##### Table of Contents






As filed with the Securities and Exchange Commission on
April 6, 2006








Registration
Nos. 333-131476








333-131476-01











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, Inc.


(Originator 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                                                           |  |                                                              |  | Capital Auto Receivables, Inc. 38- 3082892
    Central Originating Lease Trust 38- 3278697
|(State or other jurisdiction of
    incorporation or organization) |  | (Primary Standard Industrial
    Classification Code Number) |  | (I.R.S. Employer
    Identification No.)                                                  

|                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                  
|Capital Auto Receivables, Inc.
    Corporation Trust Center
    1209 Orange Street
    Wilmington, Delaware 19801
    (302-658-7851)(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
    (313-665-6266)(Address, including zip code, and telephone number,
    including area code, of principal executive offices of
    Registrant) |  | Jerome B. Van Orman, Jr.
    Capital Auto Receivables, Inc.
    200 Renaissance Center
    Detroit, Michigan 48265
    (313-665-6266)(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, Rowe & Maw LLP
    71 South Wacker Drive
    Chicago, Illinois 60606 |  | Richard V. Kent, Esq.
    General Counsel
    Capital Auto Receivables, Inc.
    200 Renaissance Center
    Detroit, Michigan 48265 |  | Kenneth P. Morrison, Esq.
    Kirkland & Ellis LLP
    200 East Randolph Drive
    Chicago, Illinois 60601

Approximate Date of Commencement of Proposed Sale to the
Public:


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


þ


o


o


o


o


CALCULATION OF REGISTRATION FEE





|                            |  |  |                   |  |  |                  |  |  |                   |  |  |             
|--------------------------- |  |  | ----------------- |  |  | ---------------- |  |  | ----------------- |  |  | ------------
|                            |  |  |                   |  |  |                  |  |  |                   |  |  |             
|                            |  |  |                   |  |  |                  |  |  |                   |  |  |             
|                            |  |  | Amount            |  |  | Proposed Maximum |  |  | Proposed Maximum  |  |  | Amount of   
|Title of Each Class of      |  |  | to be             |  |  | Offering Price   |  |  | Aggregate         |  |  | Registration
|Securities to be Registered |  |  | Registered(1)     |  |  | Per Unit(2)      |  |  | Offering Price(2) |  |  | Fee(3)      
|                            |  |  |                   |  |  |                  |  |  |                   |  |  |             
|                           
|                           
|                           
|                           
|Asset Backed Securities     |  |  | $7,213,089,378.42 |  |  | 100%             |  |  | $7,213,089,378.42 |  |  | $771,800.56 
|                            |  |  |                   |  |  |                  |  |  |                   |  |  |             
|Secured Notes(4)            |  |  | (5)               |  |  | (5)              |  |  | (5)               |  |  | (5)         
|                            |  |  |                   |  |  |                  |  |  |                   |  |  |             
|                            |  |  |                   |  |  |                  |  |  |                   |  |  |             






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) | $7,785,910,621.58 aggregate principal amount of the Asset Backed
    Securities registered by the Registrant under Registration
    Statement
    No. 333-120252-01
    referred to below and not previously sold are consolidated in
    this Registration Statement pursuant to Rule 429. All
    registration fees in connection with such unsold amount of Asset
    Backed Securities have previously been paid under Registration
    Statement No. 333-120252-01. The total amount registered
    under this Registration Statement as so consolidated as of the
    date of this filing is $15,000,000,000.                               
|   
|   
|   
|(2) | Estimated solely for the purpose of calculating the registration
    fee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|   
|   
|(3) | Pursuant to Rule 457(o) under the Securities Act of 1933,
    the registration fee has been calculated on the basis of the
    proposed maximum offering price for the Asset Backed Securities.
    $107.00 has previously been paid. Pursuant to Rule 429
    under the Securities Act of 1933, the Prospectus filed as part
    of this Registration Statement relates to the securities
    registered hereby, including the remaining unsold
    $7,785,910,621.58 aggregate principal amount of Asset Backed
    Notes previously registered by the Registrant under its
    Registration Statement on Form S-3 (File
    No. 333-120252-01).
|   
|   
|   
|(4) | Each series of secured notes issued by Central Originating Lease
    Trust to General Motors Acceptance Corporation will be secured
    by lease assets of Central Originating Lease Trust purchased
    from General Motors Acceptance Corporation. The secured notes
    are not being offered to investors hereunder. General Motors
    Acceptance Corporation will transfer the secured notes to
    Capital Auto Receivables, Inc., which in turn will deposit them
    into one of the Capital Auto Receivables Asset Trusts, the
    issuer of the Asset Backed Notes.                                                                    
|   
|   
|   
|(5) | 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.










---



##### Table of Contents



|The
information in this prospectus supplement 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 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 Supplement to Prospectus
dated                     ,
200


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, Inc.


Depositor


General Motors Acceptance Corporation


Sponsor and Servicer/Trust Administrator


You should consider carefully the
risk factors beginning on
page S-12 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, Inc., General Motors Acceptance Corporation,
Central Originating Lease Trust, Central Originating Lease, LLC
or any of their affiliates.


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




| |                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------
| | The issuing entity is offering the
    following classes of notes by this prospectus supplement and the
    accompanying prospectus:

|                                  |  |               |  |                                           |  |            |  |                                           |  |                                           |  |           |  |                                           |  |                                           |  | 
|--------------------------------- |  | ------------- |  | ----------------------------------------- |  | ---------- |  | ----------------------------------------- |  | ----------------------------------------- |  | --------- |  | ----------------------------------------- |  | ----------------------------------------- |  | 
|                                  |  | Class A Notes |  | Class B Notes                             |  |            |  |                                          
|                                  |  |               |  |                                           |  |            |  |                                          
|                                  |  |               |  |                                           |  |           
|                                  |  | A-2a Notes    |  | A-2b Notes                                |  | A-3a Notes |  | A-3b Notes                                |  | A-4 Notes                                 |  | B-1 Notes |  | B-2 Notes                                 |  | Class C 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 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
General Motors leased vehicles.


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:






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##### Table of Contents



IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS


PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS






| |     |                                                                                                                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 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



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##### Table of Contents










TABLE OF CONTENTS


Prospectus Supplement


|                                                             |                                                                                                  |      |      |      | 
|------------------------------------------------------------ | ------------------------------------------------------------------------------------------------ | ---- | ---- | ---- | 
|                                                             |                                                                                                  | Page |     
|                                                             |                                                                                                  |      |     
|                                                            
|                                                            
|                                                            
|                                                            
|SUMMARY OF TRANSACTION PARTIES                               |                                                                                                  |      | S-1  |     
|                                                            
|                                                            
|                                                            
|                                                            
|OVERVIEW                                                     |                                                                                                  |      | S-2  |     
|                                                            
|                                                            
|                                                            
|                                                            
|SUMMARY                                                      |                                                                                                  |      | S-3  |     
|                                                            
|                                                            
|                                                            
|                                                            
|RECENT DEVELOPMENTS                                          |                                                                                                  |      | S-11 |     
|                                                            
|                                                            
|                                                            
|                                                            
|RISK FACTORS                                                 |                                                                                                  |      | S-12 |     
|                                                            
|                                                            
|                                                            
|                                                            
|AFFILIATIONS AND RELATIONSHIPS AMONG
    TRANSACTION PARTIES |                                                                                                  |      | S-21 |     
|                                                            
|                                                            
|                                                            
|                                                            
|THE TRUST                                                    |                                                                                                  |      | S-22 |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Capitalization of the Trust                                                                      |      |      | S-22 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | The CARAT Owner Trustee and the COLT Owner
    Trustee                                           |      |      | S-23 | 
|                                                            
|                                                            
|                                                            
|                                                            
|THE LEASE ASSETS AND THE SECURED NOTES                       |                                                                                                  |      | S-23 |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Criteria Applicable to the Selection of
    [Initial] Lease Assets                               |      |      | S-23 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Characteristics of [Initial] Lease
    Assets                                                    |      |      | S-24 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Composition of [Initial] Lease Asset
    Pool                                                    |      |      | S-25 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Distribution of [Initial] Lease Assets by
    Original Term                                      |      |      | S-25 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Distribution of [Initial] Lease Assets by
    Remaining Lease Term                               |      |      | S-25 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Distribution of [Initial] Lease Assets by
    State                                              |      |      | S-26 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Distribution of [Initial] Lease Assets by
    Vehicle Make                                       |      |      | S-27 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Distribution of [Initial] Lease Assets by
    Model                                              |      |      | S-27 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Distribution of the [Initial] Lease Assets
    Pool by FICO Score                                |      |      | S-28 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | [Criteria Applicable to the Selection of
    Additional Lease Assets During the Revolving Period |      |      | S-28 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Terms of the Secured Notes                                                                       |      |      | S-29 | 
|                                                            
|                                                            
|                                                            
|                                                            
|GMAC AUTO LEASING                                            |                                                                                                  |      | S-30 |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Delinquency, Repossession and Credit and
    Residual Loss Data on GMAC Lease Assets             |      |      | S-30 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Residual Value Loss Experience                                                                   |      |      | S-33 | 
|                                                            
|                                                            
|                                                            
|                                                            
|RESIDUAL VALUES                                              |                                                                                                  |      | S-34 |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Determination of Residual Value                                                                  |      |      | S-34 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Pull Ahead Programs                                                                              |      |      | S-34 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Pull Ahead Experience                                                                            |      |      | S-36 | 
|                                                            
|                                                            
|                                                            
|                                                            
|STATIC POOL DATA                                             |                                                                                                  |      | S-36 |     
|                                                            
|                                                            
|                                                            
|                                                            
|WEIGHTED AVERAGE LIFE OF THE OFFERED
    NOTES               |                                                                                                  |      | S-36 |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Percentage of Initial Note Principal
    Balance Outstanding at Various ABS Percentages          |      |      | S-39 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Percentage of the Initial Principal Balance
    OutstandingClass A-1 Notes                      |      |      | S-40 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Percentage of the Initial Principal Balance
    OutstandingClass A-2 Notes                      |      |      | S-41 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Percentage of the Initial Principal Balance
    OutstandingClass A-3 Notes                      |      |      | S-42 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Percentage of the Initial Principal Balance
    OutstandingClass A-4 Notes                      |      |      | S-43 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Percentage of the Initial Principal Balance
    OutstandingClass B Notes                        |      |      | S-44 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Percentage of the Initial Principal Balance
    OutstandingClass C Notes                        |      |      | S-45 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Schedule of Remaining Monthly Lease
    Payments and Residual Values                             |      |      | S-46 | 
|                                                            
|                                                            
|                                                            
|                                                            
|THE NOTES                                                    |                                                                                                  |      | S-46 |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | LIBOR                                                                                            |      |      | S-47 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Payments of Interest                                                                             |      |      | S-47 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Payments of Principal                                                                            |      |      | S-48 | 

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##### Table of Contents



|                                                |                                                                                 |      |      |      | 
|----------------------------------------------- | ------------------------------------------------------------------------------- | ---- | ---- | ---- | 
|                                                |                                                                                 | Page |     
|                                                |                                                                                 |      |     
|                                               
|                                               
|                                               
|                                               
|                                                | Redemption                                                                      |      |      | S-49 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Delivery of Notes                                                               |      |      | S-49 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Controlling Class                                                               |      |      | S-50 | 
|                                               
|                                               
|                                               
|                                               
|THE TRANSFER AND SERVICING AGREEMENTS           |                                                                                 |      | S-50 |     
|                                               
|                                               
|                                               
|                                               
|                                                | Servicing and Administration Compensation
    and Payment of Expenses           |      |      | S-50 | 
|                                               
|                                               
|                                               
|                                               
|                                                | [The Revolving Period                                                           |      |      | S-51 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Summary of Monthly Deposits to and
    Withdrawals from COLT and CARAT Accounts |      |      | S-53 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Summary of Monthly Deposits to and
    Withdrawals from COLT and CARAT Accounts |      |      | S-54 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Distributions on the Secured Notes                                              |      |      | S-55 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Credit Enhancement                                                              |      |      | S-58 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Distributions on the Notes                                                      |      |      | S-59 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Investment of Funds                                                             |      |      | S-62 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Interest Rate Swaps                                                             |      |      | S-63 | 
|                                               
|                                               
|                                               
|                                               
|                                                | [Depositor Repurchase Option                                                    |      |      | S-67 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Distribution of Assets Following Payment in
    Full of the Securities          |      |      | S-67 | 
|                                               
|                                               
|                                               
|                                               
|[THE INSURANCE POLICY AND THE NOTE
    INSURER] |                                                                                 |      | S-67 |     
|                                               
|                                               
|                                               
|                                               
|CERTAIN FEES AND EXPENSES                       |                                                                                 |      | S-67 |     
|                                               
|                                               
|                                               
|                                               
|ERISA CONSIDERATIONS                            |                                                                                 |      | S-68 |     
|                                               
|                                               
|                                               
|                                               
|                                                | Notes                                                                           |      |      | S-68 | 
|                                               
|                                               
|                                               
|                                               
|LEGAL PROCEEDINGS                               |                                                                                 |      | S-69 |     
|                                               
|                                               
|                                               
|                                               
|FEDERAL INCOME TAX CONSEQUENCES                 |                                                                                 |      | S-69 |     
|                                               
|                                               
|                                               
|                                               
|UNDERWRITING                                    |                                                                                 |      | S-70 |     
|                                               
|                                               
|                                               
|                                               
|                                                | Aggregate Principal Amount to be
    Purchased                                  |      |      | S-70 | 
|                                               
|                                               
|                                               
|                                               
|LEGAL OPINIONS                                  |                                                                                 |      | S-71 |     
|                                               
|                                               
|                                               
|                                               
|REPORTS AND ADDITIONAL INFORMATION              |                                                                                 |      | S-72 |     
|                                               
|                                               
|                                               
|                                               
|GLOSSARY OF TERMS TO PROSPECTUS
    SUPPLEMENT  |                                                                                 |      | S-73 |     
|                                               
|                                               
|                                               
|                                               
|Appendix A: Static of Pool Data                 |                                                                                 |      | A-1  |     

