A-1 Noteholders entitled thereto.

The principal of and interest on this Permanent Regulation S Global Class A-1 Note is payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Permanent Regulation S Global Class A-1 Note shall be applied first to interest due and payable on this Permanent Regulation S Global Class A-1 Note as provided above and then to the unpaid principal of this Permanent Regulation S Global Class A-1 Note.

C-5-3

Reference is made to the further provisions of this Permanent Regulation S Global Class A-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Permanent Regulation S Global Class A-1 Note.

Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual signature, this Permanent Regulation S Global Class A-1 Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

C-5-4

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:                     , 20__

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_
By:	, not in its individual capacity but solely as CARAT Owner Trustee
By:
Name:
Title:

C-5-5

CARAT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the CARAT 20__-SN_ Notes designed above and referred to in the within-mentioned CARAT Indenture.

________, not in its individual capacity but solely as
CARAT Indenture Trustee

By:

Name:

Title:

C-5-6

REVERSE OF NOTE

This CARAT 20__-SN_ Note is one of a duly authorized issue of CARAT 20__-SN_ Notes of the Issuer, designated as Class A-1 Fixed Rate Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under a CARAT Indenture, dated as of             , 20     (such CARAT Indenture, as supplemented or amended, is herein called the “CARAT Indenture”), between the Issuer and             , as trustee (the “CARAT Indenture Trustee”, which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders. The Class A-1 Notes are one of several duly authorized classes of CARAT 20__-SN_ Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all CARAT 20__-SN_ Notes of all such classes, the “CARAT 20__-SN_ Notes”). The CARAT 20__-SN_ Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 20__-SN_ Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 20__-SN_ Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture.

The Class A-1 Notes and all other CARAT 20__-SN_ Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture.

Each CARAT 20__-SN_ Noteholder or Note Owner will be deemed to represent and warrant that either (A) it is not (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” as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (B) the purchase, holding and disposition of the CARAT 20__-SN_ Note will not result in a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code.

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity.

C-5-7

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 20__-SN_ Noteholder will not, prior to the date which is one year and one day after the termination of the CARAT Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer 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 Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer.

Each CARAT 20__-SN_ Noteholder or Note Owner , by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, expresses its intention that this CARAT 20__-SN_ Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 20__-SN_ Notes as indebtedness secured by the Collateral for the purpose 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.

Prior to the due presentment for registration of transfer of this CARAT 20__-SN_ Note, the Issuer, the CARAT Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 20__-SN_ Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all purposes, whether or not this CARAT 20__-SN_ Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the CARAT 20__-SN_ Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 20__-SN_ Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 20__-SN_ Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 20__-SN_ Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 20__-SN_ Note and of any CARAT 20__-SN_ Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this CARAT 20__-SN_ Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent of the Noteholders.

C-5-8

The term “Issuer” as used in this CARAT 20__-SN_ Note includes any successor to the Issuer under the CARAT Indenture.

The Issuer is permitted by the CARAT Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 20__-SN_ Notes under the CARAT Indenture.

The CARAT 20__-SN_ Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain limitations therein set forth.

This CARAT 20__-SN_ Note and the CARAT Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the CARAT Indenture and no provision of this CARAT 20__-SN_ Note or of the CARAT Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 20__-SN_ Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this CARAT 20__-SN_ Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the assets of the Issuer. The Holder of this CARAT 20__-SN_ Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of an Event of Default under the CARAT Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 20__-SN_ Note.

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within CARAT 20__-SN_ Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                          , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		5
	Signature Guaranteed:

⁵ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 20__-SN_ Note in every particular, without alteration, enlargement or any change whatsoever.

C-5-10

EXHIBIT C-6

FORM OF CLASS A-_

FLOATING RATE ASSET BACKED NOTE

REGISTERED $____________

No. R-[            ]

Interest Rate: LIBOR +    % per annum

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. [__]

THIS [CLASS A-_] NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS [CLASS A-_] NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS [CLASS A-_] NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE SELLER AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE l44A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS [CLASS A-_] NOTE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS [CLASS A-_] NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE SELLER, (ii) SO LONG AS THIS [CLASS A-_] NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE l44A UNDER THE U.S. SECURITIES ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE l44A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE

C-5-1

THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE SELLER, THE TRUST ADMINISTRATOR OR THE CARAT INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE CARAT INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.

THE PRINCIPAL OF THIS [CLASS A-_] NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS [CLASS A-_] NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_

[CLASS A-_] FLOATING RATE ASSET BACKED NOTES

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to U.S. Bank National Association, as Collateral Trustee u/a dated 6/18/01, as amended, Custodian, under a Participation and Custodial Agreement, dtd 04/28/05, Capital Auto Receivables, Inc., issuer, or registered assigns, the principal sum of             DOLLARS ($            ) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 20__-SN_ Note), on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the initial aggregate principal amount for such [Class A-_] Notes, by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the [Class A-_] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided, however, that the entire unpaid principal amount of this [Class A-_] Note shall be due and payable on [            ] (the “Final Scheduled Distribution Date”), unless this [Class A-_] Note is earlier redeemed pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this [Class A-_] Note on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this [Class A-_] Note is paid or made available for payment on the principal amount of this [Class A-_] Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 20__-SN_ Closing Date)). Interest on the [Class A-_] Notes will accrue from and including the Series 20__-SN_ Closing Date at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 20__-SN_ Noteholders’ Note Class Interest Distributable Amount for such Class on such Distribution Date for the [Class A-_] Notes. Interest will be computed on the basis of actual number of days

C-5-2

elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 20__-SN_ Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this [Class A-_] Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on the [Class A-_] Notes on any Distribution Date shall be made pro rata to the [Class A-_] Noteholders entitled thereto.

The principal of and interest on this [Class A-_] Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this [Class A-_] Note shall be applied first to interest due and payable on this [Class A-_] Note as provided above and then to the unpaid principal of this [Class A-_] Note as provided above.

Reference is made to the further provisions of this [Class A-_] Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this [Class A-_] Note.

Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual signature, this [Class A-_] Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

C-5-3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:                     , 20__

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_
By:	, not in its individual capacity
	but solely as CARAT Owner Trustee
By:
Name:
Title:

C-5-4

CARAT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the CARAT 20__-SN_ Notes designed above and referred to in the within-mentioned CARAT Indenture.

________, not in its individual capacity but solely as CARAT Indenture Trustee

By:

Name:

Title:

C-5-6

REVERSE OF NOTE

This CARAT 20__-SN_ Note is one of a duly authorized issue of CARAT 20__-SN_ Notes of the Issuer, designated as its [Class A-_] Floating Rate Asset Backed Notes (herein called the “[Class A-_] Notes”), all issued under the CARAT Indenture, dated as of             , 20     (such CARAT Indenture, as supplemented or amended, is herein called the “CARAT Indenture”), between the Issuer and             , as trustee (the “CARAT Indenture Trustee”, which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders. The [Class A-_] Notes are one of several duly authorized classes of CARAT 20__-SN_ Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all CARAT 20__-SN_ Notes of all such classes, the “CARAT 20__-SN_ Notes”). The CARAT 20__-SN_ Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 20__-SN_ Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 20__-SN_ Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture.

The [Class A-_] Notes and all other CARAT 20__-SN_ Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture.

Each CARAT 20__-SN_ Noteholder or Note Owner will be deemed to represent and warrant that either (A) it is not (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” as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (B) the purchase, holding and disposition of the CARAT 20__-SN_ Note will not result in a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code.

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity.

C-5-6

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 20__-SN_ Noteholder will not, prior to the date which is one year and one day after the termination of the CARAT Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer 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 Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer.

Each CARAT 20__-SN_ Noteholder or Note Owner , by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, expresses its intention that this CARAT 20__-SN_ Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 20__-SN_ Notes as indebtedness secured by the Collateral for the purpose 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.

Prior to the due presentment for registration of transfer of this CARAT 20__-SN_ Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 20__-SN_ Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all purposes, whether or not this CARAT 20__-SN_ Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the CARAT 20__-SN_ Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 20__-SN_ Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 20__-SN_ Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 20__-SN_ Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 20__-SN_ Note and of any CARAT 20__-SN_ Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this CARAT 20__-SN_ Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent of the Noteholders.

C-5-7

The term “Issuer” as used in this CARAT 20__-SN_ Note includes any successor to the Issuer under the CARAT Indenture.

The Issuer is permitted by the CARAT Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 20__-SN_ Notes under the CARAT Indenture.

The CARAT 20__-SN_ Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain limitations therein set forth.

This CARAT 20__-SN_ Note and the CARAT Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the CARAT Indenture and no provision of this CARAT 20__-SN_ Note or of the CARAT Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 20__-SN_ Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this CARAT 20__-SN_ Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the assets of the Issuer. The Holder of this CARAT 20__-SN_ Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of an Event of Default under the CARAT Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 20__-SN_ Note.

C-5-8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within CARAT 20__-SN_ Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                          , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		6
	Signature Guaranteed:

⁶ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 20__-SN_ Note in every particular, without alteration, enlargement or any change whatsoever.

C-5-9

EXHIBIT D-1

FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFERS OF THE RULE 144A

GLOBAL CLASS A-_ NOTES

[Date]

            , as Note Registrar

Re: CARAT 20     -SN   NOTES, CLASS A-     (the “Class A-_ Notes”)

Ladies and Gentlemen:

This letter relates to the sale by                             (the “Transferor”) to                             (the “Transferee”) of U.S. $[            ] aggregate principal balance of Class A-_ Notes (the “Transferred Notes”). The Class A-_ Notes, including the Transferred Notes, were issued pursuant to the CARAT Indenture, dated as of             , 20     (the “CARAT Indenture”), among Capital Auto Receivables Asset Trust 20     -SN    , as Issuing Entity (the “Issuing Entity”) and             as indenture trustee (the “CARAT Indenture Trustee”). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the CARAT Indenture.

The Transferor hereby certifies, represents and warrants to you, as Note Registrar, and for the benefit of the Issuing Entity, the CARAT Indenture Trustee and the Transferee, that the Transferred Notes are being transferred in accordance with (i) the transfer restrictions set forth in the CARAT Indenture and, taken as a whole, the confidential offering memorandum dated             , 20     relating to the Notes and (ii) Rule 144A under the United States Securities Act of 1933, as amended, to a Transferee that the Transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A purchasing the Notes for its own account or for the account of a qualified institutional buyer, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

[Name of Transferor]

By:

Name:

Title:

cc: [Seller]

D-1-1

EXHIBIT D-2

FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFERS OF THE RULE 144A

GLOBAL CLASS A-_ NOTES

[Date]

            , as Note Registrar

Re: CARAT 20__-SN_ NOTES, CLASS A-_ (the “Class A-_ Notes”)

Ladies and Gentlemen:

            (the “Transferee”) intends to purchase from             (the “Transferor”) U.S. $[            ] aggregate principal balance of Class A-_ Notes (the “Transferred Notes”). The Class A-_ Notes, including the Transferred Notes, were issued pursuant to the CARAT Indenture, dated as of             , 20     (the “CARAT Indenture”), among Capital Auto Receivables Asset Trust 20     - -SN    , as Issuing Entity (the “Issuing Entity”) and             as indenture trustee (the “CARAT Indenture Trustee”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the CARAT Indenture. The Transferee hereby certifies, represents and warrants to you, as Note Registrar, and for the benefit of the Issuing Entity, the CARAT Indenture Trustee and the Transferor, that:

1. The Transferee is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule l44A”) under the Securities Act of 1933, as amended (the “Securities Act”), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it of the Transferred Notes is being made in reliance on Rule 144A. The Transferee is acquiring the Transferred Notes for its own account or for the account of a Qualified Institutional Buyer, and understands that such Transferred Notes may be resold, pledged or transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act.

2. The Transferee has been furnished with all information regarding (a) the Transferred Notes and payments thereon, (b) the nature and performance of the COLT 20__-SN_ Secured Notes and the Series 20__-SN_ Lease Assets, (c) the CARAT Indenture, and (d) any credit enhancement mechanism associated with the Transferred Notes, that it has requested.

D-2-1

Very truly yours,

(Transferee)

By:

Name:

Title:

D-2-2

ANNEX 1 TO EXHIBIT D-2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[for Transferees other than Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Note Registrar], as Note Registrar, with respect to the Class A-_ Notes being transferred (the “Transferred Notes”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Notes (the “Transferee”).

2. The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), because (i) the Transferee owned and/or invested on a discretionary basis $            in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.

Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any state, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the state or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.

Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.

D-2-3

Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state, U.S. territory or the District of Columbia.

State or Local Plan. The Transferee is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of the state or its political subdivisions, for the benefit of its employees.

ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.

Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended.

Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule l44A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2 rather than this Annex 1.)

3. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities referred to in this paragraph.

4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee’s direction. However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended.

D-2-4

5. The Transferee acknowledges that it is familiar with Rule l44A and understands that the Transferor and other parties related to the Transferred Notes are relying and will continue to rely on the statements made herein because one or more sales to the Transferee may be in reliance on Rule 144A.

		Will the Transferee be purchasing the Transferred Notes Yes No only for the Transferee’s own account?
Yes	No

6. If the answer to the foregoing question is “no”, then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.

7. The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee’s purchase of the Transferred Notes will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available.

Print Name of Transferee

By:

Name:

Title:

Date:

D-2-5

ANNEX 2 TO EXHIBIT D-2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[for Transferees that are Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Note Registrar], as Note Registrar, with respect to the Class A-_ Notes being transferred (the “Transferred Notes”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Certificates (the “Transferee”) or, if the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), because the Transferee is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the “Adviser”).

2. The Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee’s Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee’s Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee’s Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market.

The Transferee owned and/or invested on a discretionary basis $                    in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

The Transferee is part of a Family of Investment Companies which owned in the aggregate $                    in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

3. The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or I investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

4. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee’s Family of Investment Companies,

D-2-6

(ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee’s Family of Investment Companies, the securities referred to in this paragraph were excluded.

5. The Transferee is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A.

		Will the Transferee be purchasing the Transferred Notes
Yes	No	only for the Transferee’s own account?

6. If the answer to the foregoing question is “no”, then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule l44A.

7. The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee’s purchase of the Transferred Notes will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.

Print Name of Transferee or Adviser

By:

Name:

Title:

IF AN ADVISER:

Print Name of Transferee

Date:

D-2-7

EXHIBIT D-3

FORM OF REGULATION S TRANSFER CERTIFICATE

[Date]

            , as Note Registrar

Re: CARAT 20__-SN_ NOTES, CLASS A-_ (the “Class A-_ Notes”)

                         (the “Transferee”) intends to purchase from                         (the “Transferor”) U.S. $[                    ] aggregate principal balance of Class A-_ Notes (the “Transferred Notes”). The Class A-_ Notes, including the Transferred Notes, were issued pursuant to the CARAT Indenture, dated as of             , 20     (the “CARAT Indenture”), among Capital Auto Receivables Asset Trust 20__-SN_, as issuer (the “Issuer”) and             as indenture trustee (the “CARAT Indenture Trustee”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the CARAT Indenture. The Transferee hereby certifies, represents and warrants to you, as Note Registrar, and for the benefit of the Issuer, the CARAT Indenture Trustee and the Transferor, that:

1. The Transferee is not a U.S. person (as defined in Regulation S under the Securities Act) and is acquiring the Transferred Notes outside of the United States.

2. No directed selling efforts were made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable.

3. The transfer is not part of a plan or scheme to evade the registration requirements of the Securities Act;

4. The transfer was made in accordance with the applicable provisions of Rule 903 or Rule 904 of Regulation S, as the case may be.

5. The Transferee has been furnished with all information regarding (a) the Transferred Notes and payments thereon, (b) the nature and performance of the COLT 20__-SN_ Secured Notes and the Series 20__-SN_ Lease Assets, (c) the CARAT Indenture, and (d) any credit enhancement mechanism associated with the Transferred Notes, that it has requested.

6. The Transferee understands that the Transferred Notes have not been and will not be registered under the Securities Act, that any offers, sales or deliveries of the Transferred Notes purchased by the Transferee in the United States or to U.S. persons prior to the date that is 40 days after the later of (i) the commencement of the offering of the Class A-_ Notes and (ii) the Series 20__-SN_ Closing Date, may constitute a violation of United States law, and that (x) distributions of principal and interest and (y) the exchange of beneficial interests in a Temporary Regulation S Global Class A-_ Note for beneficial interests in the related Permanent Regulation S Global Class A-_ Note, in each case, will be made in respect of such Transferred Notes only

D-3-1

following the delivery by the holder of a certification of non-U.S. beneficial ownership, at the times and in the manner set forth in the CARAT Indenture.

Very truly yours,

(Transferee)

By:

Name:

Title:

D-3-2

EXHIBIT D-4

FORM OF RULE 144A TRANSFER CERTIFICATE

[Date]

            , as Note Registrar

Re: CARAT 20__-SN_ NOTES, CLASS A-_ (the “Class A-_ Notes”)

Ladies and Gentlemen:

Reference is hereby made to the CARAT Indenture, dated as of             , 20     (the “CARAT Indenture”) among Capital Auto Receivables Asset Trust 20__-SN_, as issuer (the “Issuer”) and              as indenture trustee (the “CARAT Indenture Trustee”). Capitalized terms used herein but not defined herein shall have the meanings assigned thereto in the CARAT Indenture.

This letter relates to U.S. $[                    ] aggregate principal balance of Class A-_ Notes which are held in the form of a Temporary Regulation S Global Class A-_ Note with the Depository [CUSIP/CINS No.                                 ] in the name of [name of transferor] (the “Transferor”) to effect [the transfer of the Class A-_ Notes to a person who wishes to take delivery thereof in the form of an equivalent beneficial interest in a Rule 144A Global Note (the “Transferee”)] [the exchange of the Class A-_ Notes for an equivalent beneficial interest in a Rule 144A Global Class A-_ Note].

In connection with such request, and in respect of such Notes, the Transferor does hereby certify that such Class A-_ Notes are being transferred in accordance with (i) the transfer restrictions set forth in the CARAT Indenture and the private placement memorandum dated             , 20     relating to the Notes and (ii) Rule 144A under the United States Securities Act of 1933, as amended, to a Transferee that the Transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A purchasing the Class A-_ Notes for its own account or for the account of a qualified institutional buyer, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

[Name of Transferor]

By

Name:

Title:

cc: [Seller]

D-4-1

EXHIBIT D-5

FORM OF CLEARING SYSTEM CERTIFICATE

[Date]

            , as Note Registrar

Re: CARAT 20__-SN_ NOTES, CLASS A-_ (the “Class A-_ Notes”)

Ladies and Gentlemen:

Reference is hereby made to the CARAT Indenture, dated as of             , 20     (the “CARAT Indenture”), among Capital Auto Receivables Asset Trust 20__-SN_, as issuer (the “Issuer”) and              as indenture trustee (the “CARAT Indenture Trustee”). Capitalized terms used herein but not defined herein shall have the meanings assigned thereto in the CARAT Indenture.

This is to certify that, based solely on certificates we have received in writing, by tested telex or by electronic transmissions from member organizations appearing in our records as persons being entitled to a portion of the Class A-_ Notes equal to, as of the date hereof, U.S. $             (our “Member Organizations”), certifies with respect to such portion, substantially to the effect set forth in Annex A hereto.

We further certify (i) that we are not making available herewith for exchange any portion of the Temporary Regulation S Global Class A-_ Note excepted in such certificates and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such member organizations with respect to any portion of the part submitted herewith for exchange are no longer true and cannot be relied upon as at the date hereof. We understand that this certification is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with this certificate is or would be relevant, we irrevocably authorized you to produce this certificate to any interested party in such proceedings.

Yours faithfully,

[CLEARSTREAM, LUXEMBOURG]

or

[EUROCLEAR BANK SA/NV,

Brussels office, as operator of the

Euroclear System]

By:

D-5-1

ANNEX A TO EXHIBIT D-5

FORM OF MEMBER ORGANIZATION CERTIFICATE

[Address to Euroclear or Clearstream, Luxembourg, as appropriate]

Re: CARAT 20__-SN_ NOTES, CLASS A-_ (the “Class A-_ Notes”)

Ladies and Gentlemen:

Reference is hereby made to the CARAT Indenture, dated as of             , 20     (the “CARAT Indenture”), among Capital Auto Receivables Asset Trust 20__-SN_, as issuer (the “Issuer”) and              as indenture trustee (the “CARAT Indenture Trustee”). Capitalized terms used herein but not defined herein shall have the meanings assigned thereto in the CARAT Indenture.

This is to certify that, as of the date hereof and except as set forth below, the Class A-_ Notes (the “Class A-_ Notes”) held by you for our account are beneficially owned by non-U.S. persons who purchased the Class A-_ Notes in transactions that did not require registration under the United States Securities Act of 1933, as amended (the “Securities Act”). As used in this paragraph, the term “U.S. person” has the meaning given to it by Regulation S under the Securities Act.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Class A-_ Notes held by you for our account in accordance with your documented procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certificate applies as of such date.

Dated:                     , 20    ⁷

Yours faithfully,

[Name of Person giving the certificate]

⁷ To be dated no earlier than 15 days prior to the event to which the certification relates.

D-5-2

EXHIBIT E

RULE 144A CERTIFICATE

Capital Auto Receivables, Inc.

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

            , as CARAT Indenture Trustee

Ladies and Gentlemen:

In connection with the purchase of the [Class A-_] Floating Rate Asset Backed Note, (the “[Class A-_] Notes”) of the Capital Auto Receivables Asset Trust 20__-SN_, the undersigned buyer (“Buyer”) hereby acknowledges, represents and agrees that:

(a) Buyer is a “qualified institutional buyer” as defined under Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), acting for its own account or for the accounts of other “qualified institutional buyers” as defined under Rule 144A under the Securities Act. Buyer is familiar with Rule 144A under the Securities Act and Buyer is aware that the seller of the applicable [Class A-_] Notes, as applicable, to the Buyer and other parties intend to rely on the statements made herein and the exemption from the registration requirements of the Securities Act provided by Rule 144A.

(b) Buyer is purchasing the applicable [Class A-_] Notes for its own account (or the accounts of other “qualified institutional buyers”), not with a view to, or for offer or sale in connection with, any distribution thereof, subject to the disposition of Buyer’s property (or property held in the accounts of other “qualified institutional buyers”) being at all times within Buyer’s control and subject to Buyer’s ability to resell such [Class A-_] Notes pursuant to Rule 144A under the Securities Act. Buyer agrees to offer, sell or otherwise transfer such [Class A-_] Notes only in conformity with the restrictions on transfer set forth in the CARAT Indenture dated as of             , 20     pursuant to which the [Class A-_] Notes were issued and the legend set forth on the definitive physical certificate evidencing the [Class A-_] Notes.

Buyer acknowledges that you and others will rely upon its confirmations, acknowledgments and agreements set forth herein, and Buyer agrees to notify you promptly in writing if any of the information herein ceases to be accurate and complete.

Print Name of Buyer

By:

Name:

Title:

Date:

E-1

EXHIBIT F

FORM OF CERTIFICATION

Re: the                                                          dated as of                                         

(the “Agreement”), among                                                                              .

I,                                                              , the                                                                  of                                                          (the “Company”), certify to Central Originating Lease Trust (“COLT”) Capital Auto Receivables LLC (“CARI”), and its officers, with the knowledge and intent that they will rely upon this certification, that:

(1) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Item 1122 of Regulation AB (the “Servicing Assessment”), and the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”) that were delivered by the Company to COLT, CARI, the COLT Owner Trustee or the CARAT Owner Trustee pursuant to the Agreement (collectively, the “Company Information”);

(2) To the best of my knowledge, the Company Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Information; and

(3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided to COLT, CARI, the COLT Owner Trustee or the CARAT Owner Trustee.

Dated:

By:

Name:

Title:

F-1

EX-4.3

EXHIBIT 4.3

CENTRAL ORIGINATING LEASE TRUST

SECURED NOTES

COLT 20    -SN   INDENTURE

DATED AS OF             , 20    

CENTRAL ORIGINATING LEASE TRUST

AND

                    ,

AS COLT INDENTURE TRUSTEE

TABLE OF CONTENTS

		Page
ARTICLE I         DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1	Definitions; Rules of Construction	3
SECTION 1.2	Incorporation by Reference of Trust Indenture Act	3
ARTICLE II         THE SECURED NOTES
SECTION 2.1	Form	4
SECTION 2.2	Execution, Authentication and Delivery	4
SECTION 2.3	Registration; Registration of Transfer and Exchange of COLT 20    -SN   Secured Notes	5
SECTION 2.4	Mutilated, Destroyed, Lost or Stolen COLT 20    -SN   Secured Notes	7
SECTION 2.5	Payment of Principal and Interest	8
SECTION 2.6	Persons Deemed Secured Noteholders	9
SECTION 2.7	Cancellation of COLT 20    -SN   Secured Notes	9
SECTION 2.8	Release of COLT 20    -SN   Trust Estate	10
SECTION 2.9	Seller, CARI, the Trust and the CARAT Indenture Trustee as COLT 20    -SN   Secured Noteholders	10
SECTION 2.10	Tax Treatment	10
ARTICLE III         COVENANTS
SECTION 3.1	Payment of Principal and Interest and Other Amounts	10
SECTION 3.2	Maintenance of Agency Office	10
SECTION 3.3	Money for Payments to Be Held in Trust	11
SECTION 3.4	Existence	12
SECTION 3.5	Protection of COLT 20    -SN   Trust Estate; Acknowledgment of Pledge	13
SECTION 3.6	Opinions as to COLT 20    -SN   Collateral	13
SECTION 3.7	Performance of Obligations; Servicing of Series 20    -SN   Lease Assets	14
SECTION 3.8	Negative Covenants	15
SECTION 3.9	Annual Statement as to Compliance	16
SECTION 3.10	Consolidation, Merger, Etc., of Trust; Disposition of Trust Assets	16
SECTION 3.11	Successor or Transferee	18

-i-

TABLE OF CONTENTS

(continued)

		Page
SECTION 3.12	No Other Business	18
SECTION 3.13	No Borrowing	19
SECTION 3.14	Guarantees, Loans, Advances and Other Liabilities	19
SECTION 3.15	Servicer’s Obligations	19
SECTION 3.16	Capital Expenditures	19
SECTION 3.17	Restricted Payments	19
SECTION 3.18	Notice of Events of Default	20
SECTION 3.19	Further Instruments and Acts	20
SECTION 3.20	COLT Indenture Trustee’s Release of Lien on Administrative Lease Assets and Warranty Lease Assets and Sale or Other Distribution of the Related Vehicles	20
SECTION 3.21	Representations and Warranties by COLT to the COLT Indenture Trustee	21
SECTION 3.22	Maintenance of Separate Records for Each Series	21
ARTICLE IV         SATISFACTION AND DISCHARGE
SECTION 4.1	Satisfaction and Discharge of COLT Indenture	21
SECTION 4.2	Application of Trust Money	23
SECTION 4.3	Repayment of Monies Held by Paying Agent	23
SECTION 4.4	Duration of Position of COLT Indenture Trustee	23
ARTICLE V         DEFAULT AND REMEDIES
SECTION 5.1	Events of Default	23
SECTION 5.2	Acceleration of Maturity; Rescission and Annulment	24
SECTION 5.3	Collection of Indebtedness and Suits for Enforcement by COLT Indenture Trustee	25
SECTION 5.4	Remedies; Priorities	27
SECTION 5.5	Optional Preservation of the Series 20    -SN   Lease Assets	29
SECTION 5.6	Limitation of Suits	29
SECTION 5.7	Unconditional Rights of the COLT 20    -SN   Secured Noteholders to Receive Principal and Interest	30
SECTION 5.8	Restoration of Rights and Remedies	31
SECTION 5.9	Rights and Remedies Cumulative	31
SECTION 5.10	Delay or Omission, Not a Waiver	31

-ii-

TABLE OF CONTENTS

(continued)

		Page
SECTION 5.11	Control by the COLT 20    -SN   Secured Noteholders	31
SECTION 5.12	Waiver of Past Defaults	32
SECTION 5.13	Undertaking for Costs	32
SECTION 5.14	Waiver of Stay or Extension Laws	33
SECTION 5.15	Action on COLT 20    -SN   Secured Notes	33
SECTION 5.16	Performance and Enforcement of Certain Obligations	33
ARTICLE VI         THE COLT INDENTURE TRUSTEE
SECTION 6.1	Duties of COLT Indenture Trustee	34
SECTION 6.2	Rights of COLT Indenture Trustee	35
SECTION 6.3	COLT Indenture Trustee May Own COLT 20    -SN   Secured Notes	36
SECTION 6.4	COLT Indenture Trustee’s Disclaimer	36
SECTION 6.5	Notice of Default	36
SECTION 6.6	Reports by COLT Indenture Trustee	37
SECTION 6.7	Compensation; Indemnity	37
SECTION 6.8	Replacement of COLT Indenture Trustee	38
SECTION 6.9	Merger or Consolidation of COLT Indenture Trustee	39
SECTION 6.10	Appointment of Co-COLT Indenture Trustee or Separate COLT Indenture Trustee	39
SECTION 6.11	Eligibility; Disqualification	41
SECTION 6.12	Preferential Collection of Claims Against COLT	41
SECTION 6.13	Representations and Warranties of COLT Indenture Trustee	41
SECTION 6.14	COLT Indenture Trustee May Enforce Claims Without Possession of COLT 20    -SN   Secured Notes	42
SECTION 6.15	Suit for Enforcement	42
SECTION 6.16	Rights of COLT 20    -SN   Secured Noteholders to Direct COLT Indenture Trustee	42
ARTICLE VII         COLT 20    -SN   SECURED NOTEHOLDERS’ LISTS AND REPORTS
SECTION 7.1	COLT to Furnish COLT Indenture Trustee Names and Addresses of COLT 20    -SN   Secured Noteholders	43

-iii-

TABLE OF CONTENTS

(continued)

		Page
SECTION 7.2	Preservation of Information, Communications to COLT 20    -SN   Secured Noteholders	43
SECTION 7.3	Reports by COLT	43
SECTION 7.4	Reports by Trustee	44
ARTICLE VIII         ACCOUNTS, DISBURSEMENTS AND RELEASES
SECTION 8.1	Collection of Money	44
SECTION 8.2	Designated Accounts; Allocations; Payments	44
SECTION 8.3	General Provisions Regarding Designated Accounts	45
SECTION 8.4	Release of the COLT 20    -SN   Trust Estate	46
SECTION 8.5	Opinion of Counsel	46
ARTICLE IX         SUPPLEMENTAL INDENTURES
SECTION 9.1	Supplemental Indentures Without Consent of COLT 20    -SN   Secured Noteholders	46
SECTION 9.2	Supplemental Indentures with Consent of COLT 20    -SN   Secured Noteholders	48
SECTION 9.3	Execution of Supplemental Indentures	49
SECTION 9.4	Effect of Supplemental Indenture	49
SECTION 9.5	Conformity with Trust Indenture Act	50
SECTION 9.6	Reference in COLT 20    -SN   Secured Notes to Supplemental Indentures	50
ARTICLE X         REDEMPTION OF COLT 20    -SN   SECURED NOTES
SECTION 10.1	Redemption	50
SECTION 10.2	COLT 20    -SN   Secured Notes Payable on Redemption Date	50
ARTICLE XI         MISCELLANEOUS
SECTION 11.1	Compliance Certificates and Opinions, Etc	51
SECTION 11.2	Form of Documents Delivered to COLT Indenture Trustee	52
SECTION 11.3	Acts of COLT 20    -SN   Secured Noteholders	53
SECTION 11.4	Notices, Etc., to COLT Indenture Trustee, COLT and Rating Agencies	54
SECTION 11.5	Notices to COLT 20    -SN   Secured Noteholders; Waiver	54
SECTION 11.6	Alternate Payment and Notice Provisions	55
SECTION 11.7	Conflict with Trust Indenture Act	55

-iv-

TABLE OF CONTENTS

(continued)

		Page
SECTION 11.8	Effect of Headings and Table of Contents	55
SECTION 11.9	Successors and Assigns	55
SECTION 11.10	Severability	56
SECTION 11.11	Benefits of COLT Indenture	56
SECTION 11.12	Legal Holidays	56
SECTION 11.13	GOVERNING LAW	56
SECTION 11.14	Counterparts	56
SECTION 11.15	Recording of COLT Indenture	56
SECTION 11.16	No Recourse	57
SECTION 11.17	No Petition	57
SECTION 11.18	Inspection	58
SECTION 11.19	Indemnification by and Reimbursement of the Servicer	58
SECTION 11.20	Series Liabilities	58
SECTION 11.21	Subordination	58
EXHIBIT A         FORM OF COLT 20    -SN   SECURED NOTE
EXHIBIT B         FORM OF CERTIFICATION

-v-

COLT 20    -SN   INDENTURE, dated as of             , 20    (this “COLT Indenture”), between CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust (“COLT”), and                     , a national banking association, as indenture trustee (as COLT Indenture Trustee and not in its individual capacity, the “COLT Indenture Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the COLT 20    -SN   Secured Notes:

GRANTING CLAUSE

COLT hereby Grants to the COLT Indenture Trustee, for the equal and ratable benefit of each Holder of a COLT 20    -SN   Secured Note, a security interest in, and its transfer, assignment and conveyance of, without recourse, the following:

(i) all right, title and interest of COLT in, to and under the Series 20    -SN   Lease Assets listed on the Series 20    -SN   Lease Assets Schedule attached as Schedule A to the COLT Sale and Contribution Agreement and all beneficial interest in the Vehicles related to the Series 20    -SN   Lease Assets under the VAULT Trust Agreement, and all monies due thereunder on and after the Cutoff Date and with respect to the Vehicles, to the extent permitted by law, all accessions thereto;

(ii) the interest of COLT in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Vehicles or Lessees related to the Series 20    -SN   Lease Assets;

(iii) the interest of COLT in any proceeds from recourse against Dealers on the Series 20    -SN   Lease Assets;

(iv) all right, title and interest of COLT in, to and under the COLT 20    -SN   Lease Assets Assignment;

(v) all right, title and interest of COLT in, to and under the VAULT Trust Agreement (solely with respect to the Vehicles related to Series 20    -SN   Lease Assets);

(vi) all right, title and interest of COLT in, to and under the COLT Servicing Agreement and any other COLT 20    -SN   Basic Document;

(vii) all right, title and interest of COLT in, to and under the funds on deposit from time to time in the Designated Accounts, including all Designated Account Property; and

(viii) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, and together with the Direct COLT Pledge, the “COLT 20    -SN   Collateral”).

1

In addition, to the extent that, notwithstanding the terms of the VAULT Trust Agreement and the Statutory Trust Act, COLT is deemed to hold a direct ownership interest in the legal title to any Vehicle related to the Series 20    -SN   Lease Assets (and not merely a beneficial interest in VAULT representing an interest in the legal title to such Vehicle), COLT hereby grants, equally and ratably, to each COLT 20    -SN   Secured Noteholder a security interest in all of COLT’s rights in such Vehicle, to secure its obligations under the COLT Indenture (the assets pledged under such security interest, the “Direct COLT Pledge”). The Direct COLT Pledge shall constitute part of the COLT 20    -SN   Collateral for all purposes hereunder, and each COLT 20    -SN   Secured Noteholder, by its acceptance thereof, hereby appoints the COLT Indenture Trustee as its agent to act with respect to the Direct COLT Pledge as it is required to act with respect to the remainder of the COLT 20    -SN   Collateral in accordance with this COLT Indenture.

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the COLT 20    -SN   Secured Notes, equally and ratably without prejudice, priority or distinction among the Holders of the COLT 20    -SN   Secured Notes and to secure compliance with the provisions of this COLT Indenture, all as provided in this COLT Indenture. This COLT Indenture constitutes a security agreement under the UCC.

The foregoing Grant includes all rights, powers and options (but none of the obligations, if any) of COLT under any agreement or instrument included in the COLT 20    -SN   Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Series 20    -SN   Lease Assets included in the COLT 20    -SN   Collateral and all other monies payable under the COLT 20    -SN   Collateral, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of COLT or otherwise and generally to do and receive anything that COLT is or may be entitled to do or receive under or with respect to the COLT 20    -SN   Collateral.

Furthermore, on the Series 20    -SN   Closing Date, VAULT shall grant a security interest in the Pledged Collateral to each COLT 20    -SN   Secured Noteholder, to the extent set forth in the VAULT Security Agreement. The Pledged Collateral shall constitute part of the COLT 20    -SN   Trust Estate for all purposes hereunder, and each COLT 20    -SN   Secured Noteholder, by its acceptance thereof, hereby appoints the COLT Indenture Trustee as its agent to act with respect to the Pledged Collateral as it is required to act with respect to the remainder of the COLT 20    -SN   Trust Estate in accordance with this COLT Indenture.

The Holders of the COLT 20    -SN   Secured Notes shall enjoy solely the security of the COLT 20    -SN   Trust Estate and shall have no recourse to the assets included in the Series Portfolio securing any other Series of Secured Notes or any other assets of COLT.

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The COLT Indenture Trustee, as indenture trustee on behalf of each Holder of the COLT 20    -SN   Secured Notes, acknowledges such Grant and accepts the trusts under this COLT Indenture in accordance with the provisions of this COLT Indenture.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 Definitions; Rules of Construction. Capitalized terms used in this COLT Indenture but not defined herein are defined in and shall have the meanings assigned to them in the COLT Series Definitions set forth in Part I of Exhibit A to the COLT Servicing Agreement, dated as of the date hereof (as amended, modified or supplemented from time to time, the “COLT Servicing Agreement”), between COLT, Ally Financial Inc. (“Ally Financial”), as Servicer, and the COLT Indenture Trustee or if not defined therein, shall have the meanings assigned to them in the COLT Program Definitions set forth in Part I of Exhibit I to the Declaration of Trust, dated as of December 13, 2006 (as amended, modified or supplemented from time to time, the “Declaration”), by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, and acknowledged, accepted and agreed by Central Originating Lease, LLC (“COLT, LLC”), as Residual Certificateholder. All references herein to Articles, Sections, subsections and exhibits are to Articles, Sections, subsections and exhibits of this COLT Indenture unless otherwise specified. All terms defined in this COLT Indenture shall have the defined meanings when used in any certificate, notice, COLT 20    -SN   Secured Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of Exhibit A to the COLT Servicing Agreement shall be applicable to this COLT Indenture.

SECTION 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this COLT Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this COLT Indenture. The following TIA terms used in this COLT Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission;

“indenture securities” means the COLT 20    -SN   Secured Notes;

“indenture security holder” means a COLT 20    -SN   Secured Noteholder;

“indenture to be qualified” means this COLT Indenture;

“indenture trustee” means the COLT Indenture Trustee;

“obligor” on the indenture securities means COLT and any other obligor on the indenture securities.

All other TIA terms used in this COLT Indenture that are defined by the TIA, defined by reference to another statute or defined by a Commission rule have the respective meanings assigned to them by such definitions.

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ARTICLE II

THE SECURED NOTES

SECTION 2.1 Form.

(a) Each COLT 20    -SN   Secured Note, together, in each case, with the COLT Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit A, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this COLT Indenture, and each such COLT 20    -SN   Secured Note may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the officers executing such COLT 20    -SN   Secured Notes, as evidenced by their execution of the COLT 20    -SN   Secured Notes, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which such COLT 20    -SN   Secured Notes may be listed or to conform to usage. Any portion of the text of any COLT 20    -SN   Secured Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the COLT 20    -SN   Secured Note. The COLT 20    -SN   Secured Notes shall be secured by the COLT 20    -SN   Trust Estate as set forth in this COLT Indenture.

(b) The COLT 20    -SN   Secured Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such COLT 20    -SN   Secured Notes, as evidenced by their execution of such COLT 20    -SN   Secured Notes.

(c) Each COLT 20    -SN   Secured Note shall be issued in the initial Secured Note Principal Balance set forth on the face thereof, which shall each be equal to 50% of the product of (x) the Secured Note Percentage and (y) the sum of the Initial ABS Values of the Series 20    -SN   Lease Assets (with respect to each COLT 20    -SN   Secured Note, the “Initial Secured Note Principal Balance”).

(d) The terms of the COLT 20    -SN   Secured Notes as provided for in Exhibit A are part of the terms of this COLT Indenture.

SECTION 2.2 Execution, Authentication and Delivery.

(a) Each COLT 20    -SN   Secured Note shall be dated the date of its authentication and shall be issuable as a registered COLT 20    -SN   Secured Note.

(b) The COLT 20    -SN   Secured Notes shall be executed on behalf of COLT by any of its Authorized Officers. The signature of any such Authorized Officer on the COLT 20    -SN   Secured Notes may be manual or facsimile.

(c) COLT 20    -SN   Secured Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of COLT shall bind COLT, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such COLT 20    -SN   Secured Notes or did not hold such office at the date of such COLT 20    -SN   Secured Notes.

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(d) The COLT Indenture Trustee, in exchange for the Grant of the COLT 20    -SN   Collateral, simultaneously with the Grant to the COLT Indenture Trustee of the COLT 20    -SN   Collateral, and the constructive delivery to the COLT Indenture Trustee of the Series 20    -SN   Lease Assets and the other components and assets of the COLT 20    -SN   Collateral, shall cause to be authenticated and delivered to or upon the order of COLT, one or more COLT 20    -SN   Secured Notes.

(e) No COLT 20    -SN   Secured Notes shall be entitled to any benefit under this COLT Indenture or be valid or obligatory for any purpose, unless there appears on such COLT 20    -SN   Secured Note a certificate of authentication substantially in the form set forth in Exhibit A executed by the COLT Indenture Trustee by the manual signature of one of its Authorized Officers, and such certificate upon any COLT 20    -SN   Secured Note shall be conclusive evidence, and the only evidence, that such COLT 20    -SN   Secured Note has been duly authenticated and delivered hereunder.

SECTION 2.3 Registration; Registration of Transfer and Exchange of COLT 20    -SN   Secured Notes.

(a) COLT shall cause to be kept the Secured Note Register, comprising separate registers for each of the COLT 20    -SN   Secured Notes, in which, subject to such reasonable regulations as COLT may prescribe, COLT shall provide for the registration of the COLT 20    -SN   Secured Notes and the registration of transfers and exchanges of the COLT 20    -SN   Secured Notes. The COLT Indenture Trustee shall initially be the Secured Note Registrar for the purpose of registering the COLT 20    -SN   Secured Notes and transfers or exchanges of the COLT 20    -SN   Secured Notes as herein provided. Upon any resignation of any Secured Note Registrar, COLT shall promptly appoint a successor Secured Note Registrar or, if it elects not to make such an appointment, assume the duties of the Secured Note Registrar.

(b) If a Person other than the COLT Indenture Trustee is appointed by COLT as Secured Note Registrar, COLT will give the COLT Indenture Trustee prompt written notice of the appointment of such Secured Note Registrar and of the location, and any change in the location, of the Secured Note Register. The COLT Indenture Trustee shall have the right to inspect the Secured Note Register at all reasonable times and to obtain copies thereof. The COLT Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Secured Note Registrar by a Responsible Officer thereof as to the names and addresses of the COLT 20    -SN   Secured Noteholders and the Secured Note Principal Balances and number of such COLT 20    -SN   Secured Notes.

(c) Upon surrender for registration of transfer of any COLT 20    -SN   Secured Note at the Corporate Trust Office of the COLT Indenture Trustee or Agency Office of COLT (and following the delivery, in the former case, of such COLT 20    -SN   Secured Notes to COLT by the COLT Indenture Trustee), COLT shall execute, the COLT Indenture Trustee shall authenticate and the COLT 20    -SN   Secured Noteholder shall obtain from the COLT Indenture Trustee, in the name of the designated transferee or transferees, one or more new COLT 20    -SN   Secured Notes in any authorized denominations, of a like Secured Note Principal Balance.

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(d) At the option of the COLT 20    -SN   Secured Noteholder, COLT 20    -SN   Secured Notes may be exchanged for other COLT 20    -SN   Secured Notes in any authorized denominations, of a like Secured Note Principal Balance and a like numerical designation, upon surrender of such COLT 20    -SN   Secured Notes to be exchanged at the Corporate Trust Office of the COLT Indenture Trustee or the Agency Office of COLT (and following the delivery of such COLT 20    -SN   Secured Notes to COLT by the COLT Indenture Trustee), COLT shall execute, and the COLT Indenture Trustee shall authenticate and the COLT 20    -SN   Secured Noteholder shall obtain from the COLT Indenture Trustee, such COLT 20    -SN   Secured Notes which the COLT 20    -SN   Secured Noteholder making the exchange is entitled to receive.

(e) All COLT 20    -SN   Secured Notes issued upon any registration of transfer or exchange of other COLT 20    -SN   Secured Notes shall be the valid obligations of COLT, evidencing the same debt, and entitled to the same benefits under this COLT Indenture, as the COLT 20    -SN   Secured Notes surrendered upon such registration of transfer or exchange.

(f) Every COLT 20    -SN   Secured Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the COLT Indenture Trustee and the Secured Note Registrar, duly executed by the Holder thereof or such Holder’s attorney-in-fact duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office of the COLT Indenture Trustee is located, or by a member firm of a national securities exchange, and such other documents as the COLT Indenture Trustee may require.

(g) No service charge shall be made to a Holder for any registration of transfer or exchange of COLT 20    -SN   Secured Notes, but COLT or the COLT Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of COLT 20    -SN   Secured Notes, other than exchanges pursuant to Section 9.6 not involving any transfer.

(h) By acquiring a COLT 20    -SN   Secured Note or any interest therein, each purchaser and transferee shall be deemed to represent and warrant that either (a) it is not acquiring the COLT 20    -SN   Secured Note with the plan assets of a Benefit Plan or (b) the acquisition, holding and disposition of the COLT 20    -SN   Secured Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any substantially similar applicable law.

(i) The preceding provisions of this Section 2.3 notwithstanding, COLT shall not be required to transfer or make exchanges, and the Secured Note Registrar need not register transfers or exchanges, of (i) COLT 20    -SN   Secured Notes that have been selected for redemption pursuant to Article X, if applicable; or (ii) COLT 20    -SN   Secured Notes that are due for final payment within 15 days of submission to the Corporate Trust Office or the Agency Office.

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SECTION 2.4 Mutilated, Destroyed, Lost or Stolen COLT 20    -SN   Secured Notes.

(a) If (i) any mutilated COLT 20    -SN   Secured Note is surrendered to the COLT Indenture Trustee, or the COLT Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any COLT 20    -SN   Secured Note, and (ii) there is delivered to COLT and the COLT Indenture Trustee such security or indemnity as may be required by each such Person to hold each such Person harmless, then, in the absence of notice to COLT, the Secured Note Registrar or the COLT Indenture Trustee that such COLT 20    -SN   Secured Note has been acquired by a Protected Purchaser, COLT shall execute and upon COLT’s request the COLT Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen COLT 20    -SN   Secured Note, a replacement COLT 20    -SN   Secured Note of a like Secured Note Principal Balance; provided, however, that if any such destroyed, lost or stolen COLT 20    -SN   Secured Note, but not a mutilated COLT 20    -SN   Secured Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement COLT 20    -SN   Secured Note, COLT may make payment to the Holder of such destroyed, lost or stolen COLT 20    -SN   Secured Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof.

(b) If, after the delivery of a replacement COLT 20    -SN   Secured Note or payment in respect of a destroyed, lost or stolen COLT 20    -SN   Secured Note pursuant to Section 2.4(a), a Protected Purchaser of the original COLT 20    -SN   Secured Note in lieu of which such replacement COLT 20    -SN   Secured Note was issued presents for payment such original COLT 20    -SN   Secured Note, COLT and the COLT Indenture Trustee shall be entitled to recover such replacement COLT 20    -SN   Secured Note (or such payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement COLT 20    -SN   Secured Note from the Person to whom such replacement COLT 20    -SN   Secured Note was delivered; or (iii) any assignee of such Person, except a Protected Purchaser, and COLT and the COLT Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by COLT or the COLT Indenture Trustee in connection therewith.

(c) In connection with the issuance of any replacement COLT 20    -SN   Secured Note under this Section 2.4, COLT may require the payment by the Holder of such COLT 20    -SN   Secured Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all fees and expenses of the COLT Indenture Trustee) connected therewith.

(d) Any duplicate COLT 20    -SN   Secured Note issued pursuant to this Section 2.4 in replacement for any mutilated, destroyed, lost or stolen COLT 20    -SN   Secured Note shall constitute an original additional contractual obligation of COLT, whether or not the mutilated, destroyed, lost or stolen COLT 20    -SN   Secured Note shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits of this COLT Indenture equally and proportionately with any and all other COLT 20    -SN   Secured Notes duly issued hereunder.

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(e) The provisions of this Section 2.4 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen COLT 20    -SN   Secured Notes.

SECTION 2.5 Payment of Principal and Interest.

(a) Each COLT 20    -SN   Secured Note shall accrue interest from and including the Series 20    -SN   Closing Date on the Secured Note Principal Balance of such COLT 20    -SN   Secured Note, until but excluding the date on which the Secured Note Principal Balance of such COLT 20    -SN   Secured Note is reduced to zero. Interest shall accrue on each COLT 20    -SN   Secured Note at the COLT 20    -SN   Secured Note Rate. On each Payment Date, each COLT 20    -SN   Secured Note shall be paid interest in an amount equal to the Secured Note Interest Distributable Amount payable to such COLT 20    -SN   Secured Note in accordance with Section 3.03(c)(ii) of the COLT Servicing Agreement on such Payment Date. Any installment of interest payable on the COLT 20    -SN   Notes shall be punctually paid or duly provided for with funds set aside in the COLT Collection Account on the applicable Payment Date and shall be paid to the Person in whose name such COLT 20    -SN   Secured Note is registered in the Secured Note Register on the applicable Record Date, by wire transfer in immediately available funds to the account or accounts designated in writing by such Holder to the COLT Indenture Trustee on or prior to the related Record Date.

(b) To the extent of funds available therefor, the outstanding principal amount of each COLT 20    -SN   Secured Note shall be paid in installments on each Payment Date, in the amounts and in accordance with the priorities set forth in Section 3.03(c)(iii) of the COLT Servicing Agreement. The outstanding principal amount of the COLT 20    -SN   Secured Notes shall be due and payable in full on the Final Scheduled Payment Date. All principal payments on the COLT 20    -SN   Secured Notes shall be made pro rata to the COLT 20    -SN   Secured Noteholders, as provided in Section 3.03(c)(iii) of the COLT Servicing Agreement. Any installment of principal payable on any COLT 20    -SN   Secured Note shall be punctually paid or duly provided for with funds set aside in the COLT Collection Account established with respect to the Series 20    -SN   Lease Assets on the applicable Payment Date and shall be paid to the Person in whose name such COLT 20    -SN   Secured Note is registered in the Secured Note Register on the applicable Record Date by wire transfer in immediately available funds to the account or accounts designated by such Holder on or prior to the related Record Date, except for the Redemption Price for the COLT 20    -SN   Secured Notes redeemed pursuant to Section 10.1, which shall be payable as provided herein. The funds represented by any such wire transfers in respect of interest or principal returned undelivered shall be held in accordance with Section 3.3.

(c) From and after the occurrence of an Event of Default and a declaration in accordance with Section 5.2(a) that the COLT 20    -SN   Secured Notes have become immediately due and payable, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), all interest and principal payments shall be allocated pro rata among the Holders of all of the COLT 20    -SN   Secured Notes on the basis of the Secured Note Principal Balances of COLT 20    -SN   Secured Notes held by such Holders.

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(d) With respect to any Payment Date on which the final installment of principal and interest on a COLT 20    -SN   Secured Note is to be paid, the COLT Indenture Trustee on behalf of COLT shall notify each COLT 20    -SN   Secured Noteholders of record as of the Record Date for such Payment Date of the fact that the final installment of principal and interest on such COLT 20    -SN   Secured Note is to be paid on such Payment Date. With respect to any COLT 20    -SN   Secured Notes, such notice shall be sent not later than three Business Days after such Record Date in accordance with Section 11.5(a), and shall specify that such final installment shall be payable only upon presentation and surrender of such COLT 20    -SN   Secured Note and shall specify the place where such COLT 20    -SN   Secured Note may be presented and surrendered for payment of such installment and the manner in which such payment shall be made.

(e) All payments of principal and interest on the COLT 20    -SN   Secured Notes and the CARAT Collection Account Shortfall Amounts shall be made by the COLT Indenture Trustee from the COLT Collection Account solely pursuant to the calculations and written direction of the Servicer in accordance with Section 3.03(a) of the COLT Servicing Agreement.

SECTION 2.6 Persons Deemed Secured Noteholders. Prior to due presentment for registration of transfer of any COLT 20    -SN   Secured Note, COLT, the COLT Indenture Trustee and any agent of COLT or the COLT Indenture Trustee shall treat the Person in whose name any COLT 20    -SN   Secured Note is registered in the Secured Note Register (as of the day of determination) as the COLT 20    -SN   Secured Noteholder for the purpose of receiving payments of principal of and interest on such COLT 20    -SN   Secured Note and for all other purposes whatsoever, whether or not such COLT 20    -SN   Secured Note be overdue, and neither COLT, the COLT Indenture Trustee nor any agent of COLT or the COLT Indenture Trustee shall be affected by notice to the contrary.

SECTION 2.7 Cancellation of COLT 20    -SN   Secured Notes. All COLT 20    -SN   Secured Notes surrendered for payment, redemption, exchange or registration of transfer shall, if surrendered to any Person other than the COLT Indenture Trustee, be delivered to the COLT Indenture Trustee and shall be promptly canceled by the COLT Indenture Trustee. COLT may at any time deliver to the COLT Indenture Trustee for cancellation any COLT 20    -SN   Secured Notes previously authenticated and delivered hereunder which the Trust may have acquired in any manner whatsoever, and all COLT 20    -SN   Secured Notes so delivered shall be promptly canceled by the COLT Indenture Trustee. No COLT 20    -SN   Secured Notes shall be authenticated in lieu of or in exchange for any COLT 20    -SN   Secured Notes canceled as provided in this Section 2.7, except as expressly permitted by this COLT Indenture. All canceled COLT 20    -SN   Secured Notes may be held or disposed of by the COLT Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless COLT shall direct by a COLT Order that they be destroyed or returned to it; provided, however, that such COLT Order is timely and the COLT 20    -SN   Secured Notes have not been previously disposed of by the COLT Indenture Trustee. The COLT Indenture Trustee shall certify to COLT upon request that surrendered COLT 20    -SN   Secured Notes have been duly canceled and retained or destroyed, as the case may be.

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SECTION 2.8 Release of COLT 20    -SN   Trust Estate. The COLT Indenture Trustee shall release property from the lien of this COLT Indenture and the VAULT Security Agreement, other than as permitted by Sections 3.20, 8.4 and 11.1, only upon receipt of a COLT Request accompanied by an Officers’ Certificate, an Opinion of counsel (to the extent required by the TIA) and Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1).

SECTION 2.9 Seller, CARI, the Trust and the CARAT Indenture Trustee as COLT 20    -SN   Secured Noteholders. Each of the Seller, CARI, the Trust and the CARAT Indenture Trustee, in their individual or any other capacity, may become the owner or pledgee of COLT 20    -SN   Secured Notes and may otherwise deal with COLT or its affiliates with the same rights it would have if it were not the Seller or the CARAT Indenture Trustee, as applicable, or with respect to CARI and the Trust, an Affiliate of the Seller.

SECTION 2.10 Tax Treatment. COLT and the COLT Indenture Trustee, by entering into this COLT Indenture, and the COLT 20    -SN   Secured Noteholders, by acquiring any COLT 20    -SN   Secured Note or interest therein, (i) express their intention that the COLT 20    -SN   Secured Notes qualify under applicable tax law as indebtedness secured by the COLT 20    -SN   Trust Estate and (ii) unless otherwise required by appropriate taxing authorities, agree to treat the COLT 20    -SN   Secured Notes as indebtedness secured by the COLT 20    -SN   Trust Estate for the purpose of federal income taxes, state and local income and franchise taxes, any applicable single business tax, including the Michigan single business tax and any other taxes imposed upon, measured by or based upon gross or net income.

ARTICLE III

COVENANTS

SECTION 3.1 Payment of Principal and Interest and Other Amounts. COLT shall duly and punctually pay the principal of and interest on the COLT 20    -SN   Secured Notes and the CARAT Collection Account Shortfall Amount in accordance with the terms of the COLT 20    -SN   Basic Documents. On each Payment Date and on the Redemption Date (if applicable), COLT shall cause amounts on deposit in the COLT Collection Account to be paid to the COLT 20    -SN   Secured Noteholders in accordance with Sections 2.5 and 8.2 and with Section 3.03 of the COLT Servicing Agreement, less amounts properly withheld under the Code by any Person from a payment to any COLT 20    -SN   Secured Noteholder of interest and/or principal. Any amounts so withheld shall be considered as having been paid by COLT to such COLT 20    -SN   Secured Noteholder for all purposes of this COLT Indenture.

SECTION 3.2 Maintenance of Agency Office. As long as any of the COLT 20    -SN   Secured Notes remains outstanding, COLT shall maintain in the Borough of Manhattan, the City of New York, an office (the “Agency Office”), being an office or agency where COLT 20    -SN   Secured Notes may be surrendered to COLT for registration of transfer or exchange, and where notices and demands to or upon COLT in respect of the COLT 20    -SN   Secured Notes and this COLT Indenture may be served. COLT hereby initially appoints the COLT Indenture Trustee to serve as its agent for the foregoing purposes. COLT shall give prompt written notice to the COLT Indenture Trustee of the location, and of any change in the location, of the Agency Office. If at any time COLT shall fail to maintain any such office or agency or shall fail to furnish the COLT Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the COLT Indenture Trustee, and COLT hereby appoints the COLT Indenture Trustee as its agent to receive all such surrenders, notices and demands.

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SECTION 3.3 Money for Payments to Be Held in Trust.

(a) As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any COLT 20    -SN   Secured Notes that are to be made from amounts withdrawn from the COLT Collection Account pursuant to Section 3.03 of the COLT Servicing Agreement shall be made on behalf of COLT by the COLT Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the COLT Collection Account for payments of such COLT 20    -SN   Secured Notes shall be paid over to COLT except as provided in this Section 3.3.

(b) On or before the Redemption Date, COLT shall cause the Servicer to deposit into the COLT Collection Account, pursuant to Section 6.01 of the COLT Servicing Agreement, the Optional Purchase Price. On or before each Payment Date, COLT shall deposit or cause to be deposited in the COLT Collection Account, pursuant to Section 3.03(b) of the COLT Servicing Agreement, an aggregate sum sufficient to pay the amounts then becoming due with respect to the COLT 20    -SN   Secured Notes and the CARAT Collection Account Shortfall Amount, such sum to be held in trust for the benefit of the Persons entitled thereto.

(c) COLT shall cause each Paying Agent other than the COLT Indenture Trustee to execute and deliver to the COLT Indenture Trustee an instrument in which such Paying Agent shall agree with the COLT Indenture Trustee (and if the Servicer acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3, that such Paying Agent shall:

(i) hold all sums held by it for the payment of amounts due with respect to the COLT 20    -SN   Secured Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the COLT Indenture Trustee notice of any default by COLT (or any other obligor upon the COLT 20    -SN   Secured Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the COLT 20    -SN   Secured Notes;

(iii) at any time during the continuance of any such default, upon the written request of the COLT Indenture Trustee, forthwith pay to the COLT Indenture Trustee all sums so held in trust by such Paying Agent;

(iv) immediately resign as a Paying Agent and forthwith pay to the COLT Indenture Trustee all sums held by it in trust for the payment of the COLT 20    -SN   Secured Notes if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and

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(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on the COLT 20    -SN   Secured Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(d) COLT may at any time, for the purpose of obtaining the satisfaction and discharge of this COLT Indenture or for any other purpose, by a COLT Order direct any Paying Agent to pay to the COLT Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by COLT Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the COLT Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

(e) Subject to applicable laws with respect to escheat of funds, any distribution to any COLT 20    -SN   Secured Noteholder returned to the COLT Indenture Trustee or any Paying Agent for any reason, held by the COLT Indenture Trustee or such Paying Agent in trust for the payment of any amount due with respect to any COLT 20    -SN   Secured Note and remaining unclaimed for one year after such amount has become due and payable shall be discharged from such trust and be paid to COLT by the COLT Indenture Trustee or such Paying Agent to COLT upon receipt of a COLT Request; and such COLT 20    -SN   Secured Noteholder shall thereafter, as an unsecured general creditor, look only to COLT for payment thereof (but only to the extent of the amounts so paid to COLT), and all liability of the COLT Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the COLT Indenture Trustee or such Paying Agent, before being required to make any such payment, may at the expense of COLT cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to COLT. The COLT Indenture Trustee may also adopt and employ, at the expense of COLT, any other reasonable means of notification of such payment (including mailing notice of such repayment of any COLT 20    -SN   Secured Noteholder whose right to or interest in monies due and payable but not claimed is determinable from the records of the Secured Note Registrar, at the last address of record for each COLT 20    -SN   Secured Noteholder).

SECTION 3.4 Existence. COLT shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor trust hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case COLT shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this COLT Indenture, the COLT 20    -SN   Secured Notes, the COLT 20    -SN   Collateral and each other instrument or agreement included in the COLT 20    -SN   Trust Estate.

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SECTION 3.5 Protection of COLT 20    -SN   Trust Estate; Acknowledgment of Pledge.

(a) COLT shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and deliver all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to:

(i) maintain or preserve the Lien (and the priority thereof) of this COLT Indenture or carry out more effectively the purposes hereof, including by making the necessary filings of financing statements or amendments thereto within sixty days after the occurrence of any of the following and by promptly notifying the COLT Indenture Trustee in writing of any such filings: (A) any change in COLT’s true legal name or any of its trade names, (B) any change in the location of COLT’s jurisdiction of organization, (C) any merger or consolidation or other change in COLT’s identity or organizational structure or jurisdiction of organization in which COLT is located for purposes of the UCC and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of Section 9-506 of the UCC;

(ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this COLT Indenture and the priority thereof;

(iii) enforce the rights of the COLT Indenture Trustee and the COLT 20    -SN   Secured Noteholders in the COLT 20    -SN   Trust Estate; or

(iv) preserve and defend title to the COLT 20    -SN   Trust Estate and the rights of the COLT Indenture Trustee and the COLT 20    -SN   Secured Noteholders in such COLT 20    -SN   Trust Estate against the claims of all Persons and parties;

and COLT hereby designates the COLT Indenture Trustee its agent and attorney-in-fact to authorize and/or execute any financing statement, continuation statement or other instrument required pursuant to this Section 3.5.

(b) COLT hereby authorizes the COLT Indenture Trustee to file all financing statements, continuation statements or other instruments naming COLT as debtor that are necessary or advisable to perfect, make effective or continue the Lien of this COLT Indenture and the VAULT Security Agreement with respect to the COLT 20    -SN   Trust Estate, and authorizes the COLT Indenture Trustee to take any such action without its signature.

SECTION 3.6 Opinions as to COLT 20    -SN   Collateral.

(a) On the Series 20    -SN   Closing Date, COLT shall furnish to the COLT Indenture Trustee and each COLT 20    -SN   Secured Noteholder an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this COLT Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this COLT Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective.

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(b) On or before March 15 in each calendar year, beginning March 15, 20    , COLT shall furnish to the COLT Indenture Trustee and each COLT 20    -SN   Secured Noteholder an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this COLT Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this COLT Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this COLT Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this COLT Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this COLT Indenture until March 15 in the following calendar year.

SECTION 3.7 Performance of Obligations; Servicing of Series 20    -SN   Lease Assets.

(a) COLT shall not take any action and shall use its reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the COLT 20    -SN   Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in this COLT Indenture, any other COLT 20    -SN   Basic Document or such other instrument or agreement.

(b) COLT may contract with other Persons to assist it in performing its duties under this COLT Indenture, and any performance of such duties by a Person identified to the COLT Indenture Trustee in the COLT 20    -SN   Basic Documents or an Officer’s Certificate of COLT shall be deemed to be action taken by COLT. Initially, COLT has contracted with the Servicer to assist COLT in performing its duties under this COLT Indenture. No such delegation shall relieve COLT of its responsibilities with respect to such duties.

(c) COLT shall punctually perform and observe all of its obligations and agreements contained in this COLT Indenture, any other COLT 20    -SN   Basic Documents and in the instruments and agreements included in the COLT 20    -SN   Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the terms of this COLT Indenture and any other COLT 20    -SN   Basic Document in accordance with and within the time periods provided for herein or therein.