Prospectus


|                                               |                                      |  |    |    | 
|---------------------------------------------- | ------------------------------------ |  | -- | -- | 
|                                              
|                                              
|                                              
|                                              
|RISK FACTORS                                   |                                      |  | 1  |   
|                                              
|                                              
|                                              
|                                              
|THE TRUSTS                                     |                                      |  | 7  |   
|                                              
|                                              
|                                              
|                                              
|                                               | Formation of the Trusts              |  |    | 7  | 
|                                              
|                                              
|                                              
|                                              
|                                               | Trust Property                       |  |    | 7  | 
|                                              
|                                              
|                                              
|                                              
|THE CARAT OWNER TRUSTEE                        |                                      |  | 8  |   
|                                              
|                                              
|                                              
|                                              
|THE COLT OWNER TRUSTEE                         |                                      |  | 9  |   
|                                              
|                                              
|                                              
|                                              
|THE CARAT INDENTURE TRUSTEE                    |                                      |  | 10 |   
|                                              
|                                              
|                                              
|                                              
|THE SPONSOR                                    |                                      |  | 11 |   
|                                              
|                                              
|                                              
|                                              
|THE DEPOSITOR                                  |                                      |  | 13 |   
|                                              
|                                              
|                                              
|                                              
|THE SERVICER                                   |                                      |  | 14 |   
|                                              
|                                              
|                                              
|                                              
|VEHICLE ASSET UNIVERSAL LEASING TRUST          |                                      |  | 15 |   
|                                              
|                                              
|                                              
|                                              
|CENTRAL ORIGINATING LEASE TRUST                |                                      |  | 16 |   
|                                              
|                                              
|                                              
|                                              
|DESCRIPTION OF AUTO LEASE BUSINESS OF
    GMAC |                                      |  | 16 |   
|                                              
|                                              
|                                              
|                                              
|                                               | Underwriting of Motor Vehicle Leases |  |    | 16 | 
|                                              
|                                              
|                                              
|                                              
|                                               | Determination of Residual Value      |  |    | 19 | 
|                                              
|                                              
|                                              
|                                              
|                                               | Terms of Motor Vehicle Leases        |  |    | 19 | 

iii



---



##### Table of Contents






|                                                        |                                                                                         |  |    |    | 
|------------------------------------------------------- | --------------------------------------------------------------------------------------- |  | -- | -- | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Insurance Required to be Maintained by
    Lessees                                      |  |    | 20 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Vehicle Maintenance; Excess Wear and Excess
    Mileage                                 |  |    | 21 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Servicing Procedures                                                                    |  |    | 21 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Waivers, Modifications and Extensions                                                   |  |    | 23 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Collection and Repossession Procedures                                                  |  |    | 23 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Vehicle Disposition Process                                                             |  |    | 24 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Pull Ahead Programs                                                                     |  |    | 25 | 
|                                                       
|                                                       
|                                                       
|                                                       
|THE LEASE ASSETS                                        |                                                                                         |  | 25 |   
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | General                                                                                 |  |    | 25 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Representations, Warranties and
    Covenants                                           |  |    | 26 | 
|                                                       
|                                                       
|                                                       
|                                                       
|THE SECURED NOTES                                       |                                                                                         |  | 26 |   
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Terms of the Secured Notes under the COLT
    Indenture                                 |  |    | 27 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | The COLT Indenture                                                                      |  |    | 28 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | The COLT Indenture Trustee                                                              |  |    | 34 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Delinquencies, Repossessions and Charge
    Offs                                        |  |    | 35 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | GMACs Responsibilities as Servicer
    and Trust Administrator                         |  |    | 35 | 
|                                                       
|                                                       
|                                                       
|                                                       
|WEIGHTED AVERAGE LIFE OF THE SECURITIES                 |                                                                                         |  | 35 |   
|                                                       
|                                                       
|                                                       
|                                                       
|POOL FACTORS AND TRADING INFORMATION                    |                                                                                         |  | 37 |   
|                                                       
|                                                       
|                                                       
|                                                       
|USE OF PROCEEDS                                         |                                                                                         |  | 37 |   
|                                                       
|                                                       
|                                                       
|                                                       
|THE NOTES                                               |                                                                                         |  | 37 |   
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Principal and Interest on the Notes                                                     |  |    | 38 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Derivative Agreements                                                                   |  |    | 39 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | The CARAT Indenture                                                                     |  |    | 39 | 
|                                                       
|                                                       
|                                                       
|                                                       
|THE CERTIFICATES                                        |                                                                                         |  | 46 |   
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Distributions of Interest and Certificate
    Balance                                   |  |    | 47 | 
|                                                       
|                                                       
|                                                       
|                                                       
|BOOK-ENTRY REGISTRATION; REPORTS TO
    SECURITYHOLDERS |                                                                                         |  | 47 |   
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Book-Entry Registration                                                                 |  |    | 47 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Definitive Securities                                                                   |  |    | 49 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Reports to Securityholders                                                              |  |    | 49 | 
|                                                       
|                                                       
|                                                       
|                                                       
|THE TRANSFER AND SERVICING AGREEMENTS                   |                                                                                         |  | 52 |   
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Sale and Assignment of Lease Assets and
    Secured Notes                               |  |    | 52 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Additional Sales of Lease Assets                                                        |  |    | 59 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Accounts                                                                                |  |    | 60 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Servicing and Administration Compensation
    and Payment of Expenses                   |  |    | 62 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Servicing and Administration Procedures                                                 |  |    | 65 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Collections                                                                             |  |    | 65 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Advances by the Servicer                                                                |  |    | 66 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Distributions                                                                           |  |    | 67 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Credit Enhancement                                                                      |  |    | 68 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Net Deposits                                                                            |  |    | 69 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Statements to Trustees and Trust                                                        |  |    | 70 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Evidence as to Compliance                                                               |  |    | 70 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Changes to Servicer; Servicer
    Indemnification and Proceedings                       |  |    | 71 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Servicer Default                                                                        |  |    | 72 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Rights Upon Servicer Default                                                            |  |    | 73 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Waiver of Past Defaults of Servicer                                                     |  |    | 73 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Changes to Trust Administrator;
    Trust Administrator Indemnification and Proceedings |  |    | 74 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Trust Administrator Default                                                             |  |    | 75 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Rights Upon Trust Administrator
    Default                                             |  |    | 76 | 




iv



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##### Table of Contents






|                                                            |                                                                               |  |     |     | 
|----------------------------------------------------------- | ----------------------------------------------------------------------------- |  | --- | --- | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Waiver of Past Defaults of
    Trust Administrator                            |  |     | 76  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Amendment                                                                     |  |     | 76  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Insolvency Events                                                             |  |     | 77  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Certificateholder Liability;
    Indemnification                              |  |     | 78  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Termination                                                                   |  |     | 79  | 
|                                                           
|                                                           
|                                                           
|                                                           
|LEGAL ASPECTS OF THE SECURED NOTES AND
    THE LEASE ASSETS |                                                                               |  | 80  |    
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Security Interest in the Secured Notes and
    the Leases and Leased Vehicles |  |     | 80  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Repossession of Leased Vehicles                                               |  |     | 82  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Deficiency Judgments and Excess Proceeds                                      |  |     | 83  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Consumer Protection Laws                                                      |  |     | 83  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Other Limitations                                                             |  |     | 84  | 
|                                                           
|                                                           
|                                                           
|                                                           
|BANKRUPTCY ASPECTS OF THE SECURED NOTES                     |                                                                               |  | 84  |    
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Bankruptcy of the Trust                                                       |  |     | 84  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Payments on the Notes and Certificates                                        |  |     | 86  | 
|                                                           
|                                                           
|                                                           
|                                                           
|FEDERAL INCOME TAX CONSEQUENCES                             |                                                                               |  | 87  |    
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Qualifications on Opinion of Tax Counsel                                      |  |     | 87  | 
|                                                           
|                                                           
|                                                           
|                                                           
|COLT                                                        |                                                                               |  | 88  |    
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | The Notes                                                                     |  |     | 88  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Trust Certificates                                                            |  |     | 92  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Partnership Certificates                                                      |  |     | 96  | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Tax Non-Entity Certificates                                                   |  |     | 101 | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Tax Shelter Disclosure and Investor List
    Requirements                     |  |     | 101 | 
|                                                           
|                                                           
|                                                           
|                                                           
|STATE AND LOCAL TAX CONSEQUENCES                            |                                                                               |  | 102 |    
|                                                           
|                                                           
|                                                           
|                                                           
|ERISA CONSIDERATIONS                                        |                                                                               |  | 102 |    
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Exemption Applicable to Debt
    Instruments                                  |  |     | 103 | 
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Underwriters Exemption                                                       |  |     | 103 | 
|                                                           
|                                                           
|                                                           
|                                                           
|PLAN OF DISTRIBUTION                                        |                                                                               |  | 108 |    
|                                                           
|                                                           
|                                                           
|                                                           
|LEGAL OPINIONS                                              |                                                                               |  | 109 |    
|                                                           
|                                                           
|                                                           
|                                                           
|WHERE YOU CAN FIND MORE INFORMATION                         |                                                                               |  | 109 |    
|                                                           
|                                                           
|                                                           
|                                                           
|INCORPORATION BY REFERENCE                                  |                                                                               |  | 110 |    
|                                                           
|                                                           
|                                                           
|                                                           
|GLOSSARY OF TERMS TO PROSPECTUS                             |                                                                               |  | 111 |    






v



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##### Table of Contents






SUMMARY OF TRANSACTION PARTIES*





S-1



---



##### Table of Contents



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] General Motors
automobiles and light duty trucks 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.
 GMAC 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 GMAC 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.GMAC 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
GMAC. GMAC 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], GMAC 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 GMAC. 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 GMAC. 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, GMAC
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 perfected, first priority 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



---



##### Table of Contents



SUMMARY
  THE PARTIES
 Sponsor
 General Motors Acceptance
Corporation,or GMAC, 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, Inc., or
CARI,will be the depositor to the issuing
entity.
 Servicer, Trust Administrator
and Titling Agent
 GMAC 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 GMAC
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
 Semperian, Inc., a wholly-owned
subsidiary of GMAC, will be a sub-servicer providing collection
and administrative services for GMAC 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
GMAC.
 COLT
 As described under
Overview,COLT will acquire the 20 -SN pool
from GMAC 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


S-3



---



##### Table of Contents



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 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.]


S-4



---



##### Table of Contents




    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;(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 trust 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 PROPERTY
 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 GMAC or its subsidiaries under
special incentive rate financing programs. GMAC 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 GMAC  
Servicing Procedures.
   
    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;


S-5



---



##### Table of Contents




    any proceeds from recourse against dealers on the lease
    assets; and
    the reserve account. The issuing entity property 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 $.
 The aggregate ABS Value of the lease
assets as of the [initial] cut-off date was $.
 [Depositor Repurchase Option
 The depositor has a one-time option
to purchase secured notes in an amount no greater than 5.00% of
the initial aggregate secured notes principal balance.]
 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 COLT, LLC.
 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.


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[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 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.
 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;


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(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 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.  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


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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;(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, 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 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 10% or less of the initial aggregate
ABS Value of the lease assets, the trust administrator may
purchase all of the secured notes. If the trust administrator
purchases the secured notes, the outstanding notes [and
certificates], if any, will be redeemed at a price equal to
their remaining principal balance, plus accrued and unpaid
interest thereon.
 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
 GMAC will service the lease
assets. COLT, as owner of the leases and sole beneficial
owner of the related leased vehicles, will pay monthly to GMAC,
as servicer, a basic serving fee equal to 1% 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.]
 GMAC will act as the trust
administrator for the issuing entity. The issuing entity will
pay GMAC 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
   
    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 will not issue the notes offered
by this prospectus supplement and the accompanying prospectus
unless at least one of [Standard & Poors Ratings
Services,] [Moodys Investors Service, Inc.] [, Fitch Ratings] [and Dominion Bond Rating
Services] rates the notes as follows:
 
    The Class A Notes in the highest rating category for
    long-term obligations (i.e., AAA);
    The Class B Notes in the A category for
    long-term obligations or its equivalent; and
    The Class C Notes in the BBB category for
    long-term obligations or its equivalent. Neither the depositor nor any other
party to the transaction is under any obligation to monitor the
ratings of the notes.
 
 RISK FACTORS
 Before making an investment decision,
you should consider carefully the factors that are set forth in
Risk Factorsbeginning on page S-[12] of
this prospectus supplement and page [1] of the accompanying
prospectus.


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RECENT DEVELOPMENTS





8-K





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RISK FACTORS






|                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 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 all classes of 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                              |  | 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 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.                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                             
|Holders of the Class B Notes and the Class C
    Notes May Suffer Losses Because They Have Limited Control
    Over Actions of the Trust and Conflicts Between Classes of Notes
    May Occur |  | The most senior outstanding class of notes will be the
    controlling class under the CARAT indenture. Thus,
    while any Class A Notes are outstanding, they will be the
    controlling class. Thereafter, as long as only Class B
    Notes and Class C Notes are outstanding, the Class B
    Notes will be the controlling class. Only thereafter will the
    Class C Notes be the controlling class.                                             
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | The rights of the controlling class will include the following:.                                                                                                                                                                                                                                                                                                                                                                                            



| |   |                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | following an event of default under the CARAT indenture, to
    direct the CARAT indenture trustee to exercise one or more of
    the remedies specified in the CARAT indenture relating to the
    property of the Trust, including a sale of the secured notes;.
|
| |  | following a trust administrator default, to waive the trust
    administrator default or to terminate the trust administrator;.                                                                                                                                   
|
| |  | to remove the CARAT indenture trustee and appoint a successor;
    and.                                                                                                                                                                                           
|
| |  | to consent to specified types of amendments to the CARAT
    indenture and the transfer and servicing agreements for the
    Trust.                                                                                                                               



| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | In exercising any rights or remedies under the CARAT indenture,
    the controlling class may act solely in its own interests.
    Therefore, holders of notes that are subordinated to the
    controlling class will not be able to participate in determining
    any actions to take that are within the purview of the
    controlling class, and the controlling class could take actions
    that will adversely affect the subordinate classes.
|
| |  | Furthermore, the Trusts failure to make a timely payment
    of interest will constitute an event of default under the CARAT
    indenture only if the failure relates to the controlling class.                                                                                                                                                                                                                                                      

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|                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 Trust 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 Trust 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 Trust under the interest rate swaps.
    COLT expects, but does not guarantee, that the principal portion
    of the monthly lease payments and the net proceeds 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.
|                                                                                                                                                             
|                                                                                                                                                              |  | GMACs losses on lease assets are a function of the amount
    of leases that default and the relationship between the lease
    residual and the net sale proceeds received for the leased
    vehicle upon its sale. For a description of how GMAC sets
    residual values, see Description of Auto Lease Business
    of GMAC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 originating dealer is
    likely to purchase the leased vehicle rather than return it to
    GMAC. 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 GMAC, 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 offered notes, the secured notes and the lease assets will
    not be insured or guaranteed by GMAC, CARI, the Trust, the CARAT
    owner trustee, the CARAT indenture trustee, COLT, COLT, LLC,
    VAULT, the COLT owner trustee, the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|                                                                                                                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                          |  | 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 Trust will not make payments of
    principal on the notes. Instead, the Trust will purchase
    additional secured notes from the depositor. These secured notes
    will be secured by additional lease assets sold by GMAC 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 GMAC 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 Trust. If the Trust 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 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 GMAC, as Pull Ahead Agent, Offers a Pull
    Ahead Program, You Must Rely on the Pull Ahead Agent to Deposit
    Pull Ahead Payments |  | Under a pull ahead program, General Motors or GMAC, 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
    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