(d) If COLT shall have knowledge of the occurrence of a Servicer Default under the COLT Servicing Agreement, COLT shall promptly (and in any event within five Business Days) notify the COLT Indenture Trustee, the COLT 20    -SN   Secured Noteholders and the Rating Agencies (if any Rated Notes are outstanding) in writing thereof, and shall specify in such notice the response or action, if any, COLT has taken or is taking with respect to such default. If any such Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the COLT Servicing Agreement with respect to the Series 20    -SN   Lease Assets, COLT and the COLT Indenture Trustee shall take all reasonable steps available to them pursuant to such COLT Servicing Agreement (with respect to the COLT Indenture Trustee, in accordance with Section 6.2(h) of this COLT Indenture) to remedy such failure.

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(e) Without derogating from the absolute nature of the assignment granted under this COLT Indenture with respect to the COLT 20    -SN   Collateral and under the VAULT Security Agreement with respect to the Pledged Collateral or the rights of the COLT Indenture Trustee and the COLT 20    -SN   Secured Noteholders hereunder or under the VAULT Security Agreement, COLT agrees that it shall not, without the prior written consent of the COLT Indenture Trustee and the COLT 20    -SN   Secured Noteholders, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any assets included in the COLT 20    -SN   Trust Estate or any of COLT 20    -SN   Basic Documents, or waive timely performance or observance by any party under any of the COLT 20    -SN   Basic Documents.

SECTION 3.8 Negative Covenants. So long as any COLT 20    -SN   Secured Notes are Outstanding, COLT shall not:

(a) sell, transfer, exchange or otherwise dispose of any of the properties or assets included in the COLT 20    -SN   Trust Estate, except COLT may cause the Servicer to: (i) collect, liquidate, sell or otherwise dispose of COLT’s interest in the Series 20    -SN   Lease Assets (including any Warranty Lease Assets, Administrative Lease Assets, and Liquidating Lease Assets, and any related Vehicles); (ii) make cash payments out of the Designated Accounts and Payment Ahead Servicing Account; and (iii) take other actions, in each case as permitted by the COLT 20    -SN   Basic Documents;

(b) claim any credit on, or make any deduction from the principal and interest payable in respect of COLT 20    -SN   Secured Notes (other than amounts withheld from such payments under the Code or applicable state law) or assert any claim against any present or former COLT 20    -SN   Secured Noteholder by reason of the payment of the taxes levied or assessed upon any part of the COLT 20    -SN   Trust Estate;

(c) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other event specified in Section 5.1(f); or

(d) either (i) permit the validity or effectiveness of this COLT Indenture or any other COLT 20    -SN   Basic Documents to be impaired, or permit the lien of this COLT Indenture in the related COLT 20    -SN   Collateral or the lien of the VAULT Security Agreement in the Pledged Collateral to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the COLT 20    -SN   Secured Notes under this COLT Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this COLT Indenture in the COLT 20    -SN   Collateral and the Lien of the VAULT Security Agreement in the Pledged Collateral) to be created on or extend to or otherwise arise upon or burden the COLT 20    -SN   Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than as otherwise

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contemplated by the COLT 20    -SN   Basic Documents) or (iii) permit the Lien of this COLT Indenture not to constitute a valid first priority perfected security interest in the COLT 20    -SN   Collateral or the Lien of the VAULT Security Agreement not to constitute a valid first priority perfected security interest in the Pledged Collateral (other than as otherwise contemplated by the COLT 20    -SN    Basic Documents).

SECTION 3.9 Annual Statement as to Compliance. Until the COLT 20    -SN   Secured Notes have been paid in full, COLT shall deliver to the COLT Indenture Trustee and the COLT 20    -SN   Secured Noteholders, on or before March 15 of each year, beginning March 15, 20    , an Officer’s Certificate signed by an Authorized Officer of COLT, dated as of December 31 of the preceding year, stating that:

(a) a review of the activities of COLT during the preceding 12-month period (or, with respect to the first such Officer’s Certificate, such period as shall have elapsed since the Series 20    -SN   Closing Date) and of COLT’s performance under this COLT Indenture has been made under such Authorized Officer’s supervision; and

(b) to the best of such Authorized Officer’s knowledge, based on such review, COLT has fulfilled all of its obligations under this COLT Indenture throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Authorized Officer and the nature and status thereof.

SECTION 3.10 Consolidation, Merger, Etc., of Trust; Disposition of Trust Assets.

(a) COLT shall not consolidate or merge with or into any other Person, unless:

(i) the Person (if other than COLT) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any state and be a U.S. Person, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the COLT Indenture Trustee, in form satisfactory to the COLT Indenture Trustee, the due and timely payment of the principal of and interest on all COLT 20    -SN   Secured Notes and the performance or observance of every agreement and covenant of this COLT Indenture on the part of COLT to be performed or observed, all as provided herein;

(ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing;

(iii) the Approval Condition shall have been satisfied with respect to such transaction and such Person;

(iv) any action as is necessary to maintain the Lien created by this COLT Indenture in the COLT 20    -SN   Collateral shall have been taken; and

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(v) COLT shall have delivered to the COLT Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to COLT, the COLT Indenture Trustee and each COLT 20    -SN   Secured Noteholder, each stating:

(A) that such consolidation or merger and such supplemental indenture comply with this Section 3.10;

(B) that such consolidation or merger and such supplemental indenture shall have no material adverse tax consequences to COLT or any COLT 20    -SN   Secured Noteholder; and

(C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act.

(b) Except as otherwise expressly permitted by this COLT Indenture or any other COLT 20    -SN   Basic Documents, COLT shall not sell, convey, exchange, transfer or otherwise dispose of any of the properties or assets included in the COLT 20    -SN   Trust Estate to any Person, unless:

(i) the Person that acquires such properties or assets of COLT (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any state and be a U.S. Person and (B) by an indenture supplemental hereto, executed and delivered to the COLT Indenture Trustee and each COLT 20    -SN   Secured Noteholder, in form satisfactory to the COLT Indenture Trustee:

(1) expressly assumes the due and punctual payment of the principal of and interest on all COLT 20    -SN   Secured Notes and any CARAT Collection Account Shortfall Amounts and the performance or observance of every agreement and covenant of this COLT Indenture on the part of COLT to be performed or observed, all as provided herein;

(2) expressly agrees that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of COLT 20    -SN   Secured Noteholders;

(3) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless COLT against and from any loss, liability or expense arising under or related to this COLT Indenture and the COLT 20    -SN   Secured Notes; and

(4) expressly agrees that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the COLT 20    -SN   Secured Notes;

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(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) the Approval Condition shall have been satisfied with respect to such transaction and such Person for the COLT 20    -SN   Secured Notes;

(iv) any action as is necessary to maintain the lien and security interest created by this COLT Indenture in the COLT 20    -SN   Collateral shall have been taken; and

(v) COLT shall have delivered to the COLT Indenture Trustee and each COLT 20    -SN   Secured Noteholder an Officer’s Certificate and an Opinion of Counsel addressed to COLT, each stating that:

(A) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture comply with this Section 3.10;

(B) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture have no material adverse tax consequence to COLT or to any COLT 20    -SN   Secured Noteholder; and

(C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act.

SECTION 3.11 Successor or Transferee.

(a) Upon any consolidation or merger of COLT in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than COLT) shall succeed to, and be substituted for, and may exercise every right and power of, COLT under this COLT Indenture and the other COLT 20    -SN   Basic Documents with the same effect as if such Person had been named as COLT herein.

(b) Upon a conveyance or transfer of all or substantially all the assets and properties included in the COLT 20    -SN   Collateral pursuant to Section 3.10(b), COLT shall be released from every covenant and agreement of this COLT Indenture and the other COLT 20    -SN   Basic Documents to be observed or performed on the part of COLT with respect to the COLT 20    -SN   Secured Notes immediately upon the delivery of written notice to the COLT Indenture Trustee from the Person acquiring such assets and properties stating that COLT is to be so released.

SECTION 3.12 No Other Business. COLT shall not engage in any business or activity other than acquiring, holding, pledging and managing the COLT 20    -SN   Trust Estate and the proceeds therefrom in the manner contemplated by the COLT 20    -SN   Basic Documents, issuing COLT 20    -SN   Secured Notes and the COLT 20    -SN   Certificate, making payments on COLT 20    -SN   Secured Notes and the COLT 20    -SN   Certificate and such other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or are otherwise described or set forth in Section 2.3 of the Declaration.

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SECTION 3.13 No Borrowing. COLT shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for money borrowed other than indebtedness for money borrowed in respect of the COLT 20    -SN   Secured Notes, money borrowed in respect of any other Series of Secured Notes or otherwise in accordance with the COLT 20    -SN   Basic Documents including Section 2.3 of the Declaration.

SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this COLT Indenture or the other COLT 20    -SN   Basic Documents, COLT shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

SECTION 3.15 Servicer’s Obligations. COLT shall use its best efforts to cause the Servicer to comply with its obligations under Sections 2.15, 2.16 and 2.17 of the COLT Servicing Agreement.

SECTION 3.16 Capital Expenditures. COLT shall not make any expenditure (whether by long-term or operating lease or otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the Series 20    -SN   Lease Assets and other related property and rights from time to time pursuant to the COLT Sale and Contribution Agreement or, with respect to other Series, to the extent otherwise described or set forth in Section 2.3 of the Declaration of Trust.

SECTION 3.17 Restricted Payments. Except for payments of principal or interest on or redemption of the COLT 20    -SN   Secured Notes or payment of any CARAT Collection Account Shortfall Amount, so long as any COLT 20    -SN   Secured Notes are Outstanding, COLT shall not, directly or indirectly:

(a) pay any dividend or make any distribution from collections received on the COLT 20    -SN   Trust Estate (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the COLT Owner Trustee or the Series 20    -SN   Certificateholder or otherwise, in each case with respect to any ownership or equity interest or similar security in or of the Series 20    -SN   Portfolio or to the Servicer;

(b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or similar security of the Series 20    -SN   Portfolio; or

(c) set aside or otherwise segregate any amounts for any such purpose;

provided, however, that COLT may make, or cause to be made (x) distributions to the Servicer, the COLT Indenture Trustee, the COLT Owner Trustee and the Series 20    -SN   Certificateholder as permitted by, and to the extent funds are available for such purpose under, the COLT 20    -SN   Basic Documents and (y) distributions from any other Series Portfolio in accordance with the transaction documents related to such other Series Portfolio. COLT shall not, directly or indirectly, make payments to or distributions from the COLT Collection Account except in accordance with the COLT 20    -SN   Basic Documents.

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SECTION 3.18 Notice of Events of Default. COLT agrees to give the COLT Indenture Trustee, each COLT 20    -SN   Secured Noteholder and, if any Rated Notes are outstanding, the Rating Agencies prompt written notice of each Event of Default, each Servicer Default under the COLT Servicing Agreement, each default on the part of the Servicer of its obligations under the COLT 20    -SN   Basic Documents and each default on the part of the Seller of its obligations under the COLT Sale and Contribution Agreement.

SECTION 3.19 Further Instruments and Acts. Upon request of the COLT Indenture Trustee, COLT shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this COLT Indenture.

SECTION 3.20 COLT Indenture Trustee’s Release of Lien on Administrative Lease Assets and Warranty Lease Assets and Sale or Other Distribution of the Related Vehicles. Upon receipt of the Administrative Purchase Payment with respect to any Administrative Lease Asset or the Warranty Payment with respect to any Warranty Lease Asset, in each case into the COLT Collection Account, the COLT Indenture Trustee shall be deemed automatically and without any further action to have released its security interest and all of its other right title and interest in and Lien under this COLT Indenture on, (w) such Warranty Lease Asset or (x) such Administrative Lease Asset, as the case may be, all monies due thereon, the security interest in the related Vehicle and any and all proceeds, rights and remedies relating thereto; and COLT shall simultaneously assign and be deemed automatically and without any further action to have assigned, without recourse, representation or warranty, (y) such Warranty Lease Asset to the Seller under the COLT Sale and Contribution Agreement, or (z) such Administrative Lease Asset to the Servicer under the COLT Servicing Agreement, as the case may be, all of COLT’s right, title and interest in, to and under such purchased Series 20    -SN   Lease Asset, all monies due thereon, the security interest in the related Vehicle and any and all proceeds, rights and remedies relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own such Series 20    -SN   Lease Asset, and all such security and documents, free of any further obligation to the COLT Indenture Trustee, the COLT 20    -SN   Secured Noteholders or the COLT 20    -SN   Certificateholder with respect thereto. In addition, the Servicer shall have the right to sell or otherwise dispose of the Vehicles related to the Series 20    -SN   Lease Assets so repurchased or purchased, as applicable, in accordance with the COLT Servicing Agreement. Upon the sale or other disposition of any such Vehicle by the Servicer, the Lien of the COLT Indenture Trustee shall be automatically released upon the Servicer’s receipt of the proceeds of any such sale or liquidation.

If in any enforcement suit or legal proceeding it is held that the Servicer under the COLT Servicing Agreement may not enforce a Series 20    -SN   Lease Asset included in the COLT 20    -SN   Collateral on the ground that it is not a real party in interest or a holder entitled to enforce the Series 20    -SN   Lease Asset, the COLT Indenture Trustee shall, at the Servicer’s expense and written direction (which may be by electronic mail or other electronic transmission), take such steps as the Servicer deems necessary to enforce such Series 20    -SN   Lease Asset, including bringing suit in the COLT Indenture Trustee’s name or the names of the COLT 20    -SN   Secured Noteholders and/or the COLT 20    -SN   Certificateholder.

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SECTION 3.21 Representations and Warranties by COLT to the COLT Indenture Trustee. On the Series 20    -SN   Closing Date, COLT hereby represents and warrants to the COLT Indenture Trustee as follows:

(a) Good Title. No interest in any Series 20    -SN   Lease Asset (other than any Administrative Lease Asset, Liquidating Lease Asset or Warranty Lease Asset or otherwise pursuant to the COLT 20    -SN   Basic Documents) has been sold, transferred, assigned or pledged by COLT to any Person other than the COLT Indenture Trustee as of the Series 20    -SN   Closing Date (except that Ally Financial, as initial holder of the COLT 20    -SN   Secured Notes, has been named as the lienholder and VAULT has been named the legal titleholder on the certificates of title of the related Vehicles); immediately prior to the conveyance of such Series 20    -SN   Lease Assets pursuant to this COLT Indenture, COLT had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this COLT Indenture, the COLT Indenture Trustee shall have all of the right, title and interest of COLT in, to and under such Series 20    -SN   Lease Assets, free of any Lien; and

(b) All Filings Made. All filings (including UCC filings) and notations necessary in any jurisdiction to give the COLT Indenture Trustee (or, with respect to the Direct COLT Pledge, each COLT 20    -SN   Secured Noteholder) a first priority perfected security interest in the COLT 20    -SN   Collateral have been made.

SECTION 3.22 Maintenance of Separate Records for Each Series. So long as any COLT 20    -SN   Secured Note remains Outstanding and pursuant to Section 3.2(a) of the Declaration, COLT shall maintain separate and distinct records with respect to the Series 20    -SN   Lease Assets and the remainder of the Series 20    -SN   Portfolio and the Series 20    -SN   Lease Assets and the remainder of the Series 20    -SN   Portfolio shall be held and accounted for separately from any other Trust Assets allocated to any other Series Portfolio or the Residual Interest.

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1 Satisfaction and Discharge of COLT Indenture. This COLT Indenture shall cease to be of further effect except as to: (i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen COLT 20    -SN   Secured Notes; (iii) rights of COLT 20    -SN   Secured Noteholders to receive payments of principal thereof and interest thereon; (iv) Sections 3.3, 3.4, 3.5, 3.6, 3.10, 3.12, 3.13, 3.18, 3.20 and 11.16; (v) the rights, obligations and immunities of the COLT Indenture Trustee hereunder (including the rights of the COLT Indenture Trustee under Section 6.7 and the obligations of the COLT Indenture Trustee under Sections 4.2 and 4.4); and (vi) the rights of COLT 20    -SN   Secured Noteholders as beneficiaries hereof with respect to the property so deposited with the COLT Indenture Trustee payable to all or any of them, and the COLT Indenture Trustee, on demand of and at the expense of COLT, shall execute proper instruments acknowledging satisfaction and discharge of this COLT Indenture with respect to the COLT 20    -SN   Secured Notes, if:

(a) either:

(i) all COLT 20    -SN   Secured Notes theretofore authenticated and delivered (other than (A) COLT 20    -SN   Secured Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.4 and (B) COLT 20    -SN   Secured Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by COLT and thereafter repaid to COLT or discharged from such trust, as provided in Section 3.3) have been delivered to the COLT Indenture Trustee for cancellation; or

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(ii) all COLT 20    -SN   Secured Notes not theretofore delivered to the COLT Indenture Trustee for cancellation:

(A) have become due and payable,

(B) will be due and payable on their respective Final Scheduled Payment Dates within one year, or

(C) are to be called for redemption within one year under arrangements satisfactory to the COLT Indenture Trustee for the giving of notice of redemption by the COLT Indenture Trustee in the name, and at the expense, of COLT or such COLT 20    -SN   Secured Notes have been redeemed in accordance with Section 10.1,

and COLT, in the case of clause (A), (B) or (C) of subsection 4.1(a)(ii) above, has irrevocably deposited or caused to be irrevocably deposited with the COLT Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire unpaid principal and accrued interest on such COLT 20    -SN   Secured Notes not theretofore delivered to the COLT Indenture Trustee for cancellation when due on the Final Scheduled Payment Date for such COLT 20    -SN   Secured Notes or the Redemption Date for such COLT 20    -SN   Secured Notes (if such COLT 20    -SN   Secured Notes have been called for redemption pursuant to Section 10.1), as the case may be;

(b) COLT has paid or caused to be paid all amounts and has performed all obligations which COLT may owe to the COLT Indenture Trustee personally or to the COLT Indenture Trustee for the benefit of the COLT 20    -SN   Secured Noteholders under this COLT Indenture and any other COLT 20    -SN   Basic Documents; and

(c) COLT has delivered to the COLT Indenture Trustee and to the COLT 20    -SN   Secured Noteholders an Officer’s Certificate of COLT, an Opinion of Counsel and (if required by the TIA or the COLT Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this COLT Indenture have been complied with.

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SECTION 4.2 Application of Trust Money. All monies deposited with the COLT Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the COLT 20    -SN   Secured Notes and this COLT Indenture and the applicable provisions of the COLT Servicing Agreement, to the payment, either directly or through any Paying Agent, as the COLT Indenture Trustee may determine, to the Holders of the particular COLT 20    -SN   Secured Notes for the payment or redemption of which such monies have been deposited with the COLT Indenture Trustee, of all sums due and to become due in accordance with this COLT Indenture and any other COLT 20    -SN   Basic Documents; but such monies need not be segregated from other funds except to the extent required herein, in the COLT Servicing Agreement or by applicable law.

SECTION 4.3 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this COLT Indenture with respect to the COLT 20    -SN   Secured Notes, all monies then held by any Paying Agent other than the COLT Indenture Trustee under the provisions of this COLT Indenture with respect to all such COLT 20    -SN   Secured Notes shall, upon demand of COLT, be paid to the COLT Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

SECTION 4.4 Duration of Position of COLT Indenture Trustee. Notwithstanding the payment in full of all principal and interest due to all COLT 20    -SN   Secured Noteholders under the terms of the COLT 20    -SN   Secured Notes and the cancellation of such COLT 20    -SN   Secured Notes pursuant to Section 4.1, the COLT Indenture Trustee shall continue to act in the capacity as COLT Indenture Trustee hereunder for the benefit of the COLT 20    -SN   Certificateholder and the COLT Indenture Trustee, and for the benefit of such COLT 20    -SN   Certificateholder, shall comply with its obligations under the COLT Servicing Agreement, as appropriate, until such time as all distributions due to the Holder of the Series 20    -SN   Certificate have been paid in full.

ARTICLE V

DEFAULT AND REMEDIES

SECTION 5.1 Events of Default. For the purposes of this COLT Indenture, “Event of Default” wherever used herein, means any one of the following events:

(a) failure to pay the full Secured Note Interest Distributable Amount on any COLT 20    -SN   Secured Note on any Payment Date, and such default shall continue unremedied for a period of five Business Days; or

(b) except as set forth in Section 5.1(c), failure to pay any principal of any COLT 20    -SN   Secured Note as and when required in accordance with the COLT Basic Documents, and such default continues unremedied for a period of 30 days after there shall have been given, by registered or certified mail, to the Servicer by the COLT Indenture Trustee or to the Servicer and the COLT Indenture Trustee by the Holders of not less than 25% of the Outstanding Amount of the COLT 20    -SN   Secured Notes, a written notice specifying such default and demanding that it be remedied and stating that such notice is a “Notice of Default” hereunder; or

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(c) failure to pay in full the Secured Note Principal Balance of any COLT 20    -SN   Secured Notes by the Final Scheduled Payment Date; or

(d) default in the observance or performance in any material respect of any other covenants or agreements of COLT made in this COLT Indenture (other than a covenant or agreement a default in the observance or performance of which is specifically dealt with elsewhere in this Section 5.1) which failure materially and adversely affects the rights of the COLT 20    -SN   Secured Noteholders, and such default shall continue or not be cured for a period of 30 days (x) after there shall have been given, by registered or certified mail, to COLT, the Seller (or the Servicer, as applicable) by the COLT Indenture Trustee or to COLT, the Seller (or the Servicer, as applicable) and the COLT Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the COLT 20    -SN   Secured Notes, a written notice specifying such default, demanding that it be remedied and stating that such notice is a “Notice of Default” hereunder; or

(e) the filing of a decree or application for relief by a court having jurisdiction in the premises in respect of COLT or any substantial part of the COLT 20    -SN   Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of COLT or for any substantial part of the COLT 20    -SN   Trust Estate, or ordering the winding-up or liquidation of COLT’s affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or

(f) the commencement by COLT of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent of COLT to the entry of an application for relief in an involuntary case under any such law, or the consent by COLT to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of COLT or for any substantial part of the COLT 20    -SN   Trust Estate, or the making by COLT of any general assignment for the benefit of creditors, or the failure by COLT generally to pay its debts as such debts become due, or the taking of action by COLT in furtherance of any of the foregoing.

COLT shall deliver to the COLT Indenture Trustee and the COLT 20    -SN   Secured Noteholders promptly (and in any event within five Business Days) after learning of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(d), its status and what action COLT is taking or proposes to take with respect thereto.

SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

(a) If an Event of Default should occur and be continuing, then and in every such case, unless the principal amount of the COLT 20    -SN   Secured Notes shall have already become due and payable, either the COLT Indenture Trustee or the Holders of COLT 20    -SN   Secured Notes representing not less than a majority of the Outstanding Amount of the COLT 20    -SN   Secured Notes may declare all the COLT 20    -SN   Secured Notes to be immediately due and payable, by a notice in writing to COLT and to the COLT Indenture Trustee if given by the COLT 20    -SN   Secured Noteholders setting forth the Event of Default or Events of

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Default, and upon any such declaration the unpaid principal amount of the COLT 20    -SN   Secured Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

(b) At any time after such declaration of acceleration of maturity of the COLT 20    -SN   Secured Notes has been made and before a judgment or decree for payment of the money due thereunder has been obtained by the COLT Indenture Trustee as hereinafter provided in this Article V, the holders of COLT 20    -SN   Secured Notes representing not less than a majority of the Outstanding Amount of the COLT 20    -SN   Secured Notes, by written notice to COLT and the COLT Indenture Trustee, may waive all Defaults set forth in the notice delivered pursuant to Section 5.2(a) and rescind and annul such declaration and its consequences; provided, however, that no such rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereto; and provided, further, that if the COLT Indenture Trustee or the COLT 20    -SN   Secured Noteholders shall have proceeded to enforce any right under this COLT Indenture and such Proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or such Proceedings shall have been determined adversely to the COLT Indenture Trustee or the COLT 20    -SN   Secured Noteholders, then and in every such case, the COLT Indenture Trustee, COLT and the COLT 20    -SN   Secured Noteholders, as the case may be, shall be restored to their respective former positions and rights hereunder, and all rights, remedies and powers of the COLT Indenture Trustee, COLT and the COLT 20    -SN   Secured Noteholders, as the case may be, shall continue as though no such Proceedings had been commenced.

SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by COLT Indenture Trustee.

(a) COLT covenants that if an Event of Default occurs and such Event of Default has not been waived pursuant to Section 5.12, then COLT shall, upon demand of the COLT Indenture Trustee, pay to the COLT Indenture Trustee, for the ratable benefit of the COLT 20    -SN   Secured Noteholders in accordance with their respective Secured Note Principal Balances, the entire amount then due and payable on the COLT 20    -SN   Secured Notes for principal and interest, with interest upon the overdue principal and overdue interest at the COLT 20    -SN   Secured Note Rate and any CARAT Collection Account Shortfall Amount and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the COLT Indenture Trustee and its agents and counsel.

(b) If COLT shall fail forthwith to pay such amounts upon such demand, the COLT Indenture Trustee, may, in its own name and as trustee of an express trust, institute a Proceeding for the collection of the sums so due and unpaid, and prosecute such Proceeding to judgment or final decree, and enforce the same against COLT or other obligor upon the COLT 20    -SN   Secured Notes and collect in the manner provided by law out of the property of the COLT 20    -SN   Trust Estate, the monies adjudged or decreed to be payable.

(c) If an Event of Default occurs and is continuing, the COLT Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the COLT 20    -SN   Secured Noteholders, by such

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appropriate Proceedings as the COLT Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this COLT Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the COLT Indenture Trustee by this COLT Indenture or by applicable law.

(d) If there shall be pending, relative to COLT or any other obligor upon the COLT 20    -SN   Secured Notes or any Person having or claiming an ownership interest in the COLT 20    -SN   Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of COLT or its property or such obligor or Person, or in case of any other comparable judicial Proceedings relative to COLT or other obligor upon the COLT 20    -SN   Secured Notes, or to the creditors or property of COLT or such other obligor, the COLT Indenture Trustee, irrespective of whether the principal of any COLT 20    -SN   Secured Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the COLT Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal and interest and all other amounts owing and unpaid in respect of the COLT 20    -SN   Secured Notes, and any CARAT Collection Account Shortfall Amount and to file such other papers or documents as may be necessary or advisable in order to have the claims of the COLT Indenture Trustee (including any claim for reasonable compensation to the COLT Indenture Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the COLT Indenture Trustee and each predecessor trustee, except as a result of negligence, fraud or bad faith) and of the COLT 20    -SN   Secured Noteholders allowed in such Proceedings;

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the COLT 20    -SN   Secured Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the COLT 20    -SN   Secured Noteholders and of the COLT Indenture Trustee on their behalf; and

(iv)(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the COLT Indenture Trustee or the COLT 20    -SN   Secured Noteholders allowed in any judicial proceedings relative to COLT, its creditors and its property;

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and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such COLT 20    -SN   Secured Noteholders to make payments to the COLT Indenture Trustee for application in accordance with the priorities set forth in the COLT 20    -SN   Basic Documents, and, if the COLT Indenture Trustee shall consent to the making of payments directly to such COLT 20    -SN   Secured Noteholders, to pay to the COLT Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the COLT Indenture Trustee, each predecessor COLT Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the COLT Indenture Trustee and each predecessor COLT Indenture Trustee except as a result of negligence, fraud or bad faith.

(e) Nothing herein contained shall be deemed to authorize the COLT Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any COLT 20    -SN   Secured Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the COLT 20    -SN   Secured Notes or the rights of any Holder thereof or to authorize the COLT Indenture Trustee to vote in respect of the claim of any COLT 20    -SN   Secured Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f) All rights of action and of asserting claims under this COLT Indenture, or under any of the COLT 20    -SN   Secured Notes may be enforced by the COLT Indenture Trustee without the possession of any of the COLT 20    -SN   Secured Notes or the production thereof in any trial or other Proceedings relative thereto, and any such Proceedings instituted by the COLT Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the COLT Indenture Trustee, each predecessor COLT Indenture Trustee and their respective agents and attorneys, shall be for the benefit of the COLT 20    -SN   Secured Noteholders in accordance with the priorities set forth in the COLT 20    -SN   Basic Documents.

(g) In any Proceedings brought by the COLT Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this COLT Indenture to which the COLT Indenture Trustee shall be a party), the COLT Indenture Trustee shall be held to represent all the COLT 20    -SN   Secured Noteholders, and it shall not be necessary to make any the COLT 20    -SN   Secured Noteholders a party to any such Proceedings.

(h) With respect to any claims for payments of reimbursement for expenses, disbursement or compensation of any Person made of COLT pursuant to this Section 5.3, where more than one Person has made such a claim, COLT shall not reimburse any Person other than the COLT Indenture Trustee for such amounts if, prior to incurring such expenses, the affected parties reasonably could have avoided such expense by coordinating their claims under this COLT Indenture with the COLT Indenture Trustee.

SECTION 5.4 Remedies; Priorities.

(a) If an Event of Default shall have occurred and be continuing and the COLT 20    -SN   Secured Notes have been accelerated under Section 5.2(a), the COLT Indenture Trustee may do one or more of the following (subject to Sections 5.3 and 5.5):

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(i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on such COLT 20    -SN   Secured Notes, under this COLT Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the COLT 20    -SN   Trust Estate and any other obligor upon such COLT 20    -SN   Secured Notes monies adjudged due;

(ii) institute Proceedings from time to time for the complete or partial foreclosure of this COLT Indenture with respect to the COLT 20    -SN   Collateral and of the VAULT Security Agreement with respect to the Pledged Collateral;

(iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the COLT Indenture Trustee and the COLT 20    -SN   Secured Noteholders; and

(iv) sell the COLT 20    -SN   Trust Estate, or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law or elect to have COLT maintain possession of the COLT 20    -SN   Trust Estate, including the Series 20    -SN   Lease Assets and continue to apply collections on such Series 20    -SN   Lease Assets as if there had been no declaration of acceleration; provided, however, that the COLT Indenture Trustee may not sell or otherwise liquidate the COLT 20    -SN   Trust Estate following an Event of Default and acceleration of the COLT 20    -SN   Secured Notes, except as is set forth in Section 3.20, unless (i)(A) the Holders of all of the aggregate Outstanding Amount of the COLT 20    -SN   Secured Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Holders of the COLT 20    -SN   Secured Notes are sufficient to discharge in full the principal of and the accrued interest on the COLT 20    -SN   Secured Notes as of the date of such sale or liquidation and pay any CARAT Collection Account Shortfall Amount existing on such date (calculated as if such date were a Payment Date) or (C) (x) there has been an Event of Default under Section 5.1(a), (b) or (c) or otherwise arising from a failure to make a required payment of principal on the COLT 20    -SN   Secured Notes, (y) the COLT Indenture Trustee determines that the COLT 20    -SN   Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the COLT 20    -SN   Secured Notes as and when they would have become due if the COLT 20    -SN   Secured Notes had not been declared due and payable and (z) the COLT Indenture Trustee obtains the consent of the Holders of all of the aggregate Outstanding Amount of the COLT 20    -SN   Secured Notes, and (ii) 10 days’ prior written notice of sale or liquidation has been given to the Rating Agencies by COLT, LLC, provided, however, that COLT, LLC shall have received such notice from the COLT Indenture Trustee at least two business days prior thereto (if any Rated Notes are outstanding). In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the COLT Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the COLT 20    -SN   Trust Estate for such purpose.

provided, however, that prior to the exercise of the right to sell all or any portion of the COLT 20    -SN   Trust Estate as provided herein, the COLT Indenture Trustee shall provide a notice in writing to COLT (with a copy to the Seller) (the “Event of Default Sale Notice”) of its

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intention to sell all or any portion of the COLT 20    -SN   Trust Estate (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the COLT 20    -SN   Trust Estate, the portion of the COLT 20    -SN   Trust Estate to be sold. The COLT Indenture Trustee shall not consummate any sale until at least seven Business Days after the Event of Default Sale Notice has been given to COLT (with a copy to the Seller) (the “Authorization Date”).

(b) If the COLT Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

FIRST: to the COLT Indenture Trustee for amounts due under Section 6.7 and then to the COLT Owner Trustee for amounts due to the COLT Owner Trustee (not including amounts due for payments to the Series 20    -SN   Certificateholder) under Section 6.9 of the Declaration of Trust; and

SECOND: to the COLT Collection Account for distribution in the following priority: (i) payment in full of the accrued and unpaid interest on the COLT 20    -SN   Secured Notes; (ii) payment in full of unpaid principal balance of the COLT 20    -SN   Secured Notes; (iii) to the CARAT Collection Account towards payment in full of any CARAT Collection Account Shortfall Amounts and (iv) the remainder shall be distributed in accordance with the instructions of the COLT 20    -SN   Certificateholder.

SECTION 5.5 Optional Preservation of the Series 20    -SN   Lease Assets. If the COLT 20    -SN   Secured Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled in accordance with Section 5.2(b), the COLT Indenture Trustee may, but need not, elect to take and maintain possession of the COLT 20    -SN   Trust Estate. It is the desire of the parties hereto and the COLT 20    -SN   Secured Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the COLT 20    -SN   Secured Notes, and the COLT Indenture Trustee shall take such desire into account when determining whether or not to take and maintain possession of the COLT 20    -SN   Trust Estate. In determining whether to take and maintain possession of the COLT 20    -SN   Trust Estate, the COLT Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the COLT 20    -SN   Trust Estate for such purpose.

SECTION 5.6 Limitation of Suits. No Holder of any COLT 20    -SN   Secured Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this COLT Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a) such Holder has previously given written notice to the COLT Indenture Trustee of a continuing Event of Default;

(b) the Holders of not less than 25% of the Outstanding Amount of the COLT 20    -SN   Secured Notes have made written request to the COLT Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as COLT Indenture Trustee hereunder;

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(c) such Holder or Holders have offered to the COLT Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request;

(d) the COLT Indenture Trustee for 60 days after the earlier of (x) its receipt of such notice under Section 5.6(a) above, request under Section 5.6(b) above and offer of indemnity under Section 5.6(c) above and (y) any similar notice, request and offer of indemnity to the CARAT Indenture Trustee under Section 5.6 of the CARAT Indenture, has failed to institute such Proceedings; and

(e) no direction inconsistent with such written request has been given to the COLT Indenture Trustee during such 60-day period by the Holders of a majority of the Outstanding Amount of the COLT 20    -SN   Secured Notes;

it being understood and intended that no one or more Holders of the COLT 20    -SN   Secured Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this COLT Indenture to affect, disturb or prejudice the rights of any other Holders of the COLT 20    -SN   Secured Notes or to obtain or to seek to obtain priority or preference over any other Holders of the COLT 20    -SN   Secured Notes or to enforce any right under this COLT Indenture, except in the manner herein provided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the COLT 20    -SN   Secured Note held by such COLT 20    -SN   Secured Noteholder) and common benefit of all Holders of the COLT 20    -SN   Secured Notes. For the protection and enforcement of the provisions of this Section 5.6, each and every COLT 20    -SN   Secured Noteholder shall be entitled to such relief as can be given either at law or in equity.

If the COLT Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of the COLT 20    -SN   Secured Notes, each representing less than a majority of the Outstanding Amount of the COLT 20    -SN   Secured Notes, the COLT Indenture Trustee shall take the action requested by the group representing the higher percentage of the Outstanding Amount of the COLT 20    -SN   Secured Notes notwithstanding any other provisions of this COLT Indenture.

SECTION 5.7 Unconditional Rights of the COLT 20    -SN   Secured Noteholders to Receive Principal and Interest. Notwithstanding any other provisions in this COLT Indenture, the Holder of any COLT 20    -SN   Secured Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such COLT 20    -SN   Secured Note on or after the respective due dates thereof expressed in such COLT 20    -SN   Secured Note or in this COLT Indenture (or in the case of redemptioin, if applicable, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

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SECTION 5.8 Restoration of Rights and Remedies. If the COLT Indenture Trustee or any COLT 20    -SN   Secured Noteholder has instituted any Proceeding to enforce any right or remedy under this COLT Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the COLT Indenture Trustee or to such COLT 20    -SN   Secured Noteholder, then and in every such case COLT, the COLT Indenture Trustee and the COLT 20    -SN   Secured Noteholders shall, subject to any determination in such Proceeding, be restored severally to their respective former positions hereunder, and thereafter all rights and remedies of the COLT Indenture Trustee and the COLT 20    -SN   Secured Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the COLT Indenture Trustee or to the COLT 20    -SN   Secured Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.10 Delay or Omission, Not a Waiver. No delay or omission of the COLT Indenture Trustee or any Holder of any COLT 20    -SN   Secured Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the COLT Indenture Trustee or to the COLT 20    -SN   Secured Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the COLT Indenture Trustee or by the COLT 20    -SN   Secured Noteholders, as the case may be.

SECTION 5.11 Control by the COLT 20    -SN   Secured Noteholders. The Holders of a majority of the Outstanding Amount of the COLT 20    -SN   Secured Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the COLT Indenture Trustee, have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the COLT Indenture Trustee with respect to the COLT 20    -SN   Secured Notes or exercising any trust or power conferred on the COLT Indenture Trustee; provided, however, that:

(a) such direction shall not be in conflict with any rule of law or with this COLT Indenture;

(b) subject to the express terms of Section 5.4, any direction to the COLT Indenture Trustee to sell or liquidate the COLT 20    -SN   Trust Estate shall be by the Holders of COLT 20    -SN   Secured Notes representing not less than 100% of the Outstanding Amount of the COLT 20    -SN   Secured Notes;

(c) if the conditions set forth in Section 5.5 have been satisfied and the COLT Indenture Trustee elects to retain the COLT 20    -SN   Trust Estate pursuant to Section 5.5, then any direction to the COLT Indenture Trustee by Holders of COLT 20    -SN   Secured Notes representing less than 100% of the Outstanding Amount of the COLT 20    -SN   Secured Notes to sell or liquidate the COLT 20    -SN   Trust Estate shall be of no force and effect; and

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(d) the COLT Indenture Trustee may take any other action deemed proper by the COLT Indenture Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the COLT Indenture Trustee need not take any action that it determines might cause it to incur any liability with respect to which the COLT Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it or might materially adversely affect the rights of the COLT 20    -SN   Secured Noteholders not consenting to such action.

SECTION 5.12 Waiver of Past Defaults.

(a) Prior to the declaration of the acceleration of the maturity of the COLT 20    -SN   Secured Notes as provided in Section 5.2, the Holders of not less than a majority of the Outstanding Amount of the COLT 20    -SN   Secured Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the COLT 20    -SN   Secured Notes or (ii) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of the Holder of each such COLT 20    -SN   Secured Note. In the case of any such waiver, COLT, the COLT Indenture Trustee and the COLT 20    -SN   Secured Noteholders shall be restored to their respective former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

(b) Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurred (and any Event of Default arising from any such Default shall be deemed to have been cured and not to have occurred) for every purpose of this COLT Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

SECTION 5.13 Undertaking for Costs. All parties to this COLT Indenture agree, and each Holder of any COLT 20    -SN   Secured Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this COLT Indenture, or in any Proceeding against the COLT Indenture Trustee for any action taken, suffered or omitted by it as COLT Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13, shall not apply to:

(a) any Proceeding instituted by the COLT Indenture Trustee;

(b) any Proceeding instituted by any COLT 20    -SN   Secured Noteholder or group of COLT 20    -SN   Secured Noteholders holding in the aggregate more than 10% of the Outstanding Amount of the COLT 20    -SN   Secured Notes; or

(c) any Proceeding instituted by any COLT 20    -SN   Secured Noteholder for the enforcement of the payment of principal of or interest on any COLT 20    -SN   Secured Note on or after the respective due dates expressed in such COLT 20    -SN   Secured Note and in this COLT Indenture (or, in the case of redemption, on or after the Redemption Date).

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SECTION 5.14 Waiver of Stay or Extension Laws. COLT covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this COLT Indenture. COLT (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the COLT Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.15 Action on COLT 20    -SN   Secured Notes. The COLT Indenture Trustee’s right to seek and recover judgment on the COLT 20    -SN   Secured Notes or under this COLT Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this COLT Indenture. Neither the lien of this COLT Indenture in the COLT 20    -SN   Collateral or the lien of the VAULT Security Agreement in the Pledged Collateral nor any rights or remedies of the COLT Indenture Trustee or the COLT 20    -SN   Secured Noteholders shall be impaired by the recovery of any judgment by the COLT Indenture Trustee against COLT or by the levy of any execution under such judgment upon any portion of the COLT 20    -SN   Trust Estate or upon any of the assets of COLT. Any money or property collected by the COLT Indenture Trustee shall be applied in accordance with Section 5.4(b).

SECTION 5.16 Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the COLT Indenture Trustee to do so and at the Servicer’s expense, COLT agrees to take all such lawful action as the COLT Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer of their respective obligations to COLT under or in connection with the COLT 20    -SN   Basic Documents in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to COLT under or in connection with the COLT 20    -SN   Basic Documents to the extent and in the manner directed by the COLT Indenture Trustee, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the COLT 20    -SN   Basic Documents.

(b) If an Event of Default has occurred and is continuing, the COLT Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 ²/ 3% of the Outstanding Amount of the COLT 20    -SN   Secured Notes shall, exercise all rights, remedies, powers, privileges and claims of COLT against the Seller or the Servicer under or in connection with the COLT 20    -SN   Basic Documents, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to COLT thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the COLT 20    -SN   Basic Documents, and any right of COLT to take such action shall be suspended.

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ARTICLE VI

THE COLT INDENTURE TRUSTEE

SECTION 6.1 Duties of COLT Indenture Trustee.

(a) If an Event of Default has occurred and is continuing, the COLT Indenture Trustee shall exercise the rights and powers vested in it by this COLT Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default, the COLT Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this COLT Indenture and the COLT Servicing Agreement and no implied covenants or obligations shall be read into this COLT Indenture or the COLT Servicing Agreement against the COLT Indenture Trustee.

(c) In the absence of bad faith on its part, the COLT Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the COLT Indenture Trustee and conforming to the requirements of this COLT Indenture; provided, however, that the COLT Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this COLT Indenture.

(d) The COLT Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith, except that:

(i) this Section 6.1(d) does not limit the effect of Section 6.1(b);

(ii) the COLT Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the COLT Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii) the COLT Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to any provision of this COLT Indenture or any other COLT 20    -SN   Basic Document.

(e) The COLT Indenture Trustee shall not be liable for interest on any money received by it except as the COLT Indenture Trustee may agree in writing with COLT.

(f) Money held in trust by the COLT Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this COLT Indenture, the COLT Servicing Agreement or the other COLT 20    -SN   Basic Documents.

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(g) No provision of this COLT Indenture or any other COLT 20    -SN   Basic Document shall require the COLT Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h) Every provision of this COLT Indenture and each other COLT 20    -SN   Basic Document relating to the COLT Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA.

(i) The COLT Indenture Trustee shall have no liability or responsibility for the acts or omissions of any other party to any of the COLT 20    -SN   Basic Documents.

(j) In no event shall the COLT Indenture Trustee be liable for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if the COLT Indenture Trustee has been advised of the likelihood of such loss or damage.

SECTION 6.2 Rights of COLT Indenture Trustee.

(a) The COLT Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The COLT Indenture Trustee need not investigate any fact or matter stated in the document.

(b) Before the COLT Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The COLT Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

(c) The COLT Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the COLT Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d) The COLT Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the COLT Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e) The COLT Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this COLT Indenture and the COLT 20    -SN   Secured Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The COLT Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this COLT Indenture at the request or direction of any of the Holders pursuant to this COLT Indenture, unless such Holders shall have offered to the COLT Indenture Trustee security or indemnity satisfactory to the COLT Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

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(g) The COLT Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the COLT Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

(h) The COLT Indenture Trustee shall not be deemed to have notice of any Default, Event of Default or Servicer Default unless a Responsible Officer of the COLT Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the COLT Indenture Trustee at the Corporate Trust Office of the COLT Indenture Trustee, and such notice references the COLT 20    -SN   Secured Notes and this COLT Indenture.

(i) The rights, privileges, protections, immunities and benefits given to the COLT Indenture Trustee, including, its right to be indemnified, are extended to, and shall be enforceable by, the COLT Indenture Trustee in each of its capacities hereunder.

SECTION 6.3 COLT Indenture Trustee May Own COLT 20    -SN   Secured Notes. The COLT Indenture Trustee in its individual or any other capacity may become the owner or pledgee of COLT 20    -SN   Secured Notes and the Secured Notes of any other Series and may otherwise deal with COLT, the Servicer or any of their respective Affiliates with the same rights it would have if it were not COLT Indenture Trustee; provided, however, that the COLT Indenture Trustee shall comply with Sections 6.10. Any Paying Agent, Secured Note Registrar, co-registrar or co-paying agent may do the same with like rights.

SECTION 6.4 COLT Indenture Trustee’s Disclaimer. The COLT Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of any COLT 20    -SN   Basic Document, including this COLT Indenture or the COLT 20    -SN   Secured Notes, it shall not be accountable for COLT’s use of the proceeds from the COLT 20    -SN   Secured Notes, and it shall not be responsible for any statement of COLT in the COLT Indenture or in any document issued in connection with the sale of any COLT 20    -SN   Secured Notes or in the COLT 20    -SN   Secured Notes other than the COLT Indenture Trustee’s certificate of authentication.

SECTION 6.5 Notice of Default. If a Default occurs and is continuing and if it is known to the COLT Indenture Trustee, the COLT Indenture Trustee shall mail to each COLT 20    -SN   Secured Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal or of interest on any COLT 20    -SN   Secured Note, the COLT Indenture Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interest of the COLT 20    -SN   Secured Noteholders.

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SECTION 6.6 Reports by COLT Indenture Trustee.

(a) To the extent any COLT 20    -SN   Secured Noteholder does not receive such documents or information directly, the COLT Indenture Trustee shall deliver to each such COLT 20    -SN   Secured Noteholder, as applicable, the documents and information set forth in Article VII, and, in addition, all such information with respect to the COLT 20    -SN   Secured Notes as may be required to enable such Holder to prepare its federal and state income tax returns.

(b) The COLT Indenture Trustee shall:

(i) deliver to COLT, CARI, the COLT Owner Trustee, the CARAT Owner Trustee and the Servicer a report of its assessment of compliance with the minimum Servicing Criteria regarding general servicing, cash and collection administration, investor remittances and reporting, and pool asset administration during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the COLT Indenture Trustee, as required by Rule 13a-18 and Rule 15d-18 of the Exchange Act, and Item 1122 of Regulation AB under the Securities Act;

(ii) cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to COLT, CARI, the COLT Owner Trustee, the CARAT Owner Trustee and the Servicer an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year for inclusion in COLT’s or the Trust’s 10-K filing; such attestation report shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and

(iii) deliver to COLT, CARI and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rule 13a-14(d) and Rule 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of COLT, CARI or the Trust with respect to the CARAT 20    -SN   securitization transaction a certification substantially in the form attached hereto as Exhibit B or such form as mutually agreed upon by COLT, CARI and the COLT Indenture Trustee; the COLT Indenture Trustee acknowledges that the parties identified in this clause (iii) may rely on the certification provided by the COLT Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

(c) The reports referred to in Section 6.6(b) shall be delivered on or before March 15 of each year that a 10-K filing is required to be filed by COLT or the Trust, beginning March 15, 20    .

SECTION 6.7 Compensation; Indemnity.

(a) COLT shall cause the Servicer to pay to the COLT Indenture Trustee from time to time such compensation for its services as is set forth in the COLT Servicing Agreement.

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The COLT Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. COLT shall cause the Servicer pursuant to the COLT Servicing Agreement to reimburse the COLT Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the COLT Indenture Trustee’s agents, external counsel, accountants and experts. COLT shall cause the Servicer to indemnify the COLT Indenture Trustee in accordance with the COLT Servicing Agreement.

(b) COLT’s obligations to the COLT Indenture Trustee pursuant to Section 6.7(a) shall survive the discharge of this COLT Indenture. When the COLT Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or (f), the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

SECTION 6.8 Replacement of COLT Indenture Trustee.

(a) The COLT Indenture Trustee may at any time give notice of its intent to resign by so notifying COLT and the COLT 20    -SN   Secured Noteholders; provided, however, that no such resignation shall become effective and the COLT Indenture Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of a majority of the Outstanding Amount of the COLT 20    -SN   Secured Notes may remove the COLT Indenture Trustee by so notifying the COLT Indenture Trustee and may appoint a successor COLT Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c). COLT shall remove the COLT Indenture Trustee if:

(i) the COLT Indenture Trustee fails to comply with Section 6.11;

(ii) the COLT Indenture Trustee is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the COLT Indenture Trustee or its property; or

(iv) the COLT Indenture Trustee otherwise becomes incapable of acting.

(b) If the COLT Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of COLT Indenture Trustee for any reason (the COLT Indenture Trustee in such event being referred to herein as the retiring COLT Indenture Trustee), COLT shall promptly appoint and designate a successor COLT Indenture Trustee.

(c) A successor COLT Indenture Trustee shall deliver a written acceptance of its appointment and designation to the retiring COLT Indenture Trustee and to COLT. Thereupon the resignation or removal of the retiring COLT Indenture Trustee shall become effective, and the successor COLT Indenture Trustee shall have all the rights, powers and duties of the COLT Indenture Trustee under this COLT Indenture. The successor COLT Indenture Trustee shall mail a notice of its succession to the COLT 20    -SN   Secured Noteholders. The retiring COLT Indenture Trustee shall promptly transfer all property held by it as COLT Indenture Trustee to the successor COLT Indenture Trustee.

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(d) If a successor COLT Indenture Trustee does not take office within 60 days after the retiring COLT Indenture Trustee gives notice of its intent to resign or is removed, the retiring COLT Indenture Trustee, COLT or the Holders of a majority of the Outstanding Amount of the COLT 20    -SN   Secured Notes may petition any court of competent jurisdiction for the appointment and designation of a successor COLT Indenture Trustee.

(e) If the COLT Indenture Trustee fails to comply with Section 6.11, any COLT 20    -SN   Secured Noteholder may petition any court of competent jurisdiction for the removal of the COLT Indenture Trustee and the appointment of a successor COLT Indenture Trustee.

(f) Notwithstanding the replacement of the COLT Indenture Trustee pursuant to this Section 6.8, COLT’s obligations under Section 6.7 and the Servicer’s corresponding obligations under the COLT Servicing Agreement shall continue for the benefit of the retiring COLT Indenture Trustee.

SECTION 6.9 Merger or Consolidation of COLT Indenture Trustee.

(a) Any corporation into which the COLT Indenture Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the COLT Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust business of the COLT Indenture Trustee, shall be the successor of the COLT Indenture Trustee under this COLT Indenture; provided, however, that such corporation shall be eligible under the provisions of Section 6.11, without the execution or filing of any instrument or any further act on the part of any of the parties to this COLT Indenture, anything in this COLT Indenture to the contrary notwithstanding.

(b) If at the time such successor or successors by merger or consolidation to the COLT Indenture Trustee shall succeed to the trusts created by this COLT Indenture, any of the COLT 20    -SN   Secured Notes shall have been authenticated but not delivered, any such successor to the COLT Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such COLT 20    -SN   Secured Notes so authenticated; and in case at that time any of the COLT 20    -SN   Secured Notes shall not have been authenticated, any successor to the COLT Indenture Trustee may authenticate such COLT 20    -SN   Secured Notes either in the name of any predecessor hereunder or in the name of the successor to the COLT Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided anywhere in the COLT 20    -SN   Secured Notes or herein with respect to the certificate of authentication of the COLT Indenture Trustee.

SECTION 6.10 Appointment of Co-COLT Indenture Trustee or Separate COLT Indenture Trustee.

(a) Notwithstanding any other provisions of this COLT Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the COLT 20    -SN   Trust Estate may at the time be located, the COLT Indenture Trustee shall have

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the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the COLT Indenture Trustee, or separate indenture trustees, of all or any part of the COLT 20    -SN   Trust Estate and to vest in such Person or Persons, in such capacity and for the benefit of the COLT 20    -SN   Secured Noteholders, such title to the COLT 20    -SN   Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the COLT Indenture Trustee may consider necessary or desirable. No co-indenture trustee or separate indenture trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to COLT 20    -SN   Secured Noteholders of the appointment of any co-indenture trustee or separate indenture trustee shall be required under Section 6.8.

(b) Every separate indenture trustee and co-indenture trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the COLT Indenture Trustee shall be conferred or imposed upon and exercised or performed by the COLT Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate indenture trustee or co-indenture trustee is not authorized to act separately without the COLT Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the COLT Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the COLT 20    -SN   Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the COLT Indenture Trustee;

(ii) no co-indenture trustee or separate indenture trustee hereunder shall be personally liable by reason of any act or omission of any other co-indenture trustee or separate indenture trustee hereunder; and

(iii) the COLT Indenture Trustee may at any time accept the resignation of or remove any separate indenture trustee or co-indenture trustee.

(c) Any notice, request or other writing given to the COLT Indenture Trustee shall be deemed to have been given to each of the then separate indenture trustees and co-indenture trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this COLT Indenture and the conditions of this Article VI. Each separate indenture trustee and co-indenture trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the COLT Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this COLT Indenture, specifically including every provision of this COLT Indenture relating to the conduct of, affecting the liability of, or affording protection to, the COLT Indenture Trustee. Every such instrument shall be filed with the COLT Indenture Trustee.

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(d) Any separate indenture trustee or co-indenture trustee may at any time appoint the COLT Indenture Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this COLT Indenture on its behalf and in its name. If any separate indenture trustee or co-indenture trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the COLT Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor co-indenture trustee or successor indenture trustee.

SECTION 6.11 Eligibility; Disqualification. The COLT Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The COLT Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and (unless waived by Moody’s, if Moody’s is rating the COLT 20    -SN   Secured Notes) it shall have a long term unsecured debt rating of Baa3 or better by Moody’s. The COLT Indenture Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of COLT are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 6.12 Preferential Collection of Claims Against COLT. The COLT Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

SECTION 6.13 Representations and Warranties of COLT Indenture Trustee. The COLT Indenture Trustee represents and warrants as of the Series 20    -SN   Closing Date that:

(a) the COLT Indenture Trustee (i) is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and (ii) satisfies the eligibility requirements set forth in Section 6.11;

(b) the COLT Indenture Trustee has full power, authority and legal right to execute, deliver and perform this COLT Indenture and any other COLT 20    -SN   Basic Document to which it is a party, and has taken all necessary action to authorize the execution, delivery and performance by it of this COLT Indenture and any other COLT 20    -SN   Basic Document to which it is a party;

(c) the execution, delivery and performance by the COLT Indenture Trustee of this COLT Indenture and any other COLT 20    -SN   Basic Document to which it is a party (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the COLT Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or Governmental Authority applicable to the COLT Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the COLT Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the COLT 20    -SN   Trust Estate pursuant to the provisions of any mortgage, indenture, contract,

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agreement or other undertaking to which it is a party, which violation, default or Lien could reasonably be expected to have a materially adverse effect on the COLT Indenture Trustee’s performance or ability to perform its duties under this COLT Indenture and any other COLT 20    -SN   Basic Document to which it is a party or on the transactions contemplated hereunder and thereunder;

(d) the execution, delivery and performance by the COLT Indenture Trustee of this COLT Indenture and any other COLT 20    -SN   Basic Document to which it is a party shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any Governmental Authority or agency regulating the banking and corporate trust activities of the COLT Indenture Trustee; and

(e) this COLT Indenture and any other COLT 20    -SN   Basic Document to which it is a party have been duly executed and delivered by the COLT Indenture Trustee and constitutes the legal, valid and binding agreement of the COLT Indenture Trustee, enforceable in accordance with their terms.

SECTION 6.14 COLT Indenture Trustee May Enforce Claims Without Possession of COLT 20    -SN   Secured Notes. All rights of action and claims under this COLT Indenture or the COLT 20    -SN   Secured Notes may be prosecuted and enforced by the COLT Indenture Trustee without the possession of any of the COLT 20    -SN   Secured Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the COLT Indenture Trustee shall be brought in its own name as COLT Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the COLT Indenture Trustee, its agents and counsel, be for the ratable benefit of the COLT 20    -SN   Secured Noteholders in respect of which such judgment has been obtained.

SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur and be continuing, the COLT Indenture Trustee, in its discretion may, subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the COLT 20    -SN   Secured Noteholders under this COLT Indenture by a Proceeding whether for the specific performance of any covenant or agreement contained in this COLT Indenture or in aid of the execution of any power granted in this COLT Indenture or for the enforcement of any other legal, equitable or other remedy as the COLT Indenture Trustee, being advised by counsel, shall deem necessary to protect and enforce any of the rights of the COLT Indenture Trustee or the COLT 20    -SN   Secured Noteholders.

SECTION 6.16 Rights of COLT 20    -SN   Secured Noteholders to Direct COLT Indenture Trustee. The Holders of not less than a majority of the Outstanding Amount of the COLT 20    -SN   Secured Notes, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the COLT Indenture Trustee or exercising any trust or power conferred on the COLT Indenture Trustee; provided, however, that subject to Section 6.1, the COLT Indenture Trustee shall have the right to decline to follow any such direction if the COLT Indenture Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the COLT Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or

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subject it to personal liability; and provided, further, that nothing in this COLT Indenture shall impair the right of the COLT Indenture Trustee to take any action deemed proper by the COLT Indenture Trustee and which is not inconsistent with such direction by the COLT 20    -SN   Secured Noteholders.

ARTICLE VII

COLT 20    -SN   SECURED NOTEHOLDERS’ LISTS AND REPORTS

SECTION 7.1 COLT to Furnish COLT Indenture Trustee Names and Addresses of COLT 20    -SN   Secured Noteholders. COLT shall furnish or cause to be furnished by the Servicer to the COLT Indenture Trustee (a) not more than five days before each Payment Date, a list, in such form as the COLT Indenture Trustee may reasonably require, of the names and addresses of the Holders of COLT 20    -SN   Secured Notes as of the close of business on the related Record Date, and (b) at such other times as the COLT Indenture Trustee may request in writing, within 14 days after receipt by COLT of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the COLT Indenture Trustee is the Secured Note Registrar, no such list shall be required to be furnished.

SECTION 7.2 Preservation of Information, Communications to COLT 20    -SN   Secured Noteholders.

(a) The COLT Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of COLT 20    -SN   Secured Notes contained in the most recent list furnished to the COLT Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of COLT 20    -SN   Secured Notes received by the COLT Indenture Trustee in its capacity as Secured Note Registrar. The COLT Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

(b) COLT 20    -SN   Secured Noteholders may communicate pursuant to TIA § 312(b) with other COLT 20    -SN   Secured Noteholders with respect to their rights under this COLT Indenture or under the COLT 20    -SN   Secured Notes.

(c) COLT, the COLT Indenture Trustee and the Secured Note Registrar shall have the protection of TIA § 312(c).

SECTION 7.3 Reports by COLT

(a) COLT shall:

(i) file with the COLT Indenture Trustee within 15 days after COLT is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which COLT may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or Item 1122 of Regulation AB;

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(ii) file with the COLT Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by COLT with the conditions and covenants of this COLT Indenture as may be required from time to time by such rules and regulations; and

(iii) supply to the COLT Indenture Trustee (and the COLT Indenture Trustee shall transmit by mail to all COLT 20    -SN   Secured Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.

(b) Unless COLT otherwise determines, the fiscal year of COLT shall end on December 31 of such year.

SECTION 7.4 Reports by Trustee. If required by TIA § 313(a),within 60 days after each August 15, beginning with August 15, 20    , the COLT Indenture Trustee shall mail to each COLT 20    -SN   Secured Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The COLT Indenture Trustee also shall comply with TIA § 313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to COLT 20    -SN   Secured Noteholders, be filed by the COLT Indenture Trustee with the Commission and each stock exchange, if any, on which the COLT 20    -SN   Secured Notes are listed. COLT shall notify the COLT Indenture Trustee if and when the COLT 20    -SN   Secured Notes are listed on any stock exchange.

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the COLT Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the COLT Indenture Trustee pursuant to this COLT Indenture and the COLT 20    -SN   Basic Documents. The COLT Indenture Trustee shall apply all such money received by it with respect to the COLT 20    -SN   Trust Estate as provided in this COLT Indenture, the COLT Servicing Agreement and any other COLT 20    -SN   Basic Document to which it is a party. Except as otherwise expressly provided in this COLT Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the COLT 20    -SN   Trust Estate, the COLT Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Event of Default under this COLT Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2 Designated Accounts; Allocations; Payments.

(a) On or prior to the Series 20    -SN   Closing Date, COLT shall cause the Servicer to establish and maintain, in the name of the COLT Indenture Trustee, for the benefit of the COLT 20    -SN   Secured Noteholders, the Designated Accounts in accordance with the COLT Servicing Agreement.

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(b) On or before each Payment Date, (i) amounts shall be deposited in the COLT Collection Account as provided in Section 3.03(a) and (b) of the COLT Servicing Agreement and (ii) the Aggregate Secured Note Interest Distributable Amount for such Payment Date, the Secured Note Principal Distributable Amount for such Payment Date and all other amounts payable on such Payment Date pursuant to Section 3.03(c) of the COLT Servicing Agreement, shall be transferred from the COLT Collection Account to the COLT 20    -SN   Secured Noteholders and the CARAT Collection Account, as applicable, as and to the extent provided in Section 3.03(c) of the COLT Servicing Agreement.

SECTION 8.3 General Provisions Regarding Designated Accounts.

(a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Designated Accounts shall be invested in Eligible Investments and reinvested by the COLT Indenture Trustee upon a COLT Order, subject to the provisions of the COLT Servicing Agreement. COLT shall not direct the COLT Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the COLT Indenture Trustee to make any such investment or sale, if requested by the COLT Indenture Trustee, COLT shall deliver to the COLT Indenture Trustee an Opinion of Counsel acceptable to the COLT Indenture Trustee, to such effect.

(b) Subject to Section 6.1(c), the COLT Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Designated Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the COLT Indenture Trustee’s failure to make payments on such Eligible Investments issued by the COLT Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c) If (i) COLT shall have failed to give written investment directions for any funds on deposit in the Designated Accounts to the COLT Indenture Trustee by 11:00 A.M., New York City time (or such other time as may be agreed by COLT and the COLT Indenture Trustee) on any Business Day or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the COLT 20    -SN   Secured Notes but the COLT 20    -SN   Secured Notes shall not have been declared due and payable pursuant to Section 5.2, or (iii) if the COLT 20    -SN   Secured Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the COLT 20    -SN   Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration, then the COLT Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Designated Accounts in [Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, # 462.]”

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SECTION 8.4 Release of the COLT 20    -SN   Trust Estate.

(a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the COLT Indenture Trustee may, and when required by the provisions of this COLT Indenture shall, execute instruments to release property from the Lien of this COLT Indenture, or convey the COLT Indenture Trustee’s interest in the same, in a manner and under circumstances that are consistent with the provisions of this COLT Indenture. No party relying upon an instrument executed by the COLT Indenture Trustee as provided in this Article VIII, shall be bound to ascertain the COLT Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b) The COLT Indenture Trustee shall, at such time as there are no COLT 20    -SN   Secured Notes Outstanding and all sums due to the COLT Indenture Trustee pursuant to Section 6.7 and any CARAT Collection Account Shortfall Amounts pursuant to Section 3.03(c) of the COLT Servicing Agreement have been paid, notify COLT thereof in writing and upon receipt of a COLT Request, release any remaining portion of the COLT 20    -SN   Trust Estate that secured the COLT 20    -SN   Secured Notes from the Lien of this COLT Indenture and release to COLT or any other Person entitled thereto any funds then on deposit in the Designated Accounts. The COLT Indenture Trustee shall release property from the lien of this COLT Indenture pursuant to this Section 8.4(b) only upon receipt by it of a COLT Request, an Officer’s Certificate and an Opinion of Counsel and (if required by the TIA) Independent Certificate in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

SECTION 8.5 Opinion of Counsel. The COLT Indenture Trustee shall receive at least seven days’ notice when requested by COLT to take any action pursuant to Section 8.4, accompanied by copies of any instruments involved, and the COLT Indenture Trustee shall also require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the COLT Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action shall not materially and adversely impair the security for the COLT 20    -SN   Secured Notes or the rights of the COLT 20    -SN   Secured Noteholders in contravention of the provisions of this COLT Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the COLT 20    -SN   Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the COLT Indenture Trustee pursuant to the provisions of this COLT Indenture in connection with any such action.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1 Supplemental Indentures Without Consent of COLT 20    -SN   Secured Noteholders.

(a) Without the consent of the Holders of any COLT 20    -SN   Secured Notes but with prior notice to the Rating Agencies by COLT (if any Rated Notes are outstanding), COLT and the COLT Indenture Trustee, when authorized by a COLT Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the

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provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the COLT Indenture Trustee, for any of the following purposes:

(i) to correct or amplify the description of any property at any time subject to the lien of this COLT Indenture, or better to assure, convey and confirm unto the COLT Indenture Trustee any property subject or required to be subjected to the Lien of this COLT Indenture, or to subject additional property to the Lien of this COLT Indenture;

(ii) to evidence the succession, in compliance with Section 3.11 and the applicable provisions hereof, of another Person to COLT, and the assumption by any such successor of the covenants of COLT contained herein and in the COLT 20    -SN   Secured Notes;

(iii) to add to the covenants of COLT for the benefit of the COLT 20    -SN   Secured Noteholders or to surrender any right or power herein conferred upon COLT;

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the COLT Indenture Trustee;

(v) to cure any ambiguity or to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or in any COLT 20    -SN   Basic Document;

(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional indenture trustee with respect to the COLT 20    -SN   Secured Notes and the COLT Indenture and to add to or change any of the provisions of this COLT Indenture as shall be necessary to facilitate the administration of the trust hereunder by more than one indenture trustee, pursuant to the requirements of Article VI; or

(vii) to modify, eliminate or add to the provisions of this COLT Indenture to such extent as shall be necessary to effect the qualification of this COLT Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this COLT Indenture such other provisions as may be expressly required by the TIA, and the COLT Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b) COLT and the COLT Indenture Trustee, when authorized by a COLT Order, may, also without the consent of any of the COLT 20    -SN   Secured Noteholders but with prior notice to the Rating Agencies by COLT (if any Rated Notes are outstanding), at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this COLT Indenture or modifying in any manner the rights of the COLT 20    -SN   Secured Noteholders under this COLT Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any COLT 20    -SN   Secured Noteholder unless such COLT 20    -SN   Secured Noteholder’s consent is obtained.

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SECTION 9.2 Supplemental Indentures with Consent of COLT 20    -SN   Secured Noteholders.

(a) COLT and the COLT Indenture Trustee, when authorized by a COLT Order, also may, with prior notice to the Rating Agencies by COLT (if any Rated Notes are outstanding) and with the written consent of the Holders of not less than a majority of the Outstanding Amount of COLT 20    -SN   Secured Notes affected in any material respect thereby, by Act of such Holders delivered to COLT and the COLT Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this COLT Indenture or modifying in any manner the rights of the COLT 20    -SN   Secured Noteholders under this COLT Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding COLT 20    -SN   Secured Note affected thereby:

(i) change the due date of any installment of principal of or interest on any COLT 20    -SN   Secured Note, or reduce the principal amount thereof, the interest rate applicable thereto, change any place of payment where, or the coin or currency in which, any COLT 20    -SN   Secured Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this COLT Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the COLT 20    -SN   Secured Notes on or after the respective due dates thereof;

(ii) reduce the percentage of the Outstanding Amount of the COLT 20    -SN   Secured Notes, the consent of the Holders of which is required for any such supplemental indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this COLT Indenture or certain defaults hereunder and their consequences as provided for in this COLT Indenture;

(iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

(iv) reduce the percentage of the Outstanding Amount of the COLT 20    -SN   Secured Notes required to direct the COLT Indenture Trustee to sell or liquidate the COLT 20    -SN   Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding COLT 20    -SN   Secured Notes;

(v) modify any provision of this Section 9.2 to decrease the required minimum percentage of the Outstanding Amount of the COLT 20    -SN   Secured Notes necessary to approve any amendments to any provisions of this COLT Indenture or any of the COLT 20    -SN   Basic Documents;

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(vi) modify any of the provisions of this COLT Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any COLT 20    -SN   Secured Notes on any Payment Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of this COLT Indenture regarding the voting of COLT 20    -SN   Secured Notes held by COLT, the Seller or any Affiliate of either of them; or

(vii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this COLT Indenture with respect to any part of the COLT 20    -SN   Collateral or of the VAULT Security Agreement with respect to any part of the Pledged Collateral or, except as otherwise permitted or contemplated herein, terminate the Lien of this COLT Indenture on any property at any time subject hereto or deprive the Holder of any COLT 20    -SN   Secured Note of the security afforded by the lien of this COLT Indenture.

(b) The COLT Indenture Trustee may in its discretion determine whether or not any COLT 20    -SN   Secured Notes would be affected (such that the consent of each Secured Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon the Holders of all COLT 20    -SN   Secured Notes, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The COLT Indenture Trustee shall not be liable for any such determination made in good faith.

(c) It shall be sufficient if an Act of COLT 20    -SN   Secured Noteholders approves the substance, but not the form, of any proposed supplemental indenture.

(d) Promptly after the execution by COLT and the COLT Indenture Trustee of any supplemental indenture pursuant to this Section 9.2, the COLT Indenture Trustee shall mail to the COLT 20    -SN   Secured Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the COLT Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 9.3 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this COLT Indenture, the COLT Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Article IX. The COLT Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the COLT Indenture Trustee’s own rights, duties, liabilities or immunities under this COLT Indenture or otherwise.

SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this COLT Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Secured Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and

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immunities under this COLT Indenture of the COLT Indenture Trustee, COLT and the COLT 20    -SN   Secured Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this COLT Indenture for any and all purposes.

SECTION 9.5 Conformity with Trust Indenture Act. Every amendment of this COLT Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this COLT Indenture shall then be qualified under the TIA.

SECTION 9.6 Reference in COLT 20    -SN   Secured Notes to Supplemental Indentures. COLT 20    -SN   Secured Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the COLT Indenture Trustee shall, bear a notation in form approved by the COLT Indenture Trustee as to any matter provided for in such supplemental indenture. If COLT or the COLT Indenture Trustee shall so determine, new COLT 20    -SN   Secured Notes so modified as to conform, in the opinion of the COLT Indenture Trustee and COLT, to any such supplemental indenture may be prepared and executed by COLT and authenticated and delivered by the COLT Indenture Trustee in exchange for Outstanding COLT 20    -SN   Secured Notes of a like Secured Note Principal Balance.

ARTICLE X

REDEMPTION OF COLT 20    -SN   SECURED NOTES

SECTION 10.1 Redemption. The COLT 20    -SN   Secured Notes are subject to redemption in whole, but not in part, upon the exercise by the Servicer of its option to purchase the Series 20    -SN   Lease Assets pursuant to Section 6.01 of the COLT Servicing Agreement. The Payment Date on which such redemption shall occur is the Optional Purchase Date identified by the Servicer in its notice of exercise of such purchase option (the “Redemption Date”). The purchase price for the COLT 20    -SN   Secured Notes shall be equal to the applicable Redemption Price. The Servicer shall furnish the COLT Indenture Trustee and the COLT 20    -SN   Secured Noteholders notice of such optional repurchase pursuant to Section 6.0 of the COLT Servicing Agreement and of the redemption of the COLT 20    -SN   Secured Notes, which notice shall identify the place where the COLT 20    -SN   Secured Notes are to be surrendered for payment of the Redemption Price. The COLT Indenture Trustee (based on such notice) shall withdraw from the COLT Collection Account and pay to the COLT 20    -SN   Secured Noteholders on the Redemption Date, the aggregate Redemption Price of the COLT 20    -SN   Secured Notes.

SECTION 10.2 COLT 20    -SN   Secured Notes Payable on Redemption Date. The COLT 20    -SN   Secured Notes shall, following notice of redemption as required by Section 6.1 of the COLT Servicing Agreement, on the Redemption Date cease to be Outstanding for purposes of this COLT Indenture and shall thereafter represent only the right to receive the applicable Redemption Price and (unless COLT shall default in the payment of such Redemption Price) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Redemption Price.

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ARTICLE XI

MISCELLANEOUS

SECTION 11.1 Compliance Certificates and Opinions, Etc.

(a) Upon any application or request by COLT to the COLT Indenture Trustee to take any action under any provision of this COLT Indenture, COLT shall furnish to the COLT Indenture Trustee: (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this COLT Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this COLT Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this COLT Indenture shall include:

(i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the judgment of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b) (i) Prior to the deposit with the COLT Indenture Trustee of any COLT 20    -SN   Trust Estate or other property or securities that is to be made the basis for the release of any property or securities subject to the Lien of this COLT Indenture, COLT shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this COLT Indenture, furnish to the COLT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such deposit) to COLT of the COLT 20    -SN   Trust Estate or other property or securities to be so deposited.

(ii) Whenever COLT is required to furnish to the COLT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (b)(i) above, COLT shall also deliver to the COLT Indenture Trustee an Independent Certificate as to the same matters, if the fair value to COLT of the COLT 20    -SN   Trust Estate and other property (such as securities) to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then current fiscal year of COLT, as set forth in

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the certificates delivered pursuant to clause (b)(i) above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the COLT 20    -SN   Secured Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to COLT as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the COLT 20    -SN   Secured Notes.

(iii) Other than with respect to the release of any Administrative Lease Assets, Warranty Lease Assets, Liquidating Lease Asset or the sale or other disposition of any related Vehicle in accordance with the COLT Servicing Agreement, whenever any property or securities are to be released from the Lien of this COLT Indenture, COLT shall also furnish to the COLT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person the proposed release will not impair the security under this COLT Indenture in contravention of the provisions hereof.

(iv) Whenever COLT is required to furnish to the COLT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signatory thereof as to the matters described in clause (b)(iii) above, COLT shall also furnish to the COLT Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than Administrative Lease Assets, Warranty Lease Assets, Liquidating Lease Asset or the sale of any other Vehicle in accordance with the COLT Servicing Agreement, or securities released from the Lien of this COLT Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (b)(iii) above and this clause (b)(iv), equals 10% or more of the Outstanding Amount of the COLT 20    -SN   Secured Notes, but such certificate need not be furnished with respect to any release of securities or other property proposed to be released if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the COLT 20    -SN   Secured Notes.

(v) Notwithstanding Section 2.10 or any other provision of this Section 11.1, COLT may (A) collect, liquidate, sell or otherwise dispose of Series 20    -SN   Lease Assets proceeds of both as and to the extent permitted or required by the COLT 20    -SN   Basic Documents, (B) make cash payments out of any Designated Accounts as and to the extent permitted or required by the COLT 20    -SN   Basic Documents and (C) take any other action not inconsistent with the TIA.

SECTION 11.2 Form of Documents Delivered to COLT Indenture Trustee.

(a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

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(b) Any certificate or opinion of an Authorized Officer of COLT may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller or COLT, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller or COLT, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

(c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this COLT Indenture, they may, but need not, be consolidated and form one instrument.

(d) Whenever in this COLT Indenture, in connection with any application or certificate or report to the COLT Indenture Trustee, it is provided that COLT shall deliver any document as a condition of the granting of such application, or as evidence of COLT’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of COLT to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the COLT Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

SECTION 11.3 Acts of COLT 20    -SN   Secured Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this COLT Indenture to be given or taken by COLT 20    -SN   Secured Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such COLT 20    -SN   Secured Noteholders in person or by agents duly appointed in writing and shall be subject to Section 5.11; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the COLT Indenture Trustee, and, where it is hereby expressly required, to COLT. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the COLT 20    -SN   Secured Noteholders, as applicable, signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this COLT Indenture and (subject to Section 6.1) conclusive in favor of the COLT Indenture Trustee and COLT, if made in the manner provided in this Section 11.3.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the COLT Indenture Trustee deems sufficient.

(c) The ownership of COLT 20    -SN   Secured Notes shall be proved by the Secured Note Register.

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(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any COLT 20    -SN   Secured Notes shall bind the Holder of every COLT 20    -SN   Secured Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the COLT Indenture Trustee or COLT in reliance thereon, whether or not notation of such action is made upon such COLT 20    -SN   Secured Note.

SECTION 11.4 Notices, Etc., to COLT Indenture Trustee, COLT and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of COLT 20    -SN   Secured Noteholders or other documents provided or permitted by this COLT Indenture to be made upon, given or furnished to or filed with:

(a) the COLT Indenture Trustee by any COLT 20    -SN   Secured Noteholder or by COLT shall be made, given, furnished or filed in writing to or with the COLT Indenture Trustee at its Corporate Trust Office, or

(b) COLT by the COLT Indenture Trustee or by any COLT 20    -SN   Secured Noteholder shall be sufficient for every purpose hereunder if in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail, return receipt requested, or by overnight mail to COLT and the COLT Owner Trustee each at the address specified in Part III of Exhibit I to the Declaration of Trust.

COLT shall promptly transmit any notice received by it from the COLT 20    -SN   Secured Noteholders to the COLT Indenture Trustee and the COLT Indenture Trustee shall likewise promptly transmit any notice received by it from the COLT 20    -SN   Secured Noteholders to COLT.

(c) Notices required to be given to the Rating Agencies by COLT, the COLT Indenture Trustee or the COLT Owner Trustee shall be delivered as specified in Part III to Exhibit A to the COLT Servicing Agreement.

SECTION 11.5 Notices to COLT 20    -SN   Secured Noteholders; Waiver.

(a) Where this COLT Indenture provides for notice to the COLT 20    -SN   Secured Noteholders of any condition or event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each COLT 20    -SN   Secured Noteholder affected by such event, at such Person’s address as it appears on the Secured Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. If notice to COLT 20    -SN   Secured Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular COLT 20    -SN   Secured Noteholder shall affect the sufficiency of such notice with respect to other 20    -SN   Secured Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received.

(b) Where this COLT Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by COLT 20    -SN   Secured Noteholders shall be filed with the COLT Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

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(c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of COLT 20    -SN   Secured Noteholders when such notice is required to be given pursuant to any provision of this COLT Indenture, then any manner of giving such notice as shall be satisfactory to the COLT Indenture Trustee shall be deemed to be a sufficient giving of such notice.

(d) Where this COLT Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Event of Default.

SECTION 11.6 Alternate Payment and Notice Provisions.

Notwithstanding any provision of this COLT Indenture or any of the COLT 20    -SN   Secured Notes to the contrary, COLT may enter into any agreement with any Holder of a COLT 20    -SN   Secured Note providing for a method of payment, or notice by the COLT Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this COLT Indenture for such payments or notices. COLT shall furnish to the COLT Indenture Trustee a copy of each such agreement and the COLT Indenture Trustee shall cause payments to be made and notices to be given in accordance with such agreements at the expense of COLT.

SECTION 11.7 Conflict with Trust Indenture Act.

(a) If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this COLT Indenture by any of the provisions of the TIA, such required provision shall control.

(b) The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this COLT Indenture) are a part of and govern this COLT Indenture, whether or not physically contained herein.

SECTION 11.8 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 11.9 Successors and Assigns.

(a) All covenants and agreements in this COLT Indenture and the COLT 20    -SN   Secured Notes by COLT shall bind its successors and assigns, whether so expressed or not.

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(b) All covenants and agreements of the COLT Indenture Trustee in this COLT Indenture shall bind its successors and assigns, whether so expressed or not.

SECTION 11.10 Severability.

In case any provision in this COLT Indenture or in the COLT 20    -SN   Secured Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.11 Benefits of COLT Indenture.

Nothing in this COLT Indenture or in the COLT 20    -SN   Secured Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and to the extent expressly provided herein, the COLT 20    -SN   Secured Noteholders and any other Person with an ownership interest in any part of the COLT 20    -SN   Trust Estate, any benefit or any legal or equitable right, remedy or claim under this COLT Indenture.

SECTION 11.12 Legal Holidays.

If the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the COLT 20    -SN   Secured Notes or this COLT Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

SECTION 11.13 GOVERNING LAW.

THIS COLT INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS COLT INDENTURE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.14 Counterparts.

This COLT Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.15 Recording of COLT Indenture.

If this COLT Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by COLT and at its expense accompanied by an Opinion of Counsel (which may be counsel to the COLT Indenture Trustee or any other counsel reasonably acceptable to the COLT Indenture Trustee) to the effect that such recording is necessary either for the protection of the Secured Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the COLT Indenture Trustee under this COLT Indenture.

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SECTION 11.16 No Recourse.

(a) Each COLT 20    -SN   Secured Noteholder agrees by acceptance of a COLT 20    -SN   Secured Note (or interest therein) that no recourse may be taken, directly or indirectly, with respect to the obligations of COLT, the COLT Owner Trustee or the COLT Indenture Trustee on the COLT 20    -SN   Secured Notes or under this COLT Indenture or any certificate or other writing delivered in connection herewith or therewith, against:

(i) the COLT Indenture Trustee or the COLT Owner Trustee in its individual capacity;

(ii) any owner of a beneficial interest in COLT;

(iii) any partner, owner, beneficiary, agent, officer, director or employee of the COLT Indenture Trustee or the COLT Owner Trustee in its individual capacity, any holder of a beneficial interest in COLT, the COLT Owner Trustee or the COLT Indenture Trustee or of any successor or assign of the COLT Indenture Trustee or the COLT Owner Trustee in its individual capacity (or any of their successors or assigns), except as any such Person may have expressly agreed (it being understood that the COLT Indenture Trustee and the COLT Owner Trustee have no such obligation in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this COLT Indenture, in the performance of any duties or obligations of COLT hereunder, the COLT Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles IV, V and VI of the Declaration of Trust; or

(iv) COLT or any portion of the assets of COLT other than with respect to the COLT 20    -SN   Trust Estate.

(b) Except as expressly provided in the COLT 20    -SN   Basic Documents, neither the Seller, the Servicer, the COLT Indenture Trustee nor the COLT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in COLT, nor any of their respective partners, owners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the COLT 20    -SN   Secured Notes or this COLT Indenture.

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SECTION 11.17 No Petition.

Each of the COLT Indenture Trustee by entering this COLT Indenture and each Holder of a COLT 20    -SN   Secured Note, by its acceptance thereof, hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all COLT 20    -SN   Secured Notes, it shall not institute against, or join any other Person in instituting against, COLT any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. This Section 11.17 shall survive the termination of this COLT Indenture.

SECTION 11.18 Inspection.

COLT agrees that, on reasonable prior notice, it shall permit any representative of the COLT Indenture Trustee, during COLT’s normal business hours, to examine all the books of account, records, reports and other papers of COLT, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss COLT’s affairs, finances and accounts with COLT’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The COLT Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the COLT Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

SECTION 11.19 Indemnification by and Reimbursement of the Servicer. The COLT Indenture Trustee acknowledges and agrees to reimburse (i) the Servicer and its directors, officers, employees and agents in accordance with the COLT Servicing Agreement and (ii) the Seller and its directors, officers, employees and agents in accordance with the COLT Servicing Agreement. The COLT Indenture Trustee further acknowledges and accepts the conditions and limitations with respect to the Servicer’s obligation to indemnify, defend and hold the COLT Indenture Trustee harmless as set forth in the COLT Servicing Agreement for any Series.

SECTION 11.20 Series Liabilities. It is expressly understood and agreed by each COLT 20    -SN   Secured Noteholder, by its acceptance of its COLT 20    -SN   Secured Note, that Series 20    -SN   is a separate series of COLT as provided in Section 3806(b)(2) of the Statutory Trust Act. As such, separate and distinct records shall be maintained for each Series Portfolio and the Trust Assets associated with Series 20    -SN   shall be held and accounted for separately from the other assets of COLT or any other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each Series of Secured Notes, shall be enforceable against the related Series Portfolio of COLT only, and not against the assets of COLT generally or any other Series Portfolio.

SECTION 11.21 Subordination. COLT and each Holder of a COLT 20    -SN   Secured Note, by accepting its COLT 20    -SN   Secured Note, acknowledges and agrees that such COLT 20    -SN   Secured Note represents indebtedness of COLT and does not represent an interest in any other assets of COLT allocated to any other Series Portfolio (including by virtue of any deficiency claim in respect of obligations not paid or otherwise satisfied from the COLT 20    -SN   Trust Estate and proceeds thereof). In furtherance of and not in derogation of the foregoing, to the extent COLT enters into other securitization transactions, including in connection with the issuance of other Series of Secured Notes, each of COLT and each COLT 20    -SN   Secured Noteholder, by accepting its COLT 20    -SN   Secured Note, acknowledges

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and agrees that it shall have no right, title or interest in or to any assets (or interests therein) (other than the COLT 20    -SN   Trust Estate) conveyed or purported to be conveyed or pledged by COLT to another Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a Lien) (“Other Assets”). To the extent that, notwithstanding the agreements and provisions contained in the preceding sentences of this subsection, COLT or any COLT 20    -SN   Secured Noteholder either (a) asserts an interest or claim to, or benefit from, Other Assets, whether asserted against or through the COLT Indenture Trustee or any other Person, or (b) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the COLT Indenture Trustee or any other Person, then COLT and each COLT 20    -SN   Secured Noteholder, by accepting its COLT 20    -SN   Secured Note, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of COLT which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable law, including insolvency laws, and whether asserted against the COLT 20    -SN   Secured Noteholder), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each COLT 20    -SN   Secured Noteholder further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.21 and the terms of this Section 11.21 may be enforced by an action for specific performance. The provisions of this Section 11.21 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this COLT Indenture.

IN WITNESS WHEREOF, COLT and the COLT Indenture Trustee have caused this COLT Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written.

CENTRAL ORIGINATING LEASE TRUST
By:
	not in its individual capacity but solely as COLT Owner Trustee

By:

Name:

Title:

                    , as COLT Indenture Trustee

By:

Name:

Title:

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Exhibit A to the

COLT 20    -SN   Indenture

FORM OF COLT 20    -SN   SECURED NOTE

Date of Issuance:
Initial Secured Note Principal Balance:	$
Secured Note Rate:	% per annum
Aggregate Initial ABS Value of All     Series 20    -SN   Lease Assets:

Central Originating Lease Trust, a Delaware statutory trust (“COLT”), for value received, hereby promises to pay on each Payment Date to                     , not in its individual capacity but solely as COLT Indenture Trustee, as pledgee of COLT, the sum of (x) the Secured Note Interest Distributable Amount due on such COLT 20    -SN   Secured Note on such Payment Date, plus (y) the holder of this COLT 20    -SN   Secured Note’s portion of the aggregate amount payable on such Payment Date in respect of principal on the COLT 20    -SN   Secured Notes pursuant to Sections 2.5(b) and 3.1 of the COLT Indenture (as defined below) pro rata based on the Secured Note Principal Balance of each such COLT 20    -SN   Secured Note. The principal of this COLT 20    -SN   Secured Note shall be due and payable in full on the Final Scheduled Date, unless an optional redemption of the COLT 20    -SN   Secured Notes has occurred pursuant to Section 10.1 of the COLT Indenture in which case such unpaid principal shall be due on the Redemption Date.

Pursuant to the COLT Indenture, dated as of             , 20     (as amended, modified or otherwise supplemented from time to time, the “COLT Indenture”), between COLT and             , a national banking association, as COLT indenture trustee (in its capacity as COLT indenture trustee and not its individual capacity, the “COLT Indenture Trustee”), COLT grants (x) to the COLT Indenture Trustee on behalf of the COLT 20    -SN   Secured Noteholders a security interest in the COLT 20    -SN   Collateral (other than the Direct COLT Pledge) to the extent set forth therein, and (y) to each COLT 20    -SN   Secured Noteholder, to the extent that, notwithstanding the terms of the VAULT Trust Agreement and the Statutory Trust Act, COLT is deemed to hold a direct ownership interest in the legal title to any Vehicle related to the Series 20    -SN   Lease Assets (and not merely a beneficial interest in VAULT representing an interest in the legal title to such Vehicle), a security interest in all of COLT’s rights in such Vehicle. In addition, pursuant to the VAULT Pledge and Security Agreement, dated as of     , 20    , by Vehicle Asset Universal Leasing Trust (“VAULT”) and acknowledged and agreed by COLT, Ally Financial Inc., Capital Auto Receivables, Inc., and Capital Auto Receivables Asset Trust 20    -SN  , VAULT pledges to each COLT 20    -SN   Secured Noteholder a security interest in all of VAULT’s legal title to the Vehicles related to the Series 20    -SN   Lease Assets to the extent set forth therein.

The sole source for payment of this COLT 20    -SN   Secured Note and all other COLT 20    -SN   Secured Notes is limited to the COLT 20    -SN   Trust Estate and such other funds as COLT may from time to time pledge to secure the payment of the COLT 20    -SN   Secured Notes; it being understood that any other assets of COLT included in any other Series Portfolio or the Residual Interest shall not be available to make payments on the COLT 20    -SN   Secured Notes.

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Capitalized terms not otherwise defined herein shall have the meanings set forth in the COLT Indenture.

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This COLT 20    -SN   Secured Note is a valid and binding obligation of COLT.

CENTRAL ORIGINATING LEASE TRUST
By:	,
	not in its individual capacity, but solely as COLT Owner Trustee
By:
Name:
Title:
Dated:	, 20

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COLT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the COLT 20    -SN   Secured Notes designed above and referred to in the within-mentioned COLT Indenture.

                    , not in its individual capacity but solely as COLT Indenture Trustee

By:

Name:

Title:

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Payment hereunder shall be made to the Holder of this COLT 20    -SN   Secured Note in accordance with the COLT Indenture and the COLT Servicing Agreement.

By acquiring a COLT 20    -SN   Note or any interest therein, each purchaser and transferee will be deemed to represent and warrant that either (A) it is not (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” as described in Section 4975(e)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code, or (iii) any entity whose underlying assets include plan assets of the foregoing or (iv) any other plan that is subject to applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code or (B) the acquisition and holding of the COLT 20    -SN   Secured Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any substantially similar applicable law.

Pursuant to Section 11.17 of the COLT Indenture, the COLT Indenture Trustee, by entering into the COLT Indenture and each holder of this COLT 20__-SN_ Secured Note, by its acceptance of this COLT 20__-SN_ Secured Note, (or interest therein), covenant and agree that it shall not, prior to the date which is one year and one day after the payment in full of all COLT 20__-SN_ Secured Notes issued by COLT, acquiesce, petition or otherwise invoke or cause COLT to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against COLT under any federal or state bankruptcy, insolvency, reorganization 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, and that such obligations shall not constitute a claim against CoLT in the event that COLT’s assets are insufficient to pay in full such obligations, in each case for one year after all COLT 20    -SN   Secured Notes are paid in full.

The obligations of COLT under this COLT 20    -SN   Secured Note shall be non-recourse to COLT and any other asset of COLT or any COLT 20    -SN   Certificateholder except to the extent described herein.

This COLT 20    -SN   Secured Note shall be effective when executed, authenticated and delivered in accordance with the COLT Indenture.

THIS COLT 20    -SN   SECURED NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREOF UNDER THIS COLT 20    -SN   SECURED NOTE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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COLT agrees, and by acquiring this COLT 20    -SN   Secured Note or interest therein the Holder of this COLT 20    -SN   Secured Note or interest therein agrees, to treat this COLT 20    -SN   Secured Note as indebtedness for federal income tax, state and local income and franchise tax, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income.

It is expressly understood and agreed by the holder of this COLT 20    -SN   Secured Note that (a) the COLT Indenture and this COLT 20    -SN   Secured Note are executed and delivered by                     , not individually or personally but solely as COLT Owner Trustee, (b) each of the representations, undertakings and agreements herein and therein made on the part of COLT is made and intended not as a personal representation, undertaking or agreement by                      but is made and intended for the purpose of binding only COLT, and (c) under no circumstances shall                      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 the COLT Indenture and this COLT 20    -SN   Secured Note.

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Exhibit B to the

COLT 20    -SN   Indenture

FORM OF CERTIFICATION

Re: the                                                                                            dated as of                      (the “Agreement”), among                                                                                                                                                                    .

I,                                                                                       , the                                                                                                            of                                                                                            (the “Company”), certify to Central Originating Lease Trust (“COLT”) and Capital Auto Receivables, LLC (“CARI”), and its officers, with the knowledge and intent that they will rely upon this certification, that:

(1) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Item 1122 of Regulation AB (the “Servicing Assessment”), and the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”) that were delivered by the Company to COLT, CARI, the COLT Owner Trustee or the CARAT Owner Trustee pursuant to the Agreement (collectively, the “Company Information”);

(2) To the best of my knowledge, the Company Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Information; and

(3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided to COLT, CARI, the COLT Owner Trustee or the CARAT Owner Trustee.

Dated:

By:

Name:

Title:

EX-99.4

EXHIBIT 99.4

COLT 20    -SN   SERVICING AGREEMENT

AMONG

CENTRAL ORIGINATING LEASE TRUST,

ALLY FINANCIAL INC.,

AS SERVICER

AND

[                    ],

AS COLT INDENTURE TRUSTEE

DATED AS OF [            ], 20    

COLT Servicing Agreement

TABLE OF CONTENTS

		Page
ARTICLE I        DEFINITIONS		1
SECTION 1.01	Definitions	1
ARTICLE II        ADMINISTRATION AND SERVICING OF LEASE ASSETS		1
SECTION 2.01	Duties of the Servicer	1
SECTION 2.02	Collection of Series 20    -SN   Lease Payments and Pull Ahead Payments	3
SECTION 2.03	Collection and Application of Security Deposits	4
SECTION 2.04	Voluntary Early Terminations	5
SECTION 2.05	Realization Upon Defaulted Series 20    -SN   Lease Assets	5
SECTION 2.06	Scheduled Expiration of Series 20    -SN   Leases	5
SECTION 2.07	Payment and Reimbursement of Liquidation Expenses	6
SECTION 2.08	Maintenance of Insurance Policies	6
SECTION 2.09	Maintenance of Enforceable Ownership Interest, Beneficial Ownership Interest and Security Interest in the Related Vehicles	6
SECTION 2.10	Custody of Lease Files	7
SECTION 2.11	Waivers, Modifications and Extensions on the Series 20    - SN   Lease Assets	7
SECTION 2.12	Covenants, Representations and Warranties of Servicer	8
SECTION 2.13	Purchase of Series 20    -SN   Lease Assets Upon Breach of Covenant	10
SECTION 2.14	Basic Servicing Fees; Additional Servicing Fees; Supplemental Servicing Fees; Payment of Certain Expenses by Servicer	10
SECTION 2.15	Servicer’s Certificate	11
SECTION 2.16	Annual Statement as to Compliance; Notice of Servicer Default	12
SECTION 2.17	Annual Report of Assessment of Compliance with Servicing Criteria	13
SECTION 2.18	Access to Certain Documentation and Information Regarding Series 20    -SN   Lease Assets	13
SECTION 2.19	Series 20    -SN   Lease Assets Schedule	13
SECTION 2.20	Additional Servicer Duties	14

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TABLE OF CONTENTS

(continued)

		Page
SECTION 2.21	Transfers of Legal Title to Vehicle	15
ARTICLE III        ESTABLISHMENT OF ACCOUNTS; DISTRIBUTIONS		16
SECTION 3.01	Establishment of COLT Collection Account and Payment Ahead Servicing Account	16
SECTION 3.02	Reserve Account	19
SECTION 3.03	Distributions	19
SECTION 3.04	COLT Collections	21
SECTION 3.05	Application of COLT Collections	22
SECTION 3.06	Advances	23
ARTICLE IV        THE SERVICER		23
SECTION 4.01	Liability of Servicer; Indemnities	23
SECTION 4.02	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer	25
SECTION 4.03	Limitation on Liability of Servicer and Others	25
SECTION 4.04	Delegation of Duties	26
SECTION 4.05	Servicer Not to Resign	26
ARTICLE V        SERVICER DEFAULTS		27
SECTION 5.01	Servicer Defaults	27
SECTION 5.02	Consequences of a Servicer Default	27
SECTION 5.03	COLT Indenture Trustee to Act; Appointment of Successor	28
SECTION 5.04	Notification to the Series 20    -SN   Further Holders and the Rating Agencies	29
SECTION 5.05	Waiver of Past Servicer Defaults	29
SECTION 5.06	Repayment of Outstanding Advances	29
ARTICLE VI        OPTIONAL PURCHASE; TERMINATION		30
SECTION 6.01	Optional Repurchase of All Series 20    -SN   Lease Assets	30
SECTION 6.02	Termination of Agreement	30
ARTICLE VII        MISCELLANEOUS PROVISIONS		30
SECTION 7.01	Amendment	30
SECTION 7.02	Protection of Title to COLT	32
SECTION 7.03	Notices	32

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TABLE OF CONTENTS

(continued)

		Page
SECTION 7.04	Governing Law	32
SECTION 7.05	Severability of Provisions	33
SECTION 7.06	Third-Party Beneficiaries	33
SECTION 7.07	Headings	33
SECTION 7.08	Binding Effect	33
SECTION 7.09	Execution in Counterparts	33
SECTION 7.10	Rights Cumulative	33
SECTION 7.11	Further Assurances	33
SECTION 7.12	No Waiver	33
SECTION 7.13	Series Liabilities	33
SECTION 7.14	No Bankruptcy Petition	34
SECTION 7.15	Limitation of Liability	34
SECTION 7.16	Information to Be Provided by the COLT Indenture Trustee	34
SECTION 7.17	Assignment	36

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EXHIBITS

EXHIBIT A	COLT Series Definitions
EXHIBIT B	Form of COLT Custodian Agreement
EXHIBIT C	Form of COLT Pull Ahead Funding Agreement

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COLT 20    -SN   SERVICING AGREEMENT

THIS COLT 20    -SN   SERVICING AGREEMENT, dated as of [            ], 20     (this “COLT Servicing Agreement” or this “Agreement”), is between CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust (“COLT”), ALLY FINANCIAL INC., a Delaware corporation (“Ally Financial”), as servicer (the “Servicer”), and [                    ], a [                    ], as COLT Indenture Trustee (the “COLT Indenture Trustee”).

WHEREAS, Deutsche Bank Trust Company Delaware, as COLT Owner Trustee (the “COLT Owner Trustee”) has entered into the Declaration of Trust, dated as of December 13, 2006, acknowledged, accepted and agreed by Central Originating Lease, LLC, a Delaware limited liability company (“COLT, LLC”), as Residual Certificateholder (as amended, modified or otherwise supplemented from to time, the “Declaration of Trust”);

WHEREAS, the COLT Owner Trustee and COLT, LLC, as the Residual Certificateholder, are entering into a COLT 20    -SN   Supplement to the Declaration of Trust, dated as of the date hereof, to segregate the Series 20    -SN   Lease Assets into a separate Series under the Declaration of Trust;

WHEREAS, COLT and the COLT Indenture Trustee are entering into the COLT Indenture, dated as of the date hereof, to provide for the issuance of the COLT 20    -SN   Secured Notes;

WHEREAS, the parties desire to enter into this Agreement to provide for, among other things, the servicing of Series 20    -SN   Lease Assets by the Servicer;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions. Capitalized terms used in this Agreement are defined in and shall have the meanings assigned to them in the COLT Series Definitions attached as Exhibit A, or if not defined therein, shall have the meanings assigned to them in the COLT Program Definitions attached as Exhibit I to the Declaration of Trust. All references herein to “this Agreement” are to this COLT Servicing Agreement as it may be amended, supplemented or otherwise modified from time to time.

ARTICLE II

ADMINISTRATION AND SERVICING OF LEASE ASSETS

SECTION 2.01 Duties of the Servicer.

(a) The Servicer is hereby authorized to act as agent for COLT and in such capacity shall manage, service, administer and make collections on and dispositions of the Series 20    -SN   Lease Assets in accordance with this Agreement with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to comparable automotive leases that it

COLT 20    -SN   Servicing Agreement

services for itself or others. Each of the COLT 20    -SN   Secured Noteholders and the COLT 20    -SN   Certificateholder, by acceptance of a COLT 20    -SN   Secured Note or the COLT 20    -SN   Certificate, as the case may be, authorizes the Servicer to service, administer and make payments on its COLT 20    -SN   Secured Note or its COLT 20    -SN   Certificate as provided herein. The Servicer hereby accepts such appointment and authorization and agrees to perform the duties of Servicer set forth herein and in any other COLT 20    -SN   Basic Document to which the Servicer is a party with respect to the Series 20    -SN   Lease Assets, the COLT 20    -SN   Secured Notes and the COLT 20    -SN   Certificates.

(b) The Servicer’s duties shall include collecting and posting of all payments, responding to inquiries of Lessees, remarketing returned Vehicles, investigating delinquencies, sending billing statements or coupon books to Lessees, reporting required tax information (if any) to Lessees, policing the Vehicles, monitoring the status of insurance policies with respect to the Lessees and the Vehicles, accounting for collections and furnishing monthly and annual statements to COLT with respect to distributions, generating federal income tax information, giving, on a timely basis, any required notices or instructions to the COLT Owner Trustee under the Declaration of Trust, giving any required instructions to VAULT under the VAULT Trust Agreement and performing the other duties specified herein or in any other COLT 20    -SN   Basic Document. Subject to the provisions of this Agreement, the Servicer shall follow its Customary Servicing Practices and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administering and collecting that it may deem necessary or desirable.

(c) Without limiting the generality of the foregoing, the Servicer is hereby designated by COLT as the true and lawful attorney and agent for and on behalf of COLT, with full power and authority to perform any and all acts related to managing, servicing, administering and collecting any part of the COLT 20    -SN   Trust Estate and any and all acts otherwise required or permitted to be performed by the Servicer under this Agreement and the other COLT 20    -SN   Basic Documents and is hereby authorized and empowered by COLT to execute and deliver, in its own name or on behalf of COLT, or both of them, as the case may be, any and all instruments of satisfaction, extension or cancellation, or of partial release or discharge, and all other comparable instruments, with respect to Series 20    -SN   Lease Assets. The Servicer also has the right, power and authority to designate in writing other Persons as true and lawful attorneys and agents for and on behalf of COLT to do anything that the Servicer has the power to do under this Agreement or the other COLT 20    -SN   Basic Documents; provided, however, that notwithstanding any such designation, the Servicer shall remain liable for the performance of the duties and obligations of the Servicer hereunder and thereunder.

(d) In addition, the Servicer shall have the full power and authority to do or cause to be done any and all things in connection with the servicing and administration of the Series 20    -SN   Lease Assets that the Servicer may deem necessary or desirable in connection with arranging for the sale or other liquidation of the Vehicles upon its receipt of possession thereof. In connection with any such sale or other liquidation of any such Vehicle, other than any sale directly or indirectly of such Vehicle to the related Lessee in accordance with the related Series 20    -SN   Lease, the Servicer shall use commercially reasonable efforts to maximize the Sale Proceeds received in connection with the sale or other liquidation of any such Vehicle; provided, however, that the Servicer shall have no liability to COLT or the Series 20    -SN   Further Holders in connection with any sale or other liquidation of a Vehicle related to a Series 20    -SN   Lease Asset to the extent the Servicer arranges for such sale or other liquidation of such Vehicle in accordance with its Customary Servicing Practices.

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(e) The Servicer is hereby authorized to commence, in its own name or in the name of COLT, a legal proceeding to enforce a defaulted Series 20    -SN   Lease Asset as contemplated by Section 2.05, to enforce all obligations of COLT under this Agreement and the other COLT 20    -SN   Basic Documents or to commence or participate in a legal proceeding (including a bankruptcy proceeding) relating to or involving a Series 20    -SN   Lease Asset. If the Servicer commences or participates in such a legal proceeding in its own name, COLT shall thereupon be deemed to have automatically assigned such Series 20    -SN   Lease Asset to the Servicer for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is hereby authorized and empowered by COLT to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. COLT shall furnish the Servicer with any powers of attorney and other documents and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement and the other COLT 20    -SN   Basic Documents. If in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Series 20    -SN   Lease Asset on the grounds that it is not a real party in interest or a holder entitled to enforce such Series 20    -SN   Lease Asset, the COLT Owner Trustee shall, at the Servicer’s expense, take such steps as the Servicer deems necessary to enforce such Series 20    -SN   Lease Asset, including bringing such suit or proceeding in the COLT Owner Trustee’s name.

SECTION 2.02 Collection of Series 20    -SN   Lease Payments and Pull Ahead Payments.

(a) The Servicer shall make commercially reasonable efforts to collect all payments called for under the terms and provisions of the Series 20    -SN   Leases as and when the same shall become due in accordance with the Servicer’s Customary Servicing Practices; provided, however, that any waiver, extension or modification of the terms of any Series 20    -SN   Lease shall be granted by the Servicer solely (i) pursuant to a Pull Ahead Program in accordance and upon full compliance with the COLT Pull Ahead Funding Agreement, which shall be substantially in the form attached as Exhibit C hereto, or (ii) in accordance with Section 2.11; and provided, further, that the Servicer shall have no obligation to collect any payments required under any Administrative Lease Asset or Warranty Lease Asset following COLT’s receipt of the related Administrative Purchase Payment or Warranty Payment, as applicable.

(b) If Ally Financial, in its capacity as agent for General Motors, or General Motors institutes a Pull Ahead Program, the Servicer shall permit a Lessee under a Series 20    -SN   Lease Asset to participate in such Pull Ahead Program, and the Servicer shall modify such Series 20    -SN   Lease by accepting the Pull Ahead Payment from Ally Financial in lieu of receiving all or a portion of the remaining Monthly Lease Payments from the related Lessee, if (but only if) the conditions to participation specified in the proviso to the first sentence of Section 2.01 of the COLT Pull Ahead Funding Agreement have been satisfied. On the first business day of each Collection Period, the Servicer (if the Servicer is not Ally Financial) shall notify the Pull Ahead Agent of the identity of all Series 20    -SN   Lease Assets that have become Pull Ahead Lease

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Assets during the immediately preceding Collection Period and the total amount of Pull Ahead Payments paid and remaining to be paid with respect to each such Pull Ahead Lease Asset. If Ally Financial, as agent for General Motors, does not timely deposit all Pull Ahead Payments in the Collection Account, the Servicer (including any successor servicer) shall use commercially reasonable efforts to collect any such unpaid Pull Ahead Payments. Consistent with the foregoing, only the Servicer (or any replacement servicer or delegate of the Servicer) shall be entitled to modify the Series 20    -SN   Lease related to any Pull Ahead Lease Asset; provided, however, that any such modification shall be subject to and consistent with the provisions of this Agreement. Consistent with the foregoing, and notwithstanding anything to the contrary contained in this Agreement (including Section 4.04) or any other COLT 20    -SN   Basic Document, General Motors shall have no right (and the Servicer shall not allow General Motors) to waive, extend or modify any provision of any Series 20    -SN   Lease whether in connection with a Pull Ahead Program or otherwise. In connection with any Pull Ahead Lease Asset, the Servicer shall charge the related Lessee any applicable Excess Wear and Excess Mileage Charges in accordance with the related Series 20    -SN   Lease and the Customary Servicing Practices, and the Servicer shall deposit any amounts received from the related Lessee on account thereof into the COLT Collection Account in accordance with Section 3.04.

(c) Upon the return of a Vehicle to a Dealer following the expiration or termination of the related Series 20    -SN   Lease, the Servicer shall cause the Dealer or an independent third party to inspect such Vehicle to ascertain whether Excess Wear and Excess Mileage Charges are due and whether there is a need for any repairs, and shall cause the Dealer or an independent third party to deliver a vehicle condition report to the Servicer. The Servicer shall require the Lessee to pay the Excess Wear and Excess Mileage Charges for each Vehicle in accordance with the terms of the applicable Series 20    -SN   Lease.

SECTION 2.03 Collection and Application of Security Deposits.

(a) The Servicer shall separately account for any Security Deposit related to the Series 20    -SN   Lease Assets remitted to it or to COLT as agent and bailee for COLT, and shall apply the proceeds of such Security Deposits in accordance with applicable law, its Customary Servicing Practices and the Series 20    -SN   Leases, including that the Servicer shall use the Security Deposit in respect of any defaulted Series 20    -SN   Lease for the payment of any amount resulting from the related Lessee’s default or failure to pay all amounts required to be paid under such Series 20    -SN   Lease and any Excess Wear and Excess Mileage Charges.

(b) In any Collection Period in which a Series 20    -SN   Lease becomes a Liquidating Lease Asset, the Servicer shall deposit into the COLT Collection Account in accordance with Section 3.04, to the extent permitted by such Series 20    -SN   Lease and applicable law, an amount equal to the lesser of (i) the related Security Deposit and (ii) any amount to which the related Security Deposit shall apply in accordance with such Series 20    -SN   Lease and applicable law, and such amount shall become part of the COLT Collections on such Series 20    -SN   Lease Asset for such Collection Period. The remainder of the related Security Deposit for any such Series 20    -SN   Lease Asset, after the deposit of the amounts, if any, referenced in the preceding sentence, shall be returned to the related Lessee by the Servicer; provided, however, that the Servicer may separately account for a Security Deposit (including any interest therein) until the Lessee has repaid all other charges owed under such Series 20    - SN   Lease. As part of its Supplemental Servicing Fee, the Servicer shall also be entitled to the earnings from the investment of Security Deposits retained as and to the extent permitted by applicable law and the applicable Series 20    -SN   Lease and to the extent not required to be paid to the Lessees.

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SECTION 2.04 Voluntary Early Terminations. If under any Series 20    -SN   Lease the Lessee exercises its option to terminate such Series 20    -SN   Lease prior to its Scheduled Lease End Date, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to the related Vehicle to the Person purchasing the related Vehicle. If neither the Lessee nor the Dealer purchases the related Vehicle, the Servicer shall, as soon as reasonably practicable, consign such Vehicle to a motor vehicle wholesale or retail dealer for resale, sell such Vehicle at a private or public sale or take other commercially reasonable actions in order to dispose of such Vehicle. In connection with the sale of any Vehicle in accordance with this Section 2.04, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to such Vehicle to the purchaser thereof.

SECTION 2.05 Realization Upon Defaulted Series 20    -SN   Lease Assets. The Servicer shall use commercially reasonable efforts, consistent with its Customary Servicing Practices, to repossess or otherwise comparably gain control of any Vehicle that it has reasonably determined should be repossessed or otherwise controlled following a default under the related Series 20    -SN   Lease. The Servicer shall follow its Customary Servicing Practices, which practices, policies and procedures may include, among other things, exercising commercially reasonable efforts to realize upon any recourse to any Dealers, consigning a Vehicle to a motor vehicle wholesale or retail dealer for resale, selling such Vehicle at a public or private sale and taking other actions in order to realize upon such Series 20    -SN   Lease and/or Vehicle. The Servicer is authorized to commence legal proceedings with respect to a Lease Asset in its own name or in the name of COLT. In connection with the sale of any Vehicle in accordance with this Section 2.05, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to such Vehicle to the purchaser thereof. The Servicer is hereby authorized to exercise its discretion consistent with its Customary Servicing Practices and the terms of the COLT 20    -SN   Basic Documents, in servicing the Liquidating Lease Assets so as to maximize the net collection of those Liquidating Lease Assets, including the discretion to choose to sell or not to sell any of the Liquidating Lease Assets on behalf of COLT.

SECTION 2.06 Scheduled Expiration of Series 20    -SN   Leases. At the Scheduled Lease End Date for each Series 20    -SN   Lease (or, with respect to any Extended Lease, the date to which such Scheduled Lease End Date has been extended), if the Lessee elects to exercise its option under such Lease to purchase the related Vehicle, the Servicer shall determine whether the Dealer that originated such Lease or COLT will sell the Vehicle to the Lessee. If the Dealer is to sell the Vehicle to the Lessee, upon receipt of the purchase price for such Vehicle from the Dealer and upon direction from the Dealer, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to such Vehicle to the Lessee. If COLT is to sell the Vehicle to the Lessee, upon receipt of the Lessee Purchase Amount, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to such Vehicle to the Lessee. If the Lessee does not exercise its option to purchase the related Vehicle at the Scheduled Lease End Date (or, with respect to any Extended Lease, the date to which such Scheduled Lease End Date has been extended), the Servicer shall determine if a Dealer will purchase such Vehicle. If a

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Dealer elects to purchase the related Vehicle, upon receipt of the purchase price for such Vehicle from the Dealer, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to such Vehicle to such Dealer. If neither the Lessee nor a Dealer purchases the related Vehicle, the Servicer shall, as soon as reasonably practicable, consign such Vehicle to a wholesale or retail motor vehicle dealer for resale, sell such Vehicle at a private or public sale or take other commercially reasonable actions in order to dispose of such Vehicle. In connection with the sale of any Vehicle in accordance with this Section 2.06, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to such Vehicle to the purchaser thereof.

SECTION 2.07 Payment and Reimbursement of Liquidation Expenses.

(a) In connection with the repossession or sale of any Vehicle, the Servicer shall be entitled, if such Vehicle shall have sustained any damage, to expend funds in connection with any repair or towards the repossession of such Vehicle if it has determined in its discretion that such repair and/or repossession shall increase the proceeds of liquidation of the Vehicle and related Series 20    -SN   Lease by an amount greater than the amount of such expenses.

(b) The Servicer shall be entitled to be reimbursed for the amount of any Liquidation Expenses it has paid with respect to each Series 20    -SN   Lease Asset at such time as the related Vehicle has been sold or otherwise disposed of by the Servicer in accordance with Section 3.03(b)(iii).

SECTION 2.08 Maintenance of Insurance Policies. The Servicer shall, in accordance with its Customary Servicing Practices, require that each Lessee shall have obtained all insurance required to be obtained by the Lessee under the applicable Series 20    -SN   Lease. The Servicer shall, in accordance with its Customary Servicing Practices, monitor such insurance with respect to each Series 20    -SN   Lease to the extent required by its Customary Servicing Practices. If a Lessee under any Series 20    -SN   Lease Asset fails to obtain or maintain any insurance required under the related Series 20    -SN   Lease, the Servicer shall act in accordance with its Customary Servicing Practices. The Servicer shall, in accordance with its Customary Servicing Practices, take all actions which are necessary so that COLT is and remains covered by insurance with terms that are (1) customary for a lessor of leased vehicles and (2) consistent with the coverage that the Servicer maintains for its own portfolio of leases and leased vehicles, although the Servicer may instead indemnify COLT against the risks that would be covered by such insurance if the Servicer’s long-term unsecured debt rating is at least “BBB-” by S&P and “Baa3” by Moody’s. The Servicer shall also deposit, out of its own funds, into the COLT collection account an amount equal to the amount of an insurable loss incurred by COLT with respect to a lease asset that is not paid under an insurance policy.

SECTION 2.09 Maintenance of Enforceable Ownership Interest, Beneficial Ownership Interest and Security Interest in the Related Vehicles. The Servicer shall, in accordance with its Customary Servicing Practices, take such steps as are necessary to (a) establish and maintain the enforceable ownership interest of VAULT in the Vehicles related to the Series 20    -SN   Lease Assets in accordance with the VAULT Trust Agreement, (b) establish and maintain COLT’s beneficial ownership interest in the Vehicles related to the Series 20    -SN   Lease Assets in accordance with the VAULT Trust Agreement and (c) establish and maintain the perfection of the COLT 20    -SN   Secured Noteholders’ security interest in the Vehicles related to the Series 20    -SN   Lease Assets. Each COLT 20    -SN   Secured Noteholder hereby authorizes the Servicer to re-perfect such security interest on its behalf as may be needed from time to time.

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SECTION 2.10 Custody of Lease Files. Simultaneously with the execution and delivery of this Agreement, COLT 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 20    -SN   Lease Asset on or prior to the Series 20    -SN   Closing Date on behalf of the COLT 20    -SN   Secured Noteholders:

(a) the fully executed original of such Series 20    -SN   Lease;

(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 Ally Financial’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 Ally Financial 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 Ally Financial; and

(e) any and all other documents that Ally Financial keeps on file in accordance with its customary procedures relating to any Series 20    -SN   Lease, Lessee or related Vehicle, including any written modifications or extensions.

SECTION 2.11 Waivers, Modifications and Extensions on the Series 20    -SN   Lease Assets.

(a) The Servicer may, in its discretion and in accordance with its Customary Servicing Practices: (i) waive any late payment charge or penalty interest provision or any other provision of any Series 20    -SN   Lease; (ii) extend the term of any Series 20    -SN   Lease and/or the due date for any payment due from the Lessee thereunder; (iii) modify any provision of any Series 20    -SN   Lease; (iv) accept extended performance under any Series 20    -SN   Lease Asset; and (v) take any other action to waive, extend or modify any of the obligations of the Lessee under any Series 20    -SN   Lease; provided, however, that the Servicer shall not grant any such waiver, extension or modification or take any other action if such waiver, extension, modification or other action would (A) impair the enforceable ownership interest of VAULT, the beneficial ownership interest of COLT, the Lien of the COLT 20    -SN   Secured Noteholders in the related Vehicle or the Lien of the COLT Indenture Trustee for the ratable benefit of the COLT 20    -SN   Secured Noteholders in such Series 20    -SN   Lease, (B) reduce the aggregate dollar amount of the Monthly Lease Payments due under any Series 20    -SN   Lease Asset, (C) extend the term of any Series 20    -SN   Lease Asset beyond the last day of the sixth Collection Period immediately preceding the Final Scheduled Payment Date, or (D) modify the amounts due from the Lessee upon the termination of any Series 20    -SN   Lease, except that the Servicer may reduce the Lessee Purchase Amount under any Series 20    -SN   Lease

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Asset (1) to the extent that the Servicer has determined, in its discretion, that the reduction of such Lessee Purchase Amount is reasonably likely to maximize the Sale Proceeds received by the Servicer in connection with the sale or other liquidation of the related Vehicle, or (2) otherwise in accordance with its Customary Servicing Practices; and provided, further, that the foregoing provisions shall not prohibit the Servicer’s waiver of the Lessee’s payment of all or a portion of the remaining Monthly Lease Payments with respect to any Pull Ahead Lease Asset pursuant to Section 2.02(b).

(b) Notwithstanding any waiver, extension, modification or other action taken by the Servicer with respect to a Series 20    -SN   Lease in accordance with Section 2.11(a), the Servicer may (but shall not be obligated to) make Monthly Payment Advances and Residual Advances in accordance with Section 3.06 and shall calculate the ABS Value of such Series 20    -SN   Lease Asset as if such waiver, extension, modification or other action had not occurred.

SECTION 2.12 Covenants, Representations and Warranties of Servicer.

(a) The Servicer covenants, with respect to each Series 20    -SN   Lease Asset, that from and after the Series 20    -SN   Closing Date:

(i) Legal Title to Vehicles. Except as otherwise expressly contemplated by this Agreement and the VAULT Trust Agreement, the Servicer shall maintain VAULT as the legal title holder of the related Vehicle;

(ii) No Impairment. The Servicer shall do nothing to impair the rights of COLT, CARAT or the Series 20    -SN   Further Holders in and to such Series 20    -SN   Lease Asset and shall not create or permit to exist on any Series 20    -SN   Lease Asset any Lien that arises from any act or omission of the Servicer or with respect to which the Servicer has any payment liability; provided, however, that the foregoing covenant shall not limit or impair the Servicer’s right to receive payments owing to it hereunder, including repayment of Advances made pursuant to the terms hereof; and

(iii) Payment of Sales and Use Tax Amounts and other State Tax Covenants. The Servicer shall use commercially reasonable efforts to pay all amounts it has received from the Lessee under such Series 20    -SN   Lease Asset with respect to Sales and Use Tax Amounts to the applicable taxing authorities as the same shall become due and payable under applicable law. Upon having actual knowledge of any Lien of any applicable state taxing authority upon such Series 20    -SN   Lease Asset, the Servicer shall use commercially reasonable efforts to cause such Series 20    -SN   Lease Asset to be released from such Lien.

(b) The Servicer hereby represents and warrants as of the Series 20    -SN   Closing Date:

(i) Organization and Good Standing. The Servicer has been duly organized and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and has the power, authority and legal right to service the Series 20    -SN   Lease Assets;

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(ii) Due Qualification. The Servicer is duly qualified to do business as an entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Series 20    -SN   Lease Assets as required by this Agreement) requires such qualification;

(iii) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and each other COLT 20    -SN   Basic Document to which it is a party and to carry out its terms, and the execution, delivery and performance of this Agreement and each other COLT 20    -SN   Basic Document to which the Servicer is a party have been duly authorized by the Servicer by all necessary corporate action;

(iv) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Servicer 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;

(v) No Violation. The consummation of the transactions contemplated by this Agreement and each other COLT 20    -SN   Basic Document to which the Servicer is a party, and the fulfillment of the terms of this Agreement and each other COLT 20    -SN   Basic Document to which the Servicer is a party, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or by laws of the Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it is bound, 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 or violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or any of its properties; and

(vi) No Proceedings. There are no investigations or Proceedings pending or, to the Servicer’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity any COLT 20    -SN   Basic Document, (B) seeking to prevent the issuance of the COLT 20    -SN   Secured Notes or the consummation of any of the transactions contemplated by any COLT 20    -SN   Basic Document, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of any COLT 20    -SN   Basic Document.

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SECTION 2.13 Purchase of Series 20    -SN   Lease Assets Upon Breach of Covenant. Upon discovery by the Servicer, the COLT Owner Trustee or any Series 20    -SN   Further Holder of a breach of any of the covenants set forth in Sections 2.08(b), 2.09, 2.11(a) and 2.12(a) that materially and adversely affects any Series 20    -SN   Lease Asset, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following its discovering or receiving notice of such breach (or at the Servicer’s election, the last day of the first Collection Period so following), the Servicer shall, unless it shall have cured such breach in all material respects, purchase from COLT any Series 20    -SN   Lease Asset materially and adversely affected by such breach and, on or prior to the related Payment Date, the Servicer shall deposit into the COLT Collection Account the Administrative Purchase Payment, and shall be entitled to receive the Released Administrative Amount, if any. The obligation of the Servicer to purchase any Series 20    -SN   Lease Asset with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Servicer for such breach available to the Series 20    -SN   Further Holders or COLT.

Upon payment of the Administrative Purchase Payment with respect to any Administrative Lease Asset pursuant to this Section 2.13, COLT shall assign to the Servicer, without recourse, representation or warranty, all of COLT’s right, title and interest in and to such Series 20    -SN   Lease Asset, all monies due thereon, proceeds from insurance policies to the extent relating to such Series 20    -SN   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 20    -SN   Lease Asset and any documents relating thereto, such assignment being an assignment outright and not for security; and the Servicer shall thereupon own the same free of all further obligation to COLT and the Series 20    -SN   Further Holders with respect thereto. The Servicer shall then release its claim for reimbursement of the portion of any Outstanding Advances made with respect to such Administrative Lease Asset.

SECTION 2.14 Basic Servicing Fees; Additional Servicing Fees; Supplemental Servicing Fees; Payment of Certain Expenses by Servicer.

(a) On each Payment Date, the Servicer (or its designee) shall receive Basic Servicing Fees and Additional Servicing Fees out of the Available Distribution Amount in respect of the Series 20    -SN   Lease Assets. The Servicer (or its designee) shall receive the Supplemental Servicing Fee from any other amounts on account thereof collected by the Servicer hereunder when and as paid without any obligation to COLT or any Series 20    -SN   Further Holder and shall have no obligation to deposit any such amount in the COLT Collection Account. To the extent that any amount of Supplemental Servicing Fees shall be held in the COLT Collection Account or any other account established hereunder or under any other COLT 20    -SN   Basic Document, such amount shall be withdrawn therefrom and paid to the Servicer (or its designee) upon presentation of a certificate signed by a Responsible Officer of the Servicer setting forth, in reasonable detail, the amount of such Supplemental Servicing Fee.

(b) The Servicer shall pay from its own funds (including Basic Servicing Fees and Additional Servicing Fees paid to it but excluding any property in the COLT 20    -SN   Trust Estate) all expenses incurred by it in connection with its activities under this Agreement and the other COLT 20    -SN   Basic Documents, including (i) fees and expenses of the COLT Owner

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Trustee under Section 6.9 of the Declaration of Trust and under each Series Supplement, (ii) fees and expenses of the COLT Indenture Trustee under the COLT Indenture, (iii) fees and expenses of the VAULT Trustee under the VAULT Trust Agreement, (iv) fees and disbursements of independent accountants retained in connection with this Agreement, (v) taxes imposed on the Servicer, expenses incurred in connection with distributions and reports by the Servicer or on its behalf to the COLT 20    -SN   Secured Noteholders or the COLT 20    -SN   Certificateholder, (vi) any Liquidation Expenses with respect to the Series 20    -SN   Lease Assets in accordance with Section 2.07(a), and (vii) all other fees and expenses not expressly stated under this Agreement to be for the account of the COLT 20    -SN   Secured Noteholders or the COLT 20    -SN   Certificateholder; provided, however, that the Servicer shall be entitled to reimbursement in accordance with Sections 2.07(b) and 3.03(b)(iii)(B) for any Liquidation Expenses incurred with respect to the Series 20    -SN   Lease Assets.

SECTION 2.15 Servicer’s Certificate. On each Determination Date, the Servicer shall deliver a Servicer’s Certificate to the Series 20    -SN   Further Holders and the Rating Agencies (if any Rated Notes are outstanding). The Servicer’s Certificate shall contain the following information with respect to the Series 20    -SN   Lease Assets and the COLT 20    -SN   Secured Notes for the following Payment Date and the related Collection Period:

(i) the aggregate amount on deposit in the Payment Ahead Servicing Account, the aggregate amount of Applied Payments Ahead for such Payment Date and the aggregate amount of Payments Ahead as of the last day of the related Collection Period and the change in such amount from the last day of the preceding Collection Period;

(ii) the aggregate amount of Outstanding Advances after taking into account all withdrawals and deductions on such Payment Date;

(iii) the amount of COLT Collections for the related Collection Period;

(iv) the Basic Servicing Fee and Additional Servicing Fee payable to the Servicer with respect to the related Collection Period;

(v) the amount, if any, to be withdrawn from the Reserve Account on such Payment Date;

(vi) the Reserve Account Available Amount on such Payment Date (after giving effect to any withdrawals to be made on such date) and the Reserve Account Required Amount on such Payment Date;

(vii) the number and Aggregate ABS Value of all Series 20    -SN   Lease Assets at the close of business on the last day of the second preceding Collection Period, the number and Aggregate ABS Value of all Series 20    -SN   Lease Assets at the close of business on the last day of the related Collection Period and the amount of the Aggregate Noteholders’ Principal Distributable Amount for such Payment Date;

(viii) updated pool composition information as of the end of the Collection Period, such as weighted average implied lease rate, weighted average life, weighted average remaining term, prepayment amounts, turn-in rates and residual value realization rates;

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(ix) delinquency and loss information for the period and any material changes in determining or defining delinquencies, charge-offs and uncollectible accounts;

(x) the COLT 20    -SN   Secured Note Rate;

(xi) the aggregate Secured Note Monthly Accrued Interest for the related Collection Period;

(xii) the Aggregate Secured Note Interest Distributable Amount for such Payment Date;

(xiii) the Secured Note Principal Distributable Amount for such Payment Date;

(xiv) the Aggregate Secured Note Principal Balance of the COLT 20    -SN   Secured Notes after giving effect to all distributions to be made on such Payment Date;

(xv) the aggregate Warranty Payments;

(xvi) the aggregate Administrative Purchase Payments;

(xvii) the Aggregate Residual Losses during the related Collection Period; and

(xviii) material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures used to acquire or select the Series 20    -SN   Lease Assets, if any.

SECTION 2.16 Annual Statement as to Compliance; Notice of Servicer Default.

(a) The Servicer shall, at its expense, deliver to the COLT Indenture Trustee and the COLT Owner Trustee, each COLT 20    -SN   Secured Noteholder and the COLT 20    -SN   Certificateholder, on or before March 15 of each year, beginning March 15, 20__, an officer’s certificate signed by the President or any Vice President of the Servicer dated as of December 31 of the immediately preceding year, in each instance stating all information required under Item 1123 of Regulation AB, including that (i) a review of the activities of the Servicer during the preceding 12-month period (or, with respect to the first such certificate, such period as shall have elapsed from the Series 20    -SN   Closing Date to the date of such certificate) and of the Servicer’s performance under this Agreement and the other COLT 20    -SN   Basic Documents has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled in all material respects all its obligations under such agreements throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate may be obtained by any COLT 20    -SN   Secured Noteholder or the COLT 20    -SN   Certificateholder by a request in writing to the COLT Indenture Trustee or the COLT Owner Trustee, respectively, addressed to the applicable Corporate Trust Office.

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(b) The Servicer shall deliver to COLT and the Trust, on or before March 15 of each year, beginning on March 15, 20    , a report regarding the Servicer’s assessment of compliance within the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

(c) The Servicer shall deliver to the Series 20    -SN   Further Holders and the Rating Agencies (if any Rated Notes are outstanding) promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an officer’s certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default.

SECTION 2.17 Annual Report of Assessment of Compliance with Servicing Criteria.

(a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or its Affiliates, to deliver to COLT, the Trust, the COLT Indenture Trustee, the COLT Owner Trustee, the CARAT Indenture Trustee and the CARAT Owner Trustee on or before March 15 of each year, beginning March 15, 20    , a report (the “Report of Assessment of Compliance with Servicing Criteria”) delivered to the Board of Directors of the Servicer and to the COLT Indenture Trustee, the COLT Owner Trustee, the CARAT Indenture Trustee and the CARAT Owner Trustee that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year.