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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 Trust 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 Trust 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 GMAC becomes bankrupt or insolvent, the ability of the Trust
    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 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, GMAC 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, GMAC,
    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 GMAC 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

S-16



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##### Table of Contents



|                                                                 |  |                                                                                                                     
|---------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------
|                                                                 |  | GMAC 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.                                                                                                                                                                                                                                                                                                                               
|
| |  | GMAC or the depositor being required to repurchase secured notes
    from the Trust or GMAC 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 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. GMAC may
    also be required to repurchase lease assets from COLT in
    specified circumstances. In addition, the trust administrator
    has the option to purchase all remaining secured notes from the
    Trust after the aggregate ABS Value of the lease assets declines
    to 10% or less of the initial                                                                                                                                                                                                                   

S-17



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##### Table of Contents



|                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                               |  | aggregate ABS Value of the lease assets as of the last day of
    any related collection period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                              
|                                                                                                                                                                               |  | Each early lease termination or repurchase of the secured 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 Trust 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.
|                                                                                                                                                                              
|Failure by the Swap Counterparty to Make Payments to the
    Trust 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 Trust 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 Trust,
    the Trust 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

S-18



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##### Table of Contents





|                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                             |  | If the floating rate payable by the swap counterparty is less
    than the fixed rate payable by the Trust, the Trust will be
    obligated to make payments to the swap counterparty. The swap
    counterparty will have a claim on the assets of the Trust 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 Trust,
    a termination payment may be due to the swap counterparty.
    Termination payments to the swap counterparty would be made by
    the Trust 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 Trust 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                     ,                     ,                     ,                     ,
    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.                                                                                                                                                                                                                                                                                                        

S-19



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##### Table of Contents





|                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                       |  | In addition, GMAC 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                      
|Used Car Market and Other Factors May Increase the Risk of
    Loss on Your Securities |  | The used car market is affected by supply and demand, consumer
    tastes, economic factors and manufacturer decisions on pricing
    and incentives offered for the purchase of new car and light
    duty truck models. For instance, introduction of a new model by
    General Motors or its affiliates may impact the resale value of
    the existing portfolio of similar model types. Other economic
    factors that are beyond the control of GMAC, the Trust, CARI,
    the Servicer, COLT and the trust administrator could also have a
    negative impact on the resale value of a vehicle.                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                      
|The Ratings of the Notes May be Revised or Withdrawn                                   |  | The notes will be issued only if they receive the required
    ratings. A rating is not a recommendation to buy, sell or hold
    the notes. The ratings may be revised or withdrawn at any time.
    The rating considers only the likelihood that the Trust will pay
    interest on time and will ultimately pay principal in full.
    Ratings on the notes do not address the timing of distributions
    of principal on the notes prior to their applicable final
    scheduled distribution date, nor do ratings consider the prices
    of securities or their suitability for a particular investor.
    Although the notes will be issued only if they receive the
    required ratings, a rating may be revised or withdrawn at any
    time after the notes are issued if the rating agency believes
    that circumstances have changed. If a rating agency changes its
    rating on your notes, no one has an obligation to provide
    additional credit enhancement or restore the original rating.

S-20



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##### Table of Contents






AFFILIATIONS AND RELATIONSHIPS AMONG TRANSACTION PARTIES












S-21



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##### Table of Contents






THE TRUST


20-SN






| |   |                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------
| |  | acquire, hold and manage the secured notes and other assets of
    the Trust;                                    
|
| |  | issue securities;                                                                                                
|
| |  | make payments on the securities; and                                                                             
|
| |  | take any action necessary to fulfill the role of the Trust in
    connection with the notes and the certificates.

The CARAT Owner
Trustee and the COLT Owner Trustee





Capitalization of the Trust




|                                  |                                  |   |   |  | 
|--------------------------------- | -------------------------------- | - | - |  | 
|                                 
|                                 
|                                 
|                                 
|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 Trust Capitalization       |   | $ |  | 
|                                  |                                  |   |  
|COLT Overcollateralization Amount |                                  |   |   | 
|                                  |                                  |   |  
|                                  | Total Transaction Capitalization |   | $ |  | 
|                                  |                                  |   |  

A-1 A-2c A-3c


S-22



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##### Table of Contents






The CARAT Owner Trustee and the COLT Owner Trustee









THE LEASE ASSETS AND THE SECURED NOTES





Criteria Applicable to the Selection of [Initial] Lease
Assets






| |   |                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 GMAC 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 [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;
|
| |  | 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;                                                                                                        

S-23



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##### Table of Contents





| |   |                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------
| |  | the lease and the related leased vehicle are legally assigned to
    the purchaser;                             
|
| |  | the lease was originated in the United States; and                                                              
|
| |  | the lessee is required to pay all costs relating to taxes,
    insurance and maintenance for the leased vehicle.

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







Characteristics of [Initial] Lease Assets


Lease Residual Adjusted MSRP MSRP ALG Residual




S-24



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##### Table of Contents








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             |  | [       |               | ] |         |   |  |         |  |   |  |  
|                                      
|                                      
|                                      
|                                      
|Weighted Average FICO Score            |  | [       | Not available | ] |         |   |  |         |  |   |  |  
|                                      
|                                      
|                                      
|                                      
|FICO Score Range                       |  | [       | Not available | ] |         |   |  |         |  |   |  |  
|                                      
|                                      
|                                      
|                                      
|Cut-Off Date                           |  | [       |               | ] |         |   |  |         |  |   |  |  






Distribution of [Initial] Lease Assets by Original Term


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




Distribution of [Initial] Lease Assets by Remaining Lease
Term




|                              |  |          |  |            |              |  |   |           |  |   |              |  |  |                |   |  |  |  |   | 
|----------------------------- |  | -------- |  | ---------- | ------------ |  | - | --------- |  | - | ------------ |  |  | -------------- | - |  |  |  | - | 
|                              |  |          |  | Percentage |              |  |   |           |  |   |             
|                              |  | Number   |  |            | of Total     |  |   | Aggregate |  |   | Percentage   |  |  | Lease Residual |  
|Scheduled                     |  | of Lease |  |            | Number of    |  |   | ABS       |  |   | of Aggregate |  |  | as a % of      |  
|Lease End Date                |  | Assets   |  |            | Lease Assets |  |   | Value     |  |   | ABS Value    |  |  | Adjusted MSRP  |  
|                              |  |          |  |            |              |  |   |           |  |   |              |  |  |                |  
|[Month, Year]  [Month, Year] |  |          |  |            |              |  | % |           |  | $ |              |  |  |                | % |  |  |  | % | 
|                             
|                             
|                             
|                             
|[Month, Year]  [Month, Year] |  |          |  |            |              |  | % |           |  | $ |              |  |  |                | % |  |  |  | % | 
|                             
|                             
|                             
|                             
|[Month, Year]  [Month, Year] |  |          |  |            |              |  | % |           |  | $ |              |  |  |                | % |  |  |  | % | 

S-25



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##### Table of Contents



|                              |       |          |  |            |              |  |   |           |  |   |              |  |  |                |   |   |  |  |   |  | 
|----------------------------- | ----- | -------- |  | ---------- | ------------ |  | - | --------- |  | - | ------------ |  |  | -------------- | - | - |  |  | - |  | 
|                              |       |          |  | Percentage |              |  |   |           |  |   |             
|                              |       | Number   |  |            | of Total     |  |   | Aggregate |  |   | Percentage   |  |  | Lease Residual |  
|Scheduled                     |       | of Lease |  |            | Number of    |  |   | ABS       |  |   | of Aggregate |  |  | as a % of      |  
|Lease End Date                |       | Assets   |  |            | Lease Assets |  |   | Value     |  |   | ABS Value    |  |  | 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] |       |          |  |            |              |  | % |           |  | $ |              |  |  |                | % |   |  |  | % | 
|                              |       |          |  |            |              |  |   |           |  |   |              |  |  |                |  
|                              | Total |          |  |            |              |  |   | %         |  |   | $            |  |  |                |   | % |  |  |   |  | 
|                              |       |          |  |            |              |  |   |           |  |   |              |  |  |                |  




Distribution of [Initial] Lease Assets by State




|                     |  |          |  |            |              |  |   |           |  |   |              |  |  |  |   | 
|-------------------- |  | -------- |  | ---------- | ------------ |  | - | --------- |  | - | ------------ |  |  |  | - | 
|                     |  |          |  | Percentage |              |  |   |           | 
|                     |  | Number   |  |            | of Total     |  |   | Aggregate |  |   | Percentage   | 
|                     |  | of Lease |  |            | Number of    |  |   | ABS       |  |   | of Aggregate | 
|State of Origination |  | Assets   |  |            | Lease Assets |  |   | Value     |  |   | ABS Value    | 
|                     |  |          |  |            |              |  |   |           |  |   |              | 
|                     |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                    
|                    
|                    
|                    
|                     |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                    
|                    
|                    
|                    
|                     |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                    
|                    
|                    
|                    
|                     |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                    
|                    
|                    
|                    
|                     |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                    
|                    
|                    
|                    
|                     |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                    
|                    
|                    
|                    
|                     |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                     |  |          |  |            |              |  |   |           |  |   |              | 
|Total                |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                     |  |          |  |            |              |  |   |           |  |   |              | 

S-26



---



##### Table of Contents



[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.]





Distribution of [Initial] Lease Assets by Vehicle Make




|                          |  |          |  |            |              |  |   |           |  |   |              |  |  |  |   | 
|------------------------- |  | -------- |  | ---------- | ------------ |  | - | --------- |  | - | ------------ |  |  |  | - | 
|                          |  |          |  | Percentage |              |  |   |           | 
|                          |  | Number   |  |            | of Total     |  |   | Aggregate |  |   | Percentage   | 
|                          |  | of Lease |  |            | Number of    |  |   | ABS       |  |   | of Aggregate | 
|Breakdown by Vehicle Make |  | Assets   |  |            | Lease Assets |  |   | Value     |  |   | ABS Value    | 
|                          |  |          |  |            |              |  |   |           |  |   |              | 
|                          |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                         
|                         
|                         
|                         
|                          |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                         
|                         
|                         
|                         
|                          |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                         
|                         
|                         
|                         
|                          |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                         
|                         
|                         
|                         
|                          |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                         
|                         
|                         
|                         
|                          |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                         
|                         
|                         
|                         
|                          |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                          |  |          |  |            |              |  |   |           |  |   |              | 
|Total                     |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|                          |  |          |  |            |              |  |   |           |  |   |              | 




Distribution of [Initial] Lease Assets by Model




|      |  |          |  |            |              |  |   |           |  |   |              |  |  |  |   | 
|----- |  | -------- |  | ---------- | ------------ |  | - | --------- |  | - | ------------ |  |  |  | - | 
|      |  |          |  | Percentage |              |  |   |           | 
|      |  | Number   |  |            | of Total     |  |   | Aggregate |  |   | Percentage   | 
|      |  | of Lease |  |            | Number of    |  |   | ABS       |  |   | of Aggregate | 
|Model |  | Assets   |  |            | Lease Assets |  |   | Value     |  |   | ABS Value    | 
|      |  |          |  |            |              |  |   |           |  |   |              | 
|      |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|     
|     
|     
|     
|      |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|     
|     
|     
|     
|      |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|     
|     
|     
|     
|      |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|     
|     
|     
|     
|      |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|     
|     
|     
|     
|      |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|     
|     
|     
|     
|      |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|      |  |          |  |            |              |  |   |           |  |   |              | 
|Total |  |          |  |            |              |  | % |           |  | $ |              |  |  |  | % | 
|      |  |          |  |            |              |  |   |           |  |   |              | 

S-27



---



##### Table of Contents






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


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




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






| |   |                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 GMAC 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
    the purchaser;                                                                                                                             
|
| |  | the lease was originated in the United States;                                                                                                                                                                  

S-28



---



##### Table of Contents





| |   |                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------
| |  | the 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]                                               






Terms of the Secured Notes






| |   |                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 of
    [          ]%,
    which is [describe relationship to blended rate on offered
    notes].                                                



S-29



---



##### Table of Contents






GMAC AUTO LEASING





Delinquency, Repossession and Credit and Residual Loss Data
on GMAC Lease Assets






| |   |                            
| | - | ---------------------------
| |  | delinquencies;             
|
| |  | repossessions; and         
|
| |  | credit and residual losses.





| |   |                                                      
| | - | -----------------------------------------------------
| |  | 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.      









S-30



---



##### Table of Contents



GMAC SmartLease Portfolio


Retail Vehicle Lease Delinquency Information


($ in Thousands)




|                                                             |                 |              |  |                        |          |  |  |    |  |  |    |  |   |    |  |  |    |  |  |  |   |  |  |  |  
|------------------------------------------------------------ | --------------- | ------------ |  | ---------------------- | -------- |  |  | -- |  |  | -- |  | - | -- |  |  | -- |  |  |  | - |  |  |  | -
|                                                             |                 |              |  | At or For the   Months |         
|                                                             |                 | Months Ended |  |                        | Ended  , | 
|                                                             |                 |              |  |                        |          | 
|Leases                                                       |                 | 20           |  |                        | 20       |  |  | 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 |              |  |                        |          |  |  |    |  |  |    |  | % |    |  |  | %  |  |  |  | % |  |  |  | %



S-31



---



##### Table of Contents



GMAC SmartLease Portfolio


Default and Loss Experience


($ in Thousands)




|                                                                                                                                                                 |  |              |  |                        |          |  |  |      |  |   |      |   |  |      |  |   |  |   |  |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | ---------------------- | -------- |  |  | ---- |  | - | ---- | - |  | ---- |  | - |  | - |  | -
|                                                                                                                                                                 |  |              |  | At or for the   Months |         
|                                                                                                                                                                 |  | Months Ended |  |                        | Ended  , | 
|                                                                                                                                                                 |  |              |  |                        |          | 
|                                                                                                                                                                 |  | 20           |  |                        | 20       |  |  | 2004 |  |   | 2003 |   |  | 2002 | 
|                                                                                                                                                                 |  |              |  |                        |          |  |  |      |  |   |      |   |  |      | 
|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 |  |              |  |                        |          |  |  |      |  |   |      | % |  |      |  | % |  |   |  | %

S-32



---



##### Table of Contents






Residual Value Loss Experience


Return Experience


GMAC SmartLease Portfolio


Vehicle Return Experience


Residual ValuesDetermination of Residual
Value.


|                                                                                      |  |              |  |                        |          |  |  |    |  |   |    |   |  |    |  |   |    |   |  |   |  |   |  |  
|------------------------------------------------------------------------------------- |  | ------------ |  | ---------------------- | -------- |  |  | -- |  | - | -- | - |  | -- |  | - | -- | - |  | - |  | - |  | -
|                                                                                      |  |              |  | At or For the   Months |         
|                                                                                      |  | Months Ended |  |                        | Ended  , | 
|                                                                                      |  |              |  |                        |          | 
|                                                                                      |  | 20           |  |                        | 20       |  |  | 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                   |  |              |  |                        |          |  |  |    |  |   |    | % |  |    |  | % |    |   |  | % |  |   |  | %

S-33



---



##### Table of Contents



|                                                                                      |  |              |  |                        |          |  |  |    |  |   |    |  |  |    |  |   |    |   |  |   |  |   |  |  
|------------------------------------------------------------------------------------- |  | ------------ |  | ---------------------- | -------- |  |  | -- |  | - | -- |  |  | -- |  | - | -- | - |  | - |  | - |  | -
|                                                                                      |  |              |  | At or For the   Months |         
|                                                                                      |  | Months Ended |  |                        | Ended  , | 
|                                                                                      |  |              |  |                        |          | 
|                                                                                      |  | 20           |  |                        | 20       |  |  | 20 |  |   | 20 |  |  | 20 |  |   | 20 |  
|                                                                                      |  |              |  |                        |          |  |  |    |  |   |    |  |  |    |  |   |    |  
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|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 |  |              |  |                        |          |  |  |    |  |   |    |  |  |    |  | % |    |   |  | % |  |   |  | %




RESIDUAL VALUES





Determination of Residual Value


(ALG Description of Auto Lease Business of
GMACDetermination of Residual Value







Pull Ahead Programs


Pull Ahead
Agent


S-34



---



##### Table of Contents





The Transfer and Servicing Agreements Servicer
Default


S-35



---



##### Table of Contents






Pull Ahead Experience




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




STATIC POOL DATA







WEIGHTED AVERAGE LIFE OF THE OFFERED NOTES






ABS,


S-36



---



##### Table of Contents



100%
Prepayment Assumption,




| |                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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                                                                              
|
| | (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.



Percentage of
Initial Note Principal Balance Outstanding at Various ABS
Percentages


[initial] hypothetical pool of lease assets Schedule of Remaining Monthly Lease Payments
and Residual Values


subsequent hypothetical pool of lease
assets




S-37



---



##### Table of Contents







| |                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) as of the cut-off date, 12 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) except as indicated in the following tables, the Trust
    Administrator does not exercise its option to purchase the
    secured notes after the Aggregate ABS Value of the lease assets
    has declined to 10% or less of the initial Aggregate ABS Value
    of the lease assets [and the depositor does not exercise its 5%
    repurchase option];
|
| | (10) the closing date occurs
    on                      ,
    20     ;                                                                                                                                                                                                                                                                                     
|
| | (11) no [early amortization event or] event of default
    occurs under the CARAT Indenture or the COLT Indenture;                                                                                                                                                                                                                                          
|
| | [(12) during the revolving period, the Trust invests all amounts
    available in additional secured notes secured by additional
    lease assets;]                                                                                                                                                                                                         
|
| | [(13) there are no funds in the accumulation account at any
    time;]                                                                                                                                                                                                                                                                                      
|
| | (14) the initial Aggregate ABS Value of the lease assets as
    of the cut-off date is
    $          ,
    based on the Discount Rate
    of           %; and                                                                                                                                                                                              
|
| | (15) the offered 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.                      



Weighted Average Life of the
Securities


S-38



---



##### Table of Contents






Percentage of Initial Note Principal Balance Outstanding
at Various ABS Percentages




clean-up


S-39



---



##### Table of Contents






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


|                                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|--------------------------------- |  | --------------------- |  |  | --- |  |  | --- |  |  | ---- |  |  | ---- |  |  | ---- |  |  | ---- |  |  |  |  |  |  |  | 
|                                  |  | Prepayment Assumption | 
|                                  |  |                       | 
|Distribution Date                 |  | 0%                    |  |  | 50% |  |  | 75% |  |  | 100% |  |  | 125% |  |  | 150% |  |  | 175% | 
|                                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      | 
|Closing Date                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2006                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2006                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2006                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2006                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2006                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2006                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2006                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2006                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|December 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|January 15, 2007                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2007                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2007                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2007                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2007                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2007                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2007                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2007                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2007                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|December 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|January 15, 2008                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2008                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2008                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2008                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2008                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2008                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2008                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2008                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2008                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2008                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2008                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|Weighted Average Life To Maturity |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|Weighted Average Life To Call     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 

S-40



---



##### Table of Contents






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


|                                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|--------------------------------- |  | --------------------- |  |  | --- |  |  | --- |  |  | ---- |  |  | ---- |  |  | ---- |  |  | ---- |  |  |  |  |  |  |  | 
|                                  |  | Prepayment Assumption | 
|                                  |  |                       | 
|Distribution Date                 |  | 0%                    |  |  | 50% |  |  | 75% |  |  | 100% |  |  | 125% |  |  | 150% |  |  | 175% | 
|                                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      | 
|Closing Date                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2006                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2006                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2006                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2006                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2006                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2006                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2006                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2006                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|December 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|January 15, 2007                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2007                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2007                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2007                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2007                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2007                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2007                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2007                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2007                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|December 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|January 15, 2008                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2008                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2008                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2008                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2008                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2008                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2008                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2008                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2008                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2008                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2008                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|Weighted Average Life To Maturity |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|Weighted Average Life To Call     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 

S-41



---



##### Table of Contents






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


|                                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|--------------------------------- |  | --------------------- |  |  | --- |  |  | --- |  |  | ---- |  |  | ---- |  |  | ---- |  |  | ---- |  |  |  |  |  |  |  | 
|                                  |  | Prepayment Assumption | 
|                                  |  |                       | 
|Distribution Date                 |  | 0%                    |  |  | 50% |  |  | 75% |  |  | 100% |  |  | 125% |  |  | 150% |  |  | 175% | 
|                                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      | 
|Closing Date                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2006                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2006                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2006                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2006                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2006                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2006                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2006                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2006                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|December 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|January 15, 2007                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2007                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2007                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2007                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2007                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2007                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2007                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2007                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2007                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|December 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|January 15, 2008                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2008                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2008                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2008                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2008                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2008                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2008                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2008                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2008                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2008                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2008                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|Weighted Average Life To Maturity |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|Weighted Average Life To Call     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 

S-42



---



##### Table of Contents






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


|                                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|--------------------------------- |  | --------------------- |  |  | --- |  |  | --- |  |  | ---- |  |  | ---- |  |  | ---- |  |  | ---- |  |  |  |  |  |  |  | 
|                                  |  | Prepayment Assumption | 
|                                  |  |                       | 
|Distribution Date                 |  | 0%                    |  |  | 50% |  |  | 75% |  |  | 100% |  |  | 125% |  |  | 150% |  |  | 175% | 
|                                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      | 
|Closing Date                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2006                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2006                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2006                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2006                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2006                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2006                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2006                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2006                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|December 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|January 15, 2007                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2007                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2007                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2007                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2007                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2007                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2007                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2007                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2007                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|December 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|January 15, 2008                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2008                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2008                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2008                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2008                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2008                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2008                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2008                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2008                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2008                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2008                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|Weighted Average Life To Maturity |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|Weighted Average Life To Call     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 

S-43



---



##### Table of Contents






Percentage of the Initial Principal Balance Outstanding
Class B Notes


|                                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|--------------------------------- |  | --------------------- |  |  | --- |  |  | --- |  |  | ---- |  |  | ---- |  |  | ---- |  |  | ---- |  |  |  |  |  |  |  | 
|                                  |  | Prepayment Assumption | 
|                                  |  |                       | 
|Distribution Date                 |  | 0%                    |  |  | 50% |  |  | 75% |  |  | 100% |  |  | 125% |  |  | 150% |  |  | 175% | 
|                                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      | 
|Closing Date                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2006                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2006                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2006                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2006                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2006                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2006                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2006                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2006                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|December 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|January 15, 2007                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2007                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2007                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2007                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2007                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2007                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2007                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2007                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2007                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|December 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|January 15, 2008                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2008                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2008                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2008                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2008                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2008                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2008                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2008                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2008                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2008                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2008                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|Weighted Average Life To Maturity |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|Weighted Average Life To Call     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 

S-44



---



##### Table of Contents






Percentage of the Initial Principal Balance Outstanding
Class C Notes


|                                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|--------------------------------- |  | --------------------- |  |  | --- |  |  | --- |  |  | ---- |  |  | ---- |  |  | ---- |  |  | ---- |  |  |  |  |  |  |  | 
|                                  |  | Prepayment Assumption | 
|                                  |  |                       | 
|Distribution Date                 |  | 0%                    |  |  | 50% |  |  | 75% |  |  | 100% |  |  | 125% |  |  | 150% |  |  | 175% | 
|                                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      | 
|Closing Date                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2006                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2006                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2006                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2006                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2006                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2006                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2006                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2006                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|December 15, 2006                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|January 15, 2007                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2007                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2007                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2007                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2007                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2007                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2007                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2007                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2007                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|December 15, 2007                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|January 15, 2008                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|February 15, 2008                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|March 15, 2008                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|April 15, 2008                    |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|May 15, 2008                      |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|June 15, 2008                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|July 15, 2008                     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|August 15, 2008                   |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|September 15, 2008                |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|October 15, 2008                  |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|November 15, 2008                 |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|Weighted Average Life To Maturity |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 
|                                 
|                                 
|                                 
|                                 
|Weighted Average Life To Call     |  |                       |  |  |     |  |  |     |  |  |      |  |  |      |  |  |      |  |  |      |  |  |  |  |  |  |  | 

S-45



---



##### Table of Contents






Schedule of Remaining Monthly Lease Payments and Residual
Values


|                  |  |                                            |  | 
|----------------- |  | ------------------------------------------ |  | 
|Collection Period |  | Monthly Lease Payments and Residual Values | 
|                  |  |                                            | 
|February 2006     |  |                                            |  | 
|                 
|                 
|                 
|                 
|March 2006        |  |                                            |  | 
|                 
|                 
|                 
|                 
|April 2006        |  |                                            |  | 
|                 
|                 
|                 
|                 
|May 2006          |  |                                            |  | 
|                 
|                 
|                 
|                 
|June 2006         |  |                                            |  | 
|                 
|                 
|                 
|                 
|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     |  |                                            |  | 




THE NOTES


The Notes


S-46



---



##### Table of Contents









A-1 A-2c A-3c


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




LIBOR







Payments of Interest




A-1 360-day


S-47



---



##### Table of Contents



A-1 360-day 30-day


The Transfer and Servicing
Agreements  Distributions on the Notes


The Notes The
CARAT Indenture CARAT Events of Default; Rights Upon CARAT
Event of Default


The
Transfer and Servicing Agreements Distributions on the
Notes Priorities for Distributions from CARAT Collection : Amortization Period 





Payments of Principal


Revolving Period. The Transfer and Servicing Agreements The
Revolving Period


Amortization Period.


S-48



---



##### Table of Contents







| |   |                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.                                                                                                                         








Redemption


Trust Administrator Purchase Option. The Transfer and Servicing Agreements
Termination Trust Administrator Purchase
Option.





Delivery of Notes


Book Entry Registration; Reports to
Securityholders Book-Entry Registration


S-49



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##### Table of Contents






Controlling Class


Controlling Class The Notes The CARAT Indenture
CARAT Event of Default; Rights Upon CARAT Event of Default The
Transfer and Servicing Agreements Trust Administrator
Default The Transfer and
Servicing AgreementsRights Upon Trust Administrator
Defaults Waiver of Past Defaults of
Trust Administrator





THE TRANSFER AND SERVICING AGREEMENTS


The Transfer and Servicing
Agreements The Transfer and
Servicing Agreements





Servicing and Administration Compensation and Payment of
Expenses


Compensation for Servicing the Lease Assets. Basic Servicing Fee, Additional Servicing
Fee,


S-50



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##### Table of Contents





The
Transfer and Servicing Agreement Servicing and
Administration Compensation and Payment of Expenses
Servicing of Underlying Leases and Leased Vehicles


Servicing of Liquidating Lease Assets. Description of the Auto Lease Business of GMAC


Compensation for Administering the Trust. The Transfer and Servicing Agreements Servicing
and Administration Compensation and Payment of Expenses
Administering the Trust





[The Revolving Period




The Lease Assets
and the Secured Notes Criteria Applicable to the Selection
of Additional Lease Assets During the Revolving Period.


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##### Table of Contents



10-D.




Distributions on the Notes.






| |   |                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | [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.                                                            



S-52



---



##### Table of Contents






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





S-53



---



##### Table of Contents






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





The Transfer and Servicing Agreements
Distributions on the Notes Priorities for Distributions
from CARAT Collection Account: Amortization Period


S-54



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##### Table of Contents






Distributions on the Secured Notes






Summary of Monthly Deposits to and
Withdrawals from COLT and CARAT Account S- S-


Determination of COLT Collections. COLT
Collections




| |                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) the Monthly Lease Payments received 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 since the preceding distribution date (or with respect
    to the first distribution date, since the cut-off date) with
    respect to any lease assets that became Pull Ahead Lease Assets
    during or prior to the related Collection Period;                                          
|
| | (3) all Warranty Purchase 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;                                                                                                                                                                                                                                                   

S-55



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##### Table of Contents





| |                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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; and
|
| | (11) 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.                                

Determination of Available Distribution Amount. Available Distribution Amount




| |                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.




| |                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.



S-56



---



##### Table of Contents



Monthly Withdrawals from and Deposits to the COLT Collection
Account.




| |   |                                                                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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                                                                                                                       
|
| |  | 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. Monthly
Withdrawals from and Deposits to the COLT Collection
Account




| |                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) to the Servicer, the Basic Servicing Fee and any unpaid
    Basic Servicing Fees from any preceding distribution date;                                                                                        
|
| | (2) to the Trust, 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;

S-57



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##### Table of Contents





| |                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) to the Trust, 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




Overcollateralization. Aggregate
Overcollateralization Amount




Reserve Account. Priorities for Distributions from the COLT
Collection Account Distributions on the Secured
Notes Monthly Withdrawals from and Deposits to the COLT
Collection Account


Reserve Account Required Amount




S-58



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##### Table of Contents





Subordination of Junior Note Classes. Distributions on the Notes Priorities for
Distributions from CARAT Collection Account: Revolving
Period Distributions on the
Notes Priorities for Distributions from CARAT Collection
Account: Amortization Period.


SummaryPriority of DistributionsCARAT
Distributions Distributions on
the Notes





Distributions on the Notes






Summary of Monthly Deposits to and
Withdrawals from COLT and CARAT Account S- S-


Determination of Available Amounts. Total
Available Amount




| |                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 Trust
    during the period from the last distribution date to but
    excluding the current distribution date;

S-59



---



##### Table of Contents





| |                                                                                                         
| | --------------------------------------------------------------------------------------------------------
| | (3) the amount, if any, paid by the swap counterparty to
    the Trust 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.




| |                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 Trust 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.                                                                       



Priorities for Distributions from CARAT
Collection Account : Revolving Period Priorities for Distributions from CARAT Collection
Account: Amortization Period




Priorities for Distributions from CARAT Collection Account:
Revolving Period.




| |                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) to the Trust Administrator, the administration fee
    for that distribution date and any unpaid administration fees
    from any preceding distribution date;

S-60



---



##### Table of Contents





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.




| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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

S-61



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##### Table of Contents



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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
    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.                                                                                                                                                                                                                                                                                                                                                                                                                                             

The
Notes Payments of Principal Amortization
Period.