(b) A copy of the Report of Assessment of Compliance with Servicing Criteria received pursuant to Section 2.17(a) shall be delivered by the Servicer to the COLT Indenture Trustee, the COLT Owner Trustee, the CARAT Indenture Trustee and the CARAT Owner Trustee on or before March 15 of each year beginning March 15, 20    .

(c) A copy the Report of Assessment of Compliance with Servicing Criteria may be obtained by any CARAT 20    -SN   Noteholder or CARAT 20    -SN   Certificateholder by a request in writing to COLT or the Trust addressed to the Corporate Trust Office of the COLT Indenture Trustee, the COLT Owner Trustee, the CARAT Indenture Trustee or the CARAT Owner Trustee.

SECTION 2.18 Access to Certain Documentation and Information Regarding Series 20    -SN   Lease Assets. The Servicer shall provide to the Series 20    -SN   Further Holders reasonable access to the documentation regarding the Series 20    -SN   Lease Assets. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours at offices of the Servicer designated by the Servicer containing such records. Nothing in this Section 2.17 shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding Lessees, and the failure of the Servicer to provide access as provided in this Section 2.17 as a result of such obligation shall not constitute a breach of this Section 2.17.

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SECTION 2.19 Series 20    -SN   Lease Assets Schedule. The Servicer shall maintain, and shall furnish to any Series 20    -SN   Further Holder upon request, a schedule of Series 20    -SN   Lease Assets in electronic form identifying each Lease Asset owned by COLT that has been allocated as a Series 20    -SN   Lease Asset (the “Series 20    -SN   Lease Assets Schedule”). The Series 20    -SN   Lease Assets Schedule shall be updated promptly to reflect the termination of any Series 20    -SN   Lease Asset and the removal of any Series 20    -SN   Lease Asset, including any Liquidating Lease Asset, Administrative Lease Asset, or Warranty Lease Asset. If the Servicer, during a Collection Period, assigns to a Series 20    -SN   Lease Asset an account number that differs from the account number previously identifying such Series 20    -SN   Lease Asset on the Series 20    -SN   Lease Assets Schedule, the Servicer shall amend the Series 20    -SN   Lease Assets Schedule by the related Payment Date to report the newly assigned account number. Each such amendment shall list all new account numbers assigned to Series 20    -SN   Lease Assets during such Collection Period and shall show by cross reference the prior account numbers identifying such Series 20    -SN   Lease Asset on the Series 20    -SN   Lease Assets Schedule. Upon request of any Series 20    -SN   Further Holder, the Servicer shall prepare a reconciliation of the current Series 20    -SN   Lease Assets Schedule to the last Series 20    -SN   Lease Assets Schedule furnished to such Series 20    -SN   Further Holder before such request indicating the removal of Lease Assets from the Series 20    -SN   Lease Assets.

SECTION 2.20 Additional Servicer Duties.

The Servicer shall:

(a) maintain or cause to be maintained the books of COLT on a calendar year basis on the accrual method of accounting and in compliance with Section 3804(a) of the Statutory Trust Act with respect to the separate holding and accounting for the Series 20    -SN   Lease Assets and the other assets of the Series 20    -SN   Portfolio;

(b)(i) on behalf of COLT, prepare and file all state, local and federal tax returns required to be filed by COLT, if any; (ii) send the COLT 20    -SN   Secured Noteholders any statements required by state or local tax law; (iii) provide the COLT Owner Trustee with all information necessary for the COLT Owner Trustee to send to the COLT 20    -SN   Certificateholder the statements required by federal tax law; and (iv) cause all taxes required to be paid by COLT under federal, state or local law to be paid (provided that the Servicer shall have no obligation to pay any taxes required to be paid by COLT other than taxes that are covered by the indemnification provided by the Servicer in Section 4.01(a)(i));

(c) on behalf of COLT and VAULT, obtain all licenses, permits and sales tax exemptions necessary for COLT and VAULT to conduct the activities contemplated by the COLT 20    -SN   Basic Documents;

(d) take such actions as are necessary to cause COLT to be qualified or licensed to do business in each state where COLT is required to be so qualified or licensed in order to conduct the activities contemplated by the COLT 20    -SN   Basic Documents;

(e) take such actions as are necessary to assure that COLT is at all times in compliance with all applicable laws, rules, regulations and orders of all Governmental Authorities;

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(f) prepare and file all documents (if any) required to be filed by COLT under federal and state securities laws;

(g) maintain all records relating to the COLT 20    -SN   Secured Notes, including all records relating to the issuance, ownership and payment of the COLT 20    -SN   Secured Notes;

(h) exercise the rights and perform the obligations of the Servicer as are set forth in the Declaration of Trust and the COLT 20    -SN   Supplement to the Declaration of Trust with respect to the COLT 20    -SN   Certificates, including cooperating with the COLT Owner Trustee in enforcing compliance with the transfer restrictions and authorized denomination requirements applicable to the transfer and exchange of the COLT 20    -SN   Certificates, making a determination as to whether such transfer or exchange complies with such transfer restrictions and authorized denomination requirements (or waiving compliance), preparing the COLT 20    -SN   Certificates for execution and authentication by the COLT Owner Trustee upon initial issuance, transfer and exchange and providing the COLT Owner Trustee with written instructions as to the satisfaction of transfer restrictions and authorized denomination requirements with respect to the COLT 20    -SN   Certificates; and

(i) pay costs associated with the appointment of a successor COLT Indenture Trustee under the COLT Indenture and the appointment of a successor COLT Owner Trustee under the Declaration of Trust, in each case, from amounts in the COLT 200  -SN     Trust Estate, perform all the duties of COLT under the COLT 20    -SN   Basic Documents, including, making all calculations, and preparing for execution by COLT or the COLT Owner Trustee or causing the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of COLT or the COLT Owner Trustee to prepare, file or deliver pursuant to the COLT 20    -SN   Basic Documents, and at the request of the COLT Owner Trustee taking all appropriate actions that it is the duty of COLT or the COLT Owner Trustee to take pursuant to the COLT 20    -SN   Basic Documents. Furthermore, in accordance with the direction of the COLT Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the COLT 20    -SN   Collateral (including the COLT 20    -SN   Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the COLT Owner Trustee and are reasonably within the capability of the Servicer.

SECTION 2.21 Transfers of Legal Title to Vehicle. If Ally Financial is both the Servicer under this Agreement and under the VAULT Trust Agreement, subject to Section 7.02, Ally Financial may cause transfers of legal title to the Vehicles required to be made under this Agreement without delivering the notices or complying with the formalities required by the VAULT Trust Agreement.

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ARTICLE III

ESTABLISHMENT OF ACCOUNTS; DISTRIBUTIONS

SECTION 3.01 Establishment of COLT Collection Account and Payment Ahead Servicing Account.

(a)(i) The Servicer, for the benefit of the COLT 20    -SN   Secured Noteholders, shall establish and maintain in the name of the COLT Indenture Trustee an Eligible Deposit Account known as the Central Originating Lease Trust 20    -SN   Collection Account (the “COLT Collection Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Series 20    -SN   Further Holders.

(ii) The Servicer, for the benefit of the Lessees, shall establish and maintain in the name of the COLT Indenture Trustee an Eligible Deposit Account known as the Central Originating Lease Trust COLT 20    -SN   Payment Ahead Servicing Account (the “Payment Ahead Servicing Account”). The Payment Ahead Servicing Account shall not be property of COLT.

(b) Each of the COLT 20    -SN   Accounts shall be Eligible Deposit Accounts initially established with the COLT Indenture Trustee and maintained by the Servicer. At any time after the Series 20    -SN   Closing Date, the Servicer, upon 30 days written notice to the COLT Indenture Trustee or other Account Holder, shall have the right to instruct the COLT Indenture Trustee or other Account Holder to transfer any or all of the COLT 20    -SN   Accounts to another Eligible Institution designated by the Servicer in such notice. No COLT 20    -SN   Account shall be maintained with an Account Holder if the short-term unsecured debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account may be maintained with an Account Holder even if the short-term unsecured debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department). Should an Account Holder no longer satisfy the requirements in the preceding sentence with respect to any Designated Account, then the Servicer shall, within ten Business Days (or such longer period, not to exceed 30 calendar days), with the Account Holder’s assistance as necessary, cause each affected COLT 20    -SN   Account (A) to be moved to an Account Holder that is an Eligible Institution or (B) with respect to the Designated Accounts only, to be moved to the corporate trust department of the Account Holder. All amounts held in COLT 20    -SN   Accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, at the written direction of the Servicer, by such Account Holder in Eligible Investments. Such written direction shall constitute certification by the Servicer that any such investment is authorized by this Section 3.01. Such direction may be a standing direction to invest all funds from time to time on deposit in an account in a particular Eligible Investment until subsequent notice from the Servicer. If the Servicer has not provided such prior written direction to the Account Holder, the Account Holder shall invest uninvested funds in “Citi Institutional Liquid Reserves, Fund # 349.” Investments in Eligible Investments shall be made in the name of the COLT Indenture Trustee or its nominee or assignee and, unless otherwise permitted by the Rating Agencies (if any Rated Notes are outstanding), may not be sold or disposed of prior to their maturity; provided, however, that Eligible Investments held in the COLT 20    -SN   Reserve Account may be sold or disposed of prior to their maturity so long as (x) the Servicer directs the COLT Indenture Trustee to make such sale or disposition, and (y) the Eligible Investments are sold at a price equal to or greater than the unpaid principal balance thereof. Investment Earnings on funds deposited in the COLT 20    -SN   Accounts shall be payable to the Servicer as Supplemental Servicing Fees. Neither the COLT Owner Trustee nor the COLT Indenture Trustee shall have any liability for any loss on Eligible Investments, nor shall the COLT Owner Trustee or the COLT Indenture Trustee have any liability for transferring funds in

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or to the COLT 20    -SN   Accounts based on written instructions of the Servicer. Each Account Holder holding a COLT 20    -SN   Account as provided in this Section 3.01(b) shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the COLT Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 3.01 and an Opinion of Counsel that such Person can perform such obligations, and the Servicer shall send a copy of such agreement and Opinion of Counsel to the COLT Indenture Trustee.

(c) With respect to the Designated Account Property, each of the Account Holder and the Servicer, as applicable, hereby agrees that:

(i) any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts; and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Designated Account Owner, and the Designated Account Owner or the Servicer on its behalf shall have sole authority to direct payments with respect thereto;

(ii) any Designated Account Property that constitutes Physical Property shall be delivered to the Designated Account Owner in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Designated Account Owner or a securities intermediary (as such term is defined in 8-102(a)(14) of the UCC) acting solely for the Designated Account Owner;

(iii) any Designated Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained by the Designated Account Owner, pending maturity or disposition, through continued book-entry registration of such Designated Account Property as described in such paragraph;

(iv) any Designated Account Property that is an “uncertificated security” (as such term is defined in 8-102(a)(18) of the UCC) and that is not governed by clause (iii) above shall be delivered to the Designated Account Owner in accordance with paragraph (iii) of the definition of “Delivery” and shall be maintained by the Designated Account Owner or its nominee or custodian, pending maturity or disposition, through continued registration of the Designated Account Owner’s (or its nominee’s or custodian’s) ownership of such security;

(v) each Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts; and

(vi) the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be necessary in order to perfect the interests of the Designated Account Owner in the Designated Account Property including to promptly execute, deliver and file any

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financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and to perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Designated Account Owner’s security interest.

(d) The Servicer shall have the power, revocable by the COLT Indenture Trustee, to make withdrawals and payments from the Designated Accounts for the purpose of permitting the Servicer or the COLT Indenture Trustee to carry out their respective duties hereunder.

(e) The COLT Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Designated Accounts and in all proceeds thereof (except Investment Earnings). Except as otherwise provided herein, the Designated Accounts shall be under the exclusive dominion and control of the COLT Indenture Trustee for the benefit of the COLT 20    -SN   Secured Noteholders and the COLT Indenture Trustee shall have sole signature power and authority with respect thereto.

(f) The COLT Indenture Trustee, each Account Holder and each other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, counterclaim, security interest or bankers’ lien to which it might otherwise be entitled.

(g) At any time that the Monthly Remittance Condition is satisfied, then (x) Payments Ahead need not be remitted to and deposited in the Payment Ahead Servicing Account but instead may be remitted to and held by the Servicer and (y) the Servicer shall not be required to segregate or otherwise hold separate any Payments Ahead, but the Servicer shall be required to remit Applied Payments Ahead to the COLT Collection Account in accordance with Section 3.03(b)(ii). The Servicer shall promptly notify the COLT Indenture Trustee if the Monthly Remittance Condition ceases to be satisfied. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Monthly Remittance Condition ceases to be satisfied, the Servicer shall deposit in the Payment Ahead Servicing Account the amount of any Payments Ahead then held by it, and thereafter, for so long as the Monthly Remittance Condition continues to be unsatisfied, the Servicer shall deposit any additional Excess Payments in the Payment Ahead Servicing Account within two Business Days after receipt thereof. Notwithstanding the foregoing, if the Monthly Remittance Condition ceases to be satisfied the Servicer may utilize, with respect to any Payments Ahead then held by it and any additional Excess Payments that it may subsequently receive, an alternative remittance schedule (which may include a remittance schedule utilized by the Servicer at a time when the Monthly Remittance Condition was satisfied), if the Servicer provides the COLT Indenture Trustee with written consent of the COLT 20    -SN   Secured Noteholders to such alternative remittance schedule and (y) the Rating Agency Condition is satisfied with respect to any Rated Notes. The COLT Indenture Trustee shall be deemed to have no knowledge of any Servicer Default unless such trustee has received notice of such event or circumstance from the Seller, the Servicer, or the COLT 20    -SN   Secured Noteholders or unless a Responsible Officer of the COLT Indenture Trustee with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance.

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SECTION 3.02 Reserve Account.

(a) The Servicer, for the benefit of the COLT 20    -SN   Secured Noteholders, shall establish and maintain in the name of the COLT Indenture Trustee an Eligible Deposit Account known as the Central Originating Lease Trust COLT 20    -SN   Reserve Account (the “Reserve Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Series 20    -SN   Further Holders, which shall include the money and other property deposited and held therein pursuant to this Section 3.02(a) and Section 3.03(c)(v). On the Series 20    -SN   Closing Date, COLT, LLC shall deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall be a part of the COLT 20    -SN   Trust Estate.

(b) After giving effect to all deposits into or withdrawals from the Reserve Account on any Payment Date and except as otherwise directed in writing by COLT, LLC (in its sole discretion), the Servicer shall pay to the COLT 20    -SN   Certificateholder the Reserve Account Excess Amount on such Payment Date.

SECTION 3.03 Distributions.

(a) On or before each Determination Date, the Servicer shall calculate the Available Distribution Amount, the Basic Servicing Fee, the Additional Servicing Fee, the Aggregate Noteholders’ Principal Distributable Amount, the Reserve Account Required Amount, the Reserve Account Available Amount, the Secured Note Principal Balance for each COLT 20    -SN   Secured Note, the Aggregate Secured Note Principal Balance, the Secured Note Monthly Accrued Interest, the Secured Note Interest Distributable Amount, the Secured Note Principal Distributable Amount, the CARAT Collection Account Shortfall Amount, if any, the aggregate Outstanding Advances and all other amounts required to determine the amounts, if any, to be deposited into or paid from each of the COLT Collection Account, the Reserve Account and the Payment Ahead Servicing Account on or before the related Payment Date. On or before each Determination Date, the Servicer shall deliver to the COLT Indenture Trustee a written report specifying the amounts calculated by the Servicer pursuant to this Section 3.03(a). The COLT Indenture Trustee shall be entitled to rely solely upon such report from the Servicer in making any and all transfers, withdrawals, deposits and distributions pursuant to this Section 3.03.

(b)(i) On or before each Payment Date, the COLT Indenture Trustee shall withdraw collections made during the related Collection Period that constitute Excess Payments from the COLT Collection Account (to the extent such amounts have not been retained by the Servicer pursuant to Section 3.01(g)) and pay such amounts to the Servicer, who shall retain such Excess Payments amounts for its own account, or, if the Monthly Remittance Condition is not satisfied, the COLT Indenture Trustee, upon written instruction of the Servicer, shall deposit such amounts into the Payment Ahead Servicing Account.

(ii) On or before each Payment Date, the COLT Indenture Trustee shall transfer from the Payment Ahead Servicing Account (or, if the Servicer is not required to make deposits to the Payment Ahead Servicing Account on a daily basis pursuant to Section 3.01(g), the Servicer shall deposit) to the COLT Collection Account the aggregate Applied Payments Ahead for such Payment Date.

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(iii) On or before each Payment Date, the COLT Indenture Trustee shall withdraw from the COLT Collection Account and pay to the Servicer an amount equal to the sum of (A) any Outstanding Advances with respect to which the Servicer is entitled to reimbursement pursuant to Section 3.06(c) or (d) (to the extent the Servicer has deposited such amounts into the COLT Collection Account and to the extent the Servicer has not been previously reimbursed for any such Outstanding Advances pursuant to Section 3.05(a)), and (B) any Liquidation Expenses (and any unpaid Liquidation Expenses from prior periods) relating to Series 20    -SN   Lease Assets with respect to which the Servicer has sold or otherwise disposed of the related Vehicle during or prior to the related Collection Period (if the Servicer has not yet deducted such amounts from Sale Proceeds and has deposited such amounts into the COLT Collection Account).

(iv) On each Payment Date, the COLT Indenture Trustee shall withdraw from the Reserve Account, and deposit into the COLT Collection Account, an amount equal to the lesser of (I) the excess, if any, of (A) the sum, for such Payment Date, of the amounts specified in clauses (i) through (iv) of Section 3.03(c), over (B) the excess of (i) the sum of (x) the COLT Collections with respect to the Series 20    -SN   Lease Assets on such Payment Date, plus (y) the Applied Extended Lease Payment Amount for such Payment Date, over (ii) the sum of (x) the amounts withdrawn from the COLT Collection Account with respect to such Payment Date pursuant to Section 3.03(b)(iii), plus (y) the Unapplied Extended Lease Payment Amount for such Payment Date, and (II) the Reserve Account Available Amount on such Payment Date.

(c) On each Payment Date, after the withdrawals, deposits and transfers specified in Section 3.03(b) have been made, to the extent of the Available Distribution Amount for such Payment Date, the COLT Indenture Trustee shall make the following distributions from amounts deposited into the COLT Collection Account in the following order of priority:

(i) first, to the Servicer, the Basic Servicing Fee for the related Collection Period (to the extent such Basic Servicing Fee has not been retained by the Servicer pursuant to Section 3.04(b)) and any unpaid Basic Servicing Fees from any preceding Payment Date;

(ii) second, to the COLT 20    -SN   Secured Noteholders, pro rata based on the Secured Note Interest Distributable Amount due on each such COLT 20    -SN   Secured Note, the Aggregate Secured Note Interest Distributable Amount due on the COLT 20    -SN   Secured Notes on such Payment Date;

(iii) third, to the COLT 20    -SN   Secured Noteholders, pro rata based on the Secured Note Principal Balance of each COLT 20    -SN   Secured Note, the Secured Note Principal Distributable Amount payable on the COLT 20    -SN   Secured Notes on such Payment Date or (B) upon the occurrence and during the continuance of an Event of Default, an amount equal to the Aggregate Secured Note Principal Balance;

(iv) fourth, to the CARAT Collection Account, the CARAT Collection Account Shortfall Amount, if any, for such Payment Date;

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(v) fifth, to the Reserve Account, an amount necessary to cause the Reserve Account Available Amount (after giving effect to any withdrawal from the Reserve Account pursuant to Section 3.03(b)(iv) on such Payment Date) to equal the Reserve Account Required Amount on such Payment Date (or such greater amount that COLT, LLC, in its sole discretion, may have directed in writing with respect to such Payment Date);

(vi) sixth, to the Servicer, an amount equal to the Additional Servicing Fee, if any, on such Payment Date; and

(vii) seventh, the remainder shall be distributed in accordance with the instructions of the COLT 20    -SN   Certificateholder delivered from time to time.

(d) The parties hereto hereby agree that this Section 3.03 shall supercede Section 4.1 of the VAULT Trust Agreement with respect to the Series 20    -SN   Lease Assets.

SECTION 3.04 COLT Collections.

(a) If the Monthly Remittance Condition is not satisfied, commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Monthly Remittance Condition ceases to be satisfied the Servicer shall remit to the COLT Collection Account all COLT Collections within two Business Days after receipt thereof; provided, however, that the Servicer shall deposit into the COLT Collection Account any Pull Ahead Payments it receives from Ally Financial, as agent for General Motors, pursuant to Section 2.02(b) on the same day as such payments are received. Notwithstanding the foregoing, if the Monthly Remittance Condition is unsatisfied, the Servicer may utilize an alternative remittance schedule (which may include a remittance schedule utilized by the Servicer at a time when the Monthly Remittance Conditions was satisfied), if (x) the Servicer provides the COLT Indenture Trustee with written instruction to follow such alternative remittance schedule and (y) the Rating Agency Condition is satisfied with respect to any Rated Notes. At all times when the Monthly Remittance Condition is satisfied, the Servicer (i) shall not be required to segregate or otherwise hold separate any COLT Collections and Payments Ahead received on the Series 20    -SN   Lease Assets and (ii) shall remit an amount equal to the COLT Collections received during a Collection Period to the COLT Collection Account in immediately available funds on or before the related Payment Date.

(b) Notwithstanding anything to the contrary contained in this Agreement, for so long as the Monthly Remittance Condition has been satisfied, the Servicer shall be permitted to retain the Basic Servicing Fee, any Payments Ahead and reimbursement for any Outstanding Advances and shall deposit into the COLT Collection Account on each Payment Date only the COLT Collections received by the Servicer on the Series 20    -SN   Lease Assets during the related Collection Period net of amounts to be distributed to or retained by the Servicer on account of the Basic Servicing Fee, any Excess Payments and reimbursement of any Outstanding Advances on the following Payment Date. The Servicer shall, however, account for all COLT Collections as if all of the deposits and distributions described herein were made individually.

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SECTION 3.05 Application of COLT Collections. For the purposes of this Agreement and the other COLT 20    -SN   Basic Documents, all COLT Collections with respect to a Series 20    -SN   Lease Asset for each Collection Period shall be applied by the Servicer no later than the related Payment Date as follows:

(a) With respect to each Series 20    -SN   Lease Asset (other than an Administrative Lease Asset, a Warranty Lease Asset or an Extended Lease), payments by or on behalf of the Lessee that are not Supplemental Servicing Fees, Excluded Amounts or Sales and Use Tax Amounts shall be applied first to reduce any Outstanding Advances made pursuant to this Agreement with respect to such Series 20    -SN   Lease Asset. Second, the amount of any such payments that are not Supplemental Servicing Fees, Excluded Amounts or Sales and Use Tax Amounts in excess of any such Outstanding Advances with respect to such Series 20    -SN   Lease Asset shall be applied to the Monthly Lease Payment with respect to such Series 20    -SN   Lease Asset. With respect to any Series 20    -SN   Lease Asset and any Collection Period, the “Excess Payment” shall equal the excess, if any, of (x) the amount of the payments made by or on behalf of the related Lessee and received during such Collection Period (other than any prepayment in full in connection with a termination of the related Series 20    -SN   Lease prior to its Scheduled Lease End Date) that are not Supplemental Servicing Fees, Excluded Amounts, Sales and Use Tax Amounts or Applied Payments Ahead, over (y) the amounts applied with respect to such Series 20    -SN   Lease Asset pursuant to the two preceding sentences. If the amounts applied under the first two sentences of this Section 3.05(a) shall be less than the Monthly Lease Payment, whether as a result of any extension granted to the Lessee or otherwise, then an amount equal to the Applied Payments Ahead, if any, with respect to such Series 20    -SN   Lease Asset shall be applied by the Servicer to the extent of the shortfall, and the Payments Ahead with respect to such Series 20    -SN   Lease Asset shall be reduced accordingly.

(b) With respect to each Administrative Lease Asset and Warranty Lease Asset, payments by or on behalf of the Lessee shall be applied in the same manner in accordance with Section 3.05(a), except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or the Seller, as applicable. Any Warranty Payment shall be applied to reduce any Outstanding Advances and such Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to the Monthly Lease Payment, in each case to the extent that the payments by or on behalf of the Lessee shall be insufficient, and then to prepay such Series 20    -SN   Lease Asset in full.

(c) With respect to each Extended Lease, payments by or on behalf of the Lessee that are not Supplemental Servicing Fees, Excluded Amounts or Sales and Use Tax Amounts shall be applied first to reduce any Outstanding Advances made pursuant to this Agreement with respect to such Series 20    -SN   Lease Asset. Second, the amount of any such payments that are not Supplemental Servicing Fees, Excluded Amounts or Sales and Use Tax Amounts in excess of any such Outstanding Advances with respect to such Extended Lease shall be applied to the Extended Lease Payment with respect to such Extended Lease.

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SECTION 3.06 Advances.

(a) Subject to the following sentence, with respect to each Collection Period and each Series 20    -SN   Lease (other than an Administrative Lease Asset, a Warranty Lease Asset or an Extended Lease), if there is a shortfall in the Monthly Lease Payment remaining after application of the Applied Payments Ahead pursuant to Section 3.05(a), the Servicer in its sole discretion may (but shall have no obligation to) advance an amount equal to such shortfall (such amount, a “Monthly Payment Advance”) on the second Business Day of the following Collection Period or, if the Monthly Remittance Condition is satisfied, on the related Payment Date. The Servicer may make a Monthly Payment Advance in respect of a Series 20    -SN   Lease only to the extent that the Servicer, in its sole discretion, shall determine that such Monthly Payment Advance shall be recoverable from subsequent collections or recoveries on such Series 20    -SN   Lease Asset.

(b) With respect to each Collection Period and each Series 20    -SN   Lease (i) which terminated by reason of having reached its Scheduled Lease End Date 120 days or more prior to the last day of such Collection Period, and (ii) for which the related Vehicle has not been sold during or prior to such Collection Period, the Servicer, in its sole discretion, may (but shall have no obligation to) advance, on the second Business Day of the following Collection Period or, if the Monthly Remittance Condition is satisfied, on the Business Day preceding the related Payment Date, an amount (the “Residual Advance”) equal to the lesser of (x) the Lease Residual for the related Vehicle, reduced, in the case of any Series 20    -SN   Lease Asset that is an Extended Lease, by the aggregate amount of any Extended Lease Payments on such Series 20    -SN   Lease Asset received by the Servicer since the Scheduled Lease End Date of such Series 20    -SN   Lease Asset, and (y) the amount that the Servicer, in its sole discretion, has estimated shall be recoverable from the sale or other disposition of the Vehicle related to such Series 20    -SN   Lease.

(c) The Servicer shall be reimbursed for Outstanding Advances with respect to a Series 20    -SN   Lease Asset from subsequent COLT Collections and recoveries received with respect to such Series 20    -SN   Lease Asset.

(d) If the sources specified in Section 3.06(c) are insufficient to reimburse all Outstanding Advances with respect to a Series 20    -SN   Lease upon collection of all amounts expected by the Servicer to be collected with respect to such Series 20    -SN   Lease and the related Vehicle, then the Servicer shall be entitled to reimbursement of any remaining Outstanding Advances with respect to such Series 20    -SN   Lease from COLT Collections and recoveries on any other Series 20    -SN   Lease Assets.

ARTICLE IV

THE SERVICER

SECTION 4.01 Liability of Servicer; Indemnities.

(a) The Servicer shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following:

(i) The Servicer shall indemnify, defend and hold harmless COLT, the COLT Indenture Trustee and the COLT Owner Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in the COLT 20    -SN   Basic Documents, including any sales, use, gross

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receipts, general corporation, tangible personal property, privilege or license taxes (including Sales and Use Tax Amounts but not including any taxes asserted with respect to, and as of the date of, the sale of the Series 20    -SN   Lease Assets to COLT or the issuance and original sale of the COLT 20    -SN   Certificates or the COLT 20    -SN   Secured Notes, or asserted with respect to ownership of the Series 20    -SN   Lease Assets, or federal or other income taxes arising out of distributions on the COLT 20    -SN   Certificates or COLT 20    -SN   Secured Notes, or any fees or compensation payable to any such Person) and costs and expenses in defending against the same;

(ii) The Servicer shall defend, indemnify and hold harmless COLT, the COLT Owner Trustee, the COLT Indenture Trustee and each Series 20    -SN   Further Holder (each of the foregoing, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use or operation by the Lessee or by the Servicer or any Affiliate of the Servicer, of any Vehicle related to a Series 20    -SN   Lease Asset;

(iii) The Servicer shall indemnify, defend and hold harmless the Indemnified Persons from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Indemnified Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or under any other COLT 20    -SN   Basic Document, or by reason of reckless disregard of its obligations and duties under this Agreement or any other COLT 20    -SN   Basic Documents;

(iv) The Servicer shall indemnify, defend and hold harmless the COLT Indenture Trustee, the COLT Owner Trustee and their respective agents and servants from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the COLT Owner Trustee, the COLT Indenture Trustee’s performance of its duties under the COLT Indenture and any other COLT 20    -SN   Basic Documents, (y) in the case of the COLT Indenture Trustee, the COLT Owner Trustee’s performance of its duties under the Declaration of Trust and the COLT 20    -   Supplement to the Declaration of Trust or (z) the acceptance, administration or performance by, or action or inaction of, the COLT Owner Trustee or the COLT Indenture Trustee, as applicable, of the trusts and duties contained in this Agreement or the other COLT 20    -SN   Basic Documents, including the administration of the COLT 20    -SN   Trust Estate, except to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Person indemnified, (B) to the extent otherwise payable to the COLT Owner Trustee, arises from the COLT Owner Trustee’s breach of any of its representations or warranties set forth in Section 5.6 of the Declaration, (C) to the extent otherwise payable to the COLT Indenture Trustee, arises from the COLT Indenture Trustee’s breach of any of its representations or warranties set forth in the COLT Indenture or (D) arises out of or is incurred in connection with the performance by the COLT Indenture Trustee of the duties of successor Servicer hereunder.

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(b) Indemnification under this Section 4.01 shall include reasonable fees and expenses of external counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 4.01 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest.

(c) The Servicer’s indemnification obligations under this Section 4.01 shall survive termination or resignation of the COLT Owner Trustee or the COLT Indenture Trustee and the termination of this Agreement.

SECTION 4.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer.

Any corporation or other entity

(a) into which the Servicer may be merged or consolidated,

(b) resulting from any merger, conversion or consolidation to which the Servicer shall be a party,

(c) succeeding to the business of the Servicer,

(d) more than 15% of the voting interests of which is owned directly or indirectly by General Motors and Cerberus Capital Management, L.P., in the aggregate, or

(e) 50% or more of the voting stock of which is owned, directly or indirectly, by General Motors or Ally Financial,

which entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreement and the Further Transfer and Administration Agreements, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement, to the contrary notwithstanding. The Servicer shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 4.02 to the COLT Indenture Trustee, the COLT Owner Trustee and, if any Rated Notes are outstanding, the Rating Agencies.

SECTION 4.03 Limitation on Liability of Servicer and Others.

(a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to COLT or any Indemnified Person, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any other COLT 20    -SN   Basic Document, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement or any other COLT 20    -SN   Basic Document. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.

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(b) The Servicer and any director, officer, employee or agent of the Servicer shall be reimbursed by (x) the COLT Owner Trustee for any contractual damages, liability or expense incurred by reason of the COLT Owner Trustee’s willful misfeasance, bad faith or gross negligence in the performance of the COLT Owner Trustee’s duties under this Agreement, the COLT Indenture, the Declaration of Trust or the COLT 20    -SN   Supplement to the Declaration of Trust or by reason of reckless disregard of its obligations and duties under this Agreement, the COLT Indenture, or the Declaration of Trust, and (y) the COLT Indenture Trustee for any contractual damages, liability or expense incurred by reason of the COLT Indenture Trustee’s willful misfeasance, bad faith or gross negligence in the performance of the COLT Indenture Trustee’s duties under this Agreement or any other COLT 20    -SN   Basic Documents or by reason of reckless disregard of its obligations and duties under this Agreement or any other COLT 20    -SN   Basic Documents. In no event, however, shall the COLT Indenture Trustee or the COLT Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if either or both of them have been advised of the likelihood of such loss or damage.

(c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Series 20    -SN   Lease Assets in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement or any other COLT 20    -SN   Basic Document and the rights and duties of the parties to this Agreement and the interests of the Series 20    -SN   Further Holders under this Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be payable from collections received on the Series 20    -SN   Lease Assets and the Servicer shall be entitled to reimbursement therefor.

SECTION 4.04 Delegation of Duties. So long as Ally Financial acts as Servicer, the Servicer may, at any time without notice or consent, delegate any duties under this Agreement to General Motors or any corporation or other entity in which (x) more than 15% of the voting interests of which is owned, directly or indirectly, by General Motors and Cerberus Capital Management, L.P., in the aggregate or (y) more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors or Ally Financial. The Servicer may at any time perform specific duties as servicer through independent contractors or sub-contractors who are in the business of servicing or providing services to the servicers of automotive retail leases. No such delegation, independent contracting or sub-contracting shall relieve the Servicer of its responsibility for such duties.

SECTION 4.05 Servicer Not to Resign. Subject to the provisions of Section 4.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except (x) upon determination that the performance of its duties under this Agreement is no longer permissible under applicable law or (y) upon determination by the board of directors of the Servicer that by reason of change in applicable legal requirements the continued performance

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by the Servicer of its duties as Servicer under this Agreement would cause it to be in violation of such legal requirements in a manner that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by resolutions of the board of directors to such effect (provided that any Servicer other than Ally Financial may resign if upon such resignation another successor Servicer will perform the duties of Servicer hereunder and such Servicer has been approved by the holders of a majority of the then outstanding principal amount of COLT 20    -SN   Secured Notes). Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to each of the Series 20    -SN   Further Holders. No such resignation shall become effective until and unless the COLT Indenture Trustee or a successor Servicer shall have entered into a servicing agreement with COLT, such agreement to have substantially the same provisions of this Agreement. COLT shall not unreasonably fail to consent to such a servicing agreement. The resigning Servicer shall promptly provide notice of its resignation to each of the Rating Agencies (if any Rated Notes are outstanding) and Series 20    -SN   Further Holders.

ARTICLE V

SERVICER DEFAULTS

SECTION 5.01 Servicer Defaults. For purposes of this Agreement, each of the following shall constitute a “Servicer Default”:

(a) any failure by the Servicer to deposit any required distribution, payment, transfer or deposit into any COLT 20    -SN   Account (including, with respect to Ally Financial as Servicer, to obtain and deposit Pull Ahead Payments under Section 2.02(b), and, with respect to any successor Servicer, to deposit such amounts, if obtained, pursuant to Section 2.02(b)) or to direct the COLT Indenture Trustee to make any required distributions from any COLT 20    -SN   Account, which failure continues unremedied for a period of five Business Days after (x) written notice thereof is received by the Servicer or (y) discovery of such failure by an officer of the Servicer;

(b) any failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or in any other COLT 20    -SN   Basic Document, which failure (i) materially and adversely affects the rights of the COLT 20    -SN   Secured Noteholder, and (ii) continues unremedied for a period of 90 days after (x) the date on which written notice of such failure shall have been given to the Servicer or (y) discovery of such failure by an officer of the Servicer;

(c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or

(d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations.

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Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of ten Business Days or under clause (b) for a period of 60 days if the delay or failure giving rise to the default was caused by an act of God or other similar occurrence. Upon the occurrence of any of those events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the COLT Sale and Contribution Agreement and the Servicer shall provide the COLT Indenture Trustee, the COLT Owner Trustee, COLT, LLC and the CARAT Indenture Trustee, as holder of the COLT 20    -SN   Secured Notes, prompt notice of that failure or delay by it, together with a description of its efforts to so perform its obligations.

SECTION 5.02 Consequences of a Servicer Default.

(a) If a Servicer Default has occurred and is continuing, the COLT Indenture Trustee may terminate all of the rights and obligations of the Servicer under this Agreement but any such termination shall not relieve the Servicer for any liability that accrued prior to such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Series 20    -SN   Lease Assets or otherwise, shall pass to and be vested in the COLT Indenture Trustee pursuant to and under this Section 5.02. The COLT Indenture Trustee is authorized and empowered by this Agreement to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Series 20    -SN   Lease Assets and related documents, or otherwise. The Servicer agrees to cooperate with the COLT Indenture Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the COLT Indenture Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the COLT 20    -SN   Accounts or thereafter received with respect to the Series 20    -SN   Lease Assets and all Payments Ahead that shall at that time be held by the Servicer or deposited in the Payment Ahead Servicing Account.

(b) The termination of the Servicer under clause (a) above shall also result in the termination of the Custodian under the Custodian Agreement.

SECTION 5.03 COLT Indenture Trustee to Act; Appointment of Successor. On and after the time the rights and obligations of the Servicer are terminated pursuant to Section 5.02, the COLT Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the COLT Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given, including the Basic Servicing Fee, the Additional Servicing Fee and the Supplemental

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Servicing Fee. Notwithstanding the above, the COLT Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) having a long-term unsecured debt rating from Moody’s of at least “Baa3” (unless such requirement is expressly waived by Moody’s), and (iii) whose regular business includes the servicing of automotive instalment contracts, leases or similar receivables, as the successor to the Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the COLT Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Series 20    -SN   Lease Assets as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The COLT Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be distributed by the COLT Indenture Trustee from amounts in the COLT 200    -SN   Trust Estate.

SECTION 5.04 Notification to the Series 20    -SN   Further Holders and the Rating Agencies. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article V, the COLT Indenture Trustee shall give prompt written notice thereof to the Series 20    -SN   Further Holders and the Servicer shall give prompt written notice thereof to the Rating Agencies (if any Rated Notes are outstanding). The COLT Indenture Trustee shall not be deemed to have knowledge of any Servicer Default unless the COLT Indenture Trustee has received notice of such event or circumstance from the Servicer in an Officer’s Certificate or from the COLT 20    -SN   Secured Noteholders or, unless a Responsible Officer of the COLT Indenture Trustee with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. If the Servicer obtains knowledge that any Servicer Default has occurred, the Servicer shall promptly deliver notice of such event to the COLT Indenture Trustee, which notice shall set forth in reasonable detail the nature of the facts surrounding such event.

SECTION 5.05 Waiver of Past Servicer Defaults. The COLT 20    -SN   Secured Noteholders may waive any default by the Servicer in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 5.06 Repayment of Outstanding Advances. If the identity of the Servicer shall change, the predecessor Servicer shall be entitled to receive, to the same extent as if it were still the Servicer hereunder pursuant to Article III, to the extent of available funds, reimbursement for all Outstanding Advances that were made by such predecessor Servicer and have not been repaid.

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ARTICLE VI

OPTIONAL PURCHASE; TERMINATION

SECTION 6.01 Optional Repurchase of All Series 20    -SN   Lease Assets. The Servicer shall have the option to purchase all but not less than all of the remaining Series 20    -SN   Lease Assets on any Payment Date on which the Aggregate ABS Value of the Series 20    -SN   Lease Assets is less than or equal to 10% of the Aggregate Initial ABS Value of such Series 20    -SN   Lease Assets (such date, the “Optional Purchase Date”). To exercise such option, the Servicer shall (A) furnish to the COLT 20    -SN   Secured Noteholders, the COLT Indenture Trustee, the COLT Owner Trustee and the VAULT Trustee notice of its intention to exercise such option and of the Optional Purchase Date (such notice to be furnished not later than five Business Days prior to such Optional Purchase Date) and (B) deposit in the COLT Collection Account on such Optional Purchase Date an amount equal to the Aggregate ABS Value of the Series 20    -SN   Lease Assets on the Optional Purchase Date (such an amount, the “Optional Purchase Price”). Upon the making of such deposit in the COLT Collection Account, the COLT 20    -SN   Secured Notes shall be deemed satisfied and discharged, and the COLT 20    -SN   Certificateholder shall succeed to all interests in and to the COLT 20    -SN   Trust Estate (including the Reserve Account).

SECTION 6.02 Termination of Agreement. This Agreement shall, except as otherwise provided herein, terminate upon the earliest of: (a) the termination of COLT pursuant to Article VII of the Declaration of Trust; (b) the discharge of the Servicer in accordance with the terms hereof; or (c) the mutual written consent of the parties hereto; provided, however, that this Agreement shall not be terminated unless all principal and interest on the COLT 20    -SN   Secured Notes have been paid in full. Upon termination of this Agreement, the Servicer shall pay over to COLT, or any other Person entitled thereto, all monies held by the Servicer on behalf of COLT pursuant to this Agreement.

ARTICLE VII

MISCELLANEOUS PROVISIONS

SECTION 7.01 Amendment.

(a) This Agreement may be amended by the Servicer, COLT and the COLT Indenture Trustee without the consent of the COLT 20    -SN   Certificateholder or any of the COLT 20    -SN   Secured Noteholders (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision of this Agreement or in any other COLT 20    -SN   Basic Document, (iii) to add or supplement any credit enhancement for the benefit of the COLT 20    -SN   Secured Noteholders, (iv) to add to the covenants, restrictions or obligations of the Servicer, the COLT Owner Trustee or (v) 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 20    -SN   Secured Noteholders or the COLT 20    -SN   Certificateholder.

(b) This Agreement may also be amended from time to time by the Servicer, COLT and the COLT Indenture Trustee with the consent of the holders of a majority of the then outstanding principal amount of the COLT 20    -SN   Secured Notes and, if any Person other

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than COLT, LLC or an Affiliate of COLT, LLC holds any COLT 20    -SN   Certificates, the consent of the COLT 20    -SN   Certificateholders whose COLT 20    -SN   Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date, which consent, whether given pursuant to this Section 7.01(b) or pursuant to any other provision herein, shall be conclusive and binding on such Persons and on all future holders of COLT 20    -SN   Certificates and COLT 20    -SN   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 20    -SN   Certificateholder or COLT 20    -SN   Secured Noteholders; provided, however, that no such amendment shall:

(i) change the due date of any installment of principal of or interest on the COLT 20    -SN   Secured Notes, or reduce the principal amount thereof, the interest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any COLT 20    -SN   Secured Note or any distribution thereon is payable, or impair the right to institute suit as provided in Article V of the COLT Indenture for the enforcement of the provisions of the COLT Indenture requiring the application of funds available therefor to the payment of any such amount due on the COLT 20    -SN   Secured Notes on or after the respective due dates therefor (or, in the case of redemption, on or after the Redemption Date), or

(ii) reduce the percentage in this Section 7.01 required to consent to any action or amendment, without the consent of all of the holders of the COLT 20    -SN   Secured Notes then outstanding.

(c) If any Rated Notes are outstanding, prior to the execution of any amendment or consent pursuant to Section 7.01(a) or (b), the Servicer shall furnish written notice of the substance of such amendment or consent to the Rating Agencies.

(d) Promptly after the execution of any amendment or consent pursuant to Section 7.01(a) or (b), the COLT Indenture Trustee shall furnish a copy of such amendment or consent to each COLT 20    -SN   Secured Noteholder and the COLT 20    -SN   Certificateholder.

(e) It shall not be necessary for the consent of the COLT 20    -SN   Secured Noteholders or the COLT 20    -SN   Certificateholder pursuant to Section 7.01(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 20    -SN   Secured Noteholders or the COLT 20    -SN   Certificateholder provided for in this Agreement) and of evidencing the authorization of the execution thereof by the COLT 20    -SN   Secured Noteholders and the COLT 20    -SN   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.

(f) Prior to the execution of any amendment to this Agreement, the COLT Indenture Trustee and the COLT Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Section 7.01. The COLT Indenture Trustee and the COLT Owner Trustee, may, but shall not be obligated to, enter into any such amendment which affects such trustee’s own rights, duties or immunities under this Agreement or otherwise.

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SECTION 7.02 Protection of Title to COLT.

(a) The Servicer shall maintain accounts and records as to the Series 20    -SN   Lease Assets accurately and in sufficient detail to permit the reader thereof to know at any time the status of the Series 20    -SN   Lease Assets, including payments and recoveries on (or with respect to) each Series 20    -SN   Lease and the amounts deposited in the COLT Collection Account, the Reserve Account, and the Applied Payment Ahead Account and any Payments Ahead held by the Servicer in respect of each Series 20    -SN   Lease.

(b) The Servicer shall maintain its computer systems so that the Servicer’s master computer records (including any back-up archives) that refer to any Series 20    -SN   Lease Asset indicate clearly that such Series 20    -SN   Lease Asset is owned by COLT. Indication of COLT’s ownership of a Series 20    -SN   Lease Asset shall be deleted from or modified on the Servicer’s computer systems when, and only when, in the case of a Series 20    -SN   Lease, the Series 20    -SN   Lease has been paid in full or purchased by the Servicer and, in the case of a Vehicle, when, and only when, such Vehicle is no longer owned by COLT.

(c) If at any time the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive leases to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Series 20    -SN   Lease Asset, indicate clearly that such Series 20    -SN   Lease Asset is owned by COLT unless such Series 20    -SN   Lease Asset has been paid in full or repurchased by the Seller or purchased by the Servicer.

(d) Neither the Servicer nor COLT shall at any time hold legal title to any Vehicles. As long as COLT shall own Series 20    -SN   Lease Assets, legal title to the related Vehicles shall remain with VAULT, as nominee for COLT.

SECTION 7.03 Notices. All demands, notices and communications upon or to Ally Financial, the Servicer, the Rating Agencies, COLT, the COLT 20    -SN   Secured Noteholders or the COLT Owner Trustee on behalf of COLT under this Agreement shall be delivered as specified in Part III of Exhibit A.

SECTION 7.04 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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SECTION 7.05 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement is for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

SECTION 7.06 Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon and enforceable by the parties hereto, the COLT Owner Trustee, the COLT 20    -SN   Certificateholder, the COLT 20    -SN   Secured Noteholders, the Trust and their respective successors and permitted assigns. Except as otherwise provided in this Section 7.06, no other Person shall have any right or obligation hereunder.

SECTION 7.07 Headings. The headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.

SECTION 7.08 Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties hereto, and all such provisions shall inure to the benefit of COLT.

SECTION 7.09 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.

SECTION 7.10 Rights Cumulative. All rights and remedies from time to time conferred upon or reserved to COLT, the COLT Owner Trustee, and the COLT Indenture Trustee on behalf of COLT, the Series 20    -SN   Further Holders or the Servicer or to any or all of the foregoing are cumulative, and none is intended to be exclusive of another. No delay or omission in insisting upon the strict observance or performance of any provision of this Agreement, or in exercising any right or remedy, shall be construed as a waiver or relinquishment of such provision, nor shall it impair such right or remedy. Every right and remedy may be exercised from time to time and as often as deemed expedient.

SECTION 7.11 Further Assurances. Each party will do such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder.

SECTION 7.12 No Waiver. No waiver by any party hereto of any one or more defaults by any other party or parties in the performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any future default or defaults, whether of a like or different nature. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party hereto at law, in equity or otherwise.

SECTION 7.13 Series Liabilities. It is expressly understood and agreed by the Servicer, all persons claiming through the Servicer, the COLT 20    -SN   Certificateholder and each COLT 20    -SN   Secured Noteholder that Series 20    -SN   is a separate series of COLT as

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provided in Section 3806(b)(2) of the Statutory Trust Act. As such, separate and distinct records shall be maintained for the Series 20    -SN   Portfolio, and the Trust Assets associated with the Series 20    -SN   Portfolio shall be held and accounted for separately from the other assets of COLT or any other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Series 20    -SN   Portfolio, including the COLT 20    -SN   Secured Notes, shall be enforceable against the Series 20    -SN   Portfolio only, and not against any other Series Portfolio or the Residual Trust Assets.

SECTION 7.14 No Bankruptcy Petition. The Servicer hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all Secured Notes, it shall not institute against, or join any other Person in instituting against, COLT in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the bankruptcy or similar laws of the United States or any State of the United States. This Section 7.14 shall survive the termination of this Agreement and the resignation or removal of the Servicer under this Agreement.

SECTION 7.15 Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as owner trustee of COLT, (b) each of the representations, undertakings and agreements herein made on the part of COLT is made and intended not as 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 Agreement or the other COLT 20    -SN   Basic Documents.

SECTION 7.16 Information to Be Provided by the COLT Indenture Trustee.

(a) The COLT Indenture Trustee agrees to cooperate in good faith with any reasonable request by COLT or CARI for information regarding the COLT Indenture Trustee that is required in order to enable COLT or CARI to comply with the provisions of Items 1117, 1119 and 1122 of Regulation AB as it relates to the COLT Indenture Trustee or to the COLT Indenture Trustee’s obligations under this Agreement and the Indenture.

(b) Except to the extent disclosed by the COLT Indenture Trustee pursuant to Section 7.16(c) or (d) below, the COLT Indenture Trustee shall be deemed to have represented to COLT and CARI on the first day of each Collection Period with respect to the prior Collection Period that, to the best of its knowledge, there were no legal or governmental proceedings pending (or known to be contemplated) against [                    ] or any property of [                    ] that would be material to any CARAT 20    -SN   Noteholder or, to the extent that the CARAT 20    -SN   Certificates are registered under the Securities Act for public sale, any holder of such CARAT 20    -SN   Certificates.

(c) The COLT Indenture Trustee shall, as promptly as practicable following notice to or discovery by the COLT Indenture Trustee of any changes to any information regarding the COLT Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to COLT and CARI, in writing, such updated information.

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(d) The COLT Indenture Trustee shall deliver to COLT and CARI on or before March 15 of each year, beginning with March 15, 20__, a report of a representative of the COLT Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the COLT Indenture Trustee, that except to the extent otherwise disclosed in writing to COLT and CARI, to the best of his or her knowledge, there were no legal or governmental proceedings pending (or known to be contemplated) against [                    ] or any property of [                    ] that would be material to any CARAT 20    -SN   Noteholder or, to the extent that the CARAT 20    -SN   Certificates are registered under the Securities Act for public sale, any holder of such CARAT 20    -SN   Certificates.

(e) The COLT Indenture Trustee shall deliver to COLT and CARI on or before March 15 of each year, beginning with March 15, 20__, a report of a representative of the COLT Indenture Trustee with respect to the immediately preceding calendar year providing to COLT and CARI such information regarding the COLT Indenture Trustee as is required for the purpose of compliance with Item 1119 of Regulation AB. Such information shall include, at a minimum a description of any affiliation between the COLT Indenture Trustee and any of the following parties to the CARAT 20    -SN   securitization transaction, as such parties are identified to the COLT Indenture Trustee by COLT and CARI in writing in advance of the CARAT 20    -SN   securitization transaction:

(i) CARI;

(ii) GMAC;

(iii) COLT;

(iv) COLT LLC;

(v) the Trust;

(vi) the Servicer;

(vii) the Trust Administrator;

(viii) the COLT Owner Trustee;

(ix) the CARAT Indenture Trustee;

(x) the CARAT Owner Trustee;

(xi) the Swap Counterparty (as defined in Appendix A of the Trust Sale and Administration Agreement); and

(xii) any other material transaction party

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In connection with the parties listed in clauses (i) and (xii) above, the COLT Indenture Trustee shall include a description of whether there is, and if so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the CARAT 20    -SN   securitization transaction, between the COLT Indenture Trustee and any of the parties listed above, that currently exists or that existed during the two calendar years immediately preceding the date of such report and that is material to an investor’s understanding of the asset backed securities issued in the CARAT 20    -SN   securitization transaction.

SECTION 7.17 Assignment. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be assigned by the Servicer without the consent of any other entity to (i) a corporation, limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to the Servicer, or (ii) more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors or by Ally Financial or (iii) more than 15% of the voting interests of which is owned directly or indirectly by General Motors and Cerberus Capital Management, L.P., in the aggregate, provided that such entity executes an agreement of assumption as provided in Section 4.02 of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written.

CENTRAL ORIGINATING LEASE TRUST

By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as COLT Owner Trustee

By:

Name:

Title:

ALLY FINANCIAL INC, as Servicer

By:

Name:

Title:

[                    ], not in its individual capacity but solely as COLT Indenture Trustee

By:

Name:

Title:

COLT 20    -SN   Servicing Agreement

EXHIBIT A

to the COLT 20    -SN   Servicing Agreement

PART I–COLT SERIES DEFINITIONS

When used in any 20    -SN   Basic Document, the following terms shall have the following meanings (such definitions to be applicable to both the singular and plural forms of such terms):

“ABS Value”: with respect to a Series 20    -SN   Lease Asset, any Payment Date and the last day of the related Collection Period,

(a) for each Administrative Lease Asset with respect to which the Servicer has paid the Administrative Purchase Payment as of the close of business on the last day of the related Collection Period pursuant to Section 2.13 of the COLT Servicing Agreement, zero;

(b) for each Warranty Lease Asset with respect to which the Seller has paid the Warranty Payment as of the close of business on the last day of the related Collection Period pursuant to Section 4.04 of the COLT Sale and Contribution Agreement, zero;

(c) for each Series 20    -SN   Lease Asset that (i) terminated during or prior to the related Collection Period and reached its Scheduled Lease End Date during or prior to the related Collection Period, (ii) became a Pull Ahead Lease Asset during or prior to the related Collection Period, or (iii) became an Extended Lease during or prior to the related Collection Period, but, in each case, that did not become a Liquidating Lease Asset (and neither of the actions described in clauses (a) or (b) above have occurred with respect to such Series 20    -SN   Lease Asset) during or prior to such Collection Period, the Lease Residual;

(d) for each Series 20    -SN   Lease Asset that became a Liquidating Lease Asset during or prior to such Collection Period, zero; and

(e) for each other Series 20    -SN   Lease Asset not described in clauses (a) through (d) above, the sum of (i) the present value, as of the close of business on the last day of the related Collection Period (discounted at a rate equal to the Discount Rate and computed on the basis of a 360-day year comprised of twelve 30-day months), of each Monthly Lease Payment for such Series 20    -SN   Lease Asset due after the last day of the related Collection Period, discounted from the first day of the Collection Period in which such Monthly Lease Payment is due to the last day of the related Collection Period, (ii) the aggregate amount of past due and unpaid Monthly Lease Payments for which no Advances have been made, and (iii) the present value, as of the close of business on the last day of the related Collection Period (discounted at a rate equal to the Discount Rate and computed on the basis of a 360-day year comprised of twelve 30-day months), of the Lease Residual for such Series 20    -SN   Lease Asset, discounted from the first day of the Collection Period in which the Scheduled Lease End Date for such Series 20    -SN   Lease Asset occurs to the last day of the related Collection Period.

“Account Holder”: a bank or trust company whose short-term unsecured debt obligations have the Required Deposit Rating that holds one or more of the COLT 20    -SN   Accounts.

“Act”: an Act as specified in Section 11.3(a) of the COLT Indenture.

“Actual Payment”: with respect to a Payment Date and a Series 20    -SN   Lease, all payments received by the Servicer from or for the account of the Lessee during the related Collection Period, except for any Overdue Payments, Supplemental Servicing Fees, Excluded Amounts or any payments with respect to Sales and Use Tax Amounts. Actual Payments do not include Applied Payments Ahead.

[“Additional Servicing Fee”: with respect to any Payment Date, the additional fee payable to the Servicer for services rendered during the related Collection Period, which shall be equal to the sum of (a) 1/12th of the Additional Servicing Fee Rate multiplied by the Aggregate ABS Value of the Series 20    -SN   Lease Assets at the opening of business on the first day of the related Collection Period (or, for the first Payment Date, the Additional Servicing Fee Rate multiplied by a fraction, the numerator of which is 60 and the denominator of which is 360, multiplied by the Aggregate Initial ABS Value) and (b) any unpaid Additional Servicing Fee from any prior Payment Date.]

[“Additional Servicing Fee Rate”: __% per annum.]

“Administration Fee”: as set forth in Appendix A to the Trust Sale and Administration Agreement.

“Administration Fee Rate”: as set forth in Appendix A to the Trust Sale and Administration Agreement.

“Administrative Lease Asset”: a Series 20    -SN   Lease Asset that the Servicer is required to purchase pursuant to Section 2.13 of the COLT Servicing Agreement.

“Administrative Purchase Payment”: with respect to an Administrative Lease Asset, the ABS Value of such Administrative Lease Asset determined as of the close of business on the last day of the Collection Period prior to the Collection Period as of which the Servicer is required (or, if earlier, elects) to purchase such Administrative Lease Asset.

“Advance”: with respect to the Series 20    -SN   Lease Assets and any Payment Date, the amount that the Servicer has advanced pursuant to Section 3.06 of the COLT Servicing Agreement.

“Agency Office”: the office of COLT maintained pursuant to Section 3.2 of the COLT Indenture.

“Aggregate ABS Value”: as of any date of determination, an amount equal to the sum of the ABS Values of all Series 20    -SN   Lease Assets on such date.

“Aggregate Initial ABS Value”: an amount equal to the sum of the Initial ABS Values of all Series 20    -SN   Lease Assets.

“Aggregate Noteholders’ Principal Distributable Amount”: as defined in Appendix A to the Trust Sale and Administration Agreement.

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“Aggregate Residual Losses”: as of any Payment Date, an amount equal to the positive or negative difference of (i) the aggregate ABS Value as of the first day of the related Collection Period of each Series 20    -SN   Lease Asset with respect to which the related Vehicle was liquidated by or on behalf of the Servicer during the related Collection Period, other than any Series 20    -SN   Lease Asset with respect to which the related Vehicle was repossessed by the Servicer in connection with a default by the related Lessee on its obligations under the related Series 20    -SN   Lease, over (ii) any collections, including any Sale Proceeds and Pull Ahead Payments, received by the Servicer and applied during such Collection Period with respect to such Series 20    -SN   Lease Assets.

“Aggregate Secured Note Interest Distributable Amount”: for any Payment Date, an amount equal to the sum of the Secured Note Interest Distributable Amounts for all COLT 20    -SN   Secured Notes on such Payment Date.

“Aggregate Secured Note Principal Balance”: on any date of determination, the sum of the Secured Note Principal Balances for all COLT 20    -SN   Secured Notes on such date.

“ALG Residual”: with respect to a Series 20    -SN   Lease Asset, the applicable expected value of the related Vehicle at the Scheduled Lease End Date as determined by Automotive Lease Guide Co. and as selected by the Servicer on the date such Series 20    -SN   Lease Asset was originated.

“Ally Financial”: Ally Financial Inc., a Delaware corporation (or (i) with reference to events before July 20, 2006, General Motors Acceptance Corporation, the predecessor of GMAC LLC, (ii) with reference to events after July 20, 2006 and before June 2009, GMAC LLC, the predecessor GMAC Inc. and (iii) with reference to events after June 2009 and before May 10, 2010, GMAC Inc., the predecessor of Ally Financial Inc.).

“Applied Extended Lease Payment Amount”: with respect to each Payment Date, the amount of any Extended Lease Payments received or deposited by the Servicer into the COLT Collection Account during or prior to the related Collection Period in respect of Applied Extended Leases for such Payment Date.

“Applied Extended Leases”: with respect to each Payment Date, any Extended Lease which became a Liquidating Lease Asset during the related Collection Period.

“Applied Payments Ahead”: with respect to a Payment Date and a Series 20    -SN   Lease on which the Actual Payment made by the Lessee during the related Collection Period was less than the Monthly Lease Payment, an amount equal to the lesser of (i) the Payments Ahead with respect to such Series 20    -SN   Lease and (ii) the amount by which the Monthly Lease Payment exceeds such Actual Payment.

“Approval Condition”: with respect to any event or circumstance and each Rating Agency, either (a) written confirmation by such Rating Agency that the occurrence of such event or circumstance will not cause such Rating Agency to downgrade or withdraw its rating assigned to any of the Rated Notes or (b) that such Rating Agency shall have been given notice of such event at least ten days prior to the occurrence of such event (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice to the Servicer, the COLT Owner Trustee and the COLT Indenture Trustee that the occurrence of such event will cause such Rating Agency to downgrade or withdraw its rating assigned to any of the Rated Notes.

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“Authorized Officer”: with respect to COLT, any officer or agent acting under power of attorney of the COLT Owner Trustee who is authorized to act for the COLT Owner Trustee in matters relating to COLT and who is identified on the list of Authorized Officers delivered by the COLT Owner Trustee to the COLT Indenture Trustee on the Series 20    -SN   Closing Date (as such list may be modified or supplemented from time to time thereafter) or the power of attorney and, so long as the COLT Servicing Agreement is in effect, any officer of the Servicer who is authorized to act for COLT pursuant to the COLT Servicing Agreement and who is identified on the list of Authorized Officers delivered by the Servicer to the COLT Indenture Trustee on the Series 20    -SN   Closing Date (as such list may be modified or supplemented from time to time thereafter).

“Available Distribution Amount”: with respect to any Payment Date, the sum of (I) the excess of (A) the sum of (i) the COLT Collections received by the Servicer on the Series 20    -SN   Lease Assets during the related Collection Period, and (ii) the Applied Extended Lease Payment Amount for such Payment Date, over (B) the Unapplied Extended Lease Payment Amount for such Payment Date, plus (II) the amounts transferred from the Reserve Account to the COLT Collection Account on such Payment Date pursuant to Section 3.03(b)(iv) of the COLT Servicing Agreement, minus (III) any amounts for Outstanding Advances and Liquidation Expenses withdrawn from the COLT Collection Account on such Payment Date pursuant to Section 3.03(b)(iii) of the COLT Servicing Agreement.

“Basic Servicing Fee”: with respect to any Payment Date, the product of (i) the Aggregate ABS Value of the Series 20    -SN   Lease Assets at the opening of business on the first day of the related Collection Period, (ii) 1/12 (or with respect to the first Payment Date, a fraction, the numerator of which is      and denominator of which is 360), and (iii) the Basic Servicing Fee Rate.

“Basic Servicing Fee Rate”:     %

“Beneficial Interest”: with respect to any Vehicle related to a Series 20    -SN   Lease Asset, (x) the beneficial interest in VAULT representing an interest in the legal title to such Vehicle, or (y) to the extent that, notwithstanding the terms of the VAULT Trust Agreement and the Statutory Trust Act, COLT is deemed to hold a direct ownership interest in the legal title to such Vehicle (and not merely a beneficial interest in VAULT representing an interest in the legal title to such Vehicle), the direct ownership interest in the legal title to such Vehicle.

“Benefit Plan”: means any of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of the Code, that is subject to Section 4975 of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing or (iv) any other plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code.

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“CARAT”: Capital Auto Receivables Asset Trust 20    -SN   , a Delaware statutory trust created by the Trust Agreement.

“CARAT 20    -SN   Certificate”: as set forth in Appendix A to the Trust Sale and Administration Agreement.

“CARAT 20    -SN   Notes”: as set forth in Appendix A to the Trust Sale and Administration Agreement.

“CARAT Basic Documents”: as set forth in Appendix A to the Trust Sale and Administration Agreement.

“CARAT Collection Account”: the account designated as the “Collection Account”, established and maintained pursuant to Section 5.01(a)(i) of the Trust Sale and Administration Agreement.

“CARAT Collection Account Shortfall Amount”: with respect to any Payment Date, the excess of (A) the amounts payable from the CARAT Collection Account on such Payment Date pursuant to Section 4.05(b) of the Trust Sale and Administration Agreement or, following the occurrence of a CARAT Indenture Event of Default and a declaration that the CARAT 20    -SN   Notes have become immediately due and payable, pursuant to Section 8.01(b) of the Trust Sale and Administration Agreement (in each case, other than deposits to the Reserve Account and payments on the CARAT 20    -SN   Certificates in accordance with the priorities of payment set forth therein), over (B) the Total Available Amount (other than any amounts set forth in clause (i) of the definition thereof) for such Payment Date.

“CARAT Indenture”: the CARAT 20    -SN   Indenture, dated as of the Series 20    -SN   Closing Date, between the Trust and the CARAT Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“CARAT Indenture Event of Default”: the meaning assigned to the term “Event of Default” in Appendix A to the Trust Sale and Administration Agreement.

“CARAT Indenture Trustee”:                             , or any successor thereto.

“CARAT Owner Trustee”: [Deutsche Bank Trust Company Delaware] or any successor thereto under the Trust Agreement.

“CARI”: Capital Auto Receivables LLC, a Delaware limited liability company formerly known as Capital Auto Receivables, Inc.

“Class A-_ Notes”: as set forth in Appendix A to the Trust Sale and Administration Agreement.

“Code”: Internal Revenue Code of 1986, as amended.

“Collection Period”: each calendar month (or, in the case of the first Collection Period, the period from and including the Cutoff Date to and including             , 20     ). With respect to any Payment Date, the “related Collection Period” is the Collection Period preceding the calendar month in which such Payment Date occurs.