Investment of Funds




S-62



---



##### Table of Contents







P-1









Interest Rate Swaps


General. primary swap 


S-63



---



##### Table of Contents





Primary Swaps.


Events of Default/ Termination Events.




| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Trust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 Trust under the CARAT Indenture
    after which the notes are declared due and payable or the CARAT
    indenture trustee sells the assets of the Trust or the
    occurrence of a bankruptcy related event of default with respect
    to the Trust 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 Trust 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.                                                                                                                                                                                                                                                                                                                                                            





| |   |                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------
| |  | 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; and
|
| |  | the occurrence of bankruptcy and insolvency events with respect
    to the swap counterparty.                       







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##### Table of Contents



Contingent Swap
Counterparty.




Amendments to Transaction Documents.


Contingent Swap Counterparty. contingent swap counterparty, designated event:




| |   |                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an event of default under the primary swap has occurred, the
    swap counterparty is the defaulting party and the Trust has
    declared a designated event;                               
|
| |  | 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 GMAC, and no
    appropriate arrangements, as described below, are made; and
|
| |  | the Trust receives notice from the swap counterparty that it
    will be unable to make a swap payment on the next distribution
    date.                                                   



Credit Downgrade. joint probability rating,


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##### Table of Contents









| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | post collateral or make other appropriate credit support
    arrangements; or                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | obtain a substitute swap counterparty to assume the rights and
    obligations of the swap counterparty under the primary swap or
    of the contingent swap counterparty under the contingent
    assignment agreement, in either case so that the substitution
    would be acceptable to the Trust, which acceptance is not to be
    unreasonably withheld, and would result in a joint probability
    of at least AA- by Standard & Poors
    and Aa3 by Moodys.





Back-to back-to back-to


back-to back-to back-to


S-66



---



##### Table of Contents



The Swap Counterparty The Swap
Counterparty




The Swap
Counterparty.





[Depositor Repurchase Option







Distribution of Assets Following Payment in Full of the
Securities







[THE INSURANCE POLICY AND THE NOTE INSURER]







CERTAIN FEES AND EXPENSES












S-67



---



##### Table of Contents



out-of The Transfer and Servicing Agreements Servicing
and Administration Compensation and Payment of Expense
Servicing of Liquidating Lease Assets.





ERISA CONSIDERATIONS


benefit plans, ERISA Considerations





Notes




(PTCE 96-23, in-house 95-60, 91-38, 90-1, 84-14,


S-68



---



##### Table of Contents







PTE 2000-58, 2002-41, 84-14; 96-23;







LEGAL PROCEEDINGS









FEDERAL INCOME TAX CONSEQUENCES




Federal Income Tax Consequences State and Local Tax Consequences


S-69



---



##### Table of Contents






UNDERWRITING







Aggregate Principal Amount to be Purchased


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



A-2a A-2b A-3a A-3b A-4 B-1 B-2


|                 |  |                    |   |  |             |  |   | 
|---------------- |  | ------------------ | - |  | ----------- |  | - | 
|                 |  | 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    |  |                    | % |  |             |  | % | 





S-70



---



##### Table of Contents

















|                                   |  |   |  |                            |  |  |  | 
|---------------------------------- |  | - |  | -------------------------- |  |  |  | 
|                                   |  |   |  | 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


2 3


S-71



---



##### Table of Contents








REPORTS AND ADDITIONAL INFORMATION


Book Entry Registration; Reports to
Securityholders Reports to Securityholders


10-K, 10-D, 8-K Where You Can Find More Information


S-72



---



##### Table of Contents






GLOSSARY OF TERMS TO PROSPECTUS SUPPLEMENT




ABS Value:




| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 GMAC has paid the
    Warranty Purchase 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 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, 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:


Additional Servicing Fee:


Administrative Purchase Payment:


Advance:


S-73



---



##### Table of Contents



Aggregate ABS Value:


Aggregate Class Interest Distributable
Amounts:


Aggregate Class A Interest Distributable
Amount: sum


Aggregate Class B Interest Distributable
Amount: sum


Aggregate Class C Interest Distributable
Amount: sum


Aggregate Noteholders Interest Distributable
Amount: sum


Aggregate Noteholders Principal Distributable
Amount:


Aggregate Noteholders Priority Principal
Distributable Amount:


Aggregate Overcollateralization Amount:


Aggregate Secured Note Interest Distributable
Amount:


ALG Residual:


Amortization Period:


Applicable Cut-off Date:


Applied Extended Lease Payment Amount:


S-74



---



##### Table of Contents



Applied Extended Leases:


Applied Payments Ahead:


Available Distribution Amount:


Basic Servicing Fee:


CARAT Collection Account Shortfall Amount: The Transfer and Servicing
Agreements Distributions on the Notes Priorities for
Distributions from CARAT Collection Account The Transfer and
Servicing Agreements Distributions on the Notes
Priorities for Distributions from CARAT Collection Account


CARAT Indenture:


CARAT Related Documents:


Class A Interest Carryover Shortfall: over The Transfer and Servicing
Agreements Distributions on the Notes Priorities for
Distributions from CARAT Collection Account.


Class A Notes: A-1 A-2 A-3 A-4


Class A-1
Notes:


Class A-2
Notes: A-2a A-2b A-2c


Class A-2a
Notes: A-2a


Class A-2b
Notes: A-2b


Class A-2c
Notes: A-2c


S-75



---



##### Table of Contents



Class A-3
Notes: A-3a A-3b A-3c


Class A-3a
Notes: A-3a


Class A-3b
Notes: -


Class A-3c
Notes: A-3c


Class A-4
Notes: -


Class B Interest Carryover Shortfall: over The Transfer and Servicing
Agreements Distributions on the Notes Priorities for
Distributions from CARAT Collection Account.


Class B Notes: B-1 B-2


Class B-1
Notes: B-1


Class B-2
Notes: B-2


Class C Interest Carryover Shortfall: over The Transfer and Servicing
Agreements Distributions on the Notes Priorities for
Distributions from CARAT Collection Account.


Class C Notes:


Collection Period:


COLT Collections:


COLT Custodian:


COLT Custodian Agreement:


COLT Indenture:


S-76



---



##### Table of Contents



COLT Overcollateralization Amount:


COLT Sale and Contribution Agreement:


COLT Servicing Agreement:


Controlling Class:


Cut-Off Date:


Discount Rate:


Distribution Dates:


Early Amortization Event: The Transfer and Servicing
Agreements The Revolving Period.


ERISA:


Excess Payment: over


Excluded Amounts:


Extended Lease:


Extended Lease Payments: minus


S-77



---



##### Table of Contents



Final Scheduled Distribution Date: A-2a A-2b A-3a A-3b A-4 B-1 B-2 A-1 A-2c A-3c


First Priority Principal Distributable
Amount: over


Fixed Rate Notes:


Floating Rate Notes:


Initial Cut-off Date:


Insurance Proceeds:


Lease:


Lease Asset:


Lease Residual:


LIBOR Business Day:


Liquidating Lease Asset:




| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.                           

S-78



---



##### Table of Contents



Monthly Lease Payment:


Monthly Payment Advance:


Monthly Remittance Condition:


Note Class Interest Distributable
Amount: product A-1 1 12 multiplied by A-1


Noteholders Interest Distributable
Amount:


Noteholders Regular Principal Distributable
Amount: 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, minusthe Aggregate
    Overcollateralization Amount.



S-79



---



##### Table of Contents



over


Offered Notes:


One-Month LIBOR:


Outstanding Advance: sum minus


Overdue Payment:


Payment Ahead Servicing Account:


Payments Ahead:


Pull Ahead Agent:


Pull Ahead Funding Agreement:


Pull Ahead Lease Asset:


Pull Ahead Payment:


Pull Ahead Program:


S-80



---



##### Table of Contents



Reference Bank Rate:


Reserve Account Available Amount:


Reserve Account Required Amount:


Revolving Period:


Residual Advance:


Sale Proceeds:




| |                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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

S-81



---



##### Table of Contents



| |                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.

Sales and Use Tax Amount:


Second Priority Principal Distributable
Amount: over


Secured Note Interest Distributable
Amount:




| |                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | (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: 1 12


Secured
Note Percentage:


Secured Note Principal Balance:


S-82



---



##### Table of Contents



Secured Note Principal Carryover
Shortfall: over


Secured Note Principal Distributable
Amount:




| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 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
    day of the related Collection Period minus the COLT
    Overcollateralization Amount.



Secured
Note Rate:


Servicer:


Stated Residual Value:


Subsequent Cut-off Date:


Subsequent Hypothetical Pool of Lease Assets:


Supplemental Servicing Fee:


Total Available Amount:


Transfer and Servicing Agreements:


Trust Administrator:


Trust Overcollateralization Amount:


S-83



---



##### Table of Contents



Unapplied Extended Lease Payment Amount:


Unapplied Extended Leases:


VAULT:


VAULT Trust Agreement:


VAULT Trustee:


Warranty Purchase Payment:


S-84



---



##### Table of Contents






APPENDIX A: STATIC POOL DATA




A-1



---



##### Table of Contents



CARAT 2005-SN1 PUBLIC OFFERING


|             |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           |                      |       |                   |                  |                     |           |  |              |   |  |  |   |  |  |   |  |  |   |  |  |  |  |  |  |  |  |  |  |  |  | 
|------------ |  | ---------- |  | ----------- | --------- |  | ---------- | -------------- | ----------------- | ------------ | ------------------ |  |  | -------------- | ----------------- |  | --------- | -------------------- | ----- | ----------------- | ---------------- | ------------------- | --------- |  | ------------ | - |  |  | - |  |  | - |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  | 
|             |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           |                      |       | Initial Aggregate |                 
|             |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           | Initial Aggregate    |       |                   | ABS Value of the |                    
|             |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           | Principal Balance of |       |                   | Series 2005-SN1  |                    
|             |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           | COLT 2005-SN1        |       |                   | Lease Assets=    |                    
|             |  |            |  |             |           |  |            | Secured Notes= |                   |              | $2,000,005,298.811 | 
|             |  |            |  | Delinquency |           |  |            |                | $1,970,002,649.40 |              |                    |  | 
|             |  |            |  |             |           |  |            |                |                   |              |                    | 
|             |  |            |  |             |           |  |            |                |                   |              |                    |  |  | Cumulative Net |                  
|             |  |            |  | 31-60 days  |           |  | 61-90 days |                |                   | Over 90 days |                    |  |  |                | Cumulative Net    |  |           | Losses (Gains) on    |      
|             |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                | Losses (Gains) on |  |           | Returned Vehicles    |      
|             |  |            |  | Number      |           |  |            |                | Number            |              |                    |  |  | Number         |                   |  |           |                      | Total |                   |                  | Early Term Defaults |           |  | Sold by GMAC |  
|             |  | Prepayment |  |             | of        |  |            |                |                   | of           |                    |  |  |                | of                |  |           |                      |       | Number of         |                  |                     |           |  |              |   | 
|Month        |  | Speeds     |  |             | Contracts |  |            | %              |                   |              | Contracts          |  |  | %              |                   |  | Contracts |                      |       | %                 |                  |                     | Contracts |  |              | $ |  |  | % |  |  | $ |  |  | % | 
|             |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           |                      |       |                   |                  |                     |           |  |              |   |  |  |   |  |  |   |  |  |   | 
|March-05     |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           |                      |       |                   |                  |                     |           |  |              |   |  |  |   |  |  |   |  |  |   |  |  |  |  |  |  |  |  |  |  |  |  | 
|            
|            
|            
|            
|April-05     |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           |                      |       |                   |                  |                     |           |  |              |   |  |  |   |  |  |   |  |  |   |  |  |  |  |  |  |  |  |  |  |  |  | 
|            
|            
|            
|            
|May-05       |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           |                      |       |                   |                  |                     |           |  |              |   |  |  |   |  |  |   |  |  |   |  |  |  |  |  |  |  |  |  |  |  |  | 
|            
|            
|            
|            
|June-05      |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           |                      |       |                   |                  |                     |           |  |              |   |  |  |   |  |  |   |  |  |   |  |  |  |  |  |  |  |  |  |  |  |  | 
|            
|            
|            
|            
|July-05      |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           |                      |       |                   |                  |                     |           |  |              |   |  |  |   |  |  |   |  |  |   |  |  |  |  |  |  |  |  |  |  |  |  | 
|            
|            
|            
|            
|August-05    |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           |                      |       |                   |                  |                     |           |  |              |   |  |  |   |  |  |   |  |  |   |  |  |  |  |  |  |  |  |  |  |  |  | 
|            
|            
|            
|            
|September-05 |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           |                      |       |                   |                  |                     |           |  |              |   |  |  |   |  |  |   |  |  |   |  |  |  |  |  |  |  |  |  |  |  |  | 
|            
|            
|            
|            
|October-05   |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           |                      |       |                   |                  |                     |           |  |              |   |  |  |   |  |  |   |  |  |   |  |  |  |  |  |  |  |  |  |  |  |  | 
|            
|            
|            
|            
|November-05  |  |            |  |             |           |  |            |                |                   |              |                    |  |  |                |                   |  |           |                      |       |                   |                  |                     |           |  |              |   |  |  |   |  |  |   |  |  |   |  |  |  |  |  |  |  |  |  |  |  |  | 



A-2



---



##### Table of Contents





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


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

A-3



---



##### Table of Contents



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


|                         |       |              |  |               |                 |  |           |       |  |               |           |  |                |               |  |  |  |  |  |  | 
|------------------------ | ----- | ------------ |  | ------------- | --------------- |  | --------- | ----- |  | ------------- | --------- |  | -------------- | ------------- |  |  |  |  |  |  | 
|                         |       |              |  | Percentage of |                 |  | Aggregate |       |  | Percentage of |           |  | Lease Residual |              
|                         |       | Number of    |  |               | Total Number of |  |           | ABS   |  |               | Aggregate |  |                | as of % of    | 
|Scheduled Lease End Date |       | Lease Assets |  |               | Lease Assets    |  |           | Value |  |               | ABS Value |  |                | 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 |              |  |               |                 |  |           |       |  |               |           |  |                |               |  |  |  |  |  |  | 
|                         |       |              |  |               |                 |  |           |       |  |               |           |  |                |               | 

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


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

A-4



---



##### Table of Contents



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


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

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


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

CARAT 2005-SN1: Servicer Advances


|           |       |          |  |         |          |  |  |  | 
|---------- | ----- | -------- |  | ------- | -------- |  |  |  | 
|           |       |          |  | Monthly |         
|           |       | Residual |  |         | Payment  | 
|Month      |       | Advances |  |         | Advances | 
|           |       |          |  |         |          | 
|March  05 |       |          |  |         |          |  |  | 
|          
|          
|          
|          
|April  05 |       |          |  |         |          |  |  | 
|          
|          
|          
|          
|May  05   |       |          |  |         |          |  |  | 
|          
|          
|          
|          
|Jun  05   |       |          |  |         |          |  |  | 
|          
|          
|          
|          
|Jul  05   |       |          |  |         |          |  |  | 
|          
|          
|          
|          
|Aug  05   |       |          |  |         |          |  |  | 
|          
|          
|          
|          
|Sep  05   |       |          |  |         |          |  |  | 
|          
|          
|          
|          
|Oct  05   |       |          |  |         |          |  |  | 
|          
|          
|          
|          
|Nov  05   |       |          |  |         |          |  |  | 
|           |       |          |  |         |          | 
|           | Total |          |  |         |          |  |  |  | 
|           |       |          |  |         |          | 

A-5



---



##### Table of Contents



CARAT 2005-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   |       |                     |  | 
|           |       |                     | 
|           | Total |                     |  |  | 
|           |       |                     | 

A-6



---



##### Table of Contents



VINTAGE ACQUISITION DATA


2001 VINTAGE ACQUISITION DATA




|        |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|------- |  | ------------ |  | ---------------------------------- | - |  | ---------------------------------- | - |  |  | - |  |  | - |  |  |  |  |  | 
|        |  |              |  | Initial Aggregate ABS Value of the |   |  | Initial Aggregate ABS Value of the |  
|        |  |              |  | Series 2001 Lease Assets =         |   |  | Series 2001 Lease Assets =         |  
|        |  |              |  | $9,436,307,776.96                  |   |  | $9,436,307,776.96                  |  
|        |  |              |  |                                    |   |  |                                    |  
|        |  |              |  | Cumulative Gross Losses (Gains)    |   |  | Cumulative Gross Losses (Gains)    |  
|        |  |              |  | on Early Term Defaults             |   |  | on Returned Vehicles Sold by GMAC  |  
|        |  | Total Number |  |                                    |   |  |                                    |   | 
|Quarter |  | of Contracts |  |                                    | $ |  |                                    | % |  |  | $ |  |  | % | 
|        |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   | 
|2001 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2001 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2001 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2001 Q4 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2002 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2002 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2002 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2002 Q4 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2003 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2003 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2003 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2003 Q4 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q4 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2005 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2005 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2005 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 



A-7



---



##### Table of Contents





2001 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                       |  |         |  |  |         |  |  |         |  |  |  | 

2001 Vintage Acquisitions: Initial Distribution of Lease
Assets by Original Lease Term


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

2001 Vintage Acquisitions: Initial Distribution of Lease
Assets by Remaining Lease Term


|                         |       |              |  |               |                 |  |           |       |  |               |           |  |                |               |  |  |  |  |  |  | 
|------------------------ | ----- | ------------ |  | ------------- | --------------- |  | --------- | ----- |  | ------------- | --------- |  | -------------- | ------------- |  |  |  |  |  |  | 
|                         |       |              |  | Percentage of |                 |  | Aggregate |       |  | Percentage of |           |  | Lease Residual |              
|                         |       | Number of    |  |               | Total Number of |  |           | ABS   |  |               | Aggregate |  |                | as of % of    | 
|Scheduled Lease End Date |       | Lease Assets |  |               | Lease Assets    |  |           | Value |  |               | ABS Value |  |                | Adjusted MSRP | 
|                         |       |              |  |               |                 |  |           |       |  |               |           |  |                |               | 
|Sep 2005  Nov 2005      |       |              |  |               |                 |  |           |       |  |               |           |  |                |               |  |  |  |  |  | 
|                        
|                        
|                        
|                        
|Dec 2005  Feb 2006      |       |              |  |               |                 |  |           |       |  |               |           |  |                |               |  |  |  |  |  | 
|                        
|                        
|                        
|                        
|Mar 2006  May 2006      |       |              |  |               |                 |  |           |       |  |               |           |  |                |               |  |  |  |  |  | 
|                        
|                        
|                        
|                        
|Jun 2006  Aug 2006      |       |              |  |               |                 |  |           |       |  |               |           |  |                |               |  |  |  |  |  | 
|                        
|                        
|                        
|                        
|Sep 2006  Nov 2006      |       |              |  |               |                 |  |           |       |  |               |           |  |                |               |  |  |  |  |  | 
|                         |       |              |  |               |                 |  |           |       |  |               |           |  |                |               | 
|                         | Total |              |  |               |                 |  |           |       |  |               |           |  |                |               |  |  |  |  |  |  | 
|                         |       |              |  |               |                 |  |           |       |  |               |           |  |                |               | 

A-8



---



##### Table of Contents



2001 Vintage Acquisitions: Initial Distribution of Lease
Assets by State


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

2001 Vintage Acquisitions: Initial Distribution of Lease
Assets by Vehicle Make


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

2001 Vintage Acquisitions: Initial Distribution of Lease
Assets by Model


|            |       |              |  |               |                 |  |  |           |               |  |           |  |  |  |  |  | 
|----------- | ----- | ------------ |  | ------------- | --------------- |  |  | --------- | ------------- |  | --------- |  |  |  |  |  | 
|            |       |              |  | Percentage of |                 |  |  |           | Percentage of | 
|            |       | Number of    |  |               | Total Number of |  |  | Aggregate |               |  | Aggregate | 
|Model       |       | Lease Assets |  |               | Lease Assets    |  |  | ABS Value |               |  | ABS Value | 
|            |       |              |  |               |                 |  |  |           |               |  |           | 
|Deville     |       |              |  |               |                 |  |  |           |               |  |           |  |  |  |  | 
|           
|           
|           
|           
|Blazer      |       |              |  |               |                 |  |  |           |               |  |           |  |  |  |  | 
|           
|           
|           
|           
|Trailblazer |       |              |  |               |                 |  |  |           |               |  |           |  |  |  |  | 
|           
|           
|           
|           
|Other       |       |              |  |               |                 |  |  |           |               |  |           |  |  |  |  | 
|            |       |              |  |               |                 |  |  |           |               |  |           | 
|            | Total |              |  |               |                 |  |  |           |               |  |           |  |  |  |  |  | 
|            |       |              |  |               |                 |  |  |           |               |  |           | 

A-9



---



##### Table of Contents



2001 Vintage Acquisitions: Pull Ahead Data


|             |  |       |  |                |          |  |  | 
|------------ |  | ----- |  | -------------- | -------- |  |  | 
|             |  |       |  | Average Waived |         
|Quarter      |  | Units |  |                | Payments | 
|             |  |       |  |                |          | 
|May - Jun 02 |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|3Q2002       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|4Q2002       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|1Q2003       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|2Q2003       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|3Q2003       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|4Q2003       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|1Q2004       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|2Q2004       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|3Q2004       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|4Q2004       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|1Q2005       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|2Q2005       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|3Q2005       |  |       |  |                |          |  |  | 

2002 VINTAGE ACQUISITION DATA




|        |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|------- |  | ------------ |  | ---------------------------------- | - |  | ---------------------------------- | - |  |  | - |  |  | - |  |  |  |  |  | 
|        |  |              |  | Initial Aggregate ABS Value of the |   |  | Initial Aggregate ABS Value of the |  
|        |  |              |  | Series 2002 Lease Assets =         |   |  | Series 2002 Lease Assets =         |  
|        |  |              |  | $9,152,543,887.80                  |   |  | $9,152,543,887.80                  |  
|        |  |              |  |                                    |   |  |                                    |  
|        |  |              |  | Cumulative Gross Losses (Gains)    |   |  | Cumulative Gross Losses (Gains)    |  
|        |  |              |  | on Early Term Defaults             |   |  | on Returned Vehicles Sold by GMAC  |  
|        |  | Total Number |  |                                    |   |  |                                    |   | 
|Quarter |  | of Contracts |  |                                    | $ |  |                                    | % |  |  | $ |  |  | % | 
|        |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   | 
|2002 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2002 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2002 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2002 Q4 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2003 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2003 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2003 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2003 Q4 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q4 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2005 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2005 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2005 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 



A-10



---



##### Table of Contents





2002 Vintage 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              |  |         | [Not available] |  |         |  |  |         |  |  |  | 
|                                        
|                                        
|                                        
|                                        
|FICO Score Range                         |  |         | [Not available] |  |         |  |  |         |  |  |  | 

2002 Vintage Acquisitions: Initial Distribution of Lease
Assets by Original Lease Term


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

2002 Vintage Acquisitions: Initial Distribution of Lease
Assets by Remaining Lease Term


|                         |       |              |  |               |              |  |  |           |               |  |           |                |  |               |  |  |  |  |  |  | 
|------------------------ | ----- | ------------ |  | ------------- | ------------ |  |  | --------- | ------------- |  | --------- | -------------- |  | ------------- |  |  |  |  |  |  | 
|                         |       |              |  | Percentage of |              |  |  |           |               |  |          
|                         |       |              |  | Total         |              |  |  |           | Percentage of |  |           | Lease Residual | 
|                         |       | Number of    |  |               | Number of    |  |  | Aggregate |               |  | Aggregate |                |  | as of % of    | 
|Scheduled Lease End Date |       | Lease Assets |  |               | Lease Assets |  |  | ABS Value |               |  | ABS Value |                |  | Adjusted MSRP | 
|                         |       |              |  |               |              |  |  |           |               |  |           |                |  |               | 
|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      |       |              |  |               |              |  |  |           |               |  |           |                |  |               |  |  |  |  |  | 
|                         |       |              |  |               |              |  |  |           |               |  |           |                |  |               | 
|                         | Total |              |  |               |              |  |  |           |               |  |           |                |  |               |  |  |  |  |  |  | 
|                         |       |              |  |               |              |  |  |           |               |  |           |                |  |               | 

A-11



---



##### Table of Contents



2002 Vintage Acquisitions: Initial Distribution of Lease
Assets by State


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

2002 Vintage Acquisitions: Initial Distribution of Lease
Assets by Vehicle Make


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

2002 Vintage Acquisitions: Initial Distribution of Lease
Assets by Model


|            |       |              |  |               |                 |  |  |           |               |  |           |  |  |  |  |  | 
|----------- | ----- | ------------ |  | ------------- | --------------- |  |  | --------- | ------------- |  | --------- |  |  |  |  |  | 
|            |       |              |  | Percentage of |                 |  |  |           | Percentage of | 
|            |       | Number of    |  |               | Total Number    |  |  | Aggregate |               |  | Aggregate | 
|Model       |       | Lease Assets |  |               | of Lease Assets |  |  | ABS Value |               |  | ABS Value | 
|            |       |              |  |               |                 |  |  |           |               |  |           | 
|Trailblazer |       |              |  |               |                 |  |  |           |               |  |           |  |  |  |  | 
|           
|           
|           
|           
|Deville     |       |              |  |               |                 |  |  |           |               |  |           |  |  |  |  | 
|           
|           
|           
|           
|Blazer      |       |              |  |               |                 |  |  |           |               |  |           |  |  |  |  | 
|           
|           
|           
|           
|Envoy       |       |              |  |               |                 |  |  |           |               |  |           |  |  |  |  | 
|           
|           
|           
|           
|Other       |       |              |  |               |                 |  |  |           |               |  |           |  |  |  |  | 
|            |       |              |  |               |                 |  |  |           |               |  |           | 
|            | Total |              |  |               |                 |  |  |           |               |  |           |  |  |  |  |  | 
|            |       |              |  |               |                 |  |  |           |               |  |           | 

A-12



---



##### Table of Contents



2002 Vintage Acquisitions: Pull Ahead Data


|             |  |       |  |                |          |  |  | 
|------------ |  | ----- |  | -------------- | -------- |  |  | 
|             |  |       |  | Average Waived |         
|Quarter      |  | Units |  |                | Payments | 
|             |  |       |  |                |          | 
|May - Jun 02 |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|3Q2002       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|4Q2002       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|1Q2003       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|2Q2003       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|3Q2003       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|4Q2003       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|1Q2004       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|2Q2004       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|3Q2004       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|4Q2004       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|1Q2005       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|2Q2005       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|3Q2005       |  |       |  |                |          |  |  | 

A-13



---



##### Table of Contents



2003 VINTAGE ACQUISITION DATA




|        |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|------- |  | ------------ |  | ---------------------------------- | - |  | ---------------------------------- | - |  |  | - |  |  | - |  |  |  |  |  | 
|        |  |              |  | Initial Aggregate ABS Value of the |   |  | Initial Aggregate ABS Value of the |  
|        |  |              |  | Series 2003 Lease Assets =         |   |  | Series 2003 Lease Assets =         |  
|        |  |              |  | $6,802,085,125.88                  |   |  | $6,802,085,125.88                  |  
|        |  |              |  |                                    |   |  |                                    |  
|        |  |              |  | Cumulative Gross Losses (Gains)    |   |  | Cumulative Gross Losses (Gains)    |  
|        |  |              |  | on Early Term Defaults             |   |  | on Returned Vehicles Sold by GMAC  |  
|        |  | Total Number |  |                                    |   |  |                                    |   | 
|Quarter |  | of Contracts |  |                                    | $ |  |                                    | % |  |  | $ |  |  | % | 
|        |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   | 
|2003 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2003 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2003 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2003 Q4 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q4 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2005 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2005 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2005 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 





2003 Vintage 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              |  |         | [Not available] |  |         |  |  |         |  |  |  | 
|                                        
|                                        
|                                        
|                                        
|FICO Score Range                         |  |         | [Not available] |  |         |  |  |         |  |  |  | 

A-14



---



##### Table of Contents



2003 Vintage Acquisitions: Initial Distribution of Lease
Assets by Original Lease Term


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

2003 Vintage Acquisitions: Initial Distribution of Lease
Assets by Remaining Lease Term


|                         |       |              |  |               |              |  |  |           |               |  |           |                   |  |                  |  |  |  |  |  |  | 
|------------------------ | ----- | ------------ |  | ------------- | ------------ |  |  | --------- | ------------- |  | --------- | ----------------- |  | ---------------- |  |  |  |  |  |  | 
|                         |       |              |  | Percentage of |              |  |  |           |               |  |          
|                         |       |              |  | Total         |              |  |  |           | Percentage of |  |           | Lease Residual as | 
|                         |       | Number of    |  |               | Number of    |  |  | Aggregate |               |  | Aggregate |                   |  | of % of Adjusted | 
|Scheduled Lease End Date |       | Lease Assets |  |               | Lease Assets |  |  | ABS Value |               |  | ABS Value |                   |  | MSRP             | 
|                         |       |              |  |               |              |  |  |           |               |  |           |                   |  |                  | 
|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      |       |              |  |               |              |  |  |           |               |  |           |                   |  |                  |  |  |  |  |  | 
|                         |       |              |  |               |              |  |  |           |               |  |           |                   |  |                  | 
|                         | Total |              |  |               |              |  |  |           |               |  |           |                   |  |                  |  |  |  |  |  |  | 
|                         |       |              |  |               |              |  |  |           |               |  |           |                   |  |                  | 