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“COLT”: The trust created by the Declaration of Trust known as the “Central Originating Lease Trust,” “COLT” or “C.O.L. Trust,” a Delaware statutory trust.

“COLT 20    -SN   Account”: each of the COLT Collection Account, the Reserve Account and the Payment Ahead Servicing Account.

“COLT 20    -SN   Basic Documents”: the Declaration of Trust, the COLT 20    -SN   Supplement to the Declaration of Trust, the VAULT Trust Agreement, the COLT 20    -SN   Transfer Direction, the COLT Designation, the VAULT Security Agreement, the COLT Sale and Contribution Agreement, the COLT Indenture, the COLT Servicing Agreement, the COLT Pull Ahead Funding Agreement, the COLT Custodian Agreement, the COLT 20    -SN   Secured Notes and the COLT 20    -SN   Certificate.

“COLT 20    -SN   Certificate”: each certificate issued pursuant to Section 10.2 of the COLT 20    -SN   Supplement to the Declaration of Trust.

“COLT 20    -SN   Certificateholder”: COLT, LLC or any other Person that holds the COLT 20    -SN   Certificate.

“COLT 20    -SN   Collateral”: as set forth in the Granting Clause of the COLT Indenture.

“COLT 20    -SN   Lease Assets Assignment”: as set forth in Section 2.02 of the COLT Sale and Contribution Agreement and attached as Exhibit A to the COLT Sale and Contribution Agreement.

“COLT 20    -SN   Secured Note”: each of the Secured Notes, designated as a COLT 20    -SN   Secured Note, issued by COLT pursuant to the COLT Indenture.

“COLT 20    -SN   Secured Note Rate”:     % per annum.

“COLT 20    -SN   Secured Noteholder” or “Holder”: as of any date of determination, the Person in whose name such COLT 20    -SN   Secured Note is registered in the Secured Note Register on such date.

“COLT 20    -SN   Supplement to the Declaration of Trust”: the COLT 20    -SN   Supplement to the Declaration of Trust, dated as of the Series 20    -SN   Closing Date, between the COLT Owner Trustee and COLT, LLC, as Residual Certificateholder, pursuant to Section 3.2 of the Declaration of Trust, as the same may be amended, supplemented or otherwise modified from time to time.

“COLT 20    -SN   Transfer Direction”: the COLT 20    -SN   Transfer Direction, dated as of the Series 20    -SN   Closing Date, with respect to the transfer by the Seller to COLT of the Seller’s beneficial interest in the Vehicles related to the Series 20    -SN   Lease Assets under the VAULT Trust Agreement, executed by Ally Financial, the VAULT Trustee and COLT pursuant to the VAULT Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

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“COLT 20    -SN   Trust Estate”: all right, title and interest of COLT in, to and under the COLT 20    -SN   Collateral and all right, title and interest of VAULT in, to and under the Pledged Collateral.

“COLT Collection Account”: the account designated as such and established and maintained pursuant to Section 3.01(a)(i) of the COLT Servicing Agreement.

“COLT Collections”: with respect to any Payment Date and the Series 20    -SN   Lease Assets, an amount equal to the sum of the following amounts with respect to the related Collection Period:

(i) the Monthly Lease Payments received with respect to the Series 20    -SN   Lease Assets (including Applied Payments Ahead but excluding Excess Payments made during such Collection Period that are treated as Payments Ahead);

(ii) all Pull Ahead Payments received or deposited by the Servicer since the preceding Payment Date (or with respect to the first Payment Date, since the Cutoff Date) with respect to any Series 20    -SN   Lease Assets that became Pull Ahead Lease Assets during or prior to the related Collection Period;

(iii) all Warranty Payments received or deposited by the Servicer in respect of the Series 20    -SN   Lease Assets during the related Collection Period;

(iv) all Administrative Purchase Payments received or deposited by the Servicer in respect of the Series 20    -SN   Lease Assets during the related Collection Period;

(v) all Sale Proceeds received or deposited by the Servicer in respect of the Series 20    -SN   Lease Assets during the related Collection Period;

(vi) any Monthly Payment Advances and Residual Advances with respect to such Payment Date;

(vii) all Extended Lease Payments received or deposited by the Servicer with respect to Extended Leases during the related Collection Period;

(viii) if such Payment Date is the Optional Purchase Date, the Optional Purchase Price deposited into the COLT Collection Account by the Servicer on such Payment Date pursuant to Section 6.01 of the COLT Servicing Agreement;

(ix) all Insurance Proceeds received with respect to the Series 20    -SN   Lease Assets during the related Collection Period;

(x) without double counting any of the amounts specifically set forth above, the portion of any Security Deposits with respect to the Series 20    -SN   Lease Assets deemed to be included as part of COLT Collections for the related Collection Period pursuant to Section 2.03(b) of the COLT Servicing Agreement; plus

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(xi) any other amounts received by the Servicer during the related Collection Period with respect to the Series 20    -SN   Lease Assets, other than Excluded Amounts, Supplemental Servicing Fees, Excess Payments and Sales and Use Tax Amounts.

In no event shall the term “COLT Collections” for any Payment Date include any Excluded Amounts or Sales and Use Tax Amounts received during the related Collection Period.

“COLT Custodian”: Ally Financial, or another custodian named from time to time in the COLT Custodian Agreement.

“COLT Custodian Agreement”: the COLT 20    -SN   Custodian Agreement, dated as of the Series 20    -SN   Closing Date, between the COLT Custodian and the COLT Owner Trustee, substantially in the form of Exhibit B to the COLT Servicing Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“COLT Indenture”: the COLT 20    -SN   Indenture, dated as of the Series 20    -SN   Closing Date, between COLT and the COLT Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“COLT Indenture Trustee”:                             , or any successor thereto.

“COLT, LLC”: Central Originating Lease, LLC, a Delaware limited liability company, or any successor thereto.

“COLT Order”: a written order signed in the name of COLT by any of its Authorized Officers and delivered to the COLT Indenture Trustee.

“COLT Overcollateralization Amount”: $        , which is equal to the excess of Aggregate Initial ABS Value on the Cutoff Date over the Initial Secured Note Principal Balance.

“COLT Owner Trustee”: has the meaning assigned to the term in Appendix A to the Trust Sale and Administration Agreement.

“COLT Program Definitions”: the COLT Program Definitions attached as Exhibit I to the Declaration of Trust.

“COLT Pull Ahead Funding Agreement”: the COLT 20    -SN   Pull Ahead Funding Agreement, dated as of the Series 20    -SN   Closing Date, between Ally Financial, as agent for General Motors and the COLT Indenture Trustee, substantially in the form attached as Exhibit C to the COLT Servicing Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“COLT Request”: a written request signed in the name of COLT by any of its Authorized Officers and delivered to the COLT Indenture Trustee.

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“COLT Sale and Contribution Agreement”: the COLT 20    -SN   Sale and Contribution Agreement, dated as of the Series 20    -SN   Closing Date, between COLT and Ally Financial, as the same may be amended, supplemented or otherwise modified from time to time.

“COLT Servicing Agreement”: the COLT 20    -SN   Servicing Agreement, dated as of the Series 20    -SN   Closing Date, between Ally Financial, as servicer, COLT and the COLT Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“Commission”: The Securities and Exchange Commission.

“Corporate Trust Office”: with respect to the COLT Indenture Trustee, the principal office at which at any particular time the corporate trust business of the COLT Indenture Trustee is administered, which office is initially located at                     ,                     ,             ,             ,             .

“Customary Servicing Practices”: the customary servicing practices, procedures and policies utilized by the Servicer with respect to automotive leases that it services for itself or others, as such practices, procedures and policies may be changed from time to time.

“Cutoff Date”:             , 20    .

“Dealer”: as set forth in the COLT Program Definitions attached as Exhibit I to the Declaration of Trust.

“Declaration of Trust”: the Declaration of Trust by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, dated as of December 13, 2006, acknowledged, accepted and agreed to by COLT, LLC, as the same may be amended, supplemented or otherwise modified from time to time.

“Default”: Any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default under the COLT Indenture with respect to the COLT 20    -SN   Secured Notes.

“Delivery”: when used with respect to Designated Account Property, “Delivery” means:

(i) with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” as defined in Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer thereof to the Designated Account Owner or its nominee or custodian by physical delivery to the Designated Account Owner or its nominee or custodian endorsed to, or registered in the name of, the Designated Account Owner or its nominee or custodian or endorsed in blank, and, with respect to a “certificated security” (as defined in Section 8-102 of the UCC) transfer to thereof (A) by delivery of such certificated security endorsed to, or registered in the name of, the Designated Account Owner or its nominee or custodian, or to another person, other than a “securities intermediary” (as defined in Section 8-102(14) of the UCC), who acquires possession of the certificated security on behalf of the Designated Account Owner or its nominee or custodian or, having previously acquired possession of the certificate, acknowledges in an authenticated record that it holds for the

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Designated Account Owner or its nominee or custodian, or (B) by delivery thereof to a “securities intermediary”, who has agreed to hold all such assets delivered to it as “financial assets” under Article 8 of the applicable UCC and credit such assets to a “securities account” in which the Designated Account Owner is the entitlement holder, or (C) by delivery thereof to a “clearing corporation” (all of the foregoing, the “Physical Property”), and, in any event, any such Physical Property in registered form shall be in the name of the Designated Account Owner or its nominee or custodian; and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Designated Account Property to the Designated Account Owner or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof;

(ii) with respect to any such Designated Account Property that is any security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations, the following procedures, all in accordance with applicable law, including applicable Federal regulations and Articles 8 and 9 of the UCC: (A) book-entry registration of such Designated Account Property to an appropriate book-entry account maintained with a Federal Reserve Bank by a financial intermediary which is also a “depositary” pursuant to applicable federal regulations and issuance by such intermediary of a deposit advice or other written confirmation of such book-entry registration to the Designated Account Owner or its nominee or custodian of the purchase by the Designated Account Owner or its nominee or custodian of such book-entry securities, (B) the making by such financial intermediary of entries in its books and records identifying such book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations as belonging to the Designated Account Owner or its custodian or nominee and indicating that such custodian holds such Designated Account Property solely as agent for the Designated Account Owner or its nominee or custodian, (C) the making by the Designated Account Owner of entries in its books and records establishing that it holds such Designated Account Property solely as Designated Account Owner under the terms of Section 3.01 of the COLT Servicing Agreement, and (D) such additional or alternative procedures as may hereafter become appropriate to effect complete transfer or ownership of any such Designated Account Property to the Designated Account Owner, consistent with changes in applicable law or regulations or the interpretation thereof; and

(iii) with respect to any item of Designated Account Property that is an uncertificated security (as defined in Section 8-102(18) of the UCC) and that is not governed by clause (ii) above, (A) registration on the books and records of the issuer thereof in the name of the Designated Account Owner or its nominee or custodian, (B) registration on the books and records of the issuer thereof in the name of another person, other than a securities intermediary, who acknowledges that it holds such uncertificated security for the benefit of the Designated Account Owner or its nominee or custodian, or (C) the delivery of such uncertificated security to a securities intermediary who has agreed to hold all such uncertificated securities delivered to it as “financial assets” under Article 8 of the applicable UCC and credit such assets to a “securities account” in which the Designated Account Owner is the entitlement holder.

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“Designated Account Owner”: with respect to any Designated Account, the Person in whose name such account is required to be maintained.

“Designated Account Property”: all amounts and investments held from time to time in any Designated Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise) and all proceeds of the foregoing.

“Designated Accounts”: the COLT Collection Account and the Reserve Account, collectively.

“Determination Date”: the 10th day of each calendar month, or if such 10th day is not a Business Day, the next succeeding Business Day. With respect to any Payment Date, the “related Determination Date” is the Determination Date preceding such Payment Date.

“Direct COLT Pledge”: as set forth in the Granting Clause of the COLT Indenture.

“Discount Rate”:     % per annum.

“Eligible Deposit Account”: either (i) a segregated account with an Eligible Institution or (ii) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade.

“Eligible Institution”: either (i) the corporate trust department of the Designated Account Owner, Deutsche Bank Trust Company Delaware or the COLT Indenture Trustee or (ii) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), (A) which has either (1) a long-term unsecured debt rating acceptable to the Rating Agencies or (2) a short-term unsecured debt rating or certificate of deposit rating acceptable to the Rating Agencies and (B) whose deposits are insured by the Federal Deposit Insurance Corporation.

“Eligible Investments”: book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(i) direct obligations of, and obligations fully guaranteed as to full and timely payment by, the full faith and credit of the United States of America;

(ii) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof or the District of Columbia (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby;

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(iii) commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby;

(iv) investments in money market or common trust funds having a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby (including funds for which the Designated Account Owner, the COLT Owner Trustee or the COLT Indenture Trustee or any of their respective affiliates is an investment manager or advisor, so long as such fund shall have such rating);

(v) bankers’ acceptances issued by any depository institution or trust company referred to in clause (ii) above;

(vi) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with (A) a depository institution or trust company (acting as principal) described in clause (ii) or (B) a depository institution or trust company (x) the deposits of which are insured by FDIC or (y) the counterparty for which has a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations, the collateral for which is held by a custodial bank for the benefit of the Designated Account Owner or the COLT Indenture Trustee, is marked to market daily and is maintained in an amount that exceeds the amount of such repurchase obligation, and which is required to be liquidated immediately upon the amount of such collateral being less than the amount of such repurchase obligation (unless the counterparty immediately satisfies the repurchase obligation upon being notified of such shortfall);

(vii) (solely in the case of the Reserve Account) the Class A-1 Notes;

(viii) commercial paper master notes having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations; and

(ix) any other investment permitted by each of the Rating Agencies;

in each case, unless otherwise permitted by the Rating Agencies, maturing (A) not later than the Business Day immediately preceding the next Payment Date or (B) on such next Payment Date if either (x) such investment is issued by the institution with which the applicable account is then maintained or (y) the Designated Account Owner (or such other Person in whose name the applicable account is maintained) (so long as the short-term unsecured debt obligations of the Designated Account Owner (or such other Person in whose name the applicable account is

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maintained) are rated at least “A-1+” by S&P and “P-1” by Moody’s on the date such investment is made) shall advance funds on such Payment Date in the amount payable on such investment on such Payment Date pending receipt thereof to the extent necessary to make distributions on such Payment Date in accordance with Article III of the COLT Servicing Agreement. If a Rating Agency that is rating the CARAT 20    -SN   Notes has failed to provide a rating for an investment, then an equivalent required deposit rating may be obtained from another nationally recognized rating agency. For purposes of the foregoing, (x) unless the Designated Account Owner (or such other Person in whose name the applicable account is maintained) objects at the time an investment is made, the Designated Account Owner (or such other Person in whose name the applicable account is maintained) shall be deemed to have agreed to make such advance with respect to such investment, and (y) references herein to a rating in the investment category for short term unsecured debt or certificates of deposit shall mean “P-1” in the case of Moody’s, and “A-1” in the case of S&P.

“ERISA” Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate”: a corporation, trade or business that is, along with Ally Financial, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Section 414 of the Code or Section 4001 of ERISA.

“Event of Default”: an event described in Section 5.1 of the COLT Indenture.

“Event of Default Sale Notice”: as set forth in Section 5.4 of the COLT Indenture.

“Excess Payment”: as set forth in Section 3.05(a) of the COLT Servicing Agreement.

“Excess Wear and Excess Mileage Charges”: with respect to any Series 20    -SN   Lease Asset, charges to a Lessee in accordance with the terms of the related Series 20    -SN   Lease upon termination of such Series 20    -SN   Lease (i) as a result of excess wear and tear with respect to the related Vehicle and (ii) mileage charges incurred for vehicle mileage in excess of the amount permitted under the Series 20    -SN   Lease.

“Exchange Act”: as set forth in Appendix A to the Trust Sale and Administration Agreement.

“Excluded Amounts”: with respect to any Payment Date and to any Series 20    -SN   Lease Asset, the sum of (i) any amounts received by the Servicer during the related Collection Period with respect to any administrative fees and parking tickets and fines on the related Vehicle, (ii) premiums paid by the Servicer or due to the related insurer during the related Collection Period in connection with the maintenance of insurance with respect to such Series 20    -SN   Lease Asset, and (iii) any amounts required under applicable law to be paid or refunded to the Lessee during the related Collection Period (including any rebates of premiums with respect to cancellation of any insurance policy or service contract entered into by such Lessee).

“Extended Lease”: any Series 20    -SN   Lease that has reached its Scheduled Lease End Date, with respect to which (x) the Lessee has paid all Monthly Lease Payments required under the terms of such Series 20    -SN   Lease and (y) the Lessee has agreed with the Servicer to extend the term of such Series 20    -SN   Lease and to continue making Monthly Lease Payments under such Series 20    -SN   Lease in an amount as agreed between the Lessee and the Servicer.

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“Extended Lease Payments”: with respect to any Extended Lease and any Collection Period prior to the Collection Period in which the related Vehicle was sold or otherwise disposed of by the Servicer, any Monthly Lease Payments due under such Extended Lease after its Scheduled Lease End Date and received by the Servicer during the related Collection Period, minus any payments in respect of Sales and Use Tax Amounts required to be paid with respect to such Extended Lease during such Collection Period.

“FDIC”: Federal Deposit Insurance Corporation or any successor agency.

“Final Scheduled Payment Date”:            .

“Fitch”: as defined in Appendix A to the Trust Sale and Administration Agreements.

“General Motors”: General Motors LLC and its successors and assigns.

“Grant”: to mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon, a security interest in and right of set off against, deposit, set over and confirm pursuant to the COLT Indenture. A Grant of the COLT 20    -SN   Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of, the COLT 20    -SN   Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Holder”: with respect to any COLT 20    -SN   Secured Note and any date of determination, the Person in whose name such COLT 20    -SN   Secured Note is registered in the Secured Note Register on such date.

“Indemnified Person”: as set forth in Section 4.01(a)(ii) of the COLT Servicing Agreement.

“Independent”: when used with respect to any specified Person, the Person (a) is in fact independent of COLT, the Seller, the Servicer and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in COLT, the Seller, the Servicer or any Affiliate of any of the foregoing Persons and (c) is not connected with COLT, the Seller, the Servicer or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

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“Independent Certificate”: a certificate or opinion to be delivered to the COLT Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the COLT Indenture, made by an Independent appraiser or other expert appointed by a COLT Order and approved by the COLT Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” and that the signer is Independent within the meaning thereof.

“Initial ABS Value”: with respect to each Series 20    -SN   Lease Asset, the sum of (i) the present value, as of the Cutoff Date (discounted at a rate equal to the Discount Rate and computed on the basis of a 360-day year comprised of twelve 30-day months), of each Monthly Lease Payment for such Series 20    -SN   Lease Asset due after the Cutoff Date, discounted from the first day of the Collection Period in which such Monthly Lease Payment is due to the Cutoff Date, (ii) the aggregate amount of past due and unpaid Monthly Lease Payments for which no Advances have been made, and (iii) the present value, as of the close of business on the Cutoff Date (discounted at a rate equal to the Discount Rate and computed on the basis of a 360-day year comprised of twelve 30-day months), of the Lease Residual for such Series 20    -SN   Lease Asset, discounted from the first day of the Collection Period in which the Scheduled Lease End Date for such Series 20    -SN   Lease Asset occurs to the Cutoff Date.

“Initial Secured Note Principal Balance”: as set forth in Section 2.1(c) of the COLT Indenture.

“Insurance Proceeds”: with respect to a Payment Date and a Series 20    -SN   Lease Asset, the sum of (i) all amounts received by the Servicer during the related Collection Period with respect to any insurance policies maintained with respect to such Series 20    -SN   Lease Asset pursuant to Section 2.08(a) of the COLT Servicing Agreement and (ii) all amounts required to be deposited by the Servicer pursuant to Section 2.08(b) of the COLT Servicing Agreement during the related Collection Period.

“Interested Parties”: as set forth in the recitals to the COLT Sale and Contribution Agreement.

“Investment Earnings”: investment earnings on investments of funds deposited in the COLT 20    -SN   Accounts, net of losses and investment expenses.

“Lease Residual”: with respect to any Series 20    -SN   Lease Asset, the lesser of the Stated Residual Value and the ALG Residual for the related Vehicle.

“Lessee”: with respect to any Series 20    -SN   Lease Asset, the lessee or the co-lessees of the Vehicle and any guarantor of the Series 20    -SN   Lease comprising such Series 20    -SN   Lease Asset.

“Lien”: as defined in Appendix A to the Trust Sale and Administration Agreement.

“Lessee Purchase Amount”: with respect to a Vehicle related to a Series 20    -SN   Lease Asset that the Lessee is purchasing at the Scheduled Lease End Date, all amounts payable by the Lessee in connection with such purchase under the related Series 20    -SN   Lease.

“Liquidating Lease Asset”: a Series 20    -SN   Lease Asset with respect to which the first of the following has occurred during a Collection Period:

(a) the related Vehicle was sold or otherwise disposed of by the Servicer following the scheduled or early termination of the related Series 20    -SN   Lease;

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(b) the related Series 20    -SN   Lease terminated prior to the related Collection Period and reached its Scheduled Lease End Date more than 120 days prior to the end of such Collection Period and as of the end of such Collection Period, the related Vehicle remained unsold;

(c) the related Series 20    -SN   Lease became an Extended Lease on its Scheduled Lease End Date and such Scheduled Lease End Date shall have occurred more than 120 days prior to the end of such Collection Period and as of the end of such Collection Period, the related Vehicle remained unsold; or

(d) the Servicer’s records, in accordance with its Customary Servicing Practices, disclose that all Insurance Proceeds expected to be received have been received by the Servicer following a casualty or other loss with respect to the related Vehicle.

“Liquidation Expenses”: with respect to a Series 20    -SN   Lease Asset in respect of which the related Vehicle has been sold or otherwise disposed of by the Servicer during or prior to the related Collection Period, the amount charged to the account of the Lessee, in keeping with the Servicer’s Customary Servicing Practices, for refurbishing and disposing of the related Vehicle and other out-of-pocket costs related to the liquidation, including all repossession, auction, painting repair, legal and any and all other similar liquidation, collection and refurbishment costs and expenses.

“Monthly Lease Payment”: with respect to any Series 20    -SN   Lease Asset, the amount required to be paid by the Lessee under the related Series 20    -SN   Lease on or prior to each Monthly Lease Payment Date (as such amount may be modified in connection with any permitted modification or extension), minus any payments with respect to Sales and Use Tax Amounts required to be paid pursuant to such Series 20    -SN   Lease on or prior to such Monthly Lease Payment Date.

“Monthly Lease Payment Date”: with respect to any Series 20    -SN   Lease Asset, the date specified in the related Series 20    -SN   Lease as the date on or before which the Lessee is required to make a payment each month.

“Monthly Payment Advance”: as set forth in Section 3.06(a) of the COLT Servicing Agreement.

“Monthly Remittance Condition”: a condition that shall be satisfied if (A) Ally Financial or any Affiliate thereof is the Servicer, (B) no Servicer Default has occurred and is continuing, and (C) either (i) the short-term unsecured debt of the Servicer is rated at least “A-1” by S&P and “P-1” by Moody’s, or (ii) the Servicer has made any other arrangements satisfactory to the Rating Agencies.

“Moody’s”: as defined in Appendix A to the Trust Sale and Administration Agreement.

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“New COLT Designation”: the Designation of Trust Beneficiary and Creation of Series of Beneficial Interest, dated as of December 13, 2006, between Ally Financial and COLT and accepted, acknowledged and agreed by the VAULT Trustee and Multi-Use Lease Entity Trust, a Delaware statutory trust.

“New COLT Series”: the series created for the benefit of COLT pursuant to the New COLT Designation dated as of December 13, 2006.

“Note Principal Balance”: as defined in Appendix A to the Trust Sale and Administration Agreement.

“Noteholders’ Regular Principal Distributable Amount”: as defined in Appendix A to the Trust Sale and Administration Agreement.

“Notice of Default”: as set forth in Section 5.1(b) of the COLT Indenture.

“Officer’s Certificate”: (i) with respect to any corporation, unless otherwise specified in this Agreement, a certificate signed by the Chairman of the Board, Vice Chairman of the Board, President, any Vice President, any Treasurer, any Assistant Treasurer, any Secretary or any Assistant Secretary of such corporation, (ii) with respect to any limited liability company, a certificate signed by any manager of such limited liability company, and (iii) with respect to COLT, the COLT Owner Trustee or the COLT Indenture Trustee, a certificate signed by any Responsible Officer thereof.

“Opinion of Counsel”: a written opinion of counsel, who may be an employee of the Servicer or its Affiliates.

“Optional Purchase Date”: as set forth in Section 6.01 of the COLT Servicing Agreement.

“Outstanding”: with respect to any COLT 20    -SN   Secured Notes and date of determination, all such COLT 20    -SN   Secured Notes theretofore authenticated and delivered under the COLT Indenture except:

(1) COLT 20    -SN   Secured Notes theretofore cancelled by the COLT Indenture Trustee in accordance with Section 2.7 of the COLT Indenture;

(2) COLT 20    -SN   Secured Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the COLT Indenture Trustee or any Paying Agent in trust for the Holders of such COLT 20    -SN   Secured Notes; provided, however, that if such COLT 20    -SN   Secured Notes are to be redeemed, notice of such redemption has been duly given pursuant to the COLT Indenture or provision therefor, satisfactory to the COLT Indenture Trustee, has been made; and

(3) COLT 20    -SN   Secured Notes in exchange for or in lieu of other COLT 20    -SN   Secured Notes which have been authenticated and delivered pursuant to the COLT Indenture unless proof satisfactory to the COLT Indenture Trustee is presented that any such COLT 20    -SN   Secured Notes are held by a Protected Purchaser; provided, however, that in

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determining whether the Holders of the requisite Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document or any COLT 20    -SN   Basic Document related thereto, COLT 20    -SN   Secured Notes both legally and beneficially owned by COLT, the Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding. COLT 20    -SN   Secured Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the COLT Indenture Trustee the pledgor’s right so to act with respect to such COLT 20    -SN   Secured Notes and that the pledgee is not the issuer of the COLT 20    -SN   Secured Notes, the Seller of the Secured Notes under any of the Secured Notes Transfer and Administration Agreements, the Servicer or an Affiliate of any of the foregoing Persons.

“Outstanding Advance”: as of the last day of a Collection Period and with respect to a Series 20    -SN   Lease Asset, the sum of all Monthly Payment Advances and Residual Advances made on or prior to such date, minus all payments made or collections received on or prior to such date that are specified in Section 3.06(c) and (d) of the COLT Servicing Agreement as reducing Outstanding Advances with respect to such Series 20    -SN   Lease Asset.

“Outstanding Amount”: as of any date, the aggregate Secured Note Principal Balance of all COLT 20    -SN   Secured Notes Outstanding at such date.

“Overdue Payment”: with respect to a Payment Date and a Series 20    -SN   Lease Asset, all payments, other than Supplemental Servicing Fees, Excluded Amounts and Sales and Use Tax Amounts, received by the Servicer from or for the account of the related Lessee during the related Collection Period, to the extent of the portion of any Outstanding Advances made with respect to such Series 20    -SN   Lease Asset.

“Paying Agent”: with respect to the COLT Indenture, the COLT Indenture Trustee or any other Person that meets the eligibility standards for the COLT Indenture Trustee specified in Section 6.11 of the COLT Indenture and is authorized by COLT to make the payments to and distributions from the COLT Collection Account on the COLT 20    -SN   Secured Notes on behalf of COLT.

“Payment Ahead Servicing Account”: as set forth in Section 3.01(a)(ii) of the COLT Servicing Agreement.

“Payment Date”: the fifteenth day of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day, commencing             , 20    .

“Payments Ahead”: with respect to each Payment Date and a Series 20    -SN   Lease, the aggregate of all Excess Payments on such Series 20    -SN   Lease received during or prior to the related Collection Period minus the aggregate of all Applied Payments Ahead on such Series 20    -SN   Lease which were applied on any prior Payment Date.

“PBGC”: the Pension Benefit Guaranty Corporation.

“Perfection Representations”: the representations set forth on Schedule B to the COLT Sale and Contribution Agreement.

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“Physical Property”: the property described as such in the definition of “Delivery.”

“Pledged Collateral”: as set forth in Section 2 of the VAULT Security Agreement.

“Pooling and Administration Agreement”: the Pooling and Administration Agreement, dated as of the Series 20    -SN   Closing Date, between Ally Financial and CARI, as the same may be amended, supplemented or otherwise modified from time to time.

“Proceeding”: any suit in equity, action at law or other judicial or administrative proceeding.

“Program Lease”: automobile and light truck leases sold, assigned, transferred or conveyed to COLT, including all other agreements related thereto and all rights and obligations thereunder.

“Protected Purchaser”: as defined in Section 8-303 of the UCC, and provided that the requirements of Section 8-405 of the UCC are met.

“Pull Ahead Agent”: Ally Financial, in its capacity as agent for General Motors under the Pull Ahead Funding Agreement.

“Pull Ahead Funding Agreement”: the Pull Ahead Funding Agreement, dated as of the Series 20    -SN   Closing Date, between Ally Financial, as agent for General Motors, COLT and              as COLT Indenture Trustee, as amended and supplemented from time to time.

“Pull Ahead Lease Asset”: a Series 20    -SN   Lease Asset with respect to which the related Lessee has elected to terminate the related Series 20    -SN   Lease prior to its Scheduled Lease End Date by delivering the related Vehicle to a Dealer in connection with a Pull Ahead Program.

“Pull Ahead Payment”: with respect to any Pull Ahead Lease Asset and any Payment Date, the sum of (i) all remaining Monthly Lease Payments due in accordance with the terms of the related Series 20    -SN   Lease, (ii) all due and unpaid Monthly Lease Payments, and (iii) any Pull Ahead Payment that was due but not paid in full on any prior Payment Date.

“Pull Ahead Program”: any program instituted by Ally Financial, as agent of General Motors Corporation, or by General Motors Corporation pursuant to which the Lessee shall be permitted to terminate a Series 20    -SN   Lease prior to its Scheduled Lease End Date without payment by the Lessee of all or a portion of the remaining Monthly Lease Payments due in accordance with the terms of the related Series 20    -SN   Lease.

“Rated Notes”: with respect to the COLT 20    -SN   Secured Notes, each class of notes secured by an interest in the COLT 20    -SN   Secured Notes, which has been rated by a Rating Agency at the request of the Servicer.

“Rating Agency”: as set forth in Appendix A to the Trust Sale and Administration Agreement.

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“Record Date”: with respect to any Payment Date, the close of business on the last Business Day of the preceding calendar month.

“Redemption Date”: the date specified as such by the Servicer in accordance with Section 10.1 of the COLT Indenture.

“Redemption Price”: shall mean the Optional Purchase Price.

“Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such regulations may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518. 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) and as may be provided by the Commission or its staff from time to time.

“Released Administrative Amount”: with respect to an Administrative Lease Asset, any collections on such Lease Asset remaining or received after payment of the Administrative Purchase Payment.

“Released Warranty Amount”: with respect to a Warranty Lease Asset, any collections on such Warranty Lease Asset remaining or received after payment of the Warranty Payment.

“Report of Assessment of Compliance with Servicing Criteria”: As defined in Section 2.17(a) of the COLT Servicing Agreement.

“Required Deposit Rating”: a rating on short-term unsecured debt obligations of at least “P-1” by Moody’s and at least “A-1” by S&P or otherwise acceptable to the Rating Agencies. Any requirement that the short-term unsecured debt obligations have the “Required Deposit Rating” shall mean that such short-term unsecured debt obligations have the foregoing required ratings from each Rating Agency.

“Reserve Account”: the account established for the benefit of the holders of the COLT 20    -SN   Secured Notes pursuant to Section 3.02 of the COLT Servicing Agreement.

“Reserve Account Available Amount”: as of any date of determination, the cash and other Eligible Investments on deposit in the Reserve Account on such date of determination.

“Reserve Account Excess Amount”: with respect to any Payment Date, the excess, if any, of (i) the Reserve Account Available Amount on such date, over (ii) the Reserve Account Required Amount on such date.

“Reserve Account Initial Deposit”: an amount equal to $        .

“Reserve Account Required Amount”: with respect to any Payment Date, an amount equal to the lesser of (1) the sum of (i) $         (which is     % of the Aggregate Initial ABS Value of the Series 20    -SN   Lease Assets) and (ii)     % of the Aggregate ABS Value at the close of business on the last day of the related Collection Period, and (2) the Aggregate Note Principal Balance (as defined in the Trust Sale and Administration Agreement).

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“Residual Advance”: as set forth in Section 3.06(b) of the COLT Servicing Agreement.

“Responsible Officer”: (1) when used with respect to the COLT Owner Trustee, any officer of Deutsche Bank Trust Company Americas acting under a valid power of attorney from the COLT Owner Trustee, or any officer within the Corporate Trust Office of the COLT Owner Trustee including any Vice President, Assistant Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer or any other officer of the COLT Owner Trustee customarily performing functions similar to those performed by any of the above designated officers in each case having direct responsibility for administration of the Declaration of Trust and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject; (2) when used with respect to the COLT Indenture Trustee, any officer within the Corporate Trust Office (or any successor group of the COLT Indenture Trustee), including any managing director, vice president, assistant vice president, secretary, assistant secretary, vice president or any other officer of the COLT Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of the COLT Indenture; (3) when used with respect to COLT, any officer of the COLT Owner Trustee and/or the Servicer who is authorized to act for COLT and who is identified on the list of Responsible Officers delivered by the COLT Owner Trustee or the Servicer, as applicable, to the COLT Indenture Trustee on the date hereof (as such list may be modified or supplemented from time to time thereafter); and (4) when used with respect to the Servicer or any other payee, the President, any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer or assistant officer of such Person customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“S&P”: as defined in Appendix A to the Trust Sale and Administration Agreement.

“Sale Proceeds”: with respect to any Series 20    -SN   Lease Asset and the Payment Date following the Collection Period in which the related Vehicle was sold or otherwise disposed of by the Servicer, an amount equal to the sum of the following:

(i) all proceeds from the sale of the related Vehicle following the termination of the Series 20    -SN   Lease, including any amounts realized from sales to Dealers, during the related Collection Period, plus

(ii) if such Series 20    -SN   Lease terminated prior to its Scheduled Lease End Date (other than by reason of being a Pull Ahead Lease Asset), all amounts paid by the Lessee in connection with such early termination under the Series 20    -SN   Lease, plus

(iii) without duplication of any amounts described in clause (i) or (ii), any other amounts (other than Excluded Amounts, Supplemental Servicing Fees, Excess Payments, any Extended Lease Payments on such Series 20    -SN   Lease Asset and

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Sales and Use Tax Amounts) received by the Servicer during the related Collection Period with respect to such Series 20    -SN   Lease after its Scheduled Lease End Date, including all amounts collected by the Servicer in respect of Excess Wear and Excess Mileage Charges for such Vehicle, minus

(iv) the sum of (a) any Liquidation Expenses with respect to such Series 20    -SN   Lease Asset, (b) any amounts that are required to be paid or refunded to the Lessee and/or any other Person under applicable law and (c) any Sales and Use Tax Amounts payable under such Series 20    -SN   Lease.

“Sales and Use Tax Amount”: the portion of each payment under a Series 20    -SN   Lease Asset that is allocable to fees and sales, use or other taxes or payments due under such Series 20    -SN   Lease.

“Scheduled Lease End Date”: with respect to any Series 20    -SN   Lease Asset, the original date set forth in the related Series 20    -SN   Lease as the date on which such Series 20    -SN   Lease is scheduled to expire, but not including any extensions that cause the Series 20    -SN   Lease to become an Extended Lease.

“Secured Note Interest Distributable Amount”: with respect to each COLT 20    -SN   Secured Note and any Payment Date, the sum of:

(a) the Secured Note Monthly Accrued Interest for such COLT 20    -SN   Secured Note on such Payment Date;

(b) any Secured Note Interest Distributable Amount due but not paid with respect to such COLT 20    -SN   Secured Note on the preceding Payment Date; and

(c) interest on any such unpaid Secured Note Interest Distributable Amount specified in clause (b) determined by multiplying

(i) the COLT 20    -SN   Secured Note Rate, by

(ii) the amount of such unpaid Secured Note Interest Distributable Amount, and by

(iii) 1/12.

“Secured Note Monthly Accrued Interest”: with respect to any Payment Date and each COLT 20    -SN   Secured Note, the product of (i) the Secured Note Principal Balance of such COLT 20    -SN   Secured Note at the close of business on the immediately preceding Payment Date (after giving effect to the distribution of the Secured Note Principal Distributable Amount on such date in accordance with Section 3.03(c)(iii) of the COLT Servicing Agreement or, with respect to the first Payment Date, the initial Secured Note Principal Balance of such COLT 20    -SN   Secured Note), (ii) 1/12 (or, with respect to the first Payment Date, the actual number of days from and including the Series 20    -SN   Closing Date to but excluding such Payment Date, divided by 360), and (iii) the COLT 20    -SN   Secured Note Rate.

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“Secured Note Principal Balance”: with respect to a COLT 20    -SN   Secured Note on any date of determination, an amount equal to __% of the sum of the Initial ABS Values of the Series 20    -SN   Lease Assets acquired by Ally Financial in the state related to such COLT 20    -SN   Secured Note, reduced by all payments prior to such date of determination in respect of principal made to the holder of such COLT 20    -SN   Secured Note pursuant to Section 3.03(c)(iii) of the COLT Servicing Agreement.

“Secured Note Principal Distributable Amount”: for any Payment Date, the lesser of:

(a) the Aggregate Secured Note Principal Balance at the close of business on the immediately preceding Payment Date (after giving effect to any principal payments made on the COLT 20    -SN   Secured Notes on such preceding Payment Date or with respect to the first Payment Date, on the Series 20    -SN   Closing Date); and

(b) an amount equal to the excess, if any, of (i) the Aggregate Secured Note Principal Balance at the close of business on the immediately preceding Payment Date (after giving effect to any principal payments made on the COLT 20    -SN   Secured Notes on such preceding Payment Date or with respect to the first Payment Date, on the Series 20    -SN   Closing Date) over (ii) the result of the Aggregate ABS Value at the close of business on the last day of the related Collection Period minus the COLT Overcollateralization Amount.

Notwithstanding the foregoing, on the Final Scheduled Payment Date for the COLT 20    -SN   Secured Notes, the Secured Note Principal Distributable Amount shall also include the amount that is necessary, after giving effect to other amounts withdrawn by the COLT Indenture Trustee on such Payment Date and allocable to payments of principal, to reduce the outstanding principal balance of the COLT 20    -SN   Secured Notes to zero.

“Secured Note Register”: the register for the COLT 20    -SN   Secured Notes specified in Section 2.3(a) of the COLT Indenture.

“Secured Note Registrar”: initially, the COLT Indenture Trustee, as set forth in Section 2.3(a) of the COLT Indenture, and thereafter, any other Person appointed by COLT in accordance with Section 2.3 of the COLT Indenture.

“Secured Notes Transfer and Administration Agreements”: as set forth in the recitals to the COLT Sale and Contribution Agreement.

“Securities Act” : as set forth in Appendix A to the Trust Sale and Administration Agreement.

“Securities Intermediary”: as set forth in Section 3.01(b) of the COLT Servicing Agreement.

“Security Deposit”: with respect to any Vehicle, any security deposit made by the Lessee under the related Series 20    -SN   Lease.

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“Seller”: the Person executing the COLT Sale and Contribution Agreement as the Seller or its successors in interest pursuant to Section 6.14 of the COLT Sale and Contribution Agreement.

“Series 20    -SN  ”: as set forth in Section 10.1(b) of the COLT 20    -SN   Supplement to the Declaration of Trust.

“Series 20    -SN   Closing Date”:             , 20    .

“Series 20    -SN   Further Holders”: the COLT Indenture Trustee, the COLT Owner Trustee, each COLT 20    -SN   Secured Noteholder, the COLT 20    -SN   Certificateholder and the CARAT Indenture Trustee.

“Series 20    -SN   Lease Asset Files”: as set forth in Section 2.04 of the COLT Sale and Contribution Agreement.

“Series 20    -SN   Lease Assets”: as of any date of determination, the Lease Assets listed on the initial Series 20    -SN   Lease Assets Schedule, excluding any Lease Assets as of such date that constitute Liquidating Lease Assets, Administrative Lease Assets required to be purchased on or before such date and Warranty Lease Assets required to be repurchased on or before such date.

“Series 20    -SN   Lease Assets Schedule”: as set forth in Section 2.19 of the COLT Servicing Agreement.

“Series 20    -SN   Leases”: the Program Leases relating to the Series 20    -SN   Lease Assets.

“Series 20    -SN   Portfolio”: as set forth in Section 10.1(a) of the COLT 20    -SN   Supplement to the Declaration of Trust.

“Series Portfolio”: one or more separate portfolios of assets of COLT which have been identified and allocated on the books and records of COLT pursuant to Section 3.2 of the Declaration of Trust.

“Servicer”: the Person executing the COLT Servicing Agreement as the Servicer or its successors in interest pursuant to Section 4.02 of the COLT Servicing Agreement.

“Servicer Default”: an event described in Section 5.01 of the COLT Servicing Agreement.

“Servicer’s Certificate”: a certificate, completed by and executed on behalf of the Servicer by a Responsible Officer, in accordance with Section 2.15 of the COLT Servicing Agreement.

“Servicing Criteria”: The “servicing criteria” set forth in Item 1122(d) of Regulation AB.

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“Sold Assets”: as set forth in Section 2.01(a)(vii) of the COLT Sale and Contribution Agreement.

“Stated Residual Value”: with respect to a Series 20    -SN   Lease Asset, the residual value of the related Vehicle as set forth in the related Series 20    -SN   Lease.

“Subject Estate”: as set forth in Section 5.4 of the COLT Indenture.

“Supplemental Servicing Fee”: with respect to a Collection Period, all Investment Earnings and any late fees, NSF check charges, disposition fees, purchase option fees, prepayment charges and other administrative fees and expenses or similar charges with respect to the Series 20    -SN   Lease Assets, collected (from whatever source) on the Series 20    -SN   Lease Assets held by COLT during such Collection Period.

“Total Available Amount”: as set forth in Appendix A to the Trust Sale and Administration Agreement.

“Trust”: Capital Auto Receivables Asset Trust 20    -SN  , a Delaware statutory trust created by the Trust Agreement.

“Trust Administrator”: as set forth in Appendix A to the Trust Sale and Administration Agreement.

“Trust Agreement”: the Trust Agreement, dated as of the Series 20    -SN   Closing Date, between CARI and the CARAT Owner Trustee as the same may be amended, supplemented or otherwise modified from time to time.

“Trust Indenture Act” or “TIA”: the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.

“Trust Sale and Administration Agreement”: the Trust Sale and Administration Agreement, dated as of the Series 20    -SN   Closing Date, between CARI, the Trust and the Trust Administrator, as the same may be amended, supplemented or otherwise modified from time to time.

“UCC”: the Uniform Commercial Code as in effect in the relevant jurisdiction.

“Unapplied Extended Lease Payment Amount”: with respect to each Payment Date, the amount of any Extended Lease Payments deposited into the COLT Collection Account by the Servicer during the related Collection Period in respect of Unapplied Extended Leases.

“Unapplied Extended Leases”: with respect to each Payment Date, any Extended Lease which has not become a Liquidating Lease Asset during or prior to the related Collection Period.

“VAULT Security Agreement”: the VAULT Pledge and Security Agreement, dated as of the Series 20    -SN   Closing Date, by VAULT and made in favor of the COLT 20    -SN   Secured Noteholders.

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“Vehicle”: as set forth in the COLT Program Definitions attached as Exhibit I to the Declaration of Trust.

“Voting Interests”: the voting interests in the COLT 20    -SN   Certificates as provided in the Declaration of Trust and applicable Delaware Law.

“Warranty Lease Asset”: as set forth in Section 4.04 of the COLT Sale and Contribution Agreement.

“Warranty Payment”: with respect to each Warranty Lease Asset, an amount equal to the sum of (i) the ABS Value of such Warranty Lease Asset determined as of the close of business on the last day of the Collection Period prior to the Collection Period as of which the Seller is required (or, if earlier, elects) to repurchase such Warranty Lease Asset, and (ii) all Outstanding Advances made with respect to past due and unpaid Monthly Lease Payments due under such Warranty Lease Asset that remain outstanding on the date of repurchase.

“Warranty Repurchase Event”: as set forth in Section 4.04 of the COLT Sale and Contribution Agreement.

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PART II - RULES OF CONSTRUCTION

(a) Accounting Terms. As used in this Appendix or the COLT 20    -SN   Basic Documents, accounting terms which are not defined, and accounting terms partly defined, herein or therein shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Appendix or the COLT 20    -SN   Basic Documents are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Appendix or the COLT 20    -SN   Basic Documents will control.

(b) “Hereof,” etc. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Appendix or any COLT 20    -SN   Basic Document will refer to this Appendix or such COLT 20    -SN   Basic Document as a whole and not to any particular provision of this Appendix or such COLT 20    -SN   Basic Document; and Section, Schedule and Exhibit references contained in this Appendix or any COLT 20    -SN   Basic Document are references to Sections, Schedules and Exhibits in or to this Appendix or such COLT 20    -SN   Basic Document unless otherwise specified. The word “or” is not exclusive.

(c) Reference to Payment Dates. With respect to any Payment Date, the “related Collection Period,” and the “related Determination Date,” will mean the Collection Period and Determination Date, respectively, immediately preceding such Payment Date, and the relationships among Collection Periods and Determination Dates will be correlative to the foregoing relationships.

(d) Number and Gender. Each defined term used in this Appendix or the COLT 20    -SN   Basic Documents has a comparable meaning when used in its plural or singular form. Each gender-specific term used in this Appendix or the COLT 20    -SN   Basic Documents has a comparable meaning whether used in a masculine, feminine or gender-neutral form.

(e) Including. Whenever the term “including” (whether or not that term is followed by the phrase “but not limited to” or “without limitation” or words of similar effect) is used in this Appendix or the COLT 20    -SN   Basic Documents in connection with a listing of items within a particular classification, that listing will be interpreted to be illustrative only and will not be interpreted as a limitation on, or exclusive listing of, the items within that classification.

(f) Capitalized Terms. Capitalized terms, when used in this Appendix, will have the meanings assigned to them in this Appendix, or if not defined therein, will have the meanings assigned to them in the COLT Program Definitions attached as Exhibit I to the Declaration of Trust.

(g) Notices to Rating Agencies. If either COLT or COLT, LLC is replaced or removed for any reason, any successor to COLT or COLT, LLC, as applicable, shall provide any required Rating Agency notices to CARI, who shall promptly provide such notice to the Rating Agencies.

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PART III — NOTICE ADDRESSES AND PROCEDURES

All requests, demands, directions, consents, waivers, notices, authorizations and communications provided or permitted under any COLT 20    -SN   Basic Document to be made upon, given or furnished to or filed with the Seller, the Servicer, the COLT Indenture Trustee, the COLT 20    -SN   Secured Noteholders, the 20    -SN   Certificateholder, COLT, the COLT Owner Trustee or the COLT Custodian shall be in writing, personally delivered, sent by facsimile with a copy to follow via first class mail, sent by electronic mail or mailed by certified mail-return receipt requested, and shall be deemed to have been duly given upon receipt:

(a) in the case of the Seller, at the following address:

Director – Global Securitization

Ally Financial Inc.

200 Renaissance Center

12th Floor, MC: 482-B12-C24

Detroit, MI 48265

Fax: (313) 656-0954

Email: [                            ],

(b) in the case of the Servicer, at the following address:

Director – Global Securitization

Ally Financial Inc.

200 Renaissance Center

12th Floor, MC: 482-B12-C24

Detroit, MI 48265

Fax: (313) 656-0954

Email: [                            ],

(c) in the case of the COLT Indenture Trustee, at its Corporate Trust Office, as set forth below:

                             ,

(d) in the case of the COLT 20    -SN   Certificateholder, at the address of the COLT 20    -SN   Certificateholder as shown in the Certificate Register;

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(e) in the case of the COLT Custodian, at the following address:

  Director – Global

  Ally Financial Inc.

  200 Renaissance Center

  12th Floor, MC: 482-B12-C24

  Detroit, MI 48265

  Fax: (313) 656-0954

  Email: [                            ],

(f) in the case of COLT or the COLT Owner Trustee, to the COLT Owner Trustee at its Corporate Trust Office, as set forth below:

              ,

with a copy to:

                               ,

  Attention:                     

  Mail Stop:             

  Phone (    )             

  Fax (    )             ,

(g) in the case of the CARAT Owner Trustee, the CARAT Indenture Trustee, CARI, the Trust or any Rating Agency, as set forth for such person in Appendix B to the Trust Sale and Administration Agreement,

(h) in the case of the COLT 20    -SN   Secured Noteholders, to the COLT Indenture Trustee at its Corporate Trust Office, as set forth below:

or at such other address as shall be designated by such Person in a written notice to the other parties to this Agreement.

Where any COLT 20    -SN   Basic Document provides for notice to COLT 20    -SN   Secured Noteholders or the COLT 20    -SN   Certificateholder of any condition or event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is sent by

- 29 -

electronic facsimile (with hard copy to follow via first class mail) or mailed by first class mail or sent by overnight courier, and shall be deemed to have been duly given upon receipt, to each COLT 20    -SN   Secured Noteholder or COLT 20    -SN   Certificateholder affected by such condition or event, at such Person’s address as it appears on the Secured Note Register or Certificate Register, as applicable, not later than the latest date, and not earlier than the earliest date, prescribed in such Basic Document for the giving of such notice. If notice to the COLT 20    -SN   Secured Noteholders or the COLT 20    -SN   Certificateholder is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular COLT 20    -SN   Secured Noteholders or the COLT 20    -SN   Certificateholder shall affect the sufficiency of such notice with respect to other COLT 20    -SN   Secured Noteholders or the COLT 20    -SN   Certificateholder, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received.

- 30 -

EXHIBIT B

to the COLT 20    -SN   Servicing Agreement

FORM OF COLT CUSTODIAN AGREEMENT

See Exhibit 99.6

COLT 20__-SN_ Servicing Agreement

EXHIBIT C

to the COLT 20    -SN   Servicing Agreement

FORM OF COLT PULL AHEAD FUNDING AGREEMENT

See Exhibit 99.5

COLT 20__-SN_ Servicing Agreement

EX-99.5

EXHIBIT 99.5

COLT 20__-SN_ PULL AHEAD FUNDING AGREEMENT

BETWEEN

CENTRAL ORIGINATING LEASE TRUST,

ALLY FINANCIAL INC.

AS AGENT ON BEHALF

OF GENERAL MOTORS CORPORATION

AND

[                    ],

AS COLT INDENTURE TRUSTEE

DATED AS OF             , 20    

TABLE OF CONTENTS

		Page
ARTICLE I        DEFINITIONS		1
SECTION 1.01	Definitions	1
ARTICLE II      PULL AHEAD PAYMENT		1
SECTION 2.01	Agreement of Ally Financial Regarding Pull Ahead Lease Assets	1
ARTICLE III     MISCELLANEOUS PROVISIONS		2
SECTION 3.01	Amendment	2
SECTION 3.02	Termination of Agreement	3
SECTION 3.03	Notices	3
SECTION 3.04	Governing Law	3
SECTION 3.05	Severability of Provisions	4
SECTION 3.06	Binding Effect; Third-Party Beneficiaries	4
SECTION 3.07	Headings	4
SECTION 3.08	Execution in Counterparts	4
SECTION 3.09	Rights Cumulative	4
SECTION 3.10	Further Assurances	4
SECTION 3.11	No Waiver	4
SECTION 3.12	No Bankruptcy Petition	4
SECTION 3.13	Limitation of Liability	5
SECTION 3.14	Merger and Consolidation of Ally Financial	5
SECTION 3.15	Assignment	5

i

COLT 20__-SN_ PULL AHEAD FUNDING AGREEMENT

THIS COLT 20__-SN   PULL AHEAD FUNDING AGREEMENT, dated as of             , 20    , between CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust (“COLT”), ALLY FINANCIAL INC., a Delaware corporation (“Ally Financial”), as agent on behalf of General Motors Corporation (“General Motors”), and [                        ], a [                            ], as COLT Indenture Trustee (the “COLT Indenture Trustee”).

WHEREAS, COLT, Ally Financial, in its capacity as Servicer, and the COLT Indenture Trustee are parties to a COLT Servicing Agreement, dated as of the date hereof (as it may be amended from time to time, the “COLT Servicing Agreement”), which provides for the servicing of the Series 20__-SN_ Lease Assets;

WHEREAS, Ally Financial, in its capacity as agent for General Motors, or General Motors may from time to time institute a Pull Ahead Program with respect to a portion of the Series 20__-SN_ Lease Assets; and

WHEREAS, the parties hereto desire to enter into this Agreement to provide for the payment by Ally Financial, in its capacity as agent for General Motors, of the Pull Ahead Payments in connection with respect to any Pull Ahead Program by Ally Financial;

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions. Capitalized terms used in this Agreement are defined in and shall have the meanings assigned to them in (or by reference in) Part I of Exhibit A to the COLT Servicing Agreement, or if not defined therein, shall have the meanings assigned to them in Part I of Exhibit I to the Declaration of Trust, dated as of December 13, 2006 (as it may be amended from time to time, the “Declaration if Trust”), by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, and acknowledged, accepted and agreed to by Central Originating Lease, LLC, as Residual Certificateholder. All references herein to “this Agreement” are to this Pull Ahead Funding Agreement as it may be amended, supplemented or otherwise modified from time to time.

ARTICLE II

PULL AHEAD PAYMENT

SECTION 2.01 Agreement of Ally Financial Regarding Pull Ahead Lease Assets. If either General Motors or Ally Financial, in its capacity as agent for General Motors, or General Motors, institutes a Pull Ahead Program (the “Pull Ahead Agent”) with respect to any Series 20__-SN_ Lease Asset, such Series 20__-SN_ Lease Asset shall be deemed to have become a Pull Ahead Lease Asset as of the end of any Collection Period during which Ally Financial has received actual notice that the related Lessee elected to terminate the related Program Lease prior to its Scheduled Lease End Date by delivery of the related Vehicle to a Dealer in connection with a Pull Ahead Program and the related Lease has made payment of all required Monthly Lease

Payments and any other required amount pursuant to such Pull Ahead Program; provided, however, that no Lessee under a Series 20__-SN_ Lease shall be permitted to participate in any Pull Ahead Program unless such Lessee has paid all amounts due and payable by the Lessee under such series 20__-SN_ Lease on or before the date of such Lessee’s election to terminate such Series 20__-SN_ Lease (other than (A) Excess Wear and Excess Mileage charges, which shall be charged to such Lessee to the extent applicable in accordance with such Series 20__-SN_ Lease and the Servicer’s Customary Servicing Practices and (B) any remaining Monthly Lease Payments that have been waived pursuant to such Pull Ahead Program); and (ii) Ally Financial, as Pull Ahead Agent, has made all Pull Ahead Payments that were due and payable in accordance with the following sentence for all previous Pull Ahead Lease Assets on or prior to the date that is five Business Days prior to the date such Series 20__-SN_ Lease Asset shall be deemed to have become a Pull Ahead Lease Asset. On the second Business Day of the Collection Period following any Collection Period in which a Series 20__-SN_ Lease Asset shall be deemed to have become a Pull Ahead Lease Asset, or if the Monthly Remittance Condition is satisfied, on the third Business Day preceding the related Payment Date, Ally Financial, as Pull Ahead Agent, shall pay to the Servicer for deposit into the COLT Collection Account, an amount equal to the aggregate amount of the Pull Ahead Payments with respect to such Pull Ahead Lease Assets.

ARTICLE III

MISCELLANEOUS PROVISIONS

SECTION 3.01 Amendment.

(a) This Agreement may be amended by Ally Financial, COLT and the COLT Indenture Trustee without the consent of any of the COLT 20__-SN   Certificateholders or the COLT 20__-SN_ Secured Noteholders (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision of this Agreement, (iii) to add or supplement any provisions for the benefit of the COLT 20__-SN   Secured Noteholders, (iv) to add to the covenants, restrictions or obligations of Ally Financial or (v) 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 20__-SN   Secured Noteholders or the COLT 20__-SN_ Certificateholder.

(b) This Agreement may also be amended from time to time, subject to the satisfaction of the Approval Condition, by Ally Financial, COLT and the COLT Indenture Trustee with the consent of the holders of a majority of the then outstanding principal amount of the COLT 20__-SN   Secured Notes and the COLT 20__-SN_ Certificateholders, which consent, whether given pursuant to this Section 3.01(b) or pursuant to any other provision herein, shall be conclusive and binding on such Persons and on all future holders of COLT 20__-SN   Certificates and COLT 20__-SN_ Secured Notes.

(c) If any Rated Notes are outstanding, prior to the execution of any amendment or consent pursuant to Section 3.01(a) or (b), Ally Financial shall furnish written notice of the substance of such amendment to the Rating Agencies.

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(d) Promptly after the execution of any amendment or consent pursuant to Section 3.01(a) or (b), Ally Financial shall furnish a copy of such amendment or consent to each COLT 20__-SN   Secured Noteholder, the COLT 20__-SN_ Certificateholder and if any Rated Notes are outstanding, each Rating Agency.

(e) It shall not be necessary for the consent of the COLT 20__-SN   Secured Noteholders or the COLT 20__-SN_ Certificateholder pursuant to Section 3.01(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of COLT 20__-SN_ Secured Noteholders or the COLT 20__-SN_ Certificateholder provided for in this Agreement) and of evidencing the authorization of the execution thereof by the COLT 20__-SN   Secured Noteholders and the COLT 20__-SN_ 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.

(f) Prior to the execution of any amendment to this Agreement, the COLT Indenture Trustee and the COLT Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Section 3.01. The COLT Indenture Trustee and the COLT Owner Trustee, may, but shall not be obligated to, enter into any such amendment which affects such trustee’s own rights, duties or immunities under this Agreement or otherwise.

(g) The manner of obtaining such consents (and any other consents of the COLT 20__-SN_ Secured Noteholders or the COLT 20__-SN_ Certificateholder provided for in this Agreement) and of evidencing the authorization of the execution thereof by the COLT 20__-SN_ Secured Noteholders and the COLT 20__-SN_ Certificateholder shall be subject to such reasonable requirements as the COLT Indenture Trustee or COLT Owner Trustee may prescribe, including the establishment of record dates.

SECTION 3.02 Termination of Agreement. This Agreement shall, except as otherwise provided herein, terminate upon the earlier of: (a) the termination of COLT pursuant to Article VII of the Declaration of Trust; or (b) the mutual written determination of the parties hereto.

SECTION 3.03 Notices. All demands, notices and communications upon or to Ally Financial, COLT, the COLT Indenture Trustee or the COLT Owner Trustee on behalf of COLT under this Agreement shall be as specified in Part III of Exhibit A to the COLT Servicing Agreement.

SECTION 3.04 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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SECTION 3.05 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

SECTION 3.06 Binding Effect; Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon and enforceable by the parties hereto, the COLT Owner Trustee, the COLT 20__-SN_ Certificateholder, the COLT 20__-SN   Secured Noteholders, the Trust and their respective successors and permitted assigns. Except as otherwise provided in this Article III, no other Person shall have any right or obligation hereunder.

SECTION 3.07 Headings. The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.

SECTION 3.08 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.

SECTION 3.09 Rights Cumulative. All rights and remedies from time to time conferred upon or reserved to COLT, the COLT Owner Trustee, and the COLT Indenture Trustee on behalf of COLT, the Series 20__-SN_. Further Holders, or the Servicer or to any or all of the foregoing are cumulative, and none is intended to be exclusive of another. No delay or omission in insisting upon the strict observance or performance of any provision of this Agreement, or in exercising any right or remedy, shall be construed as a waiver or relinquishment of such provision, nor shall it impair such right or remedy. Every right and remedy may be exercised from time to time and as often as deemed expedient.

SECTION 3.10 Further Assurances. Each party will do such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder.

SECTION 3.11 No Waiver. No waiver by any party hereto of any one or more defaults by any other party or parties in the performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any future default or defaults, whether of a like or different nature. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party hereto at law, in equity or otherwise.

SECTION 3.12 No Bankruptcy Petition. Ally Financial, individually and as agent for General Motors, and the COLT Indenture Trustee hereby covenant and agree that prior to the date which is one year and one day after the payment in full of all Secured Notes, it shall not

4

institute against, or join any other Person in instituting against, COLT any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the bankruptcy or similar laws of the United States or any state of the United States. This Section 3.12 shall survive the termination of this Agreement.

SECTION 3.13 Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as owner trustee of COLT, (b) each of the representations, undertakings and agreements herein made on the part of COLT is made and intended not as a personal representation, undertaking or agreement by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only COLT, and (c) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of COLT or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by COLT under this Agreement or the other COLT 20__-SN_ Basic Documents.

SECTION 3.14 Merger and Consolidation of Ally Financial. Any corporation, limited liability company or other entity (i) into which Ally Financial may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which Ally Financial shall be a party, (iii) succeeding to the business of Ally Financial, (iv) more than 15% of the voting interests of which is owned directly or indirectly by General Motors and Cerberus Capital Management, L.P., in the aggregate, or (v) 50% or more of the voting interests of which is owned, directly or indirectly, by General Motors or Ally Financial, which corporation, limited liability company or other entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of Ally Financial under this Agreement and the other COLT 20__-SN_ Basic Documents, shall be the successor to Ally Financial under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. Ally Financial shall provide 10 days prior notice of any merger, consolidation or succession pursuant to this Section 3.14 to the Rating Agencies (if any Rated Notes are outstanding), the Servicer, the COLT Indenture Trustee and the COLT Owner Trustee.

SECTION 3.15 Assignment. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be assigned by Ally Financial without the consent of any other Person to (i) a corporation, limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to Ally Financial, or (ii) more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors or by Ally Financial or (iii) more than 15% of the voting interests of which is owned directly or indirectly by General Motors and Cerberus Capital Management, L.P., in the aggregate, provided that such entity executes an agreement of assumption as provided in Section 4.02 of the COLT Servicing Agreement.

5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written.

CENTRAL ORIGINATING LEASE TRUST
By:	DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as COLT Owner Trustee
By.
Name:
Title:
ALLY FINANCIAL INC., as agent on behalf of General Motors Corporation
By:
Name:
Title:
[                                         ], not in its individual capacity but solely as COLT Indenture Trustee
By:
Name:
Title:

6

EX-99.7

EXHIBIT 99.7

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_

POOLING AND ADMINISTRATION AGREEMENT

BETWEEN

CAPITAL AUTO RECEIVABLES LLC

AND

ALLY FINANCIAL INC.

DATED AS OF [            ], 20__

TABLE OF CONTENTS

		Page
ARTICLE I          DEFINITIONS		3
Section 1.01	Definitions	3
Section 1.02	Owner of a COLT 20__-SN_ Secured Note	3
ARTICLE II          PURCHASE AND SALE OF COLT 20__-SN_ SECURED NOTES		3
Section 2.01	Purchase and Sale of COLT 20__-SN_ Secured Notes	3
Section 2.02	Secured Notes Purchase Price	4
Section 2.03	The Closing	4
ARTICLE III          ADMINISTRATION OF THE COLT 20__-SN_ SECURED NOTES		5
Section 3.01	Duties of the Trust Administrator	5
Section 3.02	Maintenance of Security Interests in COLT 20__-SN_ Secured Notes	6
Section 3.03	Covenants, Representations and Warranties of the Trust Administrator	6
Section 3.04	Purchase of COLT 20__-SN_ Secured Notes Upon Breach of Covenant	8
Section 3.05	Administration Fee; Payment of Certain Expenses by Trust Administrator	8
Section 3.06	Trust Administrator’s Accounting	8
Section 3.07	Application of Payments	9
ARTICLE IV          REPRESENTATIONS AND WARRANTIES		9
Section 4.01	Representations and Warranties as to the COLT 20__-SN_ Secured Notes	9
Section 4.02	Additional Representations and Warranties of Ally Financial	11
Section 4.03	Representations and Warranties of CARI	12
ARTICLE V          ADDITIONAL AGREEMENTS		13
Section 5.01	Conflicts with Further Transfer and Administration Agreements	13
Section 5.02	Protection of Title; Filings	13
Section 5.03	Other Liens or Interests	14
Section 5.04	Repurchase Events	14
Section 5.05	Indemnification	15
Section 5.06	Further Assignments	15
Section 5.07	Further Assurances	15
ARTICLE VI          CONDITIONS		15
Section 6.01	Conditions to Obligation of CARI	15
Section 6.02	Conditions to Obligation of Ally Financial	16
ARTICLE VII          MISCELLANEOUS PROVISIONS		16

-i-

TABLE OF CONTENTS

(continued)

		Page
Section 7.01	Amendment	16
Section 7.02	Survival	16
Section 7.03	Notices	16
Section 7.04	Governing Law	17
Section 7.05	Waivers	17
Section 7.06	Costs and Expenses	17
Section 7.07	Confidential Information	17
Section 7.08	Headings	17
Section 7.09	Counterparts	17
Section 7.10	No Petition Covenant	17
Section 7.11	Limitations on Rights of Others	17
Section 7.12	Merger and Consolidation of Ally Financial or CARI	18
Section 7.13	Assignment	18

-ii-

EXHIBITS

EXHIBIT A	Form of First Step Secured Notes Assignment
APPENDIX A	Definitions, Rules of Construction and Notices

THIS POOLING AND ADMINISTRATION AGREEMENT, dated as of [            ], 20     (this “Agreement”), between CAPITAL AUTO RECEIVABLES LLC, a Delaware limited liability company (together with its successors and assigns, “CARI”), and Ally Financial Inc., a Delaware corporation (which is referred to as “Ally Financial” in this Agreement in its capacity as seller of the COLT 20__-SN_ Secured Notes and is referred to as the “Trust Administrator” in its capacity as administrator for the COLT 20__-SN_ Secured Notes).

WHEREAS, Ally Financial desires to sell the COLT 20__-SN_ Secured Notes, each of which is secured by a lien on and security interest in the Series 20__-SN_ Lease Assets, all proceeds thereof, including insurance proceeds and any and all rights under any guarantees or similar obligations relating to the Series 20__-SN_ Lease Assets or proceeds thereof;

WHEREAS, Ally Financial, as holder of COLT 20__-SN_ Secured Notes, has certain rights to receive payments with respect to the Series 20__-SN_ Lease Assets, and to the other proceeds and rights described herein;

WHEREAS, CARI desires to purchase the COLT 20__-SN_ Secured Notes and related rights owned by Ally Financial and Ally Financial is willing to sell such COLT 20__-SN_ Secured Notes and related rights to CARI;

WHEREAS, CARI may wish to sell or otherwise transfer the COLT 20__-SN_ Secured Notes and related rights, or interests therein, to a trust, corporation, partnership or other entity (any such entity being the “Issuing Entity”);

WHEREAS, the Issuing Entity may issue debentures, notes, participations, certificates of beneficial interest, partnership interests or other interests or securities (collectively, any such issued interests or securities being “Securities”) to fund its acquisition of the COLT 20__-SN_ Secured Notes and related rights;

WHEREAS, the Issuing Entity may wish to provide in the agreements pursuant to which it acquires its interest in the COLT 20__-SN_ Secured Notes and related rights and issues the Securities (the Trust Sale and Administration Agreement, the Second Step Secured Notes Assignment, the CARAT Indenture, the Trust Agreement, the CARAT 20__-SN_ Notes and the CARAT 20__-SN_ Certificate being collectively the “Further Transfer and Administration Agreements”) that Ally Financial shall administer the COLT 20__-SN_ Secured Notes; and

WHEREAS, the Trust Administrator is willing to administer the COLT 20__-SN_ Secured Notes in accordance with the terms hereof for the benefit of CARI and, by its execution of the Further Transfer and Administration Agreements, will be willing to administer the COLT 20__-SN_ Secured Notes in accordance with the terms of such Further Transfer and Administration Agreements for the benefit of the Issuing Entity and each other party identified or described herein or in the Further Transfer and Administration Agreements as having an interest as owner, trustee, secured party, or holder of Securities (all such parties under the Further Transfer and Administration Agreements being “Interested Parties”) with respect to the COLT 20__-SN_ Secured Notes, and the proceeds thereof, as the interests of such parties may appear from time to time.

2

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions. Certain capitalized terms used in this Agreement are defined in and shall have the respective meanings assigned to them in Part I of Appendix A to this Agreement. All references herein to “the Agreement” or “this Agreement” are to this Pooling and Administration Agreement as it may be amended, supplemented or modified from time to time, and all references herein to Articles and Sections are to Articles or Sections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.

SECTION 1.02 Owner of a COLT 20__-SN_ Secured Note. For purposes of this Agreement, the “Owner” of a COLT 20__-SN_ Secured Note shall mean CARI until the sale, transfer, assignment or other conveyance of such COLT 20__-SN_ Secured Note by CARI pursuant to the terms of the Further Transfer and Administration Agreements, and thereafter shall mean the Issuing Entity; provided, however, that Ally Financial or CARI, as applicable, shall be the “Owner” of any COLT 20__-SN_ Secured Note from and after the time that such Person shall acquire such COLT 20__-SN_ Secured Note, whether pursuant to Section 3.04 or 5.04 of this Agreement, any provision of the Further Transfer and Administration Agreements or otherwise.

ARTICLE II

PURCHASE AND SALE OF COLT 20__-SN_ SECURED NOTES

SECTION 2.01 Purchase and Sale of COLT 20__-SN_ Secured Notes. On the Series 20__-SN_ Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Secured Notes Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Administration Agreements), and in consideration of CARI’s payment to Ally Financial of the Secured Notes Purchase Price, Ally Financial shall sell, transfer, assign and otherwise convey to CARI, with recourse only as described below:

(a) all right, title and interest of Ally Financial in, to and under the COLT 20__-SN_ Secured Notes and all monies due thereunder on and after the Series 20__-SN_ Closing Date;

(b) all right, title and interest of Ally Financial in, to and under the First Step Secured Notes Assignment;

(c) all right, title and interest of Ally Financial in, to and under the VAULT Security Agreement; and

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(d) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (a) through (c) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

The property described in clauses (a) through (d) above is referred to herein collectively as the “First Step Purchased Property.”

It is the intention of Ally Financial and CARI that the transfer and assignment of the COLT 20__-SN_ Secured Notes contemplated by this Agreement and the First Step Secured Notes Assignment shall constitute a sale of the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property from Ally Financial to CARI and the beneficial interest in and title to the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property shall not be part of Ally Financial’s estate in the event of the filing of a bankruptcy petition by or against Ally Financial under any bankruptcy law.

The foregoing sale contemplated by this Agreement and the First Step Secured Notes Assignment does not constitute and is not intended to result in any assumption by CARI of (i) any obligation of Ally Financial to the Lessees, Dealers, insurers or any other Person in connection with the COLT 20__-SN_ Secured Notes, the Series 20__-SN_ Lease Assets, any Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them and (ii) any obligation or liability of COLT or ownership of the Series 20__-SN_ Lease Assets.

SECTION 2.02 Secured Notes Purchase Price. In consideration for the First Step Purchased Property, CARI shall, on or about the Series 20__-SN_ Closing Date, pay to Ally Financial an amount equal to the Initial Aggregate Secured Note Principal Balance in respect of the COLT 20__-SN_ Secured Notes (the “Secured Notes Purchase Price”), and Ally Financial shall execute and deliver to CARI an assignment in the form attached as Exhibit A (the “First Step Secured Notes Assignment”). A portion of the Secured Notes Purchase Price equal to $[        ] shall be paid to Ally Financial in immediately available funds and the balance, if any, of the Secured Notes Purchase Price shall be recorded as an advance from Ally Financial to CARI pursuant to the Intercompany Advance Agreement or as a capital contribution from Ally Financial to CARI.

SECTION 2.03 The Closing. The sale and purchase of the COLT 20__-SN_ Secured Notes shall take place at the offices of Mayer Brown LLP, 71 S. Wacker Drive, Chicago, Illinois 60606, on the Series 20__-SN_ Closing Date at a time mutually agreeable to Ally Financial and CARI, and will occur simultaneously with the closing of transactions contemplated by the Further Transfer and Administration Agreements.

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ARTICLE III

ADMINISTRATION OF THE COLT 20__-SN_ SECURED NOTES

SECTION 3.01 Duties of the Trust Administrator.

(a) The Trust Administrator is hereby appointed and authorized to act as agent for the Owner of the COLT 20__-SN_ Secured Notes and in such capacity shall administer the COLT 20__-SN_ Secured Notes with reasonable care, using that degree of skill and attention that the Trust Administrator exercises with respect to comparable property that it administers for itself or others. The Trust Administrator hereby accepts such appointment and authorization and agrees to perform the duties of Trust Administrator with respect to the COLT 20__-SN_ Secured Notes set forth herein and in the Further Transfer and Administration Agreements.

(b) The Trust Administrator’s duties shall include posting of all payments on the COLT 20__-SN_ Secured Notes, accounting for collections and furnishing monthly and annual statements to CARI and any other Persons designated herein with respect to distributions, generating federal income tax information, giving any required notices or instructions to CARI or the CARAT Owner Trustee and performing the other duties specified herein. Subject to the provisions of Section 3.02, the Trust Administrator shall follow its customary standards, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such administration that it may deem necessary or desirable.

(c) Without limiting the generality of the foregoing, the Trust Administrator is hereby authorized and empowered by the Owner of the COLT 20__-SN_ Secured Notes, pursuant to this Section 3.01, to execute and deliver, on behalf of all Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the COLT 20__-SN_ Secured Notes. The Trust Administrator is hereby authorized to commence, in its own name or in the name of the Owner of such COLT 20__-SN_ Secured Note a legal proceeding, whether through judicial process or (with respect to repossession of any Vehicle related to a Series 20__-SN_ Lease Asset) non-judicial process, to enforce all obligations of Ally Financial and CARI under this Agreement and under the Further Transfer and Administration Agreements or to commence or participate in a legal proceeding (including a bankruptcy proceeding) relating to or involving a COLT 20__-SN_ Secured Note. If the Trust Administrator commences or participates in such a legal proceeding in its own name, the Owner of such COLT 20__-SN_ Secured Note shall be deemed to have automatically assigned such COLT 20__-SN_ Secured Note to the Trust Administrator for the benefit of the Interested Parties for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Trust Administrator will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such COLT 20__-SN_ Secured Note. At the Trust Administrator’s request from time to time, the Owner of a COLT 20__-SN_ Secured Note assigned under this Section 3.01 shall provide the Trust Administrator with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Trust Administrator to take any of the actions set forth in the following sentence.

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(d) The Trust Administrator is hereby authorized and empowered by the Owner of a COLT 20__-SN_ Secured Note to execute and deliver in the Trust Administrator’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. Any Owner of COLT 20__-SN_ Secured Notes shall furnish the Trust Administrator with any powers of attorney and other documents and take any other steps which the Trust Administrator may deem necessary or appropriate to enable the Trust Administrator to carry out its administrative duties under this Agreement and the Further Transfer and Administration Agreements. Except to the extent required by the preceding two sentences, the authority and rights granted to the Trust Administrator in this Section 3.01 shall be nonexclusive and shall not be construed to be in derogation of the retention by the Owner of a COLT 20__-SN_ Secured Note of equivalent authority and rights.

SECTION 3.02 Maintenance of Security Interests in COLT 20__-SN_ Secured Notes. The Trust Administrator shall, in accordance with its customary practices, policies and procedures and at its own expense, take such steps as are necessary to maintain perfection of the security interest created by each COLT 20__-SN_ Secured Note in the Series 20__-SN_ Lease Assets and other First Step Purchased Property as set forth in Section 2.09 of the COLT Servicing Agreement. The Owner of each COLT 20__-SN_ Secured Note hereby authorizes the Trust Administrator to re-perfect such security interest on behalf of such Owner, as necessary for any reason.

SECTION 3.03 Covenants, Representations and Warranties of the Trust Administrator. As of the Series 20__-SN_ Closing Date, the Trust Administrator hereby makes the following representations, warranties and covenants on which CARI relies in accepting the COLT 20__-SN_ Secured Notes hereunder and pursuant to the First Step Secured Notes Assignment, and on which the Issuing Entity shall rely in accepting the COLT 20__-SN_ Secured Notes and executing and delivering the Securities under the Further Transfer and Administration Agreements.

(a) The Trust Administrator covenants that from and after the Series 20__-SN_ Closing Date:

(i) Liens in Force. Except as contemplated in this Agreement or the Further Transfer and Administration Agreements, the Trust Administrator shall not release in whole or in part any part of the COLT 20__-SN_ Trust Estate from the Lien securing the related COLT 20__-SN_ Secured Note; and

(ii) No Impairment. The Trust Administrator shall do nothing to impair the rights or security interest of CARI or any Interested Party in and to the First Step Purchased Property.

(b) Upon the execution of this Agreement and the Further Transfer and Administration Agreements, the Trust Administrator represents and warrants to the Issuing Entity and CARI, in addition to the representations and warranties in Sections 4.01 and 4.02 being true as of the Series 20__-SN_ Closing Date, that as of the Series 20__-SN_ Closing Date:

(i) Organization and Good Standing. The Trust Administrator has been duly organized and is validly existing as an entity in good standing under the laws of its state of formation, 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 administer the COLT 20__-SN_ Secured Notes as provided herein and in the Further Transfer and Administration Agreements;

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(ii) Due Qualification. The Trust Administrator is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires or shall require such qualification;

(iii) Power and Authority. The Trust Administrator has the power and authority to execute and deliver this Agreement and the Further Transfer and Administration Agreements and to carry out the terms of such agreements; and the Trust Administrator’s execution, delivery and performance of this Agreement and the Further Transfer and Administration Agreements have been duly authorized by the Trust Administrator by all necessary limited liability company action;

(iv) Binding Obligation. The Further Transfer and Administration Agreements and this Agreement, when duly executed and delivered, shall constitute the legal, valid and binding obligations of the Trust Administrator enforceable in accordance with their respective 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;

(v) No Violation. The consummation by the Trust Administrator of the transactions contemplated by this Agreement and the Further Transfer and Administration Agreements, and the fulfillment by the Trust Administrator of the terms hereof and thereof, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the certificate of formation or limited liability company agreement of the Trust Administrator, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Trust Administrator 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 Further Transfer and Administration Agreements, or violate any law or, to the best of the Trust Administrator’s knowledge, any order, rule or regulation applicable to the Trust Administrator of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trust Administrator or any of its properties; and

(vi) No Proceedings. There are no investigations or Proceedings pending or, to the Trust Administrator’s knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Trust Administrator or its properties (A) asserting the invalidity of this Agreement and the Further Transfer and Administration Agreements or any Securities issued thereunder, (B) seeking to prevent the issuance of such Securities or the consummation of any of the transactions contemplated by the Further Transfer and Administration Agreements, or (C) seeking any determination or ruling that might materially and adversely affect this Agreement, the performance by the Trust Administrator of its obligations under, or the validity or enforceability of, the Further Transfer and Administration Agreements.

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SECTION 3.04 Purchase of COLT 20__-SN_ Secured Notes Upon Breach of Covenant. Upon discovery by any of the Trust Administrator, CARI or any party under the Further Transfer and Administration Agreements of a breach of any of the covenants set forth in Sections 3.02 and 3.03, the party discovering such breach shall give prompt written notice thereof to the other parties thereto. As of the last day of the second Monthly Period following its discovering or receiving notice of such breach (or, at the Trust Administrator’s election, the last day of the first Monthly Period so following), the Trust Administrator shall, unless it shall have cured such breach in all material respects, purchase from the Owner thereof any COLT 20__-SN_ Secured Note materially and adversely affected by such breach and, on the related Distribution Date, the Trust Administrator shall pay the Administrative Purchase Payment. It is understood and agreed that the obligation of the Trust Administrator to purchase any COLT 20__-SN_ Secured Note with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Trust Administrator for such breach available to CARI or any Interested Party.

SECTION 3.05 Administration Fee; Payment of Certain Expenses by Trust Administrator. The Trust Administrator is entitled to receive the Administration Fee out of payments on the COLT 20__-SN_ Secured Notes. The Trust Administrator shall also be entitled to Investment Earnings as, and to the extent, set forth in the Further Transfer and Administration Agreements. Subject to any limitations on the Trust Administrator’s liability under the Further Transfer and Administration Agreements, the Trust Administrator shall be required to pay all expenses incurred by it in connection with its activities under this Agreement and under the Further Transfer and Administration Agreements (including fees and disbursements of the Issuing Entity, any trustees (including of the CARAT Indenture Trustee pursuant to Section 6.7 of the CARAT Indenture) and independent accountants, taxes imposed on the Trust Administrator, expenses incurred in connection with distributions and reports to holders of Securities and all other fees and expenses not expressly stated under this Agreement or the Further Transfer and Administration Agreements to be for the account of the holders of Securities).

SECTION 3.06 Trust Administrator’s Accounting. On each Determination Date under a Further Transfer and Administration Agreement, the Trust Administrator shall deliver to each of the trustees and other applicable parties under the Further Transfer and Administration Agreements and to CARI and, if any of the Rated Notes are outstanding, the Rating Agencies a Trust Administrator’s Accounting with respect to the immediately preceding Monthly Period executed by the President or any Vice President of the Trust Administrator containing all information necessary to each such party for making any distributions required by the Further Transfer and Administration Agreements, and all information necessary to each such party for sending any statements required under the Further Transfer and Administration Agreements. COLT 20__-SN_ Secured Notes to be purchased by the Trust Administrator under Sections 3.04 or 5.04 or to be repurchased by CARI or Ally Financial under the Further Transfer and Administration Agreements as of the last day of any Monthly Period shall be identified by the registration number on such COLT 20__-SN_ Secured Note (as set forth in the Schedule of Secured Notes). With respect to any COLT 20__-SN_ Secured Notes for which CARI is the Owner, the Trust Administrator shall deliver to CARI such accountings relating to such COLT 20__-SN_ Secured Notes and the actions of the Trust Administrator with respect thereto as CARI may reasonably request.

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SECTION 3.07 Application of Payments. For the purposes of this Agreement and the Further Transfer and Administration Agreements, no later than each Distribution Date all payments for the related Monthly Period shall be applied by the Trust Administrator as described in Section 4.05 of the Trust Sale and Administration Agreement. With respect to each Administrative Secured Note and Warranty Secured Note, payments shall be applied in the same manner.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01 Representations and Warranties as to the COLT 20__-SN_ Secured Notes. Ally Financial makes the following representations and warranties as to the COLT 20__-SN_ Secured Notes on which CARI relies in accepting the COLT 20__-SN_ Secured Notes. Such representations and warranties speak as of the Series 20__-SN_ Closing Date, and shall survive the sale, transfer and assignment of the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property to CARI and the subsequent assignment and transfer pursuant to the Further Transfer and Administration Agreements:

(a) Custody of COLT 20__-SN_ Secured Notes. Ally Financial has instructed the Secured Note Registrar to identify the CARAT Indenture Trustee as the registered holder of the COLT 20__-SN_ Secured Notes, in each case in the Secured Note Register.

(b) Terms of COLT 20__-SN_ Secured Notes. Each COLT 20__-SN_ Secured Note: (i) was issued by COLT to fund a portion of the purchase price of the related pool of Series 20__-SN_ Lease Assets, (ii) has created or will create a valid, binding and enforceable first priority security interest in favor of Ally Financial or the COLT Indenture Trustee on behalf of Ally Financial in the Series 20__-SN_ Lease Assets, which security interest is assignable by Ally Financial to CARI, (iii) contains customary and enforceable provisions to render the rights and remedies of the holder thereof adequate for realization against the collateral of the benefits of the security, (iv) shall yield interest at the rate set forth in such COLT 20__-SN_ Secured Note and (v) prior to the sale of the COLT 20__-SN_ Secured Notes to CARI under this Agreement, the COLT 20__-SN_ Secured Notes constitute “chattel paper,” “payment intangibles,” “promissory notes” or “certificated securities” within the meaning of the applicable UCC.

(c) Binding Obligation. Each COLT 20__-SN_ Secured Note represents the genuine, legal, valid and binding payment obligation of COLT thereon, in each case 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.

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(d) COLT 20__-SN_ Secured Notes in Force. No COLT 20__-SN_ Secured Note has been satisfied, subordinated or rescinded, and the related Series 20__-SN_ Lease Assets securing each such COLT 20__-SN_ Secured Note have not been released from the Lien of the related COLT Indenture in whole or in part.

(e) No Waiver or Amendment. No provision of a COLT 20__-SN_ Secured Note has been waived, amended or modified in any respect.

(f) No Defenses. No right of rescission, setoff, counterclaim or defense has been asserted or threatened with respect to any COLT 20__-SN_ Secured Note.

(g) No Liens. To the best of Ally Financial’s knowledge: (1) there are no Liens or claims that have been filed for work, labor or materials affecting any Series 20__-SN_ Lease Assets securing any COLT 20__-SN_ Secured Note that are or may be Liens prior to, or equal or coordinate with, the security interest in the Series 20__-SN_ Lease Assets granted pursuant to the COLT 20__-SN_ Indenture and (2) no tax lien has been filed and no related claim is being asserted with respect to any COLT 20__-SN_ Secured Note; no contribution failure has occurred with respect to any Pension Plan which is sufficient to give rise to a lien under Section 302(f) of ERISA with respect to any COLT 20__-SN_ Secured Note.

(h) Good Title. No COLT 20__-SN_ Secured Note has been sold, transferred, assigned or pledged by Ally Financial to any Person other than CARI. Immediately prior to the conveyance of each COLT 20__-SN_ Secured Note pursuant to this Agreement and the First Step Secured Notes Assignment, Ally Financial had good and marketable title thereto, free of any Lien. Upon execution and delivery of this Agreement and the related First Step Secured Notes Assignment by Ally Financial, CARI shall have all of the right, title and interest of Ally Financial in and to the COLT 20__-SN_ Secured Notes, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any Lien.

(i) Lawful Assignment. No COLT 20__-SN_ Secured Note was issued, or is subject to the laws of, any jurisdiction the laws of which would make unlawful the sale, transfer and assignment of such COLT 20__-SN_ Secured Note under this Agreement, the Trust Sale and Administration Agreement or the CARAT Indenture, as applicable.

(j) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give CARI a first priority perfected ownership interest in the First Step Purchased Property have been made. Other than the security interest granted to CARI pursuant to this Agreement, Ally Financial has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the COLT 20__-SN_ Secured Notes; Ally Financial has not authorized the filing of, and is not aware of, any financing statements against Ally Financial that include a description of collateral covering the COLT 20__-SN_ Secured Notes other than the financing statements relating to the security interests granted to CARI under this Agreement or relating to the transactions contemplated by the COLT 20__-SN_ Basic Documents, or any financing statement that has been terminated. Ally Financial is not aware of any judgment or tax lien filings against it.

(k) Maturity of COLT 20__-SN_ Secured Notes. Each COLT 20__-SN_ Secured Note has a maturity date on or prior to the last Final Scheduled Distribution Date.

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(l) Security Interest Created. While it is the intention of Ally Financial and CARI that the transfer and assignment contemplated by this Agreement and the First Step Secured Notes Assignment shall constitute the sale of the COLT 20__-SN_ Secured Notes from Ally Financial to CARI, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the COLT 20__-SN_ Secured Notes in favor of CARI which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from Ally Financial.

(m) Law Under Which COLT 20__-SN_ Notes Were Issued. No COLT 20__-SN_ Secured Note was issued under, or is subject to, the laws of any jurisdiction the laws of which would make unlawful the sale, transfer, and assignment of such COLT 20__-SN_ Secured Note under this Agreement, the Trust Sale and Administration Agreement or the CARAT Indenture, as applicable.

SECTION 4.02 Additional Representations and Warranties of Ally Financial. Ally Financial hereby represents and warrants to CARI as of the Series 20__-SN_ Closing Date, both in its capacity as the seller of the COLT 20__-SN_ Secured Notes hereunder and in its capacity as Trust Administrator, that:

(a) Organization and Good Standing. Ally Financial has been duly organized and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted;

(b) Due Qualification. Ally Financial is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires or shall require such qualification;

(c) Power and Authority. Ally Financial has the power and authority to execute and deliver this Agreement, the First Step Secured Notes Assignment and each other CARAT Basic Document to which it is a party and to carry out their respective terms; Ally Financial has full power and authority to sell and assign the property to be sold and assigned to CARI and to administer the COLT 20__-SN_ Secured Notes as provided herein and in the Further Transfer and Administration Agreements and has duly authorized such sale and assignment to CARI by all necessary limited liability company action; and the execution, delivery and performance of this Agreement, the First Step Secured Notes Assignment and each other CARAT Basic Document to which it is a party have been duly authorized by Ally Financial by all necessary limited liability company action;

(d) Valid Sale; Binding Obligation. This Agreement and the First Step Secured Notes Assignment, when duly executed and delivered, shall constitute a valid sale, transfer and assignment of the COLT 20__-SN_ Secured Notes and other First Step Purchased Property, enforceable against creditors of and purchasers from Ally Financial; and this Agreement together with the First Step Secured Notes Assignment, when duly executed and delivered, shall constitute a legal, valid and binding obligation of Ally Financial 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;

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(e) No Violation. The consummation of the transactions contemplated by this Agreement, the First Step Secured Notes Assignment and each other CARAT Basic Document to which Ally Financial is a party and the fulfillment of the terms of this Agreement, the First Step Secured Notes Assignment and each other CARAT Basic Document to which Ally Financial is a party shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation, limited liability company agreement or similar governing document of Ally Financial, or any indenture, agreement, mortgage, deed of trust or other instrument to which Ally Financial 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, the First Step Secured Notes Assignment and each other CARAT Basic Document to which Ally Financial is a party or violate any law or, to the best of Ally Financial’s knowledge, any order, rule or regulation applicable to Ally Financial of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Ally Financial or any of its properties; and

(f) No Proceedings. There are no investigations or Proceedings pending or, to Ally Financial’s knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over Ally Financial or its properties (A) asserting the invalidity of this Agreement and the First Step Secured Notes Assignment or any other CARAT Basic Document to which Ally Financial is a party, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the First Step Secured Notes Assignment or any other CARAT Basic Document to which Ally Financial is a party, or (C) seeking any determination or ruling that might materially and adversely affect the performance by Ally Financial of its obligations under, or the validity or enforceability of, this Agreement, the First Step Secured Notes Assignment or any other CARAT Basic Document to which Ally Financial is a party.

SECTION 4.03 Representations and Warranties of CARI. CARI hereby represents and warrants to Ally Financial as of the Series 20__-SN_ Closing Date:

(a) Organization and Good Standing. CARI has been duly organized and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and pledge the COLT 20__-SN_ Secured Notes;

(b) Due Qualification. CARI is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification;

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(c) Power and Authority. CARI has the power and authority to execute and deliver this Agreement and the First Step Secured Notes Assignment and to carry out their respective terms and the execution, delivery and performance of this Agreement and the First Step Secured Notes Assignment have been duly authorized by CARI by all necessary limited liability company action;

(d) No Violation. The consummation of the transactions contemplated by this Agreement and the First Step Secured Notes Assignment and the fulfillment of the terms of this Agreement and the First Step Secured Notes 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 certificate of incorporation or by-laws of CARI (or its certificate of formation, limited liability company agreement or similar governing document), or any indenture, agreement, mortgage, deed of trust or other instrument to which CARI is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument, other than any Further Transfer and Administration Agreement or violate any law or, to the best of CARI’s knowledge, any order, rule or regulation applicable to CARI of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over CARI or any of its properties; and

(e) No Proceedings. There are no investigations or Proceedings pending or, to CARI’s knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over CARI or its properties (i) asserting the invalidity of this Agreement and the First Step Secured Notes Assignment, or (ii) seeking any determination or ruling that might materially and adversely affect the performance by CARI of its obligations under, or the validity or enforceability of, this Agreement and the First Step Secured Notes Assignment.

(f) Qualified Purchaser Status. CARI is a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act of 1940, as amended.

ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.01 Conflicts with Further Transfer and Administration Agreements. To the extent that any provision of Sections 5.02 through 5.04 of this Agreement conflicts with any provision of the Further Transfer and Administration Agreements, the Further Transfer and Administration Agreements shall govern.

SECTION 5.02 Protection of Title; Filings.

(a) Ally Financial 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 CARI under this Agreement and the First Step Secured Notes Assignment in the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property and in the proceeds thereof. Ally Financial shall deliver (or cause to be delivered) to CARI file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing Ally Financial hereby authorizes CARI and its assigns to file all such financing statements and to file such financing statements without its signature.

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(b) Name Change. Ally Financial shall not change its state of organization or its name, identity or organizational form in any manner that would, could or might make any financing statement or continuation statement filed by Ally Financial in accordance with Section 5.02(a) seriously misleading within the meaning of the UCC, unless it shall have given CARI at least 30 days prior written notice thereof.

(c) Executive Office; Maintenance of Offices. Ally Financial shall give CARI at least 30 days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. Ally Financial shall at all times maintain each office from which it administers COLT 20__-SN_ Secured Notes and its principal executive office within the United States of America.

(d) New Debtor. In the event that Ally Financial shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of Ally Financial hereunder, Ally Financial shall comply fully with the obligations of Section 5.02(a).

SECTION 5.03 Other Liens or Interests. Except for the conveyances hereunder and under the First Step Secured Notes Assignment and as contemplated by the Further Transfer and Administration Agreements, Ally Financial shall not sell, pledge, assign or transfer the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any interest therein, and Ally Financial shall defend the right, title and interest of CARI in, to and under such COLT 20__-SN_ Secured Notes or any other First Step Purchased Property against all claims of third parties claiming through or under Ally Financial.

SECTION 5.04 Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, Ally Financial shall acknowledge the assignment by CARI of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuing Entity as shall be provided in the Further Transfer and Administration Agreements. Ally Financial hereby covenants and agrees with CARI for the benefit of CARI and the Interested Parties that in the event of a breach of any of Ally Financial’s representations and warranties contained in Section 4.01 hereof with respect to any COLT 20__-SN_ Secured Note or (ii) the representation and warranty in Section 4.01(g) hereof with respect to any COLT 20__-SN_ Secured Note (without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach occurred) (a “Repurchase Event”), Ally Financial shall repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity (if the Issuing Entity is then the Owner of such COLT 20__-SN_ Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from CARI hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 20__-SN_ Secured Note for which CARI is the Owner, Ally Financial agrees to repurchase such COLT 20__-SN_ Secured Note from CARI for an amount and upon the same terms as Ally Financial would be obligated to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, Ally Financial shall have such rights with respect to such COLT 20__-SN_ Secured Note as if Ally Financial had purchased such COLT 20__-SN_ Secured Note from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of Ally Financial to repurchase any COLT 20__-SN_ Secured Note as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Ally Financial for such breach available to CARI or any Interested Party.

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SECTION 5.05 Indemnification. Ally Financial shall indemnify CARI for any liability as a result of the failure of a COLT 20__-SN_ Secured Note to be issued in compliance with all requirements of law. This indemnity obligation shall be in addition to any obligation that Ally Financial may otherwise have.

SECTION 5.06 Further Assignments. Ally Financial acknowledges that CARI may, pursuant to the related Further Transfer and Administration Agreements, sell the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property to the Issuing Entity and assign its rights hereunder and under the First Step Secured Notes Assignment to the Issuing Entity, subject to the applicable terms and conditions of the Further Transfer and Administration Agreements, and that the Issuing Entity may in turn further pledge, assign or transfer its rights in the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property and this Agreement and the First Step Secured Notes Assignment.

SECTION 5.07 Further Assurances. Each party will do such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder.

ARTICLE VI

CONDITIONS

SECTION 6.01 Conditions to Obligation of CARI. The obligation of CARI to purchase the COLT 20__-SN_ Secured Notes hereunder and pursuant to the First Step Secured Notes Assignment is subject to the satisfaction of the following conditions:

(a) Representations and Warranties True. The representations and warranties of Ally Financial hereunder shall be true and correct as of the Series 20__-SN_ Closing Date, with the same effect as if then made, and Ally Financial shall have performed all obligations to be performed by it hereunder on or prior to the Series 20__-SN_ Closing Date.

(b) No Repurchase Event. No Repurchase Event shall have occurred on or prior to the Series 20__-SN_ Closing Date.

(c) Documents to be Delivered By Ally Financial.

(i) The Assignment. On the Series 20__-SN_ Closing Date, Ally Financial shall execute and deliver the First Step Secured Notes Assignment.

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(ii) Evidence of UCC Filing. On or prior to the Series 20__-SN_ Closing Date, Ally Financial 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 Ally Financial as seller or debtor, naming CARI as purchaser or secured party, naming the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property 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 COLT 20__-SN_ Secured Notes and other First Step Purchased Property to CARI. Ally Financial shall deliver a file-stamped copy, or other evidence satisfactory to CARI of such filing, to CARI on or prior to the tenth day after the Series 20__-SN_ Closing Date.

(iii) Other Documents. On the Series 20__-SN_ Closing Date, Ally Financial shall provide such other documents as CARI may reasonably request.

(d) Other Transactions. The transactions contemplated by the Further Transfer and Administration Agreements shall be consummated to the extent that such transactions are intended to be substantially contemporaneous with the transactions hereunder.

SECTION 6.02 Conditions to Obligation of Ally Financial. The obligation of Ally Financial to sell the COLT 20__-SN_ Secured Notes to CARI hereunder is subject to the satisfaction of the following conditions:

(a) Representations and Warranties True. The representations and warranties of CARI hereunder shall be true and correct as of the Series 20__-SN_ Closing Date with the same effect as if then made, and CARI shall have performed all obligations to be performed by it hereunder on or prior to the Series 20__-SN_ Closing Date.

(b) Secured Notes Purchase Price. On the Series 20__-SN_ Closing Date, CARI shall pay to Ally Financial the Secured Notes Purchase Price as provided in Section 2.02.

ARTICLE VII

MISCELLANEOUS PROVISIONS

SECTION 7.01 Amendment. This Agreement may be amended from time to time (subject to any expressly applicable amendment provision of the Further Transfer and Administration Agreements) by a written amendment duly executed and delivered by Ally Financial and CARI; provided, however, that any material amendment shall also require that prior written notice be given to the Rating Agencies by Ally Financial if any of the Rated Notes are outstanding.

SECTION 7.02 Survival. The representations and warranties of Ally Financial set forth in Articles IV and V of this Agreement and of the Trust Administrator set forth in Section 3.03 of this Agreement shall remain in full force and effect and shall survive the Series 20__-SN_ Closing Date under Section 2.03 and the closing under the Further Transfer and Administration Agreements.

SECTION 7.03 Notices. All demands, notices and communications upon or to Ally Financial or CARI under this Agreement shall be delivered as specified in Part III of Appendix A to this Agreement.

16

SECTION 7.04 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 7.05 Waivers. No failure or delay on the part of CARI in exercising any power, right or remedy under this Agreement or the First Step Secured Notes Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

SECTION 7.06 Costs and Expenses. Ally Financial agrees to pay all reasonable out-of-pocket costs and expenses of CARI, including fees and expenses of counsel, in connection with the perfection as against third parties of CARI’s right, title and interest in, to and under the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property and the enforcement of any obligation of Ally Financial hereunder.

SECTION 7.07 Confidential Information. CARI 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 CARI’s rights hereunder, under the COLT 20__-SN_ Secured Notes, under the Further Transfer and Administration Agreements or as required by law.

SECTION 7.08 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 7.09 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 7.10 No Petition Covenant. Notwithstanding any prior termination of this Agreement, Ally Financial shall not, prior to the date which is one year and one day after the final distribution with respect to the CARAT 20__-SN_ Notes and the CARAT 20__-SN_ Certificates to the Note Distribution Account or the Certificate Distribution Account, respectively, as applicable, acquiesce, petition or otherwise invoke or cause CARI to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against CARI under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of CARI or any substantial part of its property, or ordering the winding up or liquidation of the affairs of CARI.

SECTION 7.11 Limitations on Rights of Others. The provisions of this Agreement and the First Step Secured Notes Assignment are solely for the benefit of Ally Financial and CARI and, to the extent expressly provided herein, 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.

17

SECTION 7.12 Merger and Consolidation of Ally Financial or CARI. Any corporation, limited liability company or other entity (i) into which either of Ally Financial or CARI may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which either Ally Financial or CARI shall be a party, (iii) succeeding to the business of either Ally Financial or CARI, (iv) more than 15% of the voting interests of which is owned directly or indirectly by General Motors and Cerberus Capital Management, L.P., in the aggregate, or (v) 50% or more of the voting interests of which is owned, directly or indirectly, by General Motors or Ally Financial, which corporation, limited liability company or other entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of either Ally Financial or CARI, as applicable, under this Agreement and the other CARAT Basic Documents, shall be the successor to of Ally Financial or CARI, as applicable, under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. Ally Financial or CARI, as applicable, shall provide 10 days prior notice of any merger, consolidation or succession pursuant to this Section 7.12 to the Rating Agencies (if any Rated Notes are outstanding), the Servicer, the CARAT Indenture Trustee and the CARAT Owner Trustee.

SECTION 7.13 Assignment. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be assigned by either Ally Financial or CARI without the consent of any other Person to (i) a corporation, limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to Ally Financial or CARI, as applicable, or (ii) more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors or by Ally Financial or (iii) more than 15% of the voting interests of which is owned directly or indirectly by General Motors and Cerberus Capital Management, L.P., in the aggregate, provided that such entity executes an agreement of assumption as provided in Section 6.02 of the Trust Sale and Administration Agreement.

18

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.

ALLY FINANCIAL INC.

By:

Name:

Title:

CAPITAL AUTO RECEIVABLES LLC

By:

Name:

Title:

19

EXHIBIT A

FORM OF FIRST STEP SECURED NOTES ASSIGNMENT PURSUANT TO

POOLING AND ADMINISTRATION AGREEMENT

For value received, in accordance with the Pooling and Administration Agreement, dated as of [            ], 20     (the “Pooling and Administration Agreement”), between Ally Financial Inc., a Delaware corporation (“Ally Financial”), and Capital Auto Receivables LLC, a Delaware limited liability company (“CARI”), Ally Financial does hereby sell, assign, transfer and otherwise convey unto CARI, with recourse, (i) all right, title and interest of Ally Financial in, to and under the COLT 20__-SN_ Secured Notes and all monies due thereunder on and after the Series 20__-SN_ Closing Date, (ii) all right, title and interest of Ally Financial in, to and under the VAULT Security Agreement, and (iii) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (iii) above is referred to herein collectively as the “First Step Purchased Property.”

It is the intention of Ally Financial and CARI that the transfer and assignment of the COLT 20__-SN_ Secured Notes contemplated by this First Step Secured Notes Assignment shall constitute a sale of the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property from Ally Financial to CARI and that the beneficial interest in and title to the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property shall not be part of Ally Financial’s estate in the event of the filing of a bankruptcy petition by or against Ally Financial under any bankruptcy law.

The foregoing sale contemplated by this First Step Secured Notes Assignment does not constitute and is not intended to result in any assumption by CARI of (i) any obligation of Ally Financial to the Lessees, Dealers, insurers or any other Person in connection with the COLT 20__-SN_ Secured Notes, Series 20__-SN_ Lease Assets, any Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them and (ii) any obligation or liability of COLT or ownership of the Series 20__-SN_ Lease Assets.

Ally Financial hereby represents that, as of the Series 20__-SN_ Closing Date, the Initial Aggregate Secured Note Principal Balance was $[        ].

A-1

THIS FIRST STEP SECURED NOTES ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS FIRST STEP SECURED NOTES ASSIGNMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

This First Step Secured Notes Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Pooling and Administration Agreement and is to be governed by the Pooling and Administration Agreement.

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Pooling and Administration Agreement.

A-2

IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed as of the date first above written.

ALLY FINANCIAL INC.

By:

Name:

Title:

A-3

Schedule of Secured Notes

The Schedule of Secured Notes is on file at the offices of:

1. The CARAT Owner Trustee

3. The COLT Indenture Trustee

4. The COLT Owner Trustee

5. Ally Financial Inc.

6. Capital Auto Receivables LLC

A-4

APPENDIX A

Part I

For ease of reference, capitalized terms defined herein have been consolidated with and are contained in Appendix A to the Trust Sale and Administration Agreement of even date herewith among Ally Financial, CARI and Capital Auto Receivables Asset Trust 20__-SN_, as amended and supplemented from time to time.

Part II

For ease of reference, the rules of construction have been consolidated with and are contained in Part II of Appendix A to the Trust Sale and Administration Agreement of even date herewith among Ally Financial, CARI and Capital Auto Receivables Asset Trust 20__-SN_, as amended and supplemented from time to time.

Part III

For ease of reference, the notice addresses and procedures have been consolidated with and are contained in Appendix B to the Trust Sale and Administration Agreement of even date herewith among Ally Financial, CARI and Capital Auto Receivables Asset Trust 20__-SN_, as amended and supplemented from time to time.

CARAT 20__-SN_

Pooling and Administration Agreement

EX-99.8

EXHIBIT 99.8

TRUST SALE AND ADMINISTRATION AGREEMENT

AMONG

ALLY FINANCIAL INC.

TRUST ADMINISTRATOR

CAPITAL AUTO RECEIVABLES LLC

DEPOSITOR

AND

CAPITAL AUTO RECEIVABLES ASSET TRUST 20    -SN  

ISSUING ENTITY

DATED AS OF             , 20  

TABLE OF CONTENTS

		Page
ARTICLE I        CERTAIN DEFINITIONS		1
Section 1.01.	Definitions	1
ARTICLE II      CONVEYANCE OF COLT 20    -SN   SECURED NOTES; ISSUANCE OF SECURITIES		1
Section 2.01.	Conveyance of COLT 20    -SN   Secured Notes	1
Section 2.02.	Acceptance by Issuing Entity	3
Section 2.03.	Representations and Warranties as to the COLT 20    -SN   Secured Notes	3
Section 2.04.	Repurchase of COLT 20    -SN   Secured Notes Upon Breach of Warranty	3
ARTICLE III     THE SELLER		4
Section 3.01.	Representations of Depositor	4
Section 3.02.	Liability of Depositor	6
Section 3.03.	Merger or Consolidation of, or Assumption of the Obligations of Depositor; Amendment of Certificate of Incorporation	6
Section 3.04.	Limitation on Liability of Depositor and Others	7
Section 3.05.	Depositor May Own CARAT 20    -SN   Notes or CARAT 20    -SN   Certificates	7
ARTICLE IV     TRUST ADMINISTRATOR’S COVENANTS; DISTRIBUTIONS; STATEMENTS TO CARAT 20    -                                   NOTEHOLDERS AND CARAT 20    -   CERTIFICATEHOLDERS		8
Section 4.01.	Annual Statement as to Compliance; Notice of Trust Administrator Default	8
Section 4.02.	Annual Report of Assessment of Compliance with Servicing Criteria	9
Section 4.03.	Access to Certain Documentation and Information Regarding the COLT 20    -SN   Secured Notes	9
Section 4.04.	Assignment of Administrative Secured Notes and Warranty Secured Notes	10
Section 4.05.	Distributions	10
Section 4.06.	Net Deposits	12
Section 4.07.	Statements to Securityholders	12
Section 4.08.	Additional Duties of the Trust Administrator	15
ARTICLE V      NOTEHOLDER ACCOUNTS; COLLECTIONS, DEPOSITS AND INVESTMENTS		22
Section 5.01.	Establishment of Accounts	22
Section 5.02.	Investment Earnings	26
Section 5.03.	Additional Deposits	26
ARTICLE VI      LIABILITIES OF TRUST ADMINISTRATOR AND OTHERS		26

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TABLE OF CONTENTS

(continued)

		Page
Section 6.01.	Liability of Trust Administrator; Indemnities	26
Section 6.02.	Merger or Consolidation of, or Assumption of the Obligations of the Trust Administrator	28
Section 6.03.	Limitation on Liability of Trust Administrator and Others	28
Section 6.04.	Delegation of Duties	29
Section 6.05.	Trust Administrator Not to Resign	30
ARTICLE VII      DEFAULT		30
Section 7.01.	Trust Administrator Defaults	30
Section 7.02.	Consequences of a Trust Administrator Default	31
Section 7.03.	CARAT Indenture Trustee to Act; Appointment of Successor	32
Section 7.04.	Notification to CARAT 20__-SN_ Noteholders and CARAT 20__-SN_ Certificateholders	32
Section 7.05.	Waiver of Past Defaults	33
ARTICLE VIII    TERMINATION		33
Section 8.01.	Insolvency of Depositor; Termination of Trust	33
ARTICLE IX      MISCELLANEOUS PROVISIONS		35
Section 9.01.	Amendment	35
Section 9.02.	Protection of Title to Trust	37
Section 9.03.	Notices	39
Section 9.04.	GOVERNING LAW	39
Section 9.05.	Severability of Provisions	40
Section 9.06.	Assignment	40
Section 9.07.	Third-Party Beneficiaries	40
Section 9.08.	Separate Counterparts	40
Section 9.09.	Headings and Cross-References	40
Section 9.10.	Assignment to CARAT Indenture Trustee	40
Section 9.11.	No Petition Covenants	41
Section 9.12.	Limitation of Liability of CARAT Indenture Trustee and CARAT Owner Trustee	41
Section 9.13.	Tax Treatment	41
Section 9.14.	Furnishing Documents	42
Section 9.15.	Information to Be Provided by the CARAT Indenture Trustee	42
Section 9.16.	Independence of the Trust Administrator	43
Section 9.17.	No Joint Venture	44
Section 9.18.	Other Activities of Trust Administrator	44

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EXHIBIT A	Schedule of Secured Notes
EXHIBIT B	Form of Second Step Secured Notes Assignment
EXHIBIT C	Perfection Representations
APPENDIX A	Definitions and Rules of Construction

-iii-

THIS TRUST SALE AND ADMINISTRATION AGREEMENT is made as of [            ], 2010 by and among Ally Financial Inc., a Delaware corporation (“Ally Financial”), which, in its capacity as Trust Administrator under the Pooling and Administration Agreement described below is referred to as the “Trust Administrator,” Capital Auto Receivables LLC, a Delaware limited liability company (together with its successors and assigns, the “Depositor”), and Capital Auto Receivables Asset Trust 20    -SN  , a Delaware statutory trust (the “Issuing Entity”).

WHEREAS, Ally Financial has sold the COLT 20    -SN   Secured Notes to the Depositor and the Trust Administrator has agreed to administer the COLT 20    -SN   Secured Notes pursuant to the Pooling and Administration Agreement;

WHEREAS, the Depositor desires to sell the COLT 20    -SN   Secured Notes to the Issuing Entity on the Series 20    -SN   Closing Date in exchange for the CARAT 20    -SN   Notes and CARAT 20    -SN   Certificates pursuant to the terms of this Agreement;

WHEREAS, the Trust Administrator desires to perform the administration obligations set forth herein for and in consideration of the fees and other benefits set forth in this Agreement and in the Pooling and Administration Agreement; and

WHEREAS, the Depositor and the Issuing Entity wish to set forth the terms pursuant to which the COLT 20    -SN   Secured Notes are to be sold by the Depositor to the Issuing Entity and administered by the Trust Administrator.

NOW, THEREFORE, in consideration of the foregoing, the other good and valuable consideration and the mutual terms and covenants contained herein, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.01. Definitions. Certain capitalized terms used in the above recitals and in this Agreement are defined in and shall have the respective meanings assigned to them in Part I of Appendix A to this Agreement. All references herein to “the Agreement” or “this Agreement” are to this Trust Sale and Administration Agreement as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in such Appendix A, and all references herein to Articles, Sections and subsections are to Articles, Sections or subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.

ARTICLE II

CONVEYANCE OF COLT 20    -SN   SECURED NOTES; ISSUANCE OF SECURITIES

Section 2.01. Conveyance of COLT 20    -SN   Secured Notes.

(a) In consideration of the Issuing Entity’s delivery of the CARAT 20    -SN   Notes and the CARAT 20    -SN   Certificates to, or upon the order of, the Depositor, the Depositor does hereby enter into this Agreement and the related Second Step Secured Notes Assignment in the form attached as Exhibit B to this Agreement (the “Second Step Secured Notes Assignment”) and agrees to fulfill all of its obligations hereunder and thereunder and to sell, transfer, assign and otherwise convey to the Issuing Entity, with recourse only as described below:

(i) all right, title and interest of the Depositor in, to and under the COLT 20__-SN_ Secured Notes and all monies due thereunder on and after the Series 20__-SN_ Closing Date;

(ii) all right, title and interest of the Depositor in, to and under the Second Step Secured Notes Assignment;

(iii) all right, title and interest of the Depositor in, to and under the Pooling and Administration Agreement and the First Step Secured Notes Assignment (including the right of the Depositor to cause Ally Financial to repurchase COLT 20__-SN_- Secured Notes under certain circumstances and the rights of the Depositor under the VAULT Security Agreement); and

(iv) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

The property described in clauses (i) through (iv) is referred to herein collectively as the “Second Step Purchased Property.”

(b) It is the intention of the Depositor and the Issuing Entity that the transfers and assignments contemplated by this Agreement and the related Second Step Secured Notes Assignment shall constitute a sale of the COLT 20__-SN_ Secured Notes and the other Second Step Purchased Property from the Depositor to the Issuing Entity and the beneficial interest in and title to the COLT 20__-SN_ Secured Notes and the other Second Step Purchased Property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law.

(c) The foregoing sale does not constitute and is not intended to result in any assumption by the Issuing Entity of any obligation of Ally Financial or the Depositor to the Lessees, Dealers, insurers or any other Person in connection with the COLT 20__-SN_ Secured Notes, Series 20__-SN_ Lease Assets, any Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them.

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Section 2.02. Acceptance by Issuing Entity. The Issuing Entity does hereby accept all consideration conveyed by the Depositor pursuant to Section 2.01, and declares that the Issuing Entity shall hold such consideration upon the trust set forth in the Trust Agreement for the benefit of the CARAT 20__-SN_ Certificateholders, subject to the terms and conditions of the CARAT Indenture and this Agreement and the related Second Step Secured Notes Assignment and the rights of the CARAT 20__-SN_ Noteholders with respect thereto. The Issuing Entity hereby agrees to and accepts the appointment and authorization of Ally Financial as Trust Administrator under Section 3.01 of the Pooling and Administration Agreement. The parties agree that this Agreement, the Second Step Secured Notes Assignment, the CARAT Indenture, the Trust Agreement, the CARAT 20__-SN_ Notes and the CARAT 20__-SN_ Certificate constitute the Further Transfer and Administration Agreements for purposes of the Pooling and Administration Agreement and that the rights, duties and obligations of Ally Financial as Trust Administrator under the Pooling and Administration Agreement are subject to the provisions of Sections 6.02, 6.04, 6.05, 9.01 and Article VII.

Section 2.03. Representations and Warranties as to the COLT 20__-SN_ Secured Notes. Pursuant to Section 2.01(d), the Depositor assigns to the Issuing Entity all of its right, title and interest in, to and under the Pooling and Administration Agreement. Such assigned right, title and interest includes the benefit of representations and warranties of Ally Financial made to the Depositor pursuant to Section 4.01 of the Pooling and Administration Agreement. The Depositor hereby represents and warrants to the Issuing Entity that the Depositor has taken no action which would cause such representations and warranties of Ally Financial to be false in any material respect as of the Series 20__-SN_ Closing Date. The Depositor further acknowledges that the Issuing Entity and its permitted assigns rely on the representations and warranties of the Depositor under this Agreement and of Ally Financial under the Pooling and Administration Agreement in accepting the COLT 20__-SN_ Secured Notes and the other Second Step Purchased Property in trust and executing and delivering the CARAT 20__-SN_ Notes and the CARAT 20__-SN_ Certificates. The foregoing representation and warranty speaks as of the Series 20__-SN_ Closing Date, but shall survive the sale, transfer and assignment of the COLT 20__-SN_ Secured Notes and the other Second Step Purchased Property to the Issuing Entity and the pledge thereof to the CARAT Indenture Trustee pursuant to the CARAT Indenture.

Section 2.04. Repurchase of COLT 20__-SN_ Secured Notes Upon Breach of Warranty. Upon discovery by the Depositor, the Trust Administrator, the CARAT Owner Trustee or the CARAT Indenture Trustee of a breach of any of the representations and warranties in Section 4.01 of the Pooling and Administration Agreement (and, with respect to Section 4.01(g) of the Pooling and Administration Agreement, without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach occurred) or in Section 2.03 or Section 3.01 of this Agreement that materially and adversely affects the interests of the CARAT 20__-SN_ Noteholders or the CARAT 20__-SN_ Certificateholders in any COLT 20__-SN_ Secured Note, the party discovering such breach shall give prompt written notice thereof to the others. As of the last day of the second Monthly Period following its discovery or its receipt of notice of breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 4.01 of the Pooling and Administration Agreement (and, with respect to Section 4.01(g) of the Pooling and Administration Agreement, without giving effect to the words “[t]o the best of Ally Financial’s knowledge” therein in determining whether such a breach

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occurred), unless such breach shall have been cured in all material respects, the Depositor and the Trust Administrator shall use all reasonable efforts to enforce the obligation of Ally Financial under Section 5.04 of the Pooling and Administration Agreement to repurchase such COLT 20__-SN_ Secured Note from the Issuing Entity on the related Distribution Date. The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period and shall be paid on such Distribution Date. It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any COLT 20__-SN_ Secured Note as to which a breach has occurred and is continuing, and the obligation of the Depositor and the Trust Administrator to enforce Ally Financial’s obligation to repurchase such COLT 20__-SN_ Secured Notes pursuant to the Pooling and Administration Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor, the Trust Administrator or Ally Financial for such breach available to the Issuing Entity, the Financial Parties, the CARAT Owner Trustee or the CARAT Indenture Trustee. The Trust Administrator also acknowledges its obligations to repurchase Administrative Secured Notes from the Issuing Entity pursuant to Section 3.04 of the Pooling and Administration Agreement.

ARTICLE III

THE SELLER

Section 3.01. Representations of Depositor. The Depositor makes the following representations on which the Issuing Entity is relying in acquiring the Second Step Purchased Property and issuing the CARAT 20__-SN_ Notes and the CARAT 20__-SN_ Certificates. The following representations speak as of the Series 20__-SN_ Closing Date, but such representations shall survive the sale, transfer and assignment of the Second Step Purchased Property to the Issuing Entity and the pledge thereof to the CARAT Indenture Trustee pursuant to the CARAT Indenture.

(a) Representations and Warranties as to the Depositor.

(i) Organization and Good Standing. The Depositor has been duly organized and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire and own the Second Step Purchased Property;

(ii) Due Qualification. The Depositor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification;

(iii) Power and Authority. The Depositor has the power and authority to execute and deliver the CARAT Basic Documents to which it is a party and to carry out their terms, the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuing Entity as part of the Trust and has duly authorized such sale and assignment to the Issuing

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Entity by all necessary corporate action; and the execution, delivery and performance of the CARAT Basic Documents to which it is a party have been duly authorized by the Depositor by all necessary corporate or limited liability company action;

(iv) Valid Sale; Binding Obligations. This Agreement and the Second Step Secured Notes Assignment, when duly executed and delivered, shall constitute a valid sale, transfer and assignment of the Second Step Purchased Property, enforceable against creditors of and purchasers from the Depositor; and the CARAT Basic Documents to which the Depositor is a party, when duly executed and delivered, shall constitute legal, valid and binding obligations of the Depositor enforceable in accordance with their 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;

(v) No Violation; Consents. The consummation of the transactions contemplated by the CARAT Basic Documents to which the Depositor is a party and the fulfillment of the terms of the CARAT Basic Documents to which the Depositor is a party shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or by-laws of the Depositor (or its certificate of formation, limited liability company agreement or similar governing document), or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument, other than this Agreement and the Second Step Secured Notes Assignment, or violate any law or, to the best of the Depositor’s knowledge any order, rule or regulation applicable to the Depositor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; and

(vi) No Proceedings. To the Depositor’s knowledge, there are no investigations or Proceedings pending or threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of any CARAT Basic Document (ii) seeking to prevent the issuance of the CARAT 20__-SN_ Notes or the CARAT 20__-SN_ Certificates or the consummation of any of the transactions contemplated by any CARAT Basic Document (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any CARAT Basic Document or (iv) seeking to adversely affect the federal income tax attributes of the CARAT 20__-SN_ Notes or the CARAT 20__-SN_ Certificates.

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(vii) Qualified Purchaser Status. The Depositor is a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act of 1940, as amended (“Qualified Purchaser”)

(b) Representations and Warranties as to the COLT 20__-SN_ Secured Notes.

(i) Good Title. No COLT 20__-SN_ Secured Note has been sold, transferred, assigned or pledged by the Depositor to any Person other than the Issuing Entity; immediately prior to the conveyance of the COLT 20__-SN_ Secured Notes pursuant to this Agreement and the related Second Step Secured Notes Assignment, the Depositor had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this Agreement and the Second Step Secured Notes Assignment by the Depositor, the Issuing Entity shall have all of the right, title and interest of the Depositor in, to and under the COLT 20__-SN_ Secured Notes, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any Lien.

(ii) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Issuing Entity a first priority perfected ownership interest in the Second Step Purchased Property shall have been made.

(iii) Creation, Perfection and Priority of Security Interests. The Perfection Representations, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

Section 3.02. Liability of Depositor. The Depositor shall be liable in accordance with this Agreement and the Second Step Secured Notes Assignment only to the extent of the obligations in this Agreement and the Second Step Secured Notes Assignment specifically undertaken by the Depositor.

Section 3.03. Merger or Consolidation of, or Assumption of the Obligations of Depositor; Amendment of Certificate of Incorporation.

(a) Any corporation, limited liability company or other entity (i) into which the Depositor may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Depositor shall be a party, (iii) succeeding to the business of either the Depositor, (iv) more than 15% of the voting interests of which is owned directly or indirectly by General Motors and Cerberus Capital Management, L.P., in the aggregate, or (v) 50% or more of the voting interests of which is owned, directly or indirectly, by General Motors or Ally Financial, which corporation, limited liability company or other entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement and the other CARAT Basic Documents, shall be the successor to of the Depositor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. The Depositor shall provide 10 days prior notice of any merger, consolidation or succession pursuant to this Section 3.03 to the Rating Agencies (if any Rated Notes are outstanding), the Servicer, the CARAT Indenture Trustee and the CARAT Owner Trustee.

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(b) The Depositor hereby agrees that during the term of this Agreement it shall not (i) take any action prohibited by Article Fourth of its certificate of incorporation (or any comparable provision in its certificate of formation, limited liability company agreement or similar governing document), (ii) without the prior written consent of the CARAT Indenture Trustee and the CARAT Owner Trustee and without giving prior written notice to the Rating Agencies, amend Article Third or Fourth of its certificate of incorporation (or any comparable provision in its certificate of formation, limited liability company agreement or similar governing document), or (iii) incur any indebtedness, issue any other debt, or assume or guaranty indebtedness of any other entity, other than pursuant to the Intercompany Note and the Intercompany Advance Agreement (without giving effect to any amendment to the Intercompany Note or the Intercompany Advance Agreement after the date hereof, unless the Rating Agency Condition was satisfied in connection therewith), if such action would result in a downgrading of the then current rating of any class of the CARAT 20__-SN_ Notes.

Section 3.04. Limitation on Liability of Depositor and Others. The Depositor and any director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement and the Second Step Secured Notes Assignment. The Depositor and any director or officer or employee or agent of the Depositor shall be reimbursed by the CARAT Indenture Trustee or CARAT Owner Trustee, as applicable, for any contractual damages, liability or expense incurred by reason of such trustee’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement, the Second Step Secured Notes Assignment, the CARAT Indenture or the Trust Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, the Second Step Secured Notes Assignment, the CARAT Indenture or the Trust Agreement. In no event, however, shall the CARAT Indenture Trustee or the CARAT Owner Trustee be liable to the Depositor for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if either or both of them have been advised of the likelihood of such loss or damage. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as Depositor of the COLT 20__-SN_ Secured Notes and other Second Step Purchased Property under this Agreement and the Second Step Secured Notes Assignment and that in its opinion may involve it in any expense or liability.

Section 3.05. Depositor May Own CARAT 20__-SN_ Notes or CARAT 20__-SN_ Certificates. Each of the Depositor and any Person controlling, controlled by or under common control with the Depositor may in its individual or any other capacity become the owner or pledgee of CARAT 20__-SN_ Notes or CARAT 20__-SN_ Certificates with the same rights as it would have if it were not the Depositor or an Affiliate thereof, except as otherwise specifically provided herein; provided, however, that no person who is not a Qualified Purchaser may become the owner or pledgee of the CARAT 20_-_ Notes or CARAT 20_-_ Certificates or any interest therein. . Except as otherwise provided herein, CARAT 20__-SN_ Notes or CARAT 20__-SN_ Certificates so owned by or pledged to the Depositor or such controlling or commonly controlled Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority or distinction as among all of such CARAT 20__-SN_ Notes or CARAT 20__-SN_ Certificates, respectively.

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ARTICLE IV

TRUST ADMINISTRATOR’S COVENANTS; DISTRIBUTIONS; STATEMENTS TO

CARAT 20_-_ NOTEHOLDERS AND CARAT 20_-_ CERTIFICATEHOLDERS

Section 4.01. Annual Statement as to Compliance; Notice of Trust Administrator Default.

(a) The Trust Administrator shall deliver to the CARAT Indenture Trustee and the CARAT Owner Trustee, on or before March 15 of each year, beginning March 15, 20    , an officer’s certificate signed by the President or any Vice President of the Trust Administrator, dated as of December 31 of the immediately preceding year, in each instance, stating all information required under Item 1123 of Regulation AB, including that (i) a review of the activities of the Trust Administrator during the preceding 12-month period (or, with respect to the first such certificate, such period as shall have elapsed from the Series 20__-SN_ Closing Date to the date of such certificate) and of its performance under this Agreement and under the Pooling and Administration Agreement has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Trust Administrator has fulfilled in all material respects all its obligations under such agreements throughout such period, or, if there has been a default in any material respect in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof, and attaching a copy of the Trust Administrator’s assertion with respect to compliance in all material respects with the Minimum Servicing Standards throughout such period. A copy of such certificate, to the extent delivered to the CARAT Indenture Trustee or the CARAT Owner Trustee, may be obtained by any CARAT 20__-SN_ Noteholder or CARAT 20__-SN_ Certificateholder by a request in writing to the CARAT Indenture Trustee or the CARAT Owner Trustee, respectively, addressed to the applicable Corporate Trust Office.

(b) The Trust Administrator shall deliver to COLT and the Issuing Entity, on or before March 15 of each year, beginning on March 15, 20    , a report regarding the Trust Administrator’s assessment of compliance within the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

(c) The Trust Administrator shall deliver to the CARAT Indenture Trustee, the CARAT Owner Trustee and to the Rating Agencies (if any Rated Notes are outstanding) promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an officer’s certificate of any event which with the giving of notice or lapse of time, or both, would become a Trust Administrator Default under Section 7.01. The Depositor shall deliver to the CARAT Indenture Trustee, the CARAT Owner Trustee, the Trust Administrator and the Rating Agencies (if any Rated Notes are outstanding) promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an officer’s certificate of any event which with the giving of notice or lapse of time, or both, would become a Trust Administrator Default under Section 7.01(b).

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(d) The Trust Administrator shall prepare, execute and deliver, or shall cause the Servicer to execute and deliver, all certificates or other documents required to be delivered by the Issuing Entity pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated pursuant thereto.

Section 4.02. Annual Report of Assessment of Compliance with Servicing Criteria.

(a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Trust Administrator or its Affiliates, to deliver to COLT, the Issuing Entity, the CARAT Indenture Trustee, the CARAT Owner Trustee, the COLT Indenture Trustee and the COLT Owner Trustee on or before March 15 of each year, beginning March 15, 20    , a report (the “Report of Assessment of Compliance with Servicing Criteria”) delivered to the Board of Directors of the Servicer and to the CARAT Indenture Trustee, the CARAT Owner Trustee, the COLT Indenture Trustee and the COLT Owner Trustee that satisfies the requirements of Rule 13A-18 or Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year.

(b) A copy of the Report of Assessment of Compliance with Servicing Criteria received pursuant to Section 4.02(a) shall be delivered by the Trust Administrator to the Rating Agencies (if any Rated Notes are outstanding), the CARAT Indenture Trustee and the CARAT Owner Trustee on or before March 15 of each year, beginning March 15, 20    .

(c) A copy of the Report of Assessment of Compliance with Servicing Criteria, to the extent delivered to the CARAT Indenture Trustee or the CARAT Owner Trustee, may be obtained by any CARAT 20__-SN_ Noteholder or CARAT 20__-SN_ Certificateholder by a request in writing to the CARAT Indenture Trustee or the CARAT Owner Trustee, respectively, addressed to the applicable Corporate Trust Office.