2003 Vintage Acquisitions: Initial Distribution of Lease
Assets by State


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

A-15



---



##### Table of Contents



2003 Vintage Acquisitions: Initial Distribution of Lease
Assets by Vehicle Make


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

2003 Vintage Acquisitions: Initial Distribution of Lease
Assets by Model


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

2003 Vintage Acquisitions: Pull Ahead Data


|             |  |       |  |                |          |  |  | 
|------------ |  | ----- |  | -------------- | -------- |  |  | 
|             |  |       |  | Average Waived |         
|Quarter      |  | Units |  |                | Payments | 
|             |  |       |  |                |          | 
|May - Jun 02 |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|3Q2002       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|4Q2002       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|1Q2003       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|2Q2003       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|3Q2003       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|4Q2003       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|1Q2004       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|2Q2004       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|3Q2004       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|4Q2004       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|1Q2005       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|2Q2005       |  |       |  |                |          |  |  | 
|            
|            
|            
|            
|3Q2005       |  |       |  |                |          |  |  | 

A-16



---



##### Table of Contents



2004 VINTAGE ACQUISITION DATA




|        |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|------- |  | ------------ |  | ---------------------------------- | - |  | ---------------------------------- | - |  |  | - |  |  | - |  |  |  |  |  | 
|        |  |              |  | Initial Aggregate ABS Value of the |   |  | Initial Aggregate ABS Value of the |  
|        |  |              |  | Series 2004 Lease Assets =         |   |  | Series 2004 Lease Assets =         |  
|        |  |              |  | $8,745,344,880.09                  |   |  | $8,745,344,880.09                  |  
|        |  |              |  |                                    |   |  |                                    |  
|        |  |              |  | Cumulative Gross Losses (Gains)    |   |  | Cumulative Gross Losses (Gains)    |  
|        |  |              |  | on Early Term Defaults             |   |  | on Returned Vehicles Sold by GMAC  |  
|        |  | Total Number |  |                                    |   |  |                                    |   | 
|Quarter |  | of Contracts |  |                                    | $ |  |                                    | % |  |  | $ |  |  | % | 
|        |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   | 
|2004 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2004 Q4 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2005 Q1 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2005 Q2 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 
|       
|       
|       
|       
|2005 Q3 |  |              |  |                                    |   |  |                                    |   |  |  |   |  |  |   |  |  |  |  |  | 





2004 Vintage 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                     |  |         | [Not available] |  |         |  |  |         |  |  |  | 
|                                               
|                                               
|                                               
|                                               
|FICO Score Range                                |  |         | [Not available] |  |         |  |  |         |  |  |  | 

A-17



---



##### Table of Contents



2004 Vintage Acquisitions: Initial Distribution of Lease
Assets by Original Lease Term


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

2004 Vintage Acquisitions: Initial Distribution of Lease
Assets by Remaining Lease Term


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

2004 Vintage Acquisitions: Initial Distribution of Lease
Assets by State


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

A-18



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##### Table of Contents



2004 Vintage Acquisitions: Initial Distribution of Lease
Assets by Vehicle Make


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

2004 Vintage Acquisitions: Initial Distribution of Lease
Assets by Model


|            |       |              |  |               |                 |  |           |       |  |               |           |  |  |  |   |   | 
|----------- | ----- | ------------ |  | ------------- | --------------- |  | --------- | ----- |  | ------------- | --------- |  |  |  | - | - | 
|            |       |              |  | Percentage of |                 |  | Aggregate |       |  | Percentage of |          
|            |       | Number of    |  |               | Total Number of |  |           | ABS   |  |               | Aggregate | 
|Model       |       | Lease Assets |  |               | Lease Assets    |  |           | Value |  |               | ABS Value | 
|            |       |              |  |               |                 |  |           |       |  |               |           | 
|Trailblazer |       |              |  |               |                 |  | %         |       |  |               |           |  |  |  | % |  
|           
|           
|           
|           
|CTS         |       |              |  |               |                 |  | %         |       |  |               |           |  |  |  | % |  
|           
|           
|           
|           
|Deville     |       |              |  |               |                 |  | %         |       |  |               |           |  |  |  | % |  
|           
|           
|           
|           
|Other       |       |              |  |               |                 |  | %         |       |  |               |           |  |  |  | % |  
|            |       |              |  |               |                 |  |           |       |  |               |           | 
|            | Total |              |  |               |                 |  |           | %     |  |               |           |  |  |  |   | % | 
|            |       |              |  |               |                 |  |           |       |  |               |           | 

2004 Vintage Acquisitions: Pull Ahead Data


|           |  |       |  |                |          |  |  | 
|---------- |  | ----- |  | -------------- | -------- |  |  | 
|           |  |       |  | Average Waived |         
|Quarter    |  | Units |  |                | Payments | 
|           |  |       |  |                |          | 
|May-Jun 02 |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|3Q2002     |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|4Q2002     |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|1Q2003     |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|2Q2003     |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|3Q2003     |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|4Q2003     |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|1Q2004     |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|2Q2004     |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|3Q2004     |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|4Q2004     |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|1Q2005     |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|2Q2005     |  |       |  |                |          |  |  | 
|          
|          
|          
|          
|3Q2005     |  |       |  |                |          |  |  | 

A-19



---



##### Table of Contents



|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, Inc.


Depositor


General Motors Acceptance Corporation


Sponsor and Servicer/ Trust Administrator




| |                                                                                           
| | ------------------------------------------------------------------------------------------
| | You should consider carefully the risk factors beginning on
    page 1 in this prospectus.



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, Inc., General Motors Acceptance
Corporation, Central Originating Lease Trust, Central
Originating Lease, LLC or any of their affiliates.




The
Issuing Entities




|  |                                                                                                                                                                                                                                                                                                                                                                                                            
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The depositor will form a new 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 leased
    vehicles and all moneys due on the secured notes on and after
    the closing date;                                                                                                                                                                                    
| 
| | 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 the issuing entity under the VAULT
    Trust Agreement (solely with respect to the vehicles that
    are included in the related lease assets), the Trust Sale
    and Administration Agreement, the COLT Indenture, the COLT Sale
    and Contribution Agreement, the COLT Custodian Agreement, the
    COLT Servicing Agreement and the other documents relating to the
    issuing entity; and
| 
| | the COLT reserve account and all proceeds thereof.                                                                                                                                                                                                                                                                                                                                                         

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.






---



##### Table of Contents






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 GMAC, the depositor,
    the Trust 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 the obligor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | (2) a
    subsequent purchaser of the leases, leased vehicles or secured
    notes;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | (3) a
    holder of a perfected security interest; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | (4) a
    person who became a lien creditor with respect to the leases,
    leased vehicles or secured notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | The Trust 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 Trust and the CARAT indenture trustee have a
    perfected security interest in the leases and leased vehicles,
    events could jeopardize the interest, such as:                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | (1) fraud
    or forgery by the vehicle owner;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | (2) negligence
    or fraud by the servicer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | (3) mistakes
    by governmental agencies; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | (4) liens
    for repairs or unpaid taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | GMAC, the depositor and the CARAT indenture trustee will file
    financing statements with respect to the secured notes sold to
    the Trust. The financing statements will perfect the security
    interest of the depositor, the Trust 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.

1



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##### Table of Contents





|                                                                                                                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                          |  | If any other party purchases or takes a security interest in the
    leases:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                         
|                                                                                                                                                          |  | (1) for
    value,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                         
|                                                                                                                                                          |  | (2) in
    the ordinary course of business and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                         
|                                                                                                                                                          |  | (3) without
    actual knowledge of the depositors, the Trusts or
    the CARAT indenture trustees interest, then, that
    purchaser or secured party will acquire an interest in the
    leases that is senior to the Trust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 or secured partys interest.                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                         
|New Car Incentive Purchase Programs, Price Reductions 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 tastes,
    economic factors, the introduction and pricing of new car models
    and other factors. Decisions by General Motors with respect to
    new vehicle production, pricing and incentives may affect used
    car prices, particularly those for the same or similar models. A
    decrease in the demand for used cars may impact the residual
    value and residual realization of the leased vehicles securing
    the secured notes. Decreases in the residual value of those
    vehicles may, in turn, reduce the incentive of obligors to
    purchase vehicles upon lease termination and may also decrease
    the residual realized by the Trust from vehicle repossessions
    and sales after lease termination.
|                                                                                                                                                         
|GMACs Bankruptcy Could Reduce or Delay Payments on the
    Securities                                                                                    |  | If GMAC 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 GMAC;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                         
|                                                                                                                                                          |  | (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 GMACs bankruptcy
    estate, you might experience reductions and/or delays in
    payments on your securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

2



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##### Table of Contents





|                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                               |  | 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, GMAC must
    repurchase the related lease asset unless the breach is cured.
    If GMAC 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                              
|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 Trust 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 Trust 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.
|                                                                                                                                                                                              
|GMAC, COLT and the Depositor Have Limited Obligations to the
    Trusts and They Will Not Make Payments on the Securities                                                                      |  | GMAC, 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, GMAC will make representations
    and warranties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                        |  | regarding the characteristics of the lease assets and the
    secured notes, and these representations and warranties will
    then be assigned to the Trust. If GMAC breaches the
    representations and warranties, it may be required to repurchase
    the applicable lease assets from COLT and any applicable secured
    notes from the Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                       
|                                                                                                        |  | If GMAC 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 Trust Are Limited and Are the Only
    Source of Payment for the Securities          |  | The Trust 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 are
    specified in the prospectus supplement for that Trust. The
    securities will only represent interests in the Trust from which
    they were issued. The securities will not be insured or
    guaranteed by GMAC, 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 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 Absence of a Liquid Market for the Securities Would Limit
    Your Ability to Resell the Securities |  | The securities will not be listed on any securities exchange.
    Therefore, in order to sell your securities, you will need to
    find a willing buyer. The underwriters may assist in the resale
    of securities, but they are not required to do so. A secondary
    market for any securities may not develop. The absence of a
    secondary market could limit your ability to sell your
    securities. If a secondary market does develop, it might not
    continue or it might not be sufficiently liquid to allow you to
    resell any of your securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 Trust 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 GMAC 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 GMAC. In
    addition, after a successor servicer is appointed, the successor
    servicer may experience some inefficiencies as a result of the
    transition. While GMAC is not permitted to resign or be
    terminated as Servicer until a replacement servicer is
    installed, if GMAC 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

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|                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                         |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                        
|The Ratings for the Securities are Limited in Scope, May Not
    Continue To Be Issued and Do Not Consider the Suitability of the
    Securities for You |  | The offered securities for each Trust will be issued only if
    they receive the required rating. 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 full
    distributions of the certificate balance. 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. If a rating
    agency changes its rating or withdraws its rating, no one has an
    obligation to provide additional credit enhancement or to
    restore the original rating. Neither GMAC nor any of its
    affiliates is under any obligation to monitor the ratings.

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THE TRUSTS





Formation of the Trusts







Trust Property






| |                                                                                                        
| | -------------------------------------------------------------------------------------------------------
| | (a) a series of secured notes and all moneys due on the
    secured notes on or after the closing date;
|
| | (b) the property securing the secured notes, including:                                                



| |   |                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------
| |  | 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; and                                                         
|
| |  | the COLT reserve account;                                                                               



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) all rights of the Trust under the VAULT Trust Agreement
    (solely with respect to the vehicles that are included in the
    related lease assets), the Pooling and Administration Agreement,
    the Trust Sale and Administration Agreement, the COLT Indenture,
    the COLT Sale and Contribution Agreement, the COLT Custodian
    Agreement, the COLT Servicing Agreement and the other
    transaction documents relating to the Trust; and
|
| | (d) the CARAT reserve account, if any.                                                                                                                                                                                                                                                                                                                                                                                                                 

The Transfer and Servicing Agreements Credit
Enhancement






| |   |                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------
| |  | acquiring, managing and holding secured notes and the other
    assets of the Trust and the proceeds from those assets;
|
| |  | issuing securities and making payments and distributions on them;                                                      

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| |   |                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 that
    are described in the accompanying prospectus supplement.                                                  

The Transfer and Servicing
Agreements Servicing and Administration Compensation and
Payment of Expenses







THE CARAT OWNER TRUSTEE








8



---



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THE COLT OWNER TRUSTEE






9



---



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THE CARAT INDENTURE TRUSTEE












10



---



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THE SPONSOR






11



---



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212-418-6120, 313-556-5000.










with an aggregate initial principal balance of
approximately
$ and the aggregate initial


12



---



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with an aggregate initial
principal balance of approximately
$




The Lease Assets and the Secured Notes Criteria
Applicable to the Selection of Initial Lease Assets The Receivables Pool Criteria Applicable
to the Selection of Additional Lease Assets during the Revolving
Period


The Servicer.







THE DEPOSITOR








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Bankruptcy Aspects of the Secured
Notes Payments on the Notes and Certificates


Evidence as to
Compliance CARAT Indenture Trustee Book-Entry Registration Reports to
Securityholders Reports to Securityholders The Transfer
and Servicing Agreements.





THE SERVICER


Vehicle Asset Universal Leasing
Trust.




248-948-7701.






14



---



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VEHICLE ASSET UNIVERSAL LEASING TRUST










15



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Bankruptcy Aspects of the Secured Notes
Payments on the Notes and Certificates





CENTRAL ORIGINATING LEASE TRUST






Bankruptcy Aspects of the Secured Notes
Payments on the Notes and Certificates







DESCRIPTION OF AUTO LEASE BUSINESS OF GMAC





Underwriting of Motor Vehicle Leases




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time-to




| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| |  | the prospective applicants prior experience with GMAC,                                                
|
| |  | 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, and                                                                             
|
| |  | the prospective applicants overall creditworthiness and
    ability to pay.                           











| |   |                                   
| | - | ----------------------------------
| |  | 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.                                                           

cost-to














| |   |                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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;

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| |   |                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------
| |  | 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.                                 






Determination of Residual Value


ALG Residual. Stated Residual Value, MSRP Lease Residual,







Terms of Motor Vehicle Leases










| |   |                                             
| | - | --------------------------------------------
| |  | the lessee fails to make a payment when due;

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| |   |                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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;                                                                                                       
|
| |  | 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.                                                                                         



 Pull
Ahead Programs









Insurance Required to be Maintained by Lessees




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Vehicle Maintenance; Excess Wear and Excess Mileage




 Determination of Residual Value







Servicing Procedures






21



---



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Legal
Aspects of the Secured Notes and the Lease Assets












22



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Waivers, Modifications and Extensions


The
Transfer and Servicing Agreements Advances by the
Servicer.