Section 4.03. Access to Certain Documentation and Information Regarding the COLT 20__-SN_ Secured Notes. The Trust Administrator shall provide to the CARAT Indenture Trustee and the CARAT Owner Trustee reasonable access to the documentation regarding the COLT 20__-SN_ Secured Notes. The Trust Administrator shall provide such access to any CARAT 20__-SN_ Noteholder or CARAT 20__-SN_ Certificateholder only in such cases where a CARAT 20__-SN_ Noteholder or a CARAT 20__-SN_ Certificateholder is required by applicable statutes or regulations to review such documentation. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours at offices of the Trust Administrator designated by the Trust Administrator. Nothing in this Section 4.03 shall derogate from the obligation of the Trust Administrator to observe any applicable law prohibiting disclosure of information regarding Lessees, and the failure of the Trust Administrator to provide access as provided in this Section 4.03 as a result of such obligation shall not constitute a breach of this Section 4.03.

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Section 4.04. Assignment of Administrative Secured Notes and Warranty Secured Notes. Upon receipt of the Administrative Purchase Payment or the Warranty Payment with respect to an Administrative Secured Note or a Warranty Secured Note, respectively, the CARAT Owner Trustee on behalf of the Issuing Entity shall assign, without recourse, representation or warranty, to the Trust Administrator or the Warranty Purchaser, as applicable, and the CARAT Indenture Trustee shall release its lien on and security interest in all of such Person’s right, title and interest in, to and under such Administrative Secured Note or Warranty Secured Note, the collateral therefor and the related rights assigned thereunder. The Trust Administrator or the Warranty Purchaser, as applicable, shall thereupon own such COLT 20__-SN_ Secured Note, and all such security and documents, free of any further obligations to the CARAT Indenture Trustee, the CARAT Owner Trustee, the CARAT 20__-SN_ Noteholders or the CARAT 20__-SN_ Certificateholders with respect thereto. If in any Proceeding it is held that the Trust Administrator may not enforce a COLT 20__-SN_ Secured Note on the ground that it is not a real party in interest or a Holder entitled to enforce the COLT 20__-SN_ Secured Note, the CARAT Indenture Trustee or the CARAT Owner Trustee, as applicable, shall, at the Trust Administrator’s expense, take such steps as the Trust Administrator deems necessary to enforce the COLT 20__-SN_ Secured Note, including bringing suit in the name of such Person or the names of the CARAT 20__-SN_ Noteholders or the CARAT 20__-SN_ Certificateholders.

Section 4.05. Distributions.

(a) On or before each Determination Date, the Trust Administrator shall calculate the Total Available Amount, the Basic Servicing Fee, the Administration Fee, the Aggregate Noteholders’ Interest Distributable Amount (including the Aggregate Class A Interest Distributable Amount, the Aggregate Class B Interest Distributable Amount and the Aggregate Class C Interest Distributable Amount), the First Priority Principal Distributable Amount, the Second Priority Principal Distributable Amount, the Noteholders’ Regular Principal Distributable Amount, the net amount, if any, payable by the Trust under any Interest Rate Swaps, the amount, if any, of any payments due in respect of an Early Termination Date payable by the Trust under any Interest Rate Swap and all other amounts required to determine the amounts, if any, to be deposited in or paid from each of the CARAT Collection Account and the Note Distribution Account and all amounts to be paid to the Reserve Account and to the CARAT 20__-SN_ Certificateholders on or before the related Distribution Date.

(b) Except as otherwise provided in Section 4.05(c), on each Distribution Date, the CARAT Indenture Trustee (based solely on the information contained in the Trust Administrator’s Accounting delivered on the related Determination Date pursuant to Section 3.06 of the Pooling and Administration Agreement) shall make the following distributions from the CARAT Collection Account in the following order of priority:

(i) first, to the Trust Administrator, to the extent of the Total Available Amount, the Administration Fee for such Distribution Date and any unpaid Administration Fee from any preceding Distribution Date;

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(ii) second, to the Swap Counterparty, to the extent of the Total Available Amount (as such amount has been reduced by the distribution described in clause (i) above), the net amount, if any, due under all Interest Rate Swaps (exclusive of payments due in respect of an Early Termination Date of any Interest Rate Swaps);

(iii) third, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) and (ii) above) (a) to the Note Distribution Account in respect of the Aggregate Class A Interest Distributable Amount, and (b) to the Swap Counterparty in respect of any payments due to the Swap Counterparty in connection with an Early Termination Date of any Interest Rate Swap related to the Class A-2b Notes, Class A-2c Notes, Class A-3b Notes, Class A-3c Notes or Class A-4 Notes, allocated between the Note Distribution Account and the Swap Counterparty in proportion to the amounts owing to the Swap Counterparty in connection with such Early Termination Date and in respect of the Aggregate Class A Interest Distributable Amount;

(iv) fourth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iii) above), to the Note Distribution Account for the payment of principal on the CARAT 20__-SN_ Notes in the priority specified in Section 8.2(c) of the CARAT Indenture, the First Priority Principal Distributable Amount;

(v) fifth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iv) above), (a) to the Note Distribution Account in respect of the Aggregate Class B Interest Distributable Amount; and (b) to the Swap Counterparty in respect of any payments due to the Swap Counterparty in connection with an Early Termination Date of any Interest Rate Swap related to the Class B-2 Notes, allocated between the Note Distribution Account and the Swap Counterparty in proportion to the amounts owing to the Swap Counterparty in connection with such Early Termination Date and in respect of the Aggregate Class B Interest Distributable Amount;

(vi) sixth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (v) above), to the Note Distribution Account for the payment of principal on the CARAT 20__-SN_ Notes in the priority specified in Section 8.2(c) of the CARAT Indenture, the Second Priority Principal Distributable Amount;

(vii) seventh, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vi) above), (a) to the Note Distribution Account in respect of the Aggregate Class C Interest Distributable Amount; and (b) to the Swap Counterparty in respect of any payments due to the Swap Counterparty in connection with an Early Termination Date of any Interest Rate Swap related to the Class C Notes, allocated between the Note Distribution Account and the Swap Counterparty in proportion to the amounts owing to the Swap Counterparty in connection with such Early Termination Date and in respect of the Aggregate Class C Interest Distributable Amount;

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(viii) eighth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vii) above), to the Note Distribution Account for the payment of principal on the CARAT 20__-SN_ Notes in the priority specified in Section 8.2(c) of the CARAT Indenture, the Noteholders’ Regular Principal Distributable Amount;

(ix) ninth, to the Reserve Account, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (viii) above), the amount required to bring the amount on deposit therein up to the Reserve Account Required Amount (after giving effect to all distributions to the Reserve Account described in Section 3.03 of the COLT Servicing Agreement); and

(x) tenth, to the CARAT 20__-SN_ Certificateholders (if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the CARAT 20__-SN_ Certificateholders), any portion of the Total Available Amount remaining after the distributions described in clauses (i) through (ix) above.

(c) Notwithstanding the foregoing, at any time that the CARAT 20__-SN_ Notes have not been paid in full and the principal balance of the CARAT 20__-SN_ Notes has been declared immediately due and payable following the occurrence of a CARAT Event of Default under the CARAT Indenture, then until such time as the CARAT 20__-SN_ Notes have been paid in full and the CARAT Indenture has been discharged or the foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the CARAT Indenture, distributions from the CARAT Collection Account shall be made in the priority set forth in Section 8.01(b) and the order in which payments to CARAT 20__-SN_ Noteholders shall be made or on amounts deposited into the Note Distribution Account shall be as specified in Section 2.7(c) of the CARAT Indenture.

Section 4.06. Net Deposits. At any time that Ally Financial shall be the Trust Administrator, the Trust Administrator, the Depositor, the CARAT Indenture Trustee and the CARAT Owner Trustee may make any remittances pursuant to this Article IV net of amounts to be distributed by the applicable recipient to such remitting party. Nonetheless, each such party shall account for all of the above described remittances and distributions as if the amounts were deposited and/or transferred separately.

Section 4.07. Statements to Securityholders.

(a) On each Distribution Date, the CARAT Owner Trustee shall (except as otherwise provided in the Trust Agreement) deliver to each CARAT 20__-SN_ Certificateholder, and the CARAT Indenture Trustee shall make available to each

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CARAT 20__-SN_ Noteholder, a statement (which statement shall also be made available to the Rating Agencies by the Trust Administrator) (if any Rated Notes are outstanding) prepared by the Trust Administrator and provided to the CARAT Indenture Trustee in an electronic format acceptable for the CARAT Indenture Trustee, based on information in the Trust Administrator’s Accounting furnished pursuant to Section 3.06 of the Pooling and Administration Agreement. Each such statement to be made available to the CARAT 20__-SN_ Certificateholders and CARAT 20__-SN_ Noteholders, respectively, shall set forth the following information, based solely upon the information provided to it by the Trust Administrator in the Trust Administrator’s Accounting, concerning the CARAT 20__-SN_ Certificates or the CARAT 20__-SN_ Notes, as appropriate, with respect to such Distribution Date or the preceding Monthly Period:

(i) Determination Dates and Distribution Dates used to calculate distributions on the CARAT 20__-SN_ Notes and any CARAT 20__-SN_ Certificates;

(ii) the amount of such distribution allocable to principal of each class of the CARAT 20__-SN_ Notes and the amount of any distribution to the CARAT 20__-SN_ Certificates;

(iii) the amount of the distribution, if any, allocable to any interest on the CARAT 20__-SN_ Certificates and interest on or with respect to each class of the CARAT 20__-SN_ Notes;

(iv) the net amount, if any, of any payments due by the Issuing Entity or to be received by the Issuing Entity under any Interest Rate Swap;

(v) the net amount, if any, of any payments due by the Issuing Entity or to be received by the Issuing Entity in respect of an Early Termination Date payable under any Interest Rate Swap;

(vi) the Note Principal Balance for each class of CARAT 20__-SN_ Notes, the Aggregate Note Principal Balance, the Note Pool Factor for each class of CARAT 20__-SN_ Notes and the certificate pool factor for each class of CARAT 20__-SN_ Certificates, each as of such Distribution Date after giving effect to all payments described under clauses (ii) and (iii) above;

(vii) the First Priority Principal Distributable Amount, the Second Priority Principal Distributable Amount and the Noteholders’ Regular Principal Distributable Amount for such Distribution Date;

(viii) the amount of the Class A Notes Interest Carryover Shortfall, the Class B Notes Interest Carryover Shortfall and the Class C Notes Interest Carryover Shortfall, if any, and the change in each of such amounts from the preceding Distribution Date;

(ix) the amount of the Administration Fee paid to the Trust Administrator and the amount of the Basic Servicing Fee and Additional Servicing Fee (each as defined in Exhibit A in the COLT Servicing Agreement) paid to the Servicer with respect to the related Monthly Period;

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(x) the LIBOR for such Distribution Date and the corresponding interest rate on each class of Floating Rate Notes and Fixed Rate Notes and the CARAT 20__-SN_ Certificates, if any, for such Distribution Date;

(xi) the COLT 20__-SN_ Secured Note Rate (as defined in Exhibit A to the COLT Servicing Agreement);

(xii) the aggregate amount in the Payment Ahead Servicing Account (as defined in Exhibit A to the COLT Servicing Agreement) and the change in that amount during the related Monthly Period;

(xiii) the amount on deposit in the Reserve Account, if any, on such Distribution Date, after giving effect to any withdrawals or deposits on such date, and the Reserve Account Required Amount on such date;

(xiv) the amount, if any, distributed to the CARAT 20__-SN_ Noteholders, the CARAT 20__-SN_ Certificateholders and the Depositor from the Reserve Account;

(xv) the aggregate amount of Advances made by the Servicer under the COLT Servicing Agreement with respect to the related Monthly Period;

(xvi) the amount of any Pull Ahead Payments made by Ally Financial, in its capacity as agent for General Motors, under the COLT Pull Ahead Funding Agreement and the number of Series 20__-SN_ Lease Assets that became Pull Ahead Lease Assets during the related Monthly Period;

(xvii) the amount of Aggregate Residual Losses or credit losses on the Series 20__-SN_ Lease Assets during the related Monthly Period and the aggregate amount of residual or credit losses on the Series 20__-SN_ Lease Assets since the Cutoff Date;

(xviii) the number and Aggregate ABS Value of Series 20__-SN_ Lease Assets at the beginning and end of the applicable Monthly Period, and updated pool composition information as of the end of the Monthly Period, such as weighted average life, weighted average remaining term, prepayment rates, cumulative net losses or gains on returned vehicles sold by Ally Financial and number of leases terminated;

(xix) delinquency and loss information for the period and any material changes in determining or defining delinquencies, charge-offs and uncollectible accounts;

(xx) the aggregate Warranty Payment (as defined in Exhibit A to the COLT Servicing Agreement);

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(xxi) the aggregate Administrative Purchase Payment (as defined in Exhibit A to the COLT Servicing Agreement); and

(xxii) material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures used to acquire or select the Series 20__-SN_ Lease Assets, if any.

Each amount set forth pursuant to clauses (i), (ii), (vii) and (viii) above shall be expressed as a dollar amount per $1,000 of initial principal amount of the CARAT 20__-SN_ Notes.

On each Distribution Date, the CARAT Indenture Trustee shall make available to each CARAT 2010-SN1 Noteholder a copy of the Servicer’s Certificate as delivered to the CARAT Indenture Trustee by the Servicer pursuant to Section 2.15 of the COLT Servicing Agreement.

(b) Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of this Agreement, the CARAT Indenture Trustee and the CARAT Owner Trustee shall mail, to each Person who at any time during such calendar year shall have been a Holder of CARAT 20__-SN_ Notes or CARAT 20__-SN_ Certificates, respectively, and received any payments thereon, a statement containing such information as may be required by the Code and applicable Treasury Regulations to enable such Securityholder to prepare its federal income tax returns.

Section 4.08. Additional Duties of the Trust Administrator.

(a) The Trust Administrator agrees to perform all its duties as Trust Administrator and the duties of the Issuing Entity under the CARAT Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. In addition, the Trust Administrator shall consult with the CARAT Owner Trustee regarding the duties of the Issuing Entity under the CARAT Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. The Trust Administrator shall monitor the performance of the Issuing Entity and shall advise the CARAT Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the CARAT Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. The Trust Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the CARAT Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Trust Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the CARAT Indenture and the Swap Counterparty Rights Agreement, including such of the foregoing as are required with respect to the following matters under the CARAT Indenture (references are to sections of the CARAT Indenture and the Swap Counterparty Rights Agreement, as applicable):

(A) the preparation of or obtaining of the documents and instruments required for authentication of the CARAT 20__-SN_ Notes and delivery of such documents or instruments to the CARAT Indenture Trustee (Section 2.2 of the CARAT Indenture);

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(B) the duty to cause the Note Register to be kept and to give the CARAT Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the CARAT Indenture);

(C) the notification of the CARAT 20__-SN_ Noteholders of the final principal payment on their CARAT 20__-SN_ Notes (Section 2.7(d) of the CARAT Indenture);

(D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the CARAT Indenture);

(E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the CARAT Indenture);

(F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of the CARAT 20__-SN_ Notes (Section 3.2 of the CARAT Indenture);

(G) the duty to cause newly appointed Paying Agents, if any, to deliver to the CARAT Indenture Trustee the instrument specified in the CARAT Indenture regarding funds held in trust (Section 3.3(c) of the CARAT Indenture);

(H) the direction to the CARAT Indenture Trustee to deposit monies with Paying Agents, if any, other than the CARAT Indenture Trustee (Section 3.3 of the CARAT Indenture);

(I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the CARAT Indenture, the CARAT 20__-SN_ Notes, the Collateral and each other instrument and agreement included in the CARAT Trust Estate (Section 3.4 of the CARAT Indenture);

(J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the CARAT Indenture, necessary to protect the CARAT Trust Estate (Section 3.5 of the CARAT Indenture);

(K) the delivery of the Opinion of Counsel on the Series _-_ Closing Date, in accordance with Section 3.6(a) of the CARAT Indenture, the delivery of the Opinion of Counsel on or before March 15 in each calendar year, beginning March 15, 20     regarding maintenance of Liens in accordance with Section 3.6(b) of the CARAT Indenture, each of which relates to the CARAT Trust

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Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the CARAT Indenture, as to compliance with the CARAT Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the CARAT Indenture);

(L) the identification to the CARAT Indenture Trustee the CARAT Basic Documents or in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the CARAT Indenture (Section 3.7(b) of the CARAT Indenture);

(M) the notification of the CARAT Indenture Trustee and the Rating Agencies of a Trust Administrator Default pursuant to the Trust Sale and Administration Agreement or the Pooling and Administration Agreement and the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the CARAT Indenture);

(N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the CARAT Indenture (Sections 3.10 and 3.11 of the CARAT Indenture);

(O) the delivery of notice to the CARAT Indenture Trustee and the Rating Agencies of each CARAT Event of Default under the CARAT Indenture, each Administrator Default, each default by the Depositor under the Trust Sale and Administration Agreement and each default by Ally Financial under the Pooling and Administration Agreement (Section 3.18 of the CARAT Indenture);

(P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the CARAT Indenture and the preparation and delivery of an Officers’ Certificate and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the CARAT Indenture);

(Q) the compliance with any written directive of the CARAT Indenture Trustee with respect to the sale of the CARAT Trust Estate in a commercially reasonable manner if a CARAT Event of Default shall have occurred and be continuing (Section 5.4 of the CARAT Indenture);

(R) the preparation and delivery of notice to the CARAT 20__-SN_ Noteholders and the Swap Counterparty of the resignation or removal of the CARAT Indenture Trustee and the appointment of a successor CARAT Indenture Trustee (Section 6.8 of the CARAT Indenture);

(S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the CARAT Indenture);

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(T) the furnishing of the CARAT Indenture Trustee with the names and addresses of CARAT 20__-SN_ Noteholders during any period when the CARAT Indenture Trustee is not the Note Registrar (Section 7.1 of the CARAT Indenture);

(U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the CARAT Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the CARAT Indenture);

(V) the opening of one or more accounts in the Trust’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the CARAT Indenture);

(W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the CARAT Trust Estate as defined in the CARAT Indenture (Sections 8.4 and 8.5 of the CARAT Indenture);

(X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and notification of the rating agencies with respect to the execution of supplemental indentures and the mailing to the CARAT 20__-SN_ Noteholders and the Rating Agencies of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the CARAT Indenture);

(Y) the execution and delivery of new CARAT 20__-SN_ Notes conforming to any supplemental indenture (Section 9.6 of the CARAT Indenture);

(Z) the notification of the CARAT 20__-SN_ Noteholders and the Rating Agencies of redemption of the CARAT 20__-SN_ Notes or the duty to cause the CARAT Indenture Trustee to provide such notification (Sections 10.1 and 10.2 of the CARAT Indenture);

(AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the CARAT Indenture Trustee to take any action under the CARAT Indenture and delivery thereof to the CARAT Indenture Trustee (Section 11.1(a) of the CARAT Indenture);

(BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the CARAT Indenture (Section 11.1(b) of the CARAT Indenture);

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(CC) the notification of the Rating Agencies upon the failure of the CARAT Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the CARAT Indenture (Section 11.4 of the CARAT Indenture);

(DD) the preparation and delivery to the CARAT 20__-SN_ Noteholders, the CARAT Indenture Trustee or any Paying Agent of any agreements with any Holder of a CARAT 205-SN1 Note with respect to alternate payment and notice provisions (Section 11.6 of the CARAT Indenture);

(EE) the recording of the CARAT Indenture, if applicable (Section 11.15 of the CARAT Indenture);

(FF) the delivery to the CARAT Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any consolidation or merger of the Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(a) of the Swap Counterparty Rights Agreement;

(GG) the delivery to the CARAT Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any sale, conveyance, exchange, transfer or disposition of property or assets of the Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(b) of the Swap Counterparty Rights Agreement;

(HH) the delivery of a copy to the Swap Counterparty of any notice it shall deliver pursuant to Section 3.7(d) of the CARAT Indenture in respect of the occurrence of a Administrator Default under the Trust Sale and Administration Agreement (Section 4.02(b) or the Swap Counterparty Rights Agreement);

(II) the delivery of prompt written notice to the Swap Counterparty of each Event of Default under the CARAT Indenture, each Administrator Default, each default on the part of the Seller of its obligations under the Trust Sale and Administration Agreement and each default on the part of GMAC of its obligations under the Pooling and Administration Agreement (Section 4.02(c) of the Swap Counterparty Rights Agreement);

(JJ) the delivery to the Swap Counterparty, within five (5) Business Days after learning of the occurrence thereof, of a copy of the written notice in the form of an Officer’s Certificate delivered to the CARAT Indenture Trustee, of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(d) of the CARAT Indenture, its status and what action the Issuing Entity is taking or proposes to take with respect thereto (Section 4.02(d) of the Swap Counterparty Rights Agreement);

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(KK) the prompt transmittal to the Swap Counterparty of any notice received by the Issuing Entity from the CARAT 20__-SN_ Noteholders to the Swap Counterparty (Section 4.12 of the Swap Counterparty Rights Agreement);

(LL) the delivery to the Swap Counterparty of summaries of any information, documents or reports required to be filed by the Issuing Entity pursuant to Sections 7.3(a)(i) and 7.3(a)(ii) of the CARAT Indenture;

(MM) the delivery to the Swap Counterparty of a copy of the Annual Statement of Compliance required by Section 3.9 of the CARAT Indenture and Section 4.17(c) of the Swap Counterparty Rights Agreement; and

(b) Additional Duties.

(i) In addition to the duties of the Trust Administrator set forth above, the Trust Administrator shall pay costs associated with the appointment of a successor CARAT Indenture Trustee under the CARAT Indenture and the appointment of a successor CARAT Owner Trustee under the Trust Agreement, in each case, from amounts in the CARAT Trust Estate, perform all the duties of the Issuing Entity under the CARAT Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the CARAT Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the CARAT Owner Trustee to prepare, file or deliver pursuant to the CARAT Basic Documents, and at the request of the CARAT Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the CARAT Owner Trustee to take pursuant to the CARAT Basic Documents. Subject to Section 9.15 of this Agreement, and in accordance with the directions of the CARAT Owner Trustee, the Trust Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the CARAT Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the CARAT Owner Trustee and are reasonably within the capability of the Trust Administrator.

(ii) Notwithstanding anything in this Agreement or the other CARAT Basic Documents to the contrary, the Trust Administrator shall be responsible for promptly notifying the CARAT Owner Trustee if any withholding tax is imposed on the Trust’s payments to a CARAT 20__-SN_ Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the CARAT Owner Trustee pursuant to such provision.

(iii) Notwithstanding anything in this Agreement or the other CARAT Basic Documents to the contrary, the Trust Administrator shall be responsible for performance of the duties of the CARAT Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and

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reports to the CARAT 20__-SN_ Certificateholders; provided, however, that if the CARAT Owner Trustee is notified by the Trust Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the CARAT Owner Trustee shall retain responsibility for the distribution to the CARAT 20__-SN_ Certificateholders of the Schedule K-1s necessary to enable each CARAT 20__-SN_ Certificateholder to prepare its federal and state income tax returns.

(iv) The Trust Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Trust Administrator, a firm of independent public accountants acceptable to the CARAT Owner Trustee which shall perform the obligations of the Trust Administrator thereunder.

(v) The Trust Administrator shall perform the duties of the Trust Administrator specified in Section 6.10 of the Trust Agreement required to be performed in connection with the resignation or removal of the CARAT Owner Trustee, and any other duties expressly required to be performed by the Trust Administrator under the Trust Agreement.

(vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Trust Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Trust Administrator.

(vii) If Ally Financial is no longer the Trust Administrator, the Trust Administrator shall provide any required Rating Agency notices under this Section 4.08 to the Depositor, who shall promptly provide such notices to the Ratings Agencies.

(c) Non-Ministerial Matters.

(i) With respect to matters described under this Section 4.08 that in the reasonable judgment of the Trust Administrator are non-ministerial, the Trust Administrator shall not take any action unless, within a reasonable time before the taking of such action, the Trust Administrator shall have notified the CARAT Owner Trustee in writing of the proposed action and the CARAT Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(A) the amendment, change, or modification of or any supplement to the CARAT Indenture or the other CARAT Basic Documents;

(B) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity;

(C) the appointment of successor Note Registrars, successor Paying Agents and successor CARAT Indenture Trustees pursuant to the CARAT Indenture, or the appointment of successor Trust Administrators, or the consent to the assignment by the Note Registrar, Paying Agent or CARAT Indenture Trustee of its obligations under the CARAT Indenture; and

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(D) the removal of the CARAT Indenture Trustee.

(ii) Notwithstanding anything to the contrary in this Agreement, the Trust Administrator shall not be obligated to, and shall not, (x) make any payments to the CARAT 20__-SN_ Noteholders under the CARAT Basic Documents, (y) sell the CARAT Trust Estate pursuant to Section 5.4 of the CARAT Indenture or (z) take any other action that the Issuing Entity directs the Trust Administrator not to take on its behalf.

(d) The Trust Administrator shall comply with Section 5.4 of the Trust Agreement, including maintaining appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuing Entity and the Depositor at any time during normal business hours.

ARTICLE V

NOTEHOLDER ACCOUNTS; COLLECTIONS, DEPOSITS AND INVESTMENTS

Section 5.01. Establishment of Accounts.

(a)(i) The Trust Administrator, for the benefit of the Financial Parties, shall establish and maintain in the name of the CARAT Indenture Trustee an Eligible Deposit Account known as the Capital Auto Receivables Asset Trust 20__-SN_ Collection Account (the “CARAT Collection Account”), bearing an additional designation clearly indicating that the funds deposited therein are held in a segregated account for the benefit of the Financial Parties.

(ii) The Trust Administrator, for the benefit of the CARAT 20__-SN_ Noteholders, shall establish and maintain in the name of the CARAT Indenture Trustee an Eligible Deposit Account known as the Capital Auto Receivables Asset Trust 20__-SN_ Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held in a segregated account for the benefit of the CARAT 20__-SN_ Noteholders.

(b)(i) Each of the Designated Accounts shall be initially established with the CARAT Indenture Trustee, who shall be the initial Account Holder. At any time after the Series 20__-SN_ Closing Date, the Trust Administrator, upon 30 days prior written notice to the Account Holder, shall have the right to, and if any Account Holder ceases to be an Eligible Institution the Trust Administrator shall, instruct an Account Holder to transfer any or all of the Designated Accounts to another Eligible Institution designated by the Trust Administrator in such notice. No Designated Account shall be maintained with an Account Holder if the short-term unsecured debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account may be maintained with an Account Holder even if the short-term unsecured

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debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account as a segregated account in its corporate trust department). Should an Account Holder no longer satisfy the requirements in the preceding sentence with respect to any Designated Account, then the Trust Administrator shall, within 10 Business Days (or such longer period, not to exceed 30 calendar days, selected by the Trust Administrator, as to which each Rating Agency shall consent (which consent shall not be required if the Rated Notes are not outstanding)), with the Account Holder’s assistance as necessary, cause each affected Designated Account (A) to be moved to an Account Holder that is an Eligible Institution with the Required Deposit Rating or (B) to be moved to a segregated account in the corporate trust department of the Account Holder. All amounts held in such accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, at the written direction of the Trust Administrator, by such Account Holder in Eligible Investments. Such written direction shall constitute certification by the Trust Administrator that any such investment is authorized by this Section 5.01. In the absence of such prior written instruction from the Trust Administrator to such Account Holder, the Account Holder shall invest any uninvested funds in [Goldman Sachs Prime Obligations Fund, Institutional Class #462].” Investments in Eligible Investments shall be made in the name of the CARAT Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Trust Administrator. Each Account Holder holding a Designated Account as provided in this Section 5.01(b)(i), shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the CARAT Indenture Trustee, the Trust Administrator shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations.

(ii) With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that:

(A) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets will be credited.

(B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Trust Administrator or the Depositor, payable to the order of the Issuing Entity, the Trust Administrator or the Depositor or specially indorsed to the Issuing Entity, the Trust Administrator or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

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(C) All property delivered to the Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account.

(D) Each item of property (whether investments, investment property, Financial Asset, security, instrument or cash) credited to a Designated Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC.

(E) If at any time the Securities Intermediary shall receive any order from the CARAT Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Trust, the Trust Administrator, the Depositor or any other Person.

(F) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Designated Accounts (as well as the Security Entitlements related thereto) shall be governed by the laws of the State of New York.

(G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Designated Accounts and/or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Trust Administrator, the Account Holder or the CARAT Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof.

(H) Except for the claims and interest of the CARAT Indenture Trustee in the Designated Accounts, the Securities Intermediary has no knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the CARAT Indenture Trustee, the Trust Administrator and the Issuing Entity thereof.

(I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and/or any Designated Account Property simultaneously to each of the Trust Administrator and the CARAT Indenture Trustee, at the addresses set forth in Appendix B to this Agreement.

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(J) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts.

(iii) The Trust Administrator shall have the power, revocable by the CARAT Indenture Trustee (or by the CARAT Owner Trustee with the consent of the CARAT Indenture Trustee) to instruct the CARAT Indenture Trustee to make withdrawals and payments from the Designated Accounts for the purpose of permitting the Trust Administrator or the CARAT Owner Trustee to carry out its respective duties hereunder or permitting the CARAT Indenture Trustee to carry out its duties under the CARAT Indenture.

(iv) The CARAT Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Designated Accounts and in all proceeds thereof (except Investment Earnings). Except as otherwise provided herein or in the CARAT Indenture, the Designated Accounts shall be under the exclusive dominion and control of the CARAT Indenture Trustee for the benefit of the Securityholders and the CARAT Indenture Trustee shall have sole signature power and authority with respect thereto.

(v) The Trust Administrator shall not direct the Account Holder to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Account Holder to make any such investment or sale, if requested by the Account Holder, the Trust Administrator shall deliver to the Account Holder an Opinion of Counsel, acceptable to the Account Holder, to such effect.

(c) Pursuant to the Trust Agreement, the Issuing Entity shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof (except Investment Earnings). Except as otherwise provided herein or in the Trust Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the CARAT Owner Trustee for the benefit of the CARAT 20__-SN_ Certificateholder. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the CARAT Owner Trustee (or the Depositor on behalf of the CARAT Owner Trustee, if the Certificate Distribution Account is not then held by the CARAT Owner Trustee or an Affiliate thereof) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, selected by the CARAT Owner Trustee as to which each Rating Agency may consent (which consent shall not be required if no Rated Notes are outstanding) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account.

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(d) The CARAT Indenture Trustee, the CARAT Owner Trustee, the Securities Intermediary, each Account Holder and each other Eligible Deposit Institution with whom a Designated Account or the Certificate Distribution Account is maintained waives any right of set-off, counterclaim, security interest or bankers’ lien to which it might otherwise be entitled.

Section 5.02. Investment Earnings. The Trust Administrator shall be entitled to receive all Investment Earnings when and as paid without any obligation to the CARAT Owner Trustee, the CARAT Indenture Trustee or the Depositor in respect thereof, and the Trust Administrator shall have no obligation to deposit any such amount in any account established hereunder. To the extent that any such amount shall be held in any account held by the CARAT Indenture Trustee or the CARAT Owner Trustee, or otherwise established hereunder, such amount will be withdrawn therefrom and paid to the Trust Administrator upon presentation of a certificate signed by a Responsible Officer of the Trust Administrator setting forth, in reasonable detail, the amount of such Investment Earnings.

Section 5.03. Additional Deposits. The Trust Administrator and the Depositor shall deposit in the CARAT Collection Account the aggregate Administrative Purchase Payments and Warranty Payments with respect to Administrative Secured Notes and Warranty Secured Notes, respectively. All such deposits with respect to a Monthly Period shall be made in immediately available funds on or before the Distribution Date related to such Monthly Period.

ARTICLE VI

LIABILITIES OF TRUST ADMINISTRATOR AND OTHERS

Section 6.01. Liability of Trust Administrator; Indemnities.

(a) The Trust Administrator shall be liable in accordance with this Agreement and the Second Step Secured Notes Assignment only to the extent of the obligations in this Agreement and the Pooling and Administration Agreement specifically undertaken by the Trust Administrator. Such obligations shall include the following:

(i) The Trust Administrator shall defend, indemnify and hold harmless the CARAT Indenture Trustee, the CARAT Owner Trustee and the Issuing Entity from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation of any Vehicle by VAULT, COLT, Ally Financial, the Trust Administrator or any affiliate of any of them;

(ii) The Trust Administrator shall indemnify, defend and hold harmless the CARAT Indenture Trustee, the CARAT Owner Trustee the CARAT 20_-_ Noteholders, the CARAT 20__-SN_ Certificateholders and the Issuing Entity from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the COLT 20__-SN_ Secured Notes to

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the Issuing Entity or the issuance and original sale of the CARAT 20__-SN_ Notes and the CARAT 20__-SN_ Certificates, or asserted with respect to ownership of the COLT 20__-SN_ Secured Notes, or federal or other income taxes arising out of distributions on the CARAT 20__-SN_ Notes or the CARAT 20__-SN_ Certificates, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same;

(iii) The Trust Administrator shall indemnify, defend and hold harmless the CARAT Indenture Trustee, the CARAT Owner Trustee, the Issuing Entity, the CARAT 20__-SN_ Noteholders, the CARAT 20__-SN_ Certificateholders and the Issuing Entity from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon the CARAT Indenture Trustee, the CARAT Owner Trustee, the Issuing Entity, the CARAT 20__-SN_ Noteholders or the CARAT 20__-SN_ Certificateholders through the negligence, willful misfeasance or bad faith of the Trust Administrator in the performance of its duties any CARAT Basic Document or by reason of reckless disregard of its obligations and duties under this any CARAT Basic Document; and

(iv) The Trust Administrator shall indemnify, defend and hold harmless the CARAT Indenture Trustee and the CARAT Owner Trustee, and their respective agents and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the CARAT Owner Trustee, the CARAT Indenture Trustee’s performance of its duties under the CARAT Indenture or any other CARAT Basic Document, (y) in the case of the CARAT Indenture Trustee, the CARAT Owner Trustee’s performance of its duties under the Trust Agreement or (z) the acceptance, administration or performance by, or action or inaction of, the CARAT Indenture Trustee or the CARAT Owner Trustee, as applicable, of the trusts and duties contained in this Agreement, the other CARAT Basic Documents, the CARAT Indenture (in the case of the CARAT Indenture Trustee), including the administration of the Trust Estate, and the Trust Agreement (in case of the CARAT Owner Trustee), including the administration of the CARAT Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Person indemnified, (B) to the extent otherwise payable to the CARAT Indenture Trustee, arises from the CARAT Indenture Trustee’s breach of any of its representations or warranties in Section 6.12 of the CARAT Indenture, (C) to the extent otherwise payable to the CARAT Owner Trustee, arises from the CARAT Owner Trustee’s breach of any of its representations or warranties set forth in Section 6.6 of the Trust Agreement, or (D) shall arise out of or be incurred in connection with the performance by the CARAT Indenture Trustee of the duties of successor Trust Administrator hereunder.

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(b) Indemnification under this Section 6.01 shall include reasonable fees and expenses of external counsel and expenses of litigation. If the Trust Administrator has made any indemnity payments pursuant to this Section 6.01 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Trust Administrator, without interest.

(c) The Trust Administrator’s indemnification obligations under this Section 6.01 shall survive the termination or resignation of the CARAT Owner Trustee or the CARAT Indenture Trustee and the termination of this Agreement.

Section 6.02. Merger or Consolidation of, or Assumption of the Obligations of the Trust Administrator. Any corporation or other entity

(a) into which the Trust Administrator may be merged or consolidated,

(b) resulting from any merger, conversion or consolidation to which the Trust Administrator shall be a party,

(c) succeeding to the business of the Trust Administrator,

(d) more than 15% of the voting interests of which is owned directly or indirectly by General Motors and Cerberus Capital Management, L.P., in the aggregate, or

(e) more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors or Ally Financial,

which entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Trust Administrator under this Agreement and the Further Transfer and Administration Agreements, shall be the successor to the Trust Administrator under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement, to the contrary notwithstanding. The Trust Administrator shall provide notice of any merger, consolidation or succession pursuant to this Section 6.02 to the CARAT Indenture Trustee, CARAT Owner Trustee and the Rating Agencies (if any Rated Notes are outstanding).

Section 6.03. Limitation on Liability of Trust Administrator and Others.

(a) Neither the Trust Administrator nor any of the directors or officers or employees or agents of the Trust Administrator shall be under any liability to the Issuing Entity, the CARAT 20__-SN_ Noteholders or the CARAT 20__-SN_ Certificateholders, except as specifically provided in this Agreement and in the Pooling and Administration Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling and Administration Agreement, the CARAT Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision shall not protect the Trust Administrator or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence (except errors in judgment) in the performance of duties or by reason of

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reckless disregard of obligations and duties under this Agreement, the Pooling and Administration Agreement, the CARAT Indenture, the Trust Agreement or any other CARAT Basic Document. The Trust Administrator and any director, officer or employee or agent of the Trust Administrator may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement or the Pooling and Administration Agreement.

(b) The Trust Administrator and any director or officer or employee or agent of the Trust Administrator shall be reimbursed by the CARAT Indenture Trustee or the CARAT Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Trust Administrator to the CARAT Indenture Trustee or the CARAT Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement, the CARAT Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the CARAT Indenture Trustee or the CARAT Owner Trustee be liable to the Trust Administrator for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if either or both of them have been advised of the likelihood of such loss or damage.

(c) Except as provided in this Agreement or in the Pooling and Administration Agreement, the Trust Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to administer the COLT 20__-SN_ Secured Notes in accordance with this Agreement and the Pooling and Administration Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Trust Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement or the Pooling and Administration Agreement and the rights and duties of the parties to this Agreement or the Pooling and Administration Agreement and the interests of the CARAT 20__-SN_ Noteholders and CARAT 20__-SN_ Certificateholders under this Agreement and the Pooling and Administration Agreement, the interests of the CARAT 20__-SN_ Noteholders under the CARAT Indenture and the interests of the CARAT 20__-SN_ Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Trust Administrator shall be entitled to be reimbursed therefor.

(d) The Applicable Trustee shall distribute out of the CARAT Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not previously reimbursed.

Section 6.04. Delegation of Duties. So long as Ally Financial acts as Trust Administrator, the Trust Administrator may, at any time without notice or consent, subcontract any duties under this Agreement or under the Pooling and Administration Agreement to General Motors or any corporation or other entity in which (x) more than 15% of the voting interests of which is owned, directly or indirectly, by General Motors and Cerberus Capital Management,

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L.P., in the aggregate or (y) more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors or Ally Financial. The Trust Administrator may at any time perform specific duties as Trust Administrator through sub-contractors who are in the business of servicing or providing services to the servicers of comparable automotive related assets. No such delegation or sub-contracting shall relieve the Trust Administrator of its responsibility with respect to such duties

Section 6.05. Trust Administrator Not to Resign. Subject to the provisions of Section 7.02, the Trust Administrator shall not resign from the obligations and duties imposed on it by this Agreement and the Pooling and Administration Agreement as Trust Administrator except upon determination that the performance of its duties under this Agreement or under the Pooling and Administration Agreement, as the case may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Trust Administrator shall be evidenced by an Opinion of Counsel to such effect delivered to the CARAT Indenture Trustee and the CARAT Owner Trustee. No such resignation shall become effective until the CARAT Indenture Trustee or a successor Trust Administrator shall have assumed the responsibilities and obligations of the Trust Administrator in accordance with Section 7.02.

ARTICLE VII

DEFAULT

Section 7.01. Trust Administrator Defaults. Each of the following shall constitute a “Trust Administrator Default”:

(a) any failure by the Trust Administrator to deliver to the CARAT Indenture Trustee, deposit into any of the CARAT Collection Account or Note Distribution Account, to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after (x) written notice thereof is received by the Depositor or the Trust Administrator from the CARAT Indenture Trustee or the CARAT Owner Trustee or (y) discovery of that failure by an officer of the Trust Administrator

(b) any failure by the Depositor or the Trust Administrator to duly observe or perform in any material respect any other covenants or agreements of the Depositor or the Trust Administrator set forth in this Agreement, the Pooling and Administration Agreement, the CARAT Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of CARAT 20__-SN_ Noteholders or CARAT 20__-SN_ Certificateholders, and (ii) continues unremedied for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Depositor or the Trust Administrator, as applicable, by the CARAT Indenture Trustee or the CARAT Owner Trustee, or to the Depositor or the Trust Administrator, as applicable, by the CARAT Noteholders whose CARAT 20__-SN_ Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or by CARAT 20__-SN_ Certificateholders whose CARAT 20__-SN_ Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date;

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(c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Depositor or the Trust Administrator, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or

(d) the consent by the Depositor or the Trust Administrator to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Depositor or the Trust Administrator or of or relating to substantially all of their respective property; or the Depositor or the Trust Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations.

Notwithstanding the foregoing, there shall be no Trust Administrator Default where a Trust Administrator Default would otherwise exist under clause (a) above for a period of ten Business Days or under clause (b) for a period of 60 days if the delay or failure giving rise to the Trust Administrator Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of those events, the Trust Administrator shall not be relieved from using its commercially reasonable best efforts to perform its obligations in a timely manner in accordance with the terms of the Pooling and Administration Agreement and this Agreement and the Trust Administrator shall provide the CARAT Indenture Trustee, the CARAT Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Section 7.02. Consequences of a Trust Administrator Default. If a Trust Administrator Default shall occur and be continuing, Ally Financial or either the CARAT Indenture Trustee or the CARAT 20    -SN   Noteholders whose CARAT 20    -SN   Notes evidence not less than a majority of the Outstanding Amount of the Class A Notes as of the close of the preceding Distribution Date (or, if the CARAT 20    -SN   Notes have been paid in full and the CARAT Indenture has been discharged in accordance with its terms, by the CARAT Owner Trustee or the CARAT 20    -SN   Certificateholders whose CARAT 20    -SN   Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date), or any of their respective affiliates, by notice then given in writing to the Trust Administrator and the CARAT Owner Trustee (and to the CARAT Indenture Trustee if given by the CARAT 20    -SN   Noteholders or the CARAT 20    -SN   Certificateholders) may terminate all of the rights and obligations of the Trust Administrator under this Agreement and the Pooling and Administration Agreement. On or after the receipt by the Trust Administrator of such written notice, all authority and power of the Trust Administrator under this Agreement and the Pooling and Administration Agreement, whether with respect to the CARAT 20    -SN   Notes, the CARAT 20    -SN   Certificates or the CARAT 20    -SN   Secured Notes or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02; provided, however, that upon the occurrence of a Trust Administrator Default set forth in Section 7.01(c) or (d), such termination of the Trust Administrator’s rights and obligations shall be immediate and no notice will be required. The CARAT Indenture Trustee is hereby authorized and empowered to execute and deliver, on

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behalf of the Trust Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the COLT 20    -SN   Secured Notes and related documents, or otherwise. The Trust Administrator agrees to cooperate with the CARAT Indenture Trustee and the CARAT Owner Trustee in effecting the termination of the responsibilities and rights of the Trust Administrator under this Agreement and the Pooling and Administration Agreement including the transfer to the CARAT Indenture Trustee or the CARAT Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Trust Administrator for deposit, or that shall have been deposited by the Trust Administrator in the CARAT Collection Account, the Note Distribution Account or the Certificate Distribution Account or thereafter received with respect to the COLT 20    -SN   Secured Notes that shall at that time be held by the Trust Administrator.

Section 7.03. CARAT Indenture Trustee to Act; Appointment of Successor. On and after the time the Trust Administrator receives a notice of termination pursuant to Section 7.02, the CARAT Indenture Trustee shall be the successor in all respects to the Trust Administrator in its capacity as Trust Administrator under this Agreement and the Pooling and Administration Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Administration Agreement and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Trust Administrator by the terms and provisions of this Agreement and the Pooling and Administration Agreement. As compensation therefor, the CARAT Indenture Trustee shall be entitled to such compensation (whether payable out of the CARAT Collection Account or otherwise) as the Trust Administrator would have been entitled to under this Agreement if no such notice of termination had been given including the Administration Fee and Investment Earnings. Notwithstanding the above, the CARAT Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) a long-term unsecured debt rating from Moody’s of at least Baa3 (unless such requirement is expressly waived by Moody’s) and (iii) whose regular business includes the servicing of motor vehicle contracts, leases and related assets, as the successor to the Trust Administrator under this Agreement and the Pooling and Administration Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Trust Administrator under this Agreement and the Pooling and Administration Agreement. In connection with such appointment and assumption, the CARAT Indenture Trustee may make such arrangements for the compensation of such successor out of payments on COLT 20    -SN   Secured Notes as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Trust Administrator under this Agreement and the Pooling and Administration Agreement. The CARAT Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Administration Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Trust Administrator and the appointment of a successor Trust Administrator shall be distributed by the CARAT Indenture Trustee from amounts in the CARAT Trust Estate.

Section 7.04. Notification to CARAT 20    -SN   Noteholders and CARAT 20    -SN   Certificateholders. Upon any termination of, or appointment of a successor to, the Trust Administrator pursuant to this Article VII, the CARAT Indenture Trustee shall give prompt written notice thereof to the CARAT 20    -SN   Noteholders and, if any of the Rated Notes are outstanding, to the Depositor, who shall promptly provide such notice to the Rating Agencies, and the CARAT Owner Trustee shall give prompt written notice thereof to the CARAT 20    -SN   Certificateholders.

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Section 7.05. Waiver of Past Defaults. Noteholders whose CARAT 20    -SN   Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if all of the Notes have been paid in full and the CARAT Indenture has been discharged in accordance with its terms), CARAT 20    -SN   Certificateholders whose CARAT 20    -SN   Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date) may, on behalf of all CARAT 20    -SN   Noteholders and CARAT 20    -SN   Certificateholders, waive any default by the Trust Administrator in the performance of its obligations hereunder and its consequences, except a default in making any required deposits to or payments from any of the accounts in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Trust Administrator Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and the Pooling and Administration Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

ARTICLE VIII

TERMINATION

Section 8.01. Insolvency of Depositor; Termination of Trust.

(a) Upon any sale or other disposition of the assets of the Trust pursuant to Article V of the CARAT Indenture (a “CARAT Event of Default Sale”), the Trust Administrator shall instruct the Applicable CARAT Trustee to deposit into the CARAT Collection Account from the proceeds of such disposition the amount specified in clause SECOND of Section 5.4(b) of the CARAT Indenture (the “CARAT Event of Default Proceeds”). On the Distribution Date (i) on which the CARAT Event of Default Proceeds are deposited in the CARAT Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), or (ii) at any time that the CARAT 20    -SN   Notes have not been paid in full and the principal balance of the CARAT 20    -SN   Notes has been declared immediately due and payable following the occurrence of a CARAT Event of Default under the CARAT Indenture, then until such time as the CARAT 20    -SN   Notes have been paid in full and the CARAT Indenture has been discharged or the foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the CARAT Indenture, the Trust Administrator shall instruct the CARAT Indenture Trustee (after taking into account the application on such Distribution Date of the Total Available Amount pursuant to Section 4.05(a)) to make the following payments from the CARAT Collection Account in the following priority:

(i) first, to the Trust Administrator, the Administration Fee for such Distribution Date and any unpaid Administration Fee from any preceding Distribution Date;

(ii) second, to the Swap Counterparty, the net amount, if any, then due to the Swap Counterparty under all Interest Rate Swaps (exclusive of payments due to the Swap Counterparty in respect of an Early Termination Date under such Interest Rate Swaps);

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(iii) third, to (a) the Note Distribution Account, for payment of interest pro rata on the Class A Notes, the Aggregate Class A Interest Distributable Amount and (b) to the Swap Counterparty in respect of any payments due to the Swap Counterparty in connection with any Early Termination Date of any Interest Rate Swaps related to the Class A-2b Notes, Class A-2c Notes, Class A-3b Notes, Class A-3c Notes or Class A-4 Notes allocated between the Note Distribution Account and the Swap Counterparty in proportion to the amounts owing in respect of the Aggregate Class A Interest Distributable Amount and the amounts owing to the Swap Counterparty in connection with such Early Termination Date;

(iv) fourth, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal pro rata on the Class A Notes;

(v) fifth, to (a) the Note Distribution Account, an amount equal to the Aggregate Class B Interest Distributable Amount for payment of interest on the Class B Notes and (b) the Swap Counterparty in respect of any payments due to the Swap Counterparty in connection with any Early Termination Date of any Interest Rate Swaps related to the Class B-2 Notes, allocated between the Note Distribution Account and the Swap Counterparty in proportion to the amounts owing in respect of the Aggregate Class B Interest Distributable Amount and the amounts owing to the Swap Counterparty in connection with such Early Termination Date;

(vi) sixth, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class B Notes;

(vii) seventh, to (a) the Note Distribution Account, an amount equal to the Aggregate Class C Interest Distributable Amount for payment of interest on the Class C Notes and (b) the Swap Counterparty in respect of any payments due to the Swap Counterparty in connection with any Early Termination Date of any Interest Rate Swaps related to the Class C Notes, allocated between the Note Distribution Account and the Swap Counterparty in proportion to the amounts owing in respect of the Aggregate Class C Interest Distributable Amount and the amounts owing to the Swap Counterparty in connection with such Early Termination Date;

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(viii) eighth, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class C Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class C Notes; and

(ix) ninth, to the CARAT 20    -SN   Certificateholders (if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders) any remaining amounts after the distributions described in clauses (i) through (x) above.

Any CARAT Event of Default Proceeds remaining after all the deposits and other payments described above have been made in full, shall be paid to the CARAT 2010-SN1 Certificateholders.

(b) Notice of any termination of the Trust shall be given by the Trust Administrator to the CARAT Owner Trustee and the CARAT Indenture Trustee as soon as practicable after the Trust Administrator has received notice thereof.

(c) Following the satisfaction and discharge of the CARAT Indenture with respect to the CARAT 20    -SN   Notes, and the payment in full of the principal and interest on the CARAT 20    -SN   Notes, the CARAT 20    -SN   Certificateholders shall succeed to the rights of the CARAT 20    -SN   Noteholders hereunder and the CARAT Owner Trustee shall succeed to the rights of the CARAT Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the CARAT Indenture Trustee set forth in Section 4.4 of the CARAT Indenture and Section 7.03 of this Agreement).

(d) After indefeasible payment in full to the CARAT Indenture Trustee, the CARAT Owner Trustee, the Swap Counterparty, the CARAT 20    -SN   Noteholders, the CARAT 20    -SN   Certificateholders and the Trust Administrator of all amounts required to be paid under this Agreement, the CARAT Indenture, the Interest Rate Swaps and the Trust Agreement (including as contemplated by this Section 8.01), (i) any amounts on deposit in the CARAT Collection Account (after all other distributions required to be made from such accounts have been made and provision for the payment of all liabilities of the Trust as required by Section 3808 of the Statutory Trust Act) shall be paid to the CARAT 20    -SN   Certificateholders and (ii) any other assets remaining in the Trust shall be distributed to the CARAT 20    -SN   Certificateholders.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01. Amendment.

(a) This Agreement may be amended by the Depositor, the Trust Administrator and the CARAT Owner Trustee with the consent of the CARAT Indenture Trustee, but without the consent of any of the Financial Parties, to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other CARAT Basic Documents, (iii) to add or supplement any credit enhancement for the benefit of the

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CARAT _-_ Noteholders of any class or the CARAT 20    -SN   Certificateholders (provided that if any such addition shall affect any class of CARAT 20    -SN   Noteholders or CARAT 20    -SN   Certificateholders differently than any other class of CARAT 20    -SN   Noteholders or CARAT 20    -SN   Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of CARAT 20    -SN   Noteholders or the CARAT 20    -SN   Certificateholders), (iv) add to the covenants, restrictions or obligations of the Depositor, the Trust Administrator, the CARAT Owner Trustee or the CARAT Indenture Trustee or (v) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Financial Parties.

(b) This Agreement may also be amended from time to time by the Depositor, the Trust Administrator and the CARAT Owner Trustee with the consent of the CARAT Indenture Trustee, the consent of the CARAT 20    -SN   Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of CARAT 20    -SN   Certificateholders whose CARAT 20    -SN   Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 9.01 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such CARAT 20    -SN   Notes or CARAT 20    -SN   Certificates and of any CARAT 20    -SN   Notes or CARAT 20    -SN   Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the CARAT 20    -SN   Notes or CARAT 20    -SN   Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the CARAT 20    -SN   Noteholders or the CARAT 20    -SN   Certificateholders; provided, however, that no such amendment shall:

(i) change the due date of any installment of principal of or interest on the CARAT 20    -SN   Notes, or reduce the principal amount thereof, the interest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any CARAT 20    -SN   Notes or any distribution thereon is payable, or impair the right to institute suit as provided in Article V of the CARAT Indenture for the enforcement of the provisions of the CARAT Indenture requiring the application of funds available therefor to the payment of any such amount due on the CARAT 20    -SN  Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); or

(ii) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all CARAT 20    -SN   Notes and CARAT 20    -SN   Certificates then outstanding.

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(c) Prior to the execution of any such amendment or consent, and if any of the Rated Notes are outstanding, the Trust Administrator shall furnish written notification of the substance of such amendment or consent to the Rating Agencies.

(d) Promptly after the execution of any such amendment or consent, the CARAT Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Financial Party.

(e) It shall not be necessary for the consent of the CARAT 20    -SN   Noteholders or the CARAT 20    -SN   Certificateholders pursuant to Section 9.01(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 the CARAT 20    -SN   Noteholders or the CARAT 20    -SN   Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by the CARAT 20    -SN   Noteholders and the CARAT 20    -SN   Certificateholders shall be subject to such reasonable requirements as the CARAT Indenture Trustee or the CARAT Owner Trustee may prescribe, including the establishment of record dates pursuant to paragraph number 2 of the Note Depository Agreement.

(f) Prior to the execution of any amendment to this Agreement, the CARAT Indenture Trustee and the CARAT Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Section 9.01 and the Opinion of Counsel referred to in Section 9.02(j). The CARAT Indenture Trustee and the CARAT Owner Trustee, may, but shall not be obligated to, enter into any such amendment which affects such trustee’s own rights, duties or immunities under this Agreement or otherwise.

(g) Each of Ally Financial and the Depositor agrees that such Person shall not amend or agree to any amendment of the Pooling and Administration Agreement unless such amendment would be permissible under the terms of this Section 9.01 as if this Section 9.01 were contained in the Pooling and Administration Agreement.

Section 9.02. Protection of Title to Trust.

(a) The Depositor or the Trust Administrator or both shall authorize and/or execute, as applicable, and file such financing statements and cause to be authorized and/or 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 the CARAT 20    -SN   Noteholders, the CARAT 20    -SN   Certificateholders, the CARAT Indenture Trustee and the CARAT Owner Trustee under this Agreement and the Second Step Secured Notes Assignment in the Second Step Purchased Property and in the proceeds thereof. The Depositor or the Trust Administrator or both shall deliver (or cause to be delivered) to the CARAT Indenture Trustee and the CARAT Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

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(b) Neither the Depositor nor the Trust Administrator shall change its state of organization or its name, identity or organizational structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 9.02(a) above seriously misleading within the meaning of the UCC, unless it shall have given the CARAT Indenture Trustee and the CARAT Owner Trustee at least 60 days prior written notice thereof.

(c) Each of the Depositor and the Trust Administrator shall give the CARAT Indenture Trustee and the CARAT Owner Trustee at least 30 days prior written notice of any relocation of its principal executive office or change of its jurisdiction of incorporation or formation if, as a result of such relocation or change of jurisdiction, 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 Trust Administrator shall at all times maintain each office from which it administers COLT 20    -SN   Secured Notes and its principal executive office within the United States of America.

(d) The Trust Administrator shall maintain accounts and records as to each COLT 20    -SN   Secured Note accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such COLT 20    -SN   Secured Note, including payments made and payments owing (and the nature of each), and (ii) reconciliation between payments on (or with respect to) each COLT 20    -SN   Secured Note and the amounts from time to time deposited in the CARAT Collection Account and Note Distribution Account.

(e) The Trust Administrator shall maintain its computer systems so that, from and after the time of sale under this Agreement and the Second Step Secured Notes Assignment of the COLT 20    -SN   Secured Notes, the Trust Administrator’s master computer records (including any back-up archives) that refer to any COLT 20    -SN   Secured Note indicate clearly that the COLT 20    -SN   Secured Note is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a COLT 20    -SN   Secured Note shall be deleted from or modified on the Trust Administrator’s computer systems when, and only when, the COLT 20    -SN   Secured Note has been paid in full or repurchased by the Depositor or purchased by the Trust Administrator in accordance with the terms of the CARAT Basic Documents.

(f) In the event that Ally Financial 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 Ally Financial hereunder, Ally Financial shall comply fully with the obligations of Section 9.02(a).

(g) If at any time the Depositor or the Trust Administrator proposes to sell, grant a security interest in, or otherwise transfer any interest in secured notes to any prospective purchaser, lender or other transferee, the Trust Administrator and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any COLT 20    -SN   Secured Note, indicate clearly

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that such COLT 20    -SN   Secured Note has been sold and is owned by the Issuing Entity unless such COLT 20    -SN   Secured Note has been paid in full or repurchased by the Depositor or purchased by the Trust Administrator.

(h) The Trust Administrator shall permit the CARAT Indenture Trustee and the CARAT Owner Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Trust Administrator’s records regarding any CARAT 20    -SN   Notes then or previously included in the Owner Trust Estate.

(i) The Trust Administrator shall furnish to the CARAT Indenture Trustee and the CARAT Owner Trustee at any time upon request a list of all COLT 20    -SN   Secured Notes then held as part of the Trust, together with a reconciliation of such list to the Schedule of Secured Notes and to each of the Trust Administrator’s Accountings furnished before such request indicating removal of COLT 20    -SN   Secured Notes from the Trust. Upon request, the Trust Administrator shall furnish a copy of any such list to the Seller. The CARAT Indenture Trustee, the CARAT Owner Trustee and the Seller shall hold any such list and the Schedule of Secured Notes for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03.

(j) The Trust Administrator shall deliver to the CARAT Indenture Trustee and the CARAT Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the CARAT Indenture Trustee and the CARAT Owner Trustee in the COLT 20    -SN   Secured Notes, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest.

(k) To the extent required by law, the Depositor shall cause the CARAT 20    -SN   Notes and the CARAT 20    -SN   Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Section 9.03. Notices. All demands, notices and communications upon or to the Depositor, the Trust Administrator, the CARAT Indenture Trustee, the Issuing Entity, the CARAT Owner Trustee, or the Rating Agencies under this Agreement shall be delivered in writing as specified in Appendix B hereto.

Section 9.04. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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Section 9.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the CARAT 20    -SN   Certificates, the CARAT 20    -SN   Notes or the rights of the holders thereof.

Section 9.06. Assignment. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may not be assigned by the Depositor without the prior written consent of CARAT 20    -SN   Noteholders whose CARAT 20    -SN   Notes evidence not less than 66% of the Outstanding Amount of the CARAT 20    -SN   Notes as of the close of the preceding Distribution Date of CARAT 20    -SN   Certificateholders whose CARAT 20    -SN   Certificates evidence not less than 66% of the Voting Interests as of the close of the preceding Distribution Date. The Depositor shall provide notice of any such assignment to the Rating Agencies (if any Rated Notes are outstanding) in connection with soliciting such written consent; provided, however, this Agreement may be assigned by the Depositor without the consent of any other entity to (i) a corporation, limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to the Depositor or (ii) more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors or by Ally Financial or (iii) more than 15% of the voting interests of which is owned directly or indirectly by General Motors and Cerberus Capital Management, L.P., in the aggregate, provided that such entity executes an agreement of assumption as provided in Section 6.02 hereof. If any Rated Notes are outstanding, the Depositor shall provide notice of any such assignment to the Rating Agencies.

Section 9.07. Third-Party Beneficiaries. This Agreement and the Second Step Secured Notes Assignment and any officer’s certificates delivered in connection therewith shall inure to the benefit of and be binding upon the parties hereto and, to the extent expressly provided herein, the CARAT 20    -SN   Noteholders, the CARAT 20    -SN   Certificateholders, the Swap Counterparty, the CARAT Indenture Trustee, the CARAT Owner Trustee and their respective successors and permitted assigns. The Swap Counterparty shall be a third party beneficiary to this Agreement only to the extent that it has any rights specified herein or rights with respect to this Agreement specified under the Swap Counterparty Rights Agreement. Except as otherwise provided in Section 4.08, Section 6.01, the Swap Counterparty Rights Agreement or this Article IX, no other Person shall have any right or obligation hereunder.

Section 9.08. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 9.09. Headings and Cross-References. The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.

Section 9.10. Assignment to CARAT Indenture Trustee. The Depositor hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuing Entity pursuant to the CARAT Indenture for the benefit of the CARAT 20    -SN   Noteholders and (only to the extent expressly provided in the CARAT Indenture) the CARAT

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20__-SN_ Certificateholders of all right, title and interest of the Issuing Entity in, to and under the COLT 20__-SN_ Secured Notes and/or the assignment of any or all of the Issuing Entity’s rights and obligations hereunder to the CARAT Indenture Trustee.

Section 9.11. No Petition Covenants. Notwithstanding any prior termination of this Agreement, the Trust Administrator and the Depositor shall not, prior to the date which is one year and one day after the final distribution with respect to the CARAT 20__-SN_ Notes and the CARAT 20__-SN_ Certificates to the Note Distribution Account or the Certificate Distribution Account, as applicable, acquiesce, petition or otherwise invoke or cause the Issuing Entity or COLT to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity or 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 the Issuing Entity or COLT or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity.

Section 9.12. Limitation of Liability of CARAT Indenture Trustee and CARAT Owner Trustee.

(a) Notwithstanding anything contained herein to the contrary, this Agreement has been acknowledged and accepted by[                    ], not in its individual capacity but solely as CARAT Indenture Trustee and in no event shall [                    ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the CARAT Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the CARAT Indenture.

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed by Deutsche Bank Trust Company Delaware not in its individual capacity but solely in its capacity as CARAT Owner Trustee of the Issuing Entity and in no event shall Deutsche Bank Trust Company Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as CARAT Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the CARAT Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement.

Section 9.13. Tax Treatment. The Trust Administrator covenants that for all tax purposes the Trust Administrator shall regard and treat the CARAT 20__-SN_ Notes and the CARAT 20__-SN_ Certificates in a manner consistent with the agreements (i) among the

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Depositor, the CARAT Owner Trustee and the CARAT 20__-SN_ Certificateholders in Section 2.11 of the Trust Agreement and (ii) among the Depositor, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders in Section 2.14 of the CARAT Indenture.

Section 9.14. Furnishing Documents. The CARAT Indenture Trustee shall furnish to CARAT 20__-SN_ Noteholders, promptly upon receipt of a written request therefor, copies of the Pooling and Administration Agreement, the Trust Agreement, the CARAT Indenture and this Agreement.

Section 9.15. Information to Be Provided by the CARAT Indenture Trustee.

(a) The CARAT Indenture Trustee agrees to cooperate in good faith with any reasonable request by COLT or the Depositor for information regarding the CARAT Indenture Trustee that is required in order to enable the Depositor to comply with the provisions of Items 1117, 1119 and 1122 of Regulation AB as it relates to the CARAT Indenture Trustee or to the CARAT Indenture Trustee’s obligations under this Agreement and the CARAT Indenture.

(b) Except to the extent disclosed by the CARAT Indenture Trustee pursuant to Section 9.15(c) or (d) below, the CARAT Indenture Trustee shall be deemed to have represented to COLT and the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that, to the best of its knowledge, there were no legal or governmental proceedings pending (or known to be contemplated) against [                    ] or any property of [                    ] that would be material to any CARAT 20__-SN_ Noteholder or, to the extent that the CARAT 20__-SN_ Certificates are registered under the Securities Act for public sale, any holder of such CARAT 20__-SN_ Certificates.

(c) The CARAT Indenture Trustee shall, as promptly as practicable following notice to or discovery by the CARAT Indenture Trustee of any changes to any information regarding the CARAT Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to COLT and the Depositor, in writing, such updated information.

(d) The CARAT Indenture Trustee shall deliver to COLT and the Depositor on or before March 15 of each year, beginning with March 15, 20__, a report of a representative of the CARAT Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the CARAT Indenture Trustee, that except to the extent otherwise disclosed in writing to COLT and the Depositor, to the best of his or her knowledge, there were no legal or governmental proceedings pending (or known to be contemplated) against [                    ] or any property of [                    ] that would be material to any CARAT 20__-SN_ Noteholder or, to the extent that the CARAT 20__-SN_ Certificates are registered under the Securities Act for public sale, any holder of such CARAT 20__-SN_ Certificates.

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(e) The CARAT Indenture Trustee shall deliver to COLT and the Depositor on or before March 15 of each year, beginning with March 15, 20__, a report of a representative of the CARAT Indenture Trustee with respect to the immediately preceding calendar year providing to COLT and the Depositor such information regarding the CARAT Indenture Trustee as is required for the purpose of compliance with Item 1119 of Regulation AB. Such information shall include, at a minimum a description of any affiliation between the CARAT Indenture Trustee and any of the following parties to the CARAT 20__-SN_ securitization transaction, as such parties are identified to the CARAT Indenture Trustee by COLT and the Depositor in writing in advance of the CARAT 20__-SN_ securitization transaction:

(i) the Depositor;

(ii) GMAC;

(iii) the Issuing Entity;

(iv) COLT;

(v) COLT LLC;

(vi) the Servicer;

(vii) the Trust Administrator;

(viii) the CARAT Owner Trustee;

(ix) the COLT Indenture Trustee;

(x) the COLT Owner Trustee;

(xi) the Swap Counterparty; and

(xii) any other material transaction party

In connection with its report regarding the parties listed in clauses (i) and (xii) above, the CARAT Indenture Trustee shall include a description of whether there is, and if so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from this securitization transaction, between the CARAT Indenture Trustee and any of the parties listed above that currently exists or that existed during the two calendar years immediately preceding the date of such report and that is material to an investor’s understanding of the asset backed securities issued in the CARAT 20__-SN_ securitization transaction.

Section 9.16. Independence of the Trust Administrator. For all purposes of this Agreement, the Trust Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuing Entity or the CARAT Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuing Entity, the Trust Administrator shall have no authority to act for or represent the Issuing Entity or the CARAT Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuing Entity or the CARAT Owner Trustee.

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Section 9.17. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Trust Administrator and either of the Issuing Entity or the CARAT Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

Section 9.18. Other Activities of Trust Administrator. Nothing herein shall prevent the Trust Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuing Entity, the CARAT Owner Trustee or the CARAT Indenture Trustee.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_

By: [                    ], not in its individual

capacity but solely as CARAT Owner

Trustee on behalf of the Trust,

By:

Name:

Title:

CAPITAL AUTO RECEIVABLES LLC, Depositor

By:

Name:

Title:

ALLY FINANCIAL INC.

By:

Name:

Title:

Acknowledged and Accepted, and, with respect to Section 9.15, Agreed to by: [                    ] not in its individual capacity but solely as CARAT Indenture Trustee,

By:

Name:

Title:

S-1

EXHIBIT A

SCHEDULE OF SECURED NOTES

The Schedule of Secured Notes is

on file at the offices of:

1. The CARAT Indenture Trustee

2. The CARAT Owner Trustee

3. The COLT Indenture Trustee

4. The COLT Owner Trustee

5. Ally Financial Inc.

6. Capital Auto Receivables LLC

A-1

EXHIBIT B

FORM OF SECOND STEP SECURED NOTES ASSIGNMENT

PURSUANT TO TRUST SALE AND ADMINISTRATION AGREEMENT

For value received in accordance with and subject to the Trust Sale and Administration Agreement, dated as of [            ], 2010 (the “Trust Sale and Administration Agreement”), by and among Ally Financial Inc., a Delaware limited liability company and in its capacity as Trust Administrator under the Pooling and Administration Agreement described below (the “Trust Administrator”), Capital Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), and Capital Auto Receivables Asset Trust 2010-SN1, a Delaware statutory trust (the “Issuing Entity”), the Depositor hereby irrevocably sells, transfers, assigns and otherwise conveys to the Issuing Entity, with recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following:

(a) all right, title and interest of the Depositor in, to and under the COLT 20__-SN_ Secured Notes and all monies due thereunder on and after the Series 20__-SN_ Closing Date;

(b) all right, title and interest of the Depositor in, to and under the Pooling and Administration Agreement and the First Step Secured Notes Assignment (including the right of the Depositor to cause Ally Financial to repurchase COLT 20__-SN_ Secured Notes under certain circumstances) and the rights of the Depositor under the VAULT Security Agreement; and

(d) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (clauses (a) through (c) collectively, the “Second Step Purchased Property”).

It is the intention of the Depositor and the Issuing Entity that the transfer and assignments contemplated by this Second Step Secured Notes Assignment shall constitute a sale of the COLT 20__-SN_ Secured Notes and the other Second Step Purchased Property from the Depositor to the Issuing Entity and the beneficial interest in and title to the COLT 20__-SN_ Secured Notes and the other Second Step Purchased Property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law.

The foregoing sale does not constitute and is not intended to result in any assumption by the Issuing Entity of any obligation of Ally Financial or the Depositor to the Lessees, Dealers, insurers or any other Person in connection with the COLT 20__-SN_ Secured Notes, Series 20__-SN_ Lease Assets, any Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them.

B-1

The Depositor hereby represents that as of the Series 20__-SN_ Closing Date, the Initial Aggregate Secured Note Principal Balance was $ and acknowledges that in consideration of such COLT 20__-SN_ Secured Notes, the Trust has delivered to or upon the order of the Depositor the CARAT 20__-SN_ Notes and CARAT 20__-SN_ Certificates.

THIS SECOND STEP SECURED NOTES ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

This Second Step Secured Notes Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the Depositor contained in the Trust Sale and Administration Agreement (including the Officer’s Certificate of the Depositor accompanying this Second Step Secured Notes Assignment) and is to be governed in all respects by the Trust Sale and Administration Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Trust Sale and Administration Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the date first above written.

CAPITAL AUTO RECEIVABLES LLC., as Depositor

By:

Name:

Title:

B-2

EXHIBIT C

PERFECTION REPRESENTATIONS

1. While it is the intention of Ally Financial and the Depositor that the transfer and assignment contemplated by the Pooling and Administration Agreement and the First Step Secured Notes Assignment shall constitute the sale of the COLT 20__-SN_ Secured Notes and the other First Step Second Step Purchased Property from Ally Financial to the Depositor and that the transfer and assignment contemplated by the Trust Sale and Administration Agreement shall constitute the sale of the COLT 20__-SN_ Secured Notes and the other Second Step Second Step Purchased Property from the Depositor to the Issuing Entity, the Pooling and Administration Agreement, the Trust Sale and Administration Agreement and the CARAT Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property and Second Step Purchased Property in favor of the Depositor, the Trust and the CARAT Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from Ally Financial, the Depositor and the issuing entity, respectively.

2. All steps necessary to perfect the Depositor’s security interest against the account debtors in the property securing the COLT 20__-SN_ Secured Notes that constitute chattel paper will have been taken within ten days of the Series 20__-SN_ Closing Date.

3. Prior to the sale of the COLT 20__-SN_ Secured Notes to the Issuing Entity under this Agreement, the COLT 20__-SN_ Secured Notes constitute “chattel paper,” “payment intangibles,” “instruments,” “certificated securities” or “uncertificated securities” within the meaning of the applicable UCC.

4. The Depositor owns and has good and marketable title to the COLT 20__-SN_ Secured Notes and the other Second Step Purchased Property free and clear of any Lien, claim or encumbrance of any Person.

5. The Depositor has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property granted to the Depositor under the Pooling and Administration Agreement, in the COLT 20__-SN_ Secured Notes and the other Second Step Purchased Property granted to the Issuing Entity under the Trust Sale and Administration Agreement and in the Collateral granted to the CARAT Indenture Trustee under the CARAT Indenture.

6. Other than the security interest granted to the Depositor pursuant to the CARAT Basic Documents, the Issuing Entity under the Trust Sale and Administration Agreement and the CARAT Indenture Trustee under the CARAT Indenture, none of Ally Financial, the Depositor or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the COLT 20__-SN_ Secured Notes and the other First Step Purchased Property or Second Step Purchased Property, as applicable. None of Ally Financial, the Depositor or the Issuing Entity has authorized the filing of, or is aware of, any financing statements against Ally Financial, the Depositor or the Issuing Entity that include a description of collateral covering any

Exh. C-1

of the COLT _-_ Secured Notes and the other First Step Purchased Property or Second Step Purchased Property, as applicable, other than the financing statements relating to the security interests granted to the Depositor, the Issuing Entity and the CARAT Indenture Trustee under the CARAT Basic Documents or any financing statement that has been terminated. None of Ally Financial, the Depositor or the Issuing Entity is aware of any judgment or tax lien filings or lien filings by the Pension Benefit Guaranty Corporation against Ally Financial, the Depositor or the Issuing Entity.

Exhibit C-2

APPENDIX A

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_

PART I - DEFINITIONS

All terms defined in this Appendix shall have the defined meanings when used in the CARAT Basic Documents, unless otherwise defined therein.

Account Holder: A bank or trust company whose short-term unsecured debt obligations have the Required Deposit Rating that holds one or more of the Designated Accounts.

Act: An Act as specified in Section 11.3(a) of the CARAT Indenture.

Administration Fee: With respect to a Distribution Date, the basic fee payable to the Trust Administrator for administration services rendered during the related Monthly Period, which shall be equal to one-twelfth (1/12th) of the Administration Fee Rate multiplied by the Aggregate Secured Note Principal Balance of all COLT 20__-SN_ Secured Notes held by the Trust as of the opening of business on the first day of such Monthly Period (or, for the first Distribution Date, the Administration Fee Rate multiplied by a fraction, the numerator of which is      and the denominator of which is 360, multiplied by the Aggregate Secured Note Principal Balance as of the Series 20__-SN_ Closing Date).

Administration Fee Rate: __% per annum.

Administrative Purchase Payment: with respect to an Administrative Secured Note, an amount equal to the Secured Note Principal Balance, plus accrued interest calculated at the COLT 20__-SN_ Secured Note Rate, determined as of the close of business on the last day of the Monthly Period prior to the Monthly Period as of which the Trust Administrator is required to (or, if earlier, elects to) purchase such Administrative Secured Note.

Administrative Secured Note: A COLT 20__-SN_ Secured Note which the Trust Administrator is required to purchase pursuant to Section 3.04 of the Pooling and Administration Agreement.

Affiliate: With respect to any specified Person, any other Person controlling, controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Agency Office: The office of the Issuing Entity maintained pursuant to Section 3.2 of the CARAT Indenture.

Aggregate ABS Value: As defined in Exhibit A to the COLT Servicing Agreement.

Aggregate Class Interest Distributable Amounts: The Aggregate Class A Interest Distributable Amount, the Aggregate Class B Interest Distributable Amount and the Aggregate Class C Interest Distributable Amount, as the context requires.

Appendix A-1

Aggregate Class A Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the aggregate of the Note Class Interest Distributable Amount for each class of the Class A Notes as of such Distribution Date and (ii) the Class A Interest Carryover Shortfall as of the close of business on the preceding Distribution Date.

Aggregate Class B Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the Note Class Interest Distributable Amount for the Class B Notes as of such Distribution Date and (ii) the Class B Interest Carryover Shortfall as of the close of business on the preceding Distribution Date.

Aggregate Class C Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the Note Class Interest Distributable Amount for the Class C Notes as of such Distribution Date and (ii) the Class C Interest Carryover Shortfall as of the close of business on the preceding Distribution Date.

Aggregate Initial ABS Value: As defined in Exhibit A of the COLT Servicing Agreement.

Aggregate Noteholders’ Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the Aggregate Class A Interest Distributable Amount as of such Distribution Date, (ii) the Aggregate Class B Interest Distributable Amount as of such Distribution Date, and (iii) the Aggregate Class C Interest Distributable Amount as of such Distribution Date.

Aggregate Noteholders’ Principal Distributable Amount: With respect to any Distribution Date, the sum of (i) the Noteholders’ Regular Principal Distributable Amount as of such Distribution Date and (ii) the Aggregate Noteholders’ Priority Principal Distributable Amount as of such Distribution Date.

Aggregate Noteholders’ Priority Principal Distributable Amount: With respect to any Distribution Date, the sum of (i) the First Priority Principal Distributable Amount and (ii) the Second Priority Principal Distributable Amount, each as of such Distribution Date.

Aggregate Note Principal Balance: With respect to the close of business on a Distribution Date, the sum of the Note Principal Balances for all classes of CARAT 20__-SN_ Notes.

Aggregate Overcollateralization Amount: $        , which is the excess of the Aggregate Initial ABS Value over the sum of the initial Note Principal Balance of all of the CARAT 20__-SN   Notes as of the Series 20__-SN   Closing Date.

Aggregate Residual Losses: As defined in Exhibit A to the COLT Servicing Agreement.

Aggregate Secured Note Principal Balance: As defined in Exhibit A to the COLT Servicing Agreement.

Ally Financial: Ally Financial Inc., a Delaware corporation (or (i) with reference to events before July 20, 2006, General Motors Acceptance Corporation, the predecessor of GMAC LLC, (ii) with reference to events after July 20, 2006 and before June 2009, GMAC LLC, the predecessor GMAC Inc. and (iii) with reference to events after June 2009 and before May 10, 2010, GMAC Inc., the predecessor of Ally Financial Inc.).

Appendix A-2

Ally Financial Interest Rate Swap: Each interest rate swap agreement, including the schedule and confirmation related thereto, between Ally Financial and the Swap Counterparty in effect on the Series 20__-SN_ Closing Date, as the same may be amended, supplemented, renewed, extended or replaced from time to time.

Annual Statement of Compliance: The Officer’s Certificate required to be delivered by the Issuing Entity, pursuant to Section 3.9 of the CARAT Indenture or the officer’s certificate required to be delivered by the Trust Administrator pursuant to Section 4.01(a) of the Trust Sale and Administration Agreement, as applicable.

Applicable CARAT Trustee: So long as the Aggregate Note Principal Balance is greater than zero and the CARAT Indenture has not been discharged in accordance with its terms, the CARAT Indenture Trustee, and thereafter, the CARAT Owner Trustee.

Authorized Officer: With respect to the Issuing Entity, any officer or agent acting under power of attorney of the CARAT Owner Trustee who is authorized to act for the CARAT Owner Trustee in matters relating to the Issuing Entity and who is identified on the list of Authorized Officers delivered by the CARAT Owner Trustee to the CARAT Indenture Trustee on the Series 20__-SN_ Closing Date (as such list may be modified or supplemented from time to time thereafter) or the power of attorney and, so long as the Trust Sale and Administration Agreement is in effect, any officer of the Trust Administrator who is authorized to act for the Trust Administrator in matters relating to the Issuing Entity and to be acted upon by the Trust Administrator pursuant to the Trust Sale and Administration Agreement and who is identified on the list of Authorized Officers delivered by the Trust Administrator to the CARAT Indenture Trustee on the Series 20__-SN_ Closing Date (as such list may be modified or supplemented from time to time thereafter).

Bankruptcy Code: Title 11 of the United States Code, as the same may be amended from time to time.

Basic Servicing Fee: As defined in Exhibit A to the COLT Servicing Agreement.

Basic Servicing Fee Rate:     % per annum.

Benefit Plan: As defined in Exhibit A to the COLT Servicing Agreement.

Book-Entry Notes: A beneficial interest in the CARAT 20__-SN_ Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10 of the CARAT Indenture.

Business Day: Any day other than a Saturday, a Sunday or any other day on which banks in Wilmington Delaware; New York, New York; Detroit, Michigan or Chicago, Illinois may, or are required to, remain closed.

Appendix A-3

CARAT 20__-SN_ Certificate: Any one of the CARAT 20__-SN_ Asset Backed Certificates executed by the Trust and authenticated by the CARAT Owner Trustee in substantially the form set forth in Exhibit A to the Trust Agreement.

CARAT 20__-SN_ Certificate of Trust: The certificate of trust of the Issuing Entity substantially in the form of Exhibit B to the Trust Agreement filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Act.

CARAT 20__-SN_ Certificateholder: A Person in whose name a CARAT 20__-SN_ Certificate is registered pursuant to the terms of the Trust Agreement.

CARAT 20__-SN_ Certificate Owner: If the CARAT 20__-SN_ Certificate is delivered as a book-entry certificate pursuant to Section 3.4(c) of the Trust Agreement, the Person who is the beneficial owner of such book-entry certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

CARAT 20__-SN_ Noteholders: Holders of record of the CARAT 20__-SN_ Notes pursuant to the CARAT Indenture and with respect to any class of CARAT 20__-SN_ Notes, holders of record of such class of CARAT 20__-SN_ Notes pursuant to the CARAT Indenture.

CARAT 20__-SN_ Notes: The Class A Notes, the Class B Notes, and the Class C Notes issued by the Trust pursuant to the CARAT Indenture.

CARAT Basic Documents: The CARAT 20__-SN_ Certificate of Trust, the Trust Agreement, the Pooling and Administration Agreement (including the First Step Secured Notes Assignment), the Trust Sale and Administration Agreement (including the Second Step Secured Notes Assignment), the Triparty Agreement, the CARAT Indenture, any Interest Rate Swap, the Swap Counterparty Rights Agreement, the Note Depository Agreement, the CARAT 20__-SN_ Notes and the CARAT 20__-SN_ Certificates.

CARAT Collection Account: The account designated as such, established and maintained pursuant to Section 5.01(a)(i) of the Trust Sale and Administration Agreement.

CARAT Event of Default: An event described in Section 5.1 of the CARAT Indenture.

CARAT Event of Default Proceeds: As defined in Section 8.01(b) of the Trust Sale and Administration Agreement.

CARAT Event of Default Sale: As defined in Section 8.01(b) of the Trust Sale and Administration Agreement.

CARAT Event of Default Sale Notice: As defined in Section 5.4(a)(iv) of the CARAT Indenture.

Appendix A-4

CARAT Indenture: The CARAT Indenture, dated as of the Series 20__-SN_ Closing Date, between the Issuing Entity and the CARAT Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

CARAT Indenture Trustee:             , not in its individual capacity but solely as trustee under the CARAT Indenture, or any successor trustee under the CARAT Indenture.

CARAT Owner Trust Estate: All right, title and interest of the Trust in and to the property and rights assigned to the Trust pursuant to Article II of the Trust Sale and Administration Agreement, all funds on deposit from time to time in the CARAT Collection Account and the Certificate Distribution Account and all other property of the Trust from time to time, including any rights of the CARAT Owner Trustee and the Trust pursuant to the Trust Sale and Administration Agreement.

CARAT Owner Trustee:             , not in its individual capacity but solely as trustee, or any successor trustee under the Trust Agreement.

CARAT Trust Estate: All money, instruments, rights and other property that are subject or intended to be subject to the Lien of the CARAT Indenture for the benefit of the Secured Parties (including all property and interests Granted to the CARAT Indenture Trustee), including all proceeds thereof, pledged to the CARAT Indenture Trustee pursuant to the CARAT Indenture.

CARI: Capital Auto Receivables LLC, a Delaware limited liability company formerly known as Capital Auto Receivables, Inc..

Certificate Distribution Account: The account, if applicable, designated as such, established and maintained pursuant to Section 5.1(a) of the Trust Agreement.

Certificate of Trust: The certificate of trust of the Trust substantially in the form of Exhibit B to the Trust Agreement filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Act.

Certificate Register: The register of CARAT 20__-SN_ Certificates specified in Section 3.4 of the Trust Agreement.

Certificate Registrar: The registrar at any time of the Certificate Register, appointed pursuant to Section 3.4(a) of the Trust Agreement.

Certificateholder: A Person in whose name a CARAT 20__-SN_ Certificate is registered pursuant to the terms of the Trust Agreement.

Class A Interest Carryover Shortfall: With respect to any Distribution Date, as of the close of business on such Distribution Date, the excess of (i) the Aggregate Class A Interest Distributable Amount for such Distribution Date over (ii) the amount that was actually deposited in the Note Distribution Account on such Distribution Date in respect of interest for the Class A Notes.

Appendix A-5

Class A Notes: Collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

Class A-1 Notes: The [    ]% Asset Backed Notes, Class A-1 in the initial aggregate principal balance of $         issued pursuant to the CARAT Indenture.

Class A-2 Notes: Collectively, the Class A-2a Notes, the Class A-2b Notes and the Class A-2c Notes.

Class A-2a Notes: The [    ]% Asset Backed Notes, Class A-2a in the initial aggregate principal balance of $         issued pursuant to the CARAT Indenture.

Class A-2b Notes: The [Floating Rate] Asset Backed Notes, Class A-2b in the initial aggregate principal balance of $         issued pursuant to the CARAT Indenture.

Class A-2c Notes: The [Floating Rate] Asset Backed Notes, Class A-2c in the initial aggregate principal balance of $         issued pursuant to the CARAT Indenture.

Class A-3 Notes: Collectively, the Class A-3a Notes, the Class A-3b Notes and the Class A-3c Notes.

Class A-3a Notes: The [    ]% Asset Backed Notes, Class A-3a in the initial aggregate principal balance of $         issued pursuant to the CARAT Indenture.

Class A-3b Notes: The [Floating Rate] Asset Backed Notes, Class A-3b in the initial aggregate principal balance of $         issued pursuant to the CARAT Indenture.

Class A-3c Notes: The [Floating Rate] Asset Backed Notes, Class A-3c in the initial aggregate principal balance of $         issued pursuant to the CARAT Indenture.

Class A-4 Notes: The [Floating Rate] Asset Backed Notes, Class A-4 in the initial aggregate principal balance of $         issued pursuant to the CARAT Indenture.

Class B Interest Carryover Shortfall: With respect to any Distribution Date, as of the close of business on such Distribution Date, the excess of (i) the Aggregate Class B Interest Distributable Amount for such Distribution Date over (ii) the amount that was actually deposited in the Note Distribution Account on such current Distribution Date in respect of interest for the Class B Notes.

Class B Notes: Collectively, the Class B-1 Notes and the Class B-2 Notes.

Class B-1 Notes: The [    ]% Asset Backed Notes, Class B-1 in the initial aggregate principal balance of $         issued pursuant to the CARAT Indenture.

Class B-2 Notes: The [Floating Rate] Asset Backed Notes, Class B-2 in the initial aggregate principal balance of $         issued pursuant to the CARAT Indenture.

Appendix A-6

Class C Interest Carryover Shortfall: With respect to any Distribution Date, as of the close of business on such Distribution Date, the excess of (i) the Aggregate Class C Interest Distributable Amount for such Distribution Date over (ii) the amount that was actually deposited in the Note Distribution Account on such current Distribution Date in respect of interest for the Class C Notes.

Class C Notes: The [Floating Rate] Asset Backed Notes, Class C in the initial aggregate principal balance of $         issued pursuant to the CARAT Indenture.

Clearing Agency: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall be The Depository Trust Company.

Clearing Agency Participant: A securities broker, dealer, bank, trust company, clearing corporation or other financial institution or other Person for whom from time to time a Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency.

Clearstream: Clearstream Bank, société anonyme (formerly known as Cedelbank), a corporation organized under the laws of the Duchy of Luxembourg.

Code: The Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated thereunder.

Collateral: The collateral specified in the Granting Clause of the CARAT Indenture.

COLT: The trust created on December 13, 2006 by the Declaration of Trust known as the “Central Originating Lease Trust,” “COLT” or “C.O.L. Trust,” a Delaware statutory trust.

COLT 20    - _ Basic Documents: As defined in Exhibit A to the COLT Servicing Agreement.

COLT 20__-SN_ Secured Note Rate: With respect to each COLT 20__-SN_ Secured Note, the interest rate set forth on that COLT 20__-SN_ Secured Note.

COLT 20__-SN_ Secured Notes: The COLT 20__-SN   Secured Notes issued by COLT and listed on the Schedule of Secured Notes.

COLT 20__-SN_ Trust Estate: As defined in Exhibit A to the COLT Servicing Agreement.

COLT Indenture: The COLT 20__-SN_ Indenture, dated as of the Series 20__-SN_ Closing Date, between COLT and the COLT Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

COLT Indenture Trustee:             , or any successor thereto under the COLT Indenture.

COLT Owner Trustee: [Deutsche Bank Trust Company Delaware, a Delaware banking corporation], not in its individual capacity but solely as trustee, or any successor thereto.

Appendix A-7

COLT Pull Ahead Funding Agreement: As defined in Exhibit A of the COLT Servicing Agreement.

COLT Sale and Contribution Agreement: The COLT 20__-SN_ Sale and Contribution Agreement, dated as of the Series 20__-SN_ Closing Date, between COLT and Ally Financial, as the Depositor, as the same may be amended, supplemented or otherwise modified from time to time.

COLT Servicing Agreement: The COLT 20__-SN_ Servicing Agreement, dated as of the Series 20__-SN_ Closing Date, between COLT and Ally Financial, as Servicer, as the same may be amended, supplemented or otherwise modified from time to time.

Commission: The Securities and Exchange Commission.

Contingent Interest Rate Swap: Each interest rate swap agreement, including the schedule and confirmation related thereto, between Ally Financial and the Trust, as executed and delivered on the Series 20__-SN_ Closing Date, as the same may become effective as provided in the Triparty Agreement or be amended, supplemented, renewed, extended or replaced from time to time.

Controlling Class: Shall be (a) so long as the Class A Notes are outstanding, the Class A Notes, (b) if the Class A Notes are no longer outstanding but the Class B Notes are outstanding, the Class B Notes and (c) if the Class A Notes and the Class B Notes are no longer outstanding but the Class C Notes are outstanding, the Class C Notes.

Corporate Trust Office: With respect to the CARAT Indenture Trustee or the CARAT Owner Trustee, the principal office at which at any particular time the corporate trust business of the CARAT Indenture Trustee or CARAT Owner Trustee, respectively, shall be administered, which offices at the Series 20__-SN_ Closing Date are located, in the case of the CARAT Indenture Trustee, at             ,             ,             ,             ,             , Attn:             —Capital Auto Receivables Asset Trust 20__-SN_, and in the case of the CARAT Owner Trustee, at             ,             ,             ,             ,             , Attn:             .

Cutoff Date: As defined in Exhibit A to the COLT Servicing Agreement.

Dealer: As defined in Exhibit I to the Declaration.

Dealer Agreement: An existing agreement between Ally Financial and a Dealer with respect to a Series 20__-SN_ Lease Asset.

Declaration of Trust or Declaration: The Declaration of Trust by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, dated as of December 13, 2006, acknowledged, accepted and agreed to by Central Originating Lease, LLC and Ally Financial, as the same may be amended, supplemented or otherwise modified from time to time.

Default: Any occurrence that is, or with notice or the lapse of time or both would become, a CARAT Event of Default.

Appendix A-8

Definitive Notes: The CARAT 20__-SN_ Notes issued in the form of definitive notes pursuant to Section 2.12 or Section 2.15 of the CARAT Indenture.

Depositor: The Person executing the Trust Sale and Administration Agreement as the Depositor, or its successor in interest pursuant to Section 3.03 of the Trust Sale and Administration Agreement.

Designated Account Property: The Designated Accounts, all cash, investments, Financial Assets, securities and investment property held from time to time in any Designated Account (whether in the form of deposit accounts, Physical Property, book-entry securities, Uncertificated Securities or otherwise) and all proceeds of the foregoing but excluding all Investment Earnings thereon.

Designated Accounts: The CARAT Collection Account and the Note Distribution Account, collectively.

Determination Date: The tenth day of each calendar month, or if such tenth day is not a Business Day, the next succeeding Business Day.

Distribution Date: With respect to a Monthly Period, the 15th day of the next succeeding calendar month or, if such 15th day is not a Business Day, the next succeeding Business Day, commencing             , 20    .

Early Termination Date: As defined in each Interest Rate Swap.

Eligible Deposit Account: Either (i) a segregated account with an Eligible Institution or (ii) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade.

Eligible Institution: Either (i) the corporate trust department of the CARAT Indenture Trustee or the CARAT Owner Trustee or (ii) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), (A) which has either (1) a long-term unsecured debt rating acceptable to the Rating Agencies or (2) a short-term unsecured debt rating or certificate of deposit rating acceptable to the Rating Agencies and (B) whose deposits are insured by the FDIC.

Eligible Investments: Book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(i) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America;

Appendix A-9

(ii) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof or the District of Columbia (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby;

(iii) commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby;

(iv) investments in money market or common trust funds having a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby (including funds for which the CARAT Indenture Trustee or the CARAT Owner Trustee or any of their respective Affiliates is an investment manager or advisor, so long as such fund shall have such rating);

(v) bankers’ acceptances issued by any depository institution or trust company referred to in clause (ii) above;

(vi) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with (A) a depository institution or trust company (acting as principal) described in clause (ii) or (B) a depository institution or trust company (x) the deposits of which are insured by FDIC or (y) the counterparty for which has a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations, the collateral for which is held by a custodial bank for the benefit of the Trust or the CARAT Indenture Trustee, is marked to market daily and is maintained in an amount that exceeds the amount of such repurchase obligation, and which is required to be liquidated immediately upon the amount of such collateral being less than the amount of such repurchase obligation (unless the counterparty immediately satisfies the repurchase obligation upon being notified of such shortfall);

(vii) (solely in the case of the Reserve Account), the Class A-1 Notes;

(viii) commercial paper master notes having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations; and

(ix) any other investment permitted by each of the Rating Agencies;

Appendix A-10

in each case, unless otherwise permitted by the Rating Agencies, maturing (A) not later than the Business Day immediately preceding the next Distribution Date or (B) on such next Distribution Date if either (x) such investment is issued by the institution with which the Note Distribution Account is then maintained or (y) the CARAT Indenture Trustee (so long as the short-term unsecured debt obligations of the CARAT Indenture Trustee are rated at least P-1 by Moody’s and A-1 by S&P on the date such investment is made) shall advance funds on such Distribution Date to the Note Distribution Account in the amount payable on such investment on such Distribution Date pending receipt thereof to the extent necessary to make distributions on the CARAT 20__-SN_ Notes on such Distribution Date. If a Rating Agency that is rating the CARAT 20__-SN   Notes has failed to provide a rating for an investment, then an equivalent required deposit rating may be obtained from another nationally recognized rating agency. For purposes of the foregoing, (x) unless the CARAT Indenture Trustee objects at the time an investment is made, the CARAT Indenture Trustee shall be deemed to have agreed to make such advance with respect to such investment and (y) references herein to a rating in the highest investment category for short term unsecured debt or certificates of deposit shall mean “P-1” in the case of Moody’s and “A-1+” in the case of S&P.

Entitlement Holder: Has the meaning given such term in Section 8-102(a)(7) of the New York UCC.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

ERISA Affiliate: As defined in Exhibit A to the COLT Servicing Agreement.

Euroclear: Euroclear Bank SA/NV, Brussels office, as operator of the Euroclear system.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Exchange Date: As defined in Section 2.1(b) of the CARAT Indenture.

Executive Officer: With respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof.

Expenses: The expenses described in Section 6.9 of the Trust Agreement.

FDIC: Federal Deposit Insurance Corporation or any successor agency.

Final Scheduled Distribution Date: With respect to any CARAT 20__-SN_ Notes, the Distribution Date in the month and year set forth below opposite such CARAT 20__-SN_ Notes:

Class A-1 Notes:             ;

Class A-2 Notes:             ;

Class A-3 Notes:             ;

Appendix A-11

Class A-4 Notes:             ;

Class B Notes:             ; and

Class C Notes:             .

Financial Asset: Has the meaning given such term in Article 8 of the New York UCC. As used herein, the Financial Asset “related to” a Security Entitlement is the Financial Asset in which the entitlement holder (as defined in Article 8 of the New York UCC) holding such Security Entitlement has the rights and property interest specified in Article 8 of the New York UCC.

Financial Parties: The CARAT 20__-SN_ Noteholders, the CARAT 20__-SN_ Certificateholders and, so long as any Interest Rate Swaps are in effect, the Swap Counterparty.

First Priority Principal Distributable Amount: With respect to any Distribution Date, an amount equal to the excess, if any, of (i) the aggregate Note Principal Balance of the Class A Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes on such preceding Distribution Date) (or with respect to the first Distribution Date, on the Series 20__-SN_ Closing Date) over (ii) the Aggregate ABS Value at the close of business on the last day of the related Monthly Period.

First Step Purchased Property: As defined in Section 2.01 of the Pooling and Administration Agreement.

First Step Secured Notes Assignment: As defined in Section 2.02 of the Pooling and Administration Agreement.

Fitch: Fitch, Inc., or any successor thereto.

Fixed Rate Notes: Together, the Class A-1 Notes, the Class A-2a Notes, the Class A-3a Notes and the Class B-1 Notes.

Floating Rate Notes: Collectively, the Class A-2b Notes, the Class A-2c Notes, the Class A-3b Notes, the Class A-3c Notes, the Class A-4 Notes, the Class B-2 Notes and the Class C Notes.

Further Transfer and Administration Agreements: As defined in the recitals to the Pooling and Administration Agreement.

General Motors: General Motors LLC and its successors and assigns.

Grant: To mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon, a security interest in and right of set-off against, deposit, set over and confirm pursuant to the CARAT Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of, the

Appendix A-12

Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

Holder: The Person in whose name a CARAT 20__-SN_ Note or CARAT 20__-SN_ Certificate is registered on the Note Register or the Certificate Register, as applicable.

Indemnified Parties: The Persons specified in Section 6.9 of the Trust Agreement.

Independent: When used with respect to any specified Person, that the Person (i) is in fact independent of the Issuing Entity, any other obligor upon the CARAT 20__-SN_ Notes, the Depositor and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuing Entity, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuing Entity, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Independent Certificate: A certificate or opinion to be delivered to the CARAT Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the CARAT Indenture, made by an Independent appraiser or other expert appointed by an Issuing Entity Order and approved by the CARAT Indenture Trustee in the exercise of reasonable care, and stating that the signer has read the definition of “Independent” in the CARAT Indenture and that the signer is Independent within the meaning thereof.

Indirect Participant: A securities broker, dealer, bank, trust company or other Person that clears through or maintains a custodial relationship with a Clearing Agency Participant, either directly or indirectly.

Initial Aggregate Secured Note Principal Balance: $        .

Intercompany Advance Agreement: The CARI Intercompany Advance Agreement dated as of March 25, 2004, between CARI and Ally Financial, as amended and supplemented from time to time.

Intercompany Note: The Intercompany Note issued by CARI to Ally Financial under the Intercompany Advance Agreement.

Interest Rate: With respect to each class of CARAT 20__-SN_ Notes, the per annum rate set forth below:

Class A-1 Notes:     %

Class A-2a Notes:     %

Appendix A-13

Class A-2b Notes: LIBOR + __%

Class A-2c Notes: LIBOR + __%

Class A-3a Notes:     %

Class A-3b Notes: LIBOR + __%

Class A-3c Notes: LIBOR + __%

Class A-4 Notes: LIBOR + __%

Class B-1 Notes:     %

Class B-2 Notes: LIBOR + __%

Class C Notes: LIBOR + __%

Interest Rate Swap: Each interest rate swap agreement, including all schedules and confirmations related thereto, between the Issuing Entity and the Swap Counterparty, in effect on the Series 20__-SN_ Closing Date, as the same may be amended, supplemented, renewed, extended or replaced from time to time. From and after the date, if any, on which any Contingent Interest Rate Swaps become effective as provided in the Triparty Agreement, each shall constitute an “Interest Rate Swap” for all purposes under the CARAT Basic Documents.

Interested Parties: As defined in the recitals to the Pooling and Administration Agreement.

Investment Company Act: The Investment Company Act of 1940, as the same may be amended from time to time.

Investment Earnings: Investment earnings on funds deposited in the Designated Accounts and the Certificate Distribution Account, net of losses and investment expenses.

Issuing Entity Order: A written order signed in the name of the Issuing Entity by any one of its Authorized Officers and delivered to the CARAT Indenture Trustee.

Issuing Entity Request: A written request signed in the name of the Issuing Entity by any one of its Authorized Officers and delivered to the CARAT Indenture Trustee.

Issuing Entity: The party named as such in the Trust Sale and Administration Agreement and in the CARAT Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the CARAT 20__-SN_ Notes.

Lease: Any automobile and light truck lease sold, assigned, transferred or conveyed to COLT, including all other agreements related thereto and all rights and obligations thereunder.

Lease Asset: A Lease and the Vehicle related thereto.

Appendix A-14

Lessee: With respect to any Series 20__-SN_ Lease Asset, the lessee or the co-lessees of the Vehicle and any guarantor of the Lease comprising such Lease Asset.

LIBOR: With respect to the initial Distribution Date,     %; with respect to each Distribution Date other than the initial Distribution Date, the rate for deposits in U.S. Dollars for a period of one month which appears on Telerate Service Page 3750 as of 11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the preceding Distribution Date. If such rate does not appear on that date on Telerate Service Page 3750 (or any other page as may replace that page on that service, or if that service is no longer offered, any other service for displaying LIBOR or comparable rates as may be selected by the CARAT Indenture Trustee after consultation with the Depositor), then LIBOR will be the Reference Bank Rate.

LIBOR Business Day: Any day other than a Saturday, Sunday or any other day on which banks in London are required or authorized to be closed.

Lien: Any security interest, lien, charge, pledge, equity, encumbrance or adverse claim of any kind other than tax liens, mechanics’ liens and any liens that attach by operation of law.

Materiality Opinion: A written opinion of                 ,                              or another nationally recognized law firm experienced in securitization matters reasonably acceptable to the Swap Counterparty, addressed to the Swap Counterparty and in form and substance reasonably satisfactory to the Swap Counterparty.

Monthly Lease Payment: As defined in Exhibit A to the COLT Servicing Agreement.

Monthly Payment Advance: As defined in Exhibit A to the COLT Servicing Agreement.

Monthly Period: Each calendar month (or, in the case of the first Monthly Period, the period from and including the Cutoff Date to and including             , 20    ). With respect to any Distribution Date, the “related Monthly Period” is the Monthly Period preceding the calendar month in which such Distribution Date occurs.

Moody’s: Moody’s Investors Service, Inc., or any successor thereto.

New York UCC: The UCC as in effect on the Series 20__-SN_ Closing Date in the State of New York, and as it may be amended from time to time.

Note Class Interest Distributable Amount: With respect to any class of CARAT 20__-SN_ Notes and any Distribution Date, the product of (i) the outstanding principal balance of such class of CARAT 20__-SN_ Notes as of the close of business on the preceding Distribution Date (or, in the case of the first Distribution Date, the outstanding principal balance of such class of CARAT 20__-SN_ Notes on the Series 20__-SN_ Closing Date) and (ii) in the case of (a) the Fixed Rate Notes (other than the Class A-_ Notes), one-twelfth of the Interest Rate for such class (or, in the case of the first Distribution Date, the Interest Rate for such class, multiplied by a fraction, the numerator of which is      and the denominator of which is 360) and (b) the Floating Rate Notes and the Class A-_ Notes, the product of the Interest Rate for such class of CARAT 20__-SN_ Notes for such Distribution Date and a fraction, the numerator of which is the number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 20__-SN_ Closing Date), to but excluding that Distribution Date and the denominator of which is 360.

Appendix A-15

Note Depository: The depository from time to time selected by the CARAT Indenture Trustee on behalf of the Trust in whose name the CARAT 20__-SN_ Notes are registered prior to the issue of Definitive Notes. The first Note Depository shall be Cede & Co., the nominee of the initial Clearing Agency.

Note Depository Agreement: The agreement, dated as of the Series 20__-SN_ Closing Date, between the Issuing Entity and The Depository Trust Company, as the initial Clearing Agency relating to the CARAT 20__-SN_ Notes, substantially in the form of Exhibit B to the CARAT Indenture, as the same may be amended and supplemented from time to time.

Note Distribution Account: The account designated as such, established and maintained pursuant to Section 5.01(a)(ii) of the Trust Sale and Administration Agreement.

Note Owner: With respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an Indirect Participant, in each case in accordance with the rules of such Clearing Agency).

Note Pool Factor: With respect to any class of CARAT 20__-SN_ Notes and any Distribution Date, an amount expressed to the seventh decimal place and computed by the Trust Administrator which is equal to the Note Principal Balance for such class as of the close of business on such Distribution Date divided by the initial Note Principal Balance for such class.

Note Principal Balance: With respect to any class of the CARAT 20__-SN_ Notes and any Distribution Date, the initial aggregate principal balance of such class of the CARAT 20__-SN_ Notes, reduced by all previous payments to the CARAT 20__-SN_ Noteholders of such class in respect of principal of such CARAT 20__-SN_ Notes.

Note Register: With respect to any class of the CARAT 20__-SN_ Notes, the register of such CARAT 20__-SN_ Notes specified in Section 2.4 of the CARAT Indenture.

Note Registrar: The registrar at any time of the Note Register, appointed pursuant to Section 2.4 of the CARAT Indenture.

Noteholders’ Interest Distributable Amount: For any Distribution Date, the Aggregate Class Interest Distributable Amount for the Controlling Class.

Noteholders’ Regular Principal Distributable Amount: For any Distribution Date, the lesser of:

(A) the Aggregate Note Principal Balance as of the close of the immediately preceding Distribution Date or in the case of the first Distribution Date, the Aggregate Note Principal Balance on the Series _-_ Closing Date; and

Appendix A-16

(B) the excess, if any, of (i) the Aggregate Note Principal Balance on such Distribution Date (after giving effect to any Aggregate Noteholders Priority Principal Distributable Amount with respect to such Distribution Date), over (ii) the result of the Aggregate ABS Value at the close of business on the last day of the related Monthly Period, minus the Aggregate Overcollateralization Amount.

Notwithstanding the foregoing, on the Final Scheduled Distribution Date for any class of the CARAT 20__-SN_ Notes, the Noteholders’ Regular Principal Distributable Amount shall equal the greater of (i) the amount specified above and (ii) the excess of (x) the Note Principal Balance of such class of CARAT 20__-SN_ Notes as of the close of business on the preceding Distribution Date, over (y) the Aggregate Noteholders’ Priority Principal Distributable Amount allocable to such class on such Distribution Date in accordance with the priorities specified in Section 8.2(c) of the CARAT Indenture.

Offered Notes: Collectively, the Class A-2a Notes, the Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4 Notes, the Class B-1 Notes, the Class B-2 Notes and the Class C Notes.

Officer’s Certificate: A certificate signed by any Authorized Officer of the Issuing Entity, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the CARAT Indenture, and delivered to the CARAT Indenture Trustee. Unless otherwise specified in the CARAT Indenture, any reference in the CARAT Indenture to an officer’s certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuing Entity.

Opinion of Counsel: A written opinion of counsel, who may, except as otherwise expressly provided, be an employee of the Depositor or the Trust Administrator. In addition, for purposes of the CARAT Indenture: (i) such counsel shall be satisfactory to the CARAT Indenture Trustee; (ii) the opinion shall be addressed to the CARAT Indenture Trustee as Trustee and (iii) the opinion shall comply with any applicable requirements of Section 11.1 of the CARAT Indenture and shall be in form and substance satisfactory to the CARAT Indenture Trustee.

Outstanding: With respect to the CARAT 20__-SN_ Notes, as of any date of determination, all CARAT 20__-SN_ Notes theretofore authenticated and delivered under the CARAT Indenture except:

(i) CARAT 20__-SN_ Notes theretofore cancelled by the CARAT Indenture Trustee or delivered to the CARAT Indenture Trustee for cancellation;

(ii) CARAT 20__-SN_ Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the CARAT Indenture Trustee or any Paying Agent in trust for the Holders of such CARAT 20__-SN_ Notes; provided, however, that if such CARAT 20__-SN_ Notes are to be redeemed, notice of such redemption has been duly given pursuant to the CARAT Indenture or provision therefor, satisfactory to the CARAT Indenture Trustee, has been made; and

Appendix A-17

(iii) CARAT 20__-SN_ Notes in exchange for or in lieu of other CARAT 20__-SN_ Notes which have been authenticated and delivered pursuant to the CARAT Indenture unless proof satisfactory to the CARAT Indenture Trustee is presented that any such CARAT 20__-SN_ Notes are held by a Protected Purchaser;

provided, however, that in determining whether the Holders of the requisite Outstanding Amount of the CARAT 20__-SN_ Notes or of the Controlling Class have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any CARAT Basic Document, CARAT 20__-SN_ Notes both legally and beneficially owned by the Issuing Entity, any other obligor upon the CARAT 20__-SN_ Notes, the Depositor or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the CARAT Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only CARAT 20__-SN_ Notes that the CARAT Indenture Trustee knows to be so owned shall be so disregarded. CARAT 20__-SN_ Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the CARAT Indenture Trustee the pledgor’s right so to act with respect to such CARAT 20__-SN_ Notes and that the pledgee is not the Issuing Entity, any other obligor upon the CARAT 20__-SN_ Notes, the Depositor or any Affiliate of any of the foregoing Persons.

Outstanding Amount: As of any date, the aggregate principal amount of all CARAT 20__-SN_ Notes or a class of CARAT 20__-SN_ Notes, as applicable, Outstanding at such date.

Owner: As defined in Section 1.02 of the Pooling and Administration Agreement.

Paying Agent: With respect to the CARAT Indenture, the CARAT Indenture Trustee or any other Person that meets the eligibility standards for the CARAT Indenture Trustee specified in Section 6.11 of the CARAT Indenture and is authorized by the Issuing Entity to make the payments to and distributions from the CARAT Collection Account and the Note Distribution Account, including payment of principal of or interest on the CARAT 20__-SN_ Notes on behalf of the Issuing Entity. With respect to the Trust Agreement, any paying agent or co-paying agent appointed pursuant to Section 3.9 of the Trust Agreement that meets the eligibility standards for the CARAT Owner Trustee specified in Section 6.13 of the Trust Agreement. The initial Paying Agent under the CARAT Indenture shall be the CARAT Indenture Trustee.

Perfection Representations: The representations, warranties and covenants set forth in Appendix C to the Trust Sale and Administration Agreement.

Pension Plan: A “pension plan” as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than any “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA) and to which Ally Financial or any ERISA Affiliate may have any liability.

Person: An individual, corporation, business or statutory trust, limited liability company, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

Appendix A-18

Physical Property: (i) Bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” within the meaning of Section 9-102(47) of the New York UCC and are susceptible of physical delivery and (ii) Security Certificates.

Pooling and Administration Agreement: The Pooling and Administration Agreement, dated as of the Series 20__-SN_ Closing Date, between Ally Financial and the Depositor, as the same may be amended, supplemented or otherwise modified from time to time.

Predecessor Note: With respect to any particular CARAT 20__-SN_ Note, every previous CARAT 20__-SN_ Note evidencing all or a portion of the same debt as that evidenced by such particular CARAT 20__-SN_ Note; and, for the purpose of this definition, any CARAT 20__-SN_ Note authenticated and delivered under Section 2.5 of the CARAT Indenture in lieu of a mutilated, lost, destroyed or stolen CARAT 20__-SN_ Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen CARAT 20__-SN_ Note.

Private Notes: Collectively, the Class A-1 Notes.

Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding.

Protected Purchaser: As defined in Exhibit A to the COLT Servicing Agreement.

Pull Ahead Lease Asset: As defined in Exhibit A of the COLT Servicing Agreement.

Pull Ahead Payment: As defined in Exhibit A of the COLT Servicing Agreement.

Rated Notes: As defined in Exhibit A to the COLT Servicing Agreement.

Rating Agencies: As of any date, the nationally recognized statistical rating organizations requested by the Seller to provide ratings on the CARAT 20__-SN_ Notes or the CARAT 20__-SN_ Certificates which are rating the CARAT 20__-SN   Notes or the CARAT 20__-SN_ Certificates on such date.

Rating Agency Condition: With respect to any action, the condition that each Rating Agency shall have been given at least 10 days prior notice thereof and that none of the Depositor, the Trust Administrator, the Issuing Entity or the CARAT Indenture Trustee shall have received notice from any Rating Agency that such action shall result in a downgrade or withdrawal of the then current rating of the CARAT 20__-SN_ Notes.

Record Date: With respect to (i) the CARAT 20__-SN_ Notes and with respect to any Distribution Date, the close of business on the day immediately preceding such Distribution Date, or if Definitive Notes are issued for any class of CARAT _-_ Notes, with respect to such class of CARAT 20__-SN_ Notes the last day of the preceding Monthly Period; and (ii) the CARAT 20__-SN_ Certificates and with respect to any Distribution Date, the close of business on the date immediately preceding such Distribution Date, or if Definitive Certificates are issued, the last day of the preceding Monthly Period.

Appendix A-19

Redemption Date: As defined in Section 10.1 of the CARAT Indenture.

Redemption Price: With respect to the CARAT 20__-SN_ Notes, the unpaid principal amount of such CARAT 20__-SN_ Notes, plus accrued and unpaid interest thereon.

Reference Bank Rate: For any Distribution Date other than the initial Distribution Date, a rate determined on the basis of the rates at which deposits in United States dollars are offered by reference banks as of 11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the immediately preceding Distribution Date to prime banks in the London interbank market for a period of one month, in amounts approximately equal to the then Note Principal Balance of the applicable class of the then outstanding Floating Rate Notes. The reference banks shall be four major banks that are engaged in transactions in the London interbank market, selected by the Indenture Trustee after consultation with the Depositor. The CARAT Indenture Trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two quotations are provided, the rate will be the arithmetic mean of the quotations, rounded upwards to the nearest one-sixteenth of one percent. If on that date fewer than two quotations are provided as requested, the rate will be the arithmetic mean, rounded upwards to the nearest one-sixteenth of one percent, of the rates quoted by one or more major banks in New York City, selected by the CARAT Indenture Trustee after consultation with the Depositor, as of 11:00 a.m., New York City time, on that date to leading European banks for United States dollar deposits for a period of one month in amounts approximately equal to the then Note Principal Balance of the applicable class of the then outstanding Floating Rate Notes. If no quotation can be obtained, then the Reference Bank Rate will be the rate from the prior Distribution Date.

Registered Holder: The Person in whose name a CARAT 20__-SN_ Note is registered on the Note Register on the applicable Record Date.

Regulation AB; Subpart 229.1100: Asset Backed Securities (Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as such may be amended from time to time and subject to such clarification and interpretation regulations as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) and as may be provided by the Commission or its staff from time to time.

Report of Assessment of Compliance with Servicing Criteria: As defined in Section 4.02(a) of the Trust Sale and Administration Agreement.

Required Deposit Rating: A rating on short-term unsecured debt obligations of P-1 by Moody’s; A-1+ by S&P; and if rated by Fitch, F-1 by Fitch, or otherwise permitted by the Rating Agencies. Any requirement that short-term unsecured debt obligations have the “Required Deposit Rating” shall mean that such short-term unsecured debt obligations have the foregoing required ratings from each of such rating agencies.

Reserve Account: As defined in Exhibit A to the COLT Servicing Agreement.

Reserve Account Available Amount: As defined in Exhibit A to the COLT Servicing Agreement.

Appendix A-20

Reserve Account Required Amount: As defined in Exhibit A to the COLT Servicing Agreement.

Residual Advance: As defined in Exhibit A to the COLT Servicing Agreement.

Responsible Officer: With respect to the CARAT Indenture Trustee or the CARAT Owner Trustee, any officer within the Corporate Trust Office of such trustee having direct responsibility for the administration of the CARAT Indenture or the Trust Agreement, respectively, or with respect to the CARAT Owner Trustee, any agent of the CARAT Owner Trustee acting under a power of attorney, and, with respect to the Trust Administrator, the President, any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer or assistant officer of such Person customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

Retained Certificates: The CARAT 20__-SN_ Certificates retained by the Depositor pursuant to the Trust Agreement.

S&P: Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

Schedule of Secured Notes: The schedule of all COLT 20__-SN_ Secured Notes originally held as part of the Trust and on file at the locations listed on Exhibit A of the Trust Sale and Administration Agreement, as such schedule may be amended from time to time.

Second Priority Principal Distributable Amount: With respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the Aggregate Note Principal Balance of the Class A Notes and the Class B Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes and the Class B Notes on such preceding Distribution Date) (or with respect to the first Distribution Date, on the Series 20__-SN_ Closing Date) over (b) the Aggregate ABS Value at the close of business on the last day of the related Monthly Period, and (ii) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

Second Step Purchased Property: As defined in Section 2.01 of the Trust Sale and Administration Agreement.

Second Step Secured Notes Assignment: As defined in Section 2.01 of the Trust Sale and Administration Agreement.

Secretary of State: The Secretary of State of the State of Delaware.

Secured Note Interest Distributable Amount: As defined in Exhibit A of the COLT Servicing Agreement.

Secured Note Percentage:     %.

Appendix A-21

Secured Note Principal Balance: As defined in Exhibit A to the COLT Servicing Agreement.

Secured Note Principal Distributable Amount: As defined in Exhibit A to the COLT Servicing Agreement.

Secured Note Register: As defined in Exhibit A to the COLT Servicing Agreement.

Secured Note Registrar: As defined in Exhibit A to the COLT Servicing Agreement.

Secured Notes Purchase Price: The amount described in Section 2.02 of the Pooling and Administration Agreement.

Secured Obligations: Obligations consisting of the principal of and interest on, and any other amounts owing in respect of, the CARAT 20__-SN_ Notes, amounts allocable pursuant to the CARAT Indenture with respect to the CARAT 20__-SN_ Certificates and Third Party Instruments, equally and ratably without prejudice, priority or distinction.

Secured Parties: Each CARAT 20__-SN_ Noteholder.

Securities: The CARAT 20__-SN_ Notes and the CARAT 20__-SN_ Certificates.

Securities Act: The Securities Act of 1933, as amended. .

Securities Intermediary: As defined in Section 5.01(b)(i) of the Trust Sale and Administration Agreement.

Security Certificate: Has the meaning given such term in Section 8-102(a)(16) of the New York UCC.

Security Entitlement: Has the meaning given such term in Section 8-102(a)(17) of the New York UCC.

Securityholder: A Holder of a CARAT 20__-SN_ Note or a CARAT 20__-SN_ Certificate.

Series 20__-SN_ Closing Date: As defined in Exhibit A to the COLT Servicing Agreement.

Series 20__-SN_ Lease Assets Schedule: As defined in Section 2.18 to the COLT Servicing Agreement.

Series 20__-SN_ Lease Assets: As defined in Exhibit A to the COLT Servicing Agreement.

Series 20__-SN_ Leases: As defined in Exhibit A to the COLT Servicing Agreement.

Servicer: Ally Financial, as servicer under the COLT Servicing Agreement, or any successor servicer under the COLT Servicing Agreement.

Appendix A-22

Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB.

State: Any one of the 50 states of the United States of America or the District of Columbia.

Stated Maturity: The date specified in each COLT 20__-SN_ Secured Note as the fixed date on which the principal of, and interest on, such COLT 20__-SN_ Secured Note is due and payable.

Statutory Trust Act: Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as the same may be amended from time to time.

Swap Counterparty:                     , as swap counterparty under each Interest Rate Swap, or any successor or replacement Swap Counterparty from time to time under each Interest Rate Swap.

Swap Counterparty Rights Agreement: The Swap Counterparty Rights Agreement, dated as of the Series 20__-SN_ Closing Date, among the Swap Counterparty, the Issuing Entity, Ally Financial, as Trust Administrator, the Depositor, the CARAT Indenture Trustee, and the Owner Trustee, as amended and supplemented from time to time.

Third Party Instrument: Each Interest Rate Swap, each Contingent Interest Rate Swap and the Triparty Agreement.

Total Available Amount: With respect to any Distribution Date, the sum of:

(i) amounts deposited into the CARAT Collection Account on or before such Distribution Date pursuant to Section 3.03(c)(iv) of the COLT Servicing Agreement;

(ii) all collections on the COLT 20__-SN_ Secured Notes held by the Trust during the period from the last Distribution Date to but excluding the current Distribution Date;

(iii) the amount, if any, paid by the Swap Counterparty to the Trust pursuant to any Interest Rate Swap;

(iv) the Warranty Payment or the Administrative Purchase Payment for each COLT 20__-SN_ Secured Note that the Depositor repurchased or the Trust Administrator purchased as of the last day of the related Monthly Period; and

(v) if such Distribution Date is the Optional Purchase Date, all amounts deposited into the CARAT Collection Account by the Trust Administrator pursuant to Section 8.01(a) of the Trust Sale and Administration Agreement.

Treasury Regulations: The regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

Appendix A-23

Triparty Agreement: The Triparty Contingent Assignment Agreement, dated as of the Series 20__-SN_ Closing Date, including all schedules, and confirmations thereto, among the Trust, the Swap Counterparty and Ally Financial, as the same may be amended, supplemented, renewed, extended or replaced from time to time.

Trust: Capital Auto Receivables Asset Trust 20__-SN_, a Delaware statutory trust described in the Trust Agreement.

Trust Administrator: The Person executing the Trust Sale and Administration Agreement as the Trust Administrator, or its successor in interest pursuant to Section 6.02 of the Trust Sale and Administration Agreement.

Trust Administrator Default: An event described in Section 7.01 of the Trust Sale and Administration Agreement.

Trust Administrator’s Accounting: A certificate, completed by and executed on behalf of the Trust Administrator, in accordance with Section 3.06 of the Pooling and Administration Agreement.

Trust Agreement: The Trust Agreement, dated as of the Series 20__-SN_ Closing Date, between the Depositor and the CARAT Owner Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

Trust Indenture Act or TIA: The Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.

Trust Sale and Administration Agreement: The Trust Sale and Administration Agreement, dated as of the Series 20__-SN_ Closing Date, between the Depositor, the Trust Administrator and the Trust, as the same may be amended, supplemented or otherwise modified from time to time.

UCC: The Uniform Commercial Code as in effect in the relevant jurisdiction from time to time.

Unaffiliated Certificateholder: Shall mean any CARAT 20__-SN_ Certificateholder other than the Depositor or an Affiliate of the Depositor.

Uncertificated Security: Has the meaning given to such term in Section 8-102(a)(18) of the New York UCC.

VAULT: Vehicle Asset Universal Leasing Trust, a Delaware statutory trust created under the Statutory Trust Act pursuant to the VAULT Trust Agreement.

VAULT Security Agreement: As defined in Exhibit A of the COLT Servicing Agreement.

VAULT Trust Agreement: The Second Amended and Restated Trust and Servicing Agreement, dated as of March 25, 2004, between Ally Financial, as Servicer and Initial Beneficiary, and the VAULT Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

Appendix A-24

VAULT Trustee: BNY Mellon Trust of Delaware (f/k/a BNYM (Delaware)), as successor to Chase Bank USA, National Association (f/k/a Chase Manhattan Bank USA, National Association), as trustee of VAULT under the VAULT Trust Agreement.

Vehicle: As defined in Exhibit I to the Declaration.

Voting Interests: The voting interests in the CARAT 20__-SN_ Certificates. Until such time, if any, as the Depositor shall transfer any interest in the CARAT 20__-SN_ Certificates, the Depositor shall hold 100% of the Voting Interests. Upon and after any such transfer, the Voting Interests shall be determined as provided in Section 3.4(b) of the Trust Agreement.

Warranty Payment: With respect to each Warranty Secured Note, an amount equal to the Secured Note Principal Balance, plus accrued interest calculated at the COLT 20__-SN_ Secured Note Rate, determined as of the close of business on the last day of the Monthly Period prior to the Monthly Period as of which the Depositor is required to (or, if earlier, elects to) repurchase such Warranty Secured Note.

Warranty Purchaser: The Person described in Section 2.04 of the Trust Sale and Administration Agreement.

Warranty Secured Note: A COLT 20__-SN_ Secured Note that the Warranty Purchaser has become obligated to repurchase pursuant to Section 2.04 of the Trust Sale and Administration Agreement.

PART II - RULES OF CONSTRUCTION

(a) Accounting Terms. As used in this Appendix or the CARAT Basic Documents, accounting terms which are not defined, and accounting terms partly defined, herein or therein shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Appendix or the CARAT Basic Documents are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Appendix or the CARAT Basic Documents will control.

(b) “Hereof,” etc. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Appendix or any CARAT Basic Document will refer to this Appendix or such CARAT Basic Document as a whole and not to any particular provision of this Appendix or such CARAT Basic Document; and Section, Schedule and Exhibit references contained in this Appendix or any CARAT Basic Document are references to Sections, Schedules and Exhibits in or to this Appendix or such CARAT Basic Document unless otherwise specified. The word “or” is not exclusive.

Appendix A-25

(c) Reference to Distribution Dates. With respect to any Distribution Date, the “related Monthly Period,” and the “related Record Date,” will mean the Monthly Period and Record Date, respectively, immediately preceding such Distribution Date, and the relationships among Monthly Periods and Record Dates will be correlative to the foregoing relationships.

(d) Number and Gender. Each defined term used in this Appendix or the CARAT Basic Documents has a comparable meaning when used in its plural or singular form. Each gender-specific term used in this Appendix or the CARAT Basic Documents has a comparable meaning whether used in a masculine, feminine or gender-neutral form.

(e) Including. Whenever the term “including” (whether or not that term is followed by the phrase “but not limited to” or “without limitation” or words of similar effect) is used in this Appendix or the CARAT Basic Documents in connection with a listing of items within a particular classification, that listing will be interpreted to be illustrative only and will not be interpreted as a limitation on, or exclusive listing of, the items within that classification.

(f) Notices to Rating Agencies. If Ally Financial is no longer the Servicer, Trust Administrator, Seller, COLT Custodian or agent on behalf of General Motors, any successor Servicer, Trust Administrator, Seller, COLT Custodian or agent on behalf of General Motors, as applicable, shall provide any required Rating Agency notices to the Depositor, who shall promptly provide such notice to the Rating Agencies.

Appendix A-26

Part II

APPENDIX B

Notice Addresses and Procedures

All requests, demands, directions, consents, waivers, notices, authorizations and communications provided or permitted under any CARAT Basic Document to be made upon, given or furnished to or filed with the Depositor, the Trust Administrator, the CARAT Indenture Trustee, the Issuing Entity, the CARAT Owner Trustee or the Rating Agencies shall be in writing, personally delivered, sent by facsimile with a copy to follow via first class mail, sent by electronic mail or mailed by certified mail-return receipt requested, and shall be deemed to have been duly given upon receipt:

(a) in the case of the Depositor, at the following address:

Capital Auto Receivables LLC

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801,

Fax: (313) 665-6308

E-mail: [                    ],

with a copy to:

Manager - Securitization,

Ally Financial Inc.

200 Renaissance Center

12th Floor, MC: 482-B12-C24

Detroit, MI 48265

Fax: (313) 656-0954

E-mail: [                    ],

Appendix A-27

(b) in the case of the Servicer and the Trust Administrator, at the following address:

Director - Global Securitization

Ally Financial Inc.

200 Renaissance Center

12th Floor, MC: 482-B12-C24

Detroit, MI 48265

Fax: (313) 656-0954

E-mail: [                    ],

(c) in the case of the CARAT Indenture Trustee, at its Corporate Trust Office,

and

(d) in the case of the Issuing Entity or the CARAT Owner Trustee, to the CARAT Owner Trustee at its Corporate Trust Office,

with a copy to:

Attention:                      -                     

and with a copy to:

Appendix A-28

Capital Auto Receivables, LLC,

Attention: Manager-Securitization

200 Renaissance Center

12^th Floor, MC: 482-B12-C24

Detroit, MI 48265

Fax: (313) 656-0954

E-mail: [                    ],

The Issuing Entity shall promptly transmit any notice received by it from the CARAT 20__-SN_ Noteholders to the CARAT Indenture Trustee and the CARAT Indenture Trustee shall likewise promptly transmit any notice received by it from the CARAT 20__-SN_ Noteholders to the Issuing Entity:

(e) in the case of the Ratings Agencies, to the Depositor, who shall promptly post any such notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations.

Appendix A-29

(f) in the case of Swap Counterparty, to

Attention:                     

with a copy to:

Attention:                     

Facsimile:                     

or at such other address as shall be designated by such Person in a written notice to the other parties to this Agreement.

Appendix A-30

Where any CARAT Basic Document provides for notice to CARAT 20__-SN_ Noteholders or CARAT 20__-SN_ Certificateholders of any condition or event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each CARAT 20__-SN_ Noteholder or CARAT 20__-SN_ Certificateholders affected by such condition or event, at such Person’s address as it appears on the Note Register or CARAT 20__-SN_ Certificate Register, as applicable, not later than the latest date, and not earlier than the earliest date, prescribed in such CARAT Basic Document for the giving of such notice. If notice to CARAT 20__-SN_ Noteholders or CARAT 20__-SN_ Certificateholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular CARAT 20__-SN_ Noteholders or CARAT 20__-SN_ Certificateholders shall affect the sufficiency of such notice with respect to other CARAT 20__-SN_ Noteholders or CARAT 20__-SN_ Certificateholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received.

Appendix A-31