The Transfer and Servicing Agreements Sale and
Assignment of Lease Assets and Secured Notes Sale and
Assignment of Lease Assets,





Collection and Repossession Procedures


out-of


Vehicle Disposition Process


23



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Vehicle Disposition Process










24



---



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Pull Ahead Programs


Residual
Values Pull Ahead Programs.





THE LEASE ASSETS





General


Representations, Warranties
and Covenants






| |   |                                                      
| | - | -----------------------------------------------------
| |  | aggregate ABS Value,                                 
|
| |  | number of leases in the pool,                        
|
| |  | average ABS Value,                                   
|
| |  | average Lease Residual;                              
|
| |  | percentage of new vehicles in the pool;              
|
| |  | weighted average standardized credit score,          
|
| |  | range and distribution of standardized credit scores,
|
| |  | weighted average original term, and                  
|
| |  | weighted average remaining term.                     

25



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Representations, Warranties and Covenants






| |   |                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the leased vehicle is an automobile or light truck manufactured
    by or for General Motors;                                                                                                                                                                                                         
|
| |  | the lease has an original scheduled term of 12 to 60 months;                                                                                                                                                                                                                                          
|
| |  | the lease is not a single payment lease;                                                                                                                                                                                                                                                              
|
| |  | the lease was acquired by GMAC or its subsidiaries in its
    ordinary course of business;                                                                                                                                                                                                            
|
| |  | the lease provides for level monthly payments other than the
    first and the last payments, which may be different;                                                                                                                                                                                 
|
| |  | the lease payments fully amortize the capitalized cost of the
    lease to the contractual residual value over the lease term;                                                                                                                                                                        
|
| |  | GMAC has good title in and to the lease and the amounts due
    under it;                                                                                                                                                                                                                             
|
| |  | VAULT has good title to the leased vehicle or all necessary and
    appropriate action has been commenced that would result in VAULT
    having good title to the leased vehicle;                                                                                                                     
|
| |  | GMAC has good title to all beneficial interest in the leased
    vehicle;                                                                                                                                                                                                                             
|
| |  | the lease is in force and has not been terminated, canceled or
    rescinded;                                                                                                                                                                                                                         
|
| |  | as of the cut-off date for that Trust, the lease was not
    considered past due, which means that as of the cut-off date,
    all scheduled monthly payments due on the lease in excess of $25
    have been received within 30 days of the payment date on
    which they were scheduled to be made;
|
| |  | the lessee is required to maintain physical damage and liability
    insurance policies of the type that the Servicer requires in
    accordance with its customary servicing procedures;                                                                                                             
|
| |  | the related dealer is located in the United States and the
    lessee has a billing address in the United States; and                                                                                                                                                                                 
|
| |  | the related lessee pays all costs relating to taxes, insurance
    and maintenance for the leased vehicle.                                                                                                                                                                                            




THE SECURED NOTES




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The Transfer and
Servicing Agreements Sale and Assignment of Lease Assets
and Secured Notes





Terms of the Secured Notes under the COLT Indenture








| |   |                                                                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 and leased vehicles relating to the
    secured notes; and                                                                                                                                                                                        
|
| |  | 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 Trust were issued and the proceeds
    thereof.                                                               



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The COLT Indenture




Modification of COLT Indenture Without the Secured
Noteholders Consent.




| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 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) will not, as evidenced by an officers
    certificate, 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.






| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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                                                                                                                                                                                                                                                                     

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| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 by COLT, GMAC, 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;                                                 
|
| | (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.




| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 GMAC (or the Servicer, as applicable) by
    the COLT indenture trustee or (Y) to COLT, GMAC (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

30



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| |                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 COLT, LLC, as holder of the equity interests
    of COLT.





| |                                                                                                              
| | -------------------------------------------------------------------------------------------------------------
| | (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

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| |                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------
| | 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 credit
    rating agencies that have rated the related notes.









| |                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.                      



32



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90-day






Material Covenants.




| |                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 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.                                                         





| |                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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;

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 first priority
    security interest in the collateral thereunder.                                                                                                                                                                                                                                                                                                     

The Secured Notes.


Annual Compliance Statement.


Satisfaction and Discharge of COLT Indenture.





The COLT Indenture Trustee




34



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Delinquencies, Repossessions and Charge Offs









GMACs Responsibilities as Servicer and
Trust Administrator


Description of
Auto Lease Business of GMAC The Lease
Assets The Transfer and Servicing Agreements Servicing
and Administration Procedures.





WEIGHTED AVERAGE LIFE OF THE SECURITIES




35



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Description of Auto Lease Business
of GMAC Pull Ahead Programs Description of Auto
Lease Business of GMAC Vehicle Disposition
Process.






The Transfer and
Servicing Agreements Termination.








Description of Auto Lease Business of GMAC
Vehicle Disposition Process


36



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##### Table of Contents






POOL FACTORS AND TRADING INFORMATION






| |                                                                
| | ---------------------------------------------------------------
| | (1) the original denomination of the noteholders
    note; and
|
| | (2) the Note Pool Factor.                                      



Book-Entry Registration; Reports to
Securityholders Reports to Securityholders. Book Entry Registration; Reports to
Securityholders Reports to Securityholders





USE OF PROCEEDS







THE NOTES






37



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Book Entry Registration; Reports to
Securityholders Book-Entry Registration Definitive Securities





Principal and Interest on the Notes
















38



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##### Table of Contents



The Transfer
and Servicing Agreements Distributions Credit Enhancement




90-day








Derivative Agreements
















The CARAT Indenture




39



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##### Table of Contents



Modification of CARAT Indenture Without Noteholder
Consent.




| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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
    Trust;                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (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 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) will not, as evidenced by an opinion of counsel,
    adversely affect in any material respect the interests of any
    noteholder of that Trust unless noteholder consent is otherwise
    obtained as described in the next section of this prospectus.

Modification of CARAT Indenture With Noteholder Consent.






| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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;

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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;                                                                                                                                                                                                                                                       
|
| | (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 Trust, 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 Trust 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 Trust 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.




| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 Trust 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                                                                                                                                                                                                                     

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| |                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 Trust 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.                                                                                                                                                                                         









| |                                                                                                            
| | -----------------------------------------------------------------------------------------------------------
| | (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 Trust.                                                                          





| |                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.                                                                                                       

42



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| |                                                                                         
| | ----------------------------------------------------------------------------------------
| | (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; 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 credit
    rating agencies that have rated the related notes.









| |                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------
| | (1) the holder has given to the CARAT indenture trustee
    written notice of a continuing CARAT Event of Default;

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| |                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.      

90-day






Material Covenants.




| |                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 Trusts
    obligation to make due and punctual payments on the notes and
    the performance or observance of every agreement and covenant of
    the Trust under the CARAT Indenture;
|
| | (3) no CARAT Event of Default has occurred and is
    continuing immediately after the merger or consolidation;                                                                                                             
|
| | (4) the Trust has been advised that the rating of the notes
    or certificates then in effect would not be reduced or withdrawn
    by the rating agencies 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                                                                                                  

44



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| |                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (6) the Trust has received an opinion of counsel to the
    effect that the consolidation or merger would have no material
    adverse tax consequence to the Trust or to any noteholder or
    certificateholder.





| |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) sell, transfer, exchange or otherwise dispose of any of
    the assets of the Trust;                                                                                                                                                                                                                                                                                                                                               
|
| | (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 Trust;                                                                       
|
| | (3) dissolve or liquidate in whole or in part;                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (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 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 Trust 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 first priority security interest in the trust
    estate thereunder.                                                                                                                                                                                                                                                                                          

The Trusts


Annual Compliance Statement.


CARAT Indenture Trustees Annual Report.


Satisfaction and Discharge of CARAT Indenture.


45



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THE CERTIFICATES




Book Entry Registration;
Reports to SecurityholdersBook-Entry Registration Definitive Securities The Transfer and Servicing AgreementsInsolvency
Events.




46



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##### Table of Contents






Distributions of Interest and Certificate Balance









BOOK-ENTRY REGISTRATION; REPORTS TO SECURITYHOLDERS





Book-Entry Registration






47



---



##### Table of Contents











Federal Income Tax
ConsequencesThe NotesInformation Reporting and
Backup Withholding






48



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Definitive Securities






| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 Trust 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 described in the
    applicable prospectus supplement are satisfied.                                                                                                                                                                                                                                                                                                                     










Reports to Securityholders




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| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 Trust or to be received by the Trust 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 (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;                                                                                                                                                                                                             
|
| | (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 GMAC, 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;                                                                                                                                                                                                                             

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| |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 GMAC 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 GMAC 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 Trust, 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 Trust.                                                                                                                                                         

Federal Income Tax
Consequences


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THE TRANSFER AND SERVICING AGREEMENTS






| |                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) the Pooling and Administration Agreement pursuant to
    which the depositor will purchase secured notes from GMAC and
    the Trust Administrator for the secured notes will agree to
    administer the secured notes;
|
| | (2) the Trust Sale and Administration Agreement under
    which a Trust 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 Trust will be
    created and certificates of the Trust will be issued;                                                                                                             
|
| | (4) the COLT Sale and Contribution Agreement pursuant to
    which GMAC will sell the lease assets to COLT; and                                                                                                             
|
| | (5) the COLT Servicing Agreement pursuant to which the
    Servicer agrees to service the lease assets.                                                                                                                     

Transfer and
Servicing Agreements 





Sale and Assignment of Lease Assets and Secured Notes


Sale and Assignment of Lease Assets.


The Lease AssetsRepresentations,
Warranties and Covenants






| |   |                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | each lease (1) was originated by a dealer 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
    GMAC in accordance with its terms, (2) contains customary
    and enforceable provisions to render the rights

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | and remedies of the holder of
    the lease adequate for realization against the vehicle of the
    benefits of the lease and (3) provides for level monthly
    payments (except that the first payment and the last payment may
    be different from the level payments) and fully amortizes the
    capitalized cost of 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 GMAC, (1) GMAC 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) GMAC owns
    and has good title to all of the beneficial interest in each
    related vehicle, in each case free of any lien, other than liens
    permitted under the sale and contribution agreement;
|
| |  | no lease has been satisfied,
    subordinated, cancelled, terminated or rescinded;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | there has been no default,
    breach, violation or event permitting the lessor to terminate
    under the terms of any lease, and no event has occurred and is
    continuing, other than any failure to pay amounts due under the
    lease in an amount less than $25, that with notice or the lapse
    of time or both would constitute a default, breach, violation or
    event permitting the lessor to terminate under the terms of any
    lease, and none of the dealer, GMAC, COLT or the Servicer has
    waived any of the foregoing;                   
|
| |  | each lessee is required to
    maintain physical damage and liability insurance policies of the
    type that GMAC requires in accordance with its customary
    underwriting standards for the purchase of automotive 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 GMAC and VAULT and by GMAC
    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 GMAC for its own account;                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | the dealer selling each lease to
    GMAC or COLT 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 GMAC) to pay
    all costs relating to taxes, insurance and maintenance with
    respect to the related vehicle;                                                                                                                                                                                                                                                                                             
|
| |  | each vehicle purchased by GMAC
    is a new or used automobile or light duty truck;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | no right of rescission, setoff, counterclaim or defense has been
    asserted or threatened with respect to any lease;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | to the best of GMACs knowledge, (1) GMAC 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
    GMAC or an affiliate for work, labor or materials affecting any
    vehicle, (2) GMAC has not, as of the applicable closing
    date, received a written notice of any liens or claims asserted
    against any vehicle for work, labor or materials affecting any
    vehicle, (3) GMAC 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) GMAC 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 UCC and other filings necessary in any jurisdiction to give
    COLT a first priority perfected security interest in the leases
    have been made 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 implied lease rate of any lease is 0%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | each lease was originated on or after a specified date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | no lease asset or constituent part thereof constitutes a
    negotiable instrument or negotiable document of title, as those
    terms are used in the UCC;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | no selection procedures believed by GMAC to be adverse to COLT
    or to the COLT indenture trustee, the COLT owner trustee and the
    CARAT indenture trustee were used in selecting the lease assets
    from those leases of GMAC that meet the selection criteria set
    forth in the COLT Sale and Contribution Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | the COLT Sale and Contribution Agreement and the COLT Indenture
    create a valid and continuing security interest (as defined in
    the applicable UCC) in the leases in favor of COLT and the COLT
    indenture trustee, respectively, which security interest is
    prior to all other liens, other than liens permitted under the
    COLT Basic Documents, and is enforceable as such as against
    creditors of and purchasers from GMAC and COLT, respectively;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | within 10 days of the applicable closing date, 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 constitute
    chattel paper, payment intangibles,
    instruments, certificated securities or
    uncertificated securities within the meaning of the
    applicable UCC;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | COLT owns and has good and marketable title to the lease assets
    free and clear of any lien, other than liens permitted under the
    COLT Basic Documents, claim or encumbrance of any person or
    entity;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | GMAC 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 GMAC 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 GMAC nor COLT has pledged,
    assigned, sold, granted a security interest in, or otherwise
    conveyed any of the lease assets; neither GMAC nor COLT has
    authorized the filing of, or is aware of, any financing
    statements against GMAC or COLT that include a description of
    collateral covering the 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; neither GMAC nor COLT is aware of any
    judgment or tax lien filings against GMAC or COLT covering the
    leases; and
|
| |  | GMAC, as custodian, has in its possession 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       







| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 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 or the CARAT
    indenture trustee, as holder of the secured notes,                                                                                                                                                                                                                                                                                                                                                                                

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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 GMAC
    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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



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Sale and Assignment of Secured Notes. Plan of Distribution








| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 or will create a valid, binding and
    enforceable first priority security interest in favor of GMAC or
    the COLT indenture trustee on behalf of GMAC in the related pool
    of lease assets which is assignable by GMAC to the depositor,
    (3) contains 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 UCC;
|
| |  | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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 secured note;                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | 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 GMAC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 secured
    notes 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 GMAC to any
    person other than CARI; (2) immediately prior to its
    conveyance of the secured notes to CARI under the Pooling and
    Administration Agreement, GMAC had good and marketable title to
    the secured notes, free of any lien, and (3) upon execution
    and delivery of the Pooling and Administration Agreement, CARI
    will have all of GMACs right, title and interest in the
    secured notes, the unpaid indebtedness evidenced thereby and the
    collateral security therefor, free of any lien; and   
|
| |  | all filings (including UCC
    filings) necessary in any jurisdiction to give the depositor a
    first priority perfected ownership interest in the secured notes
    have been made.                                                                                                                                                                                                                                                                                                                                                                                                                               









| |   |                                                                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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

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| |   |                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.








Additional Sales of Lease Assets


Sale and Assignment
of Lease Assets,




59



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##### Table of Contents






Accounts


COLT Trust 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;
|
| |  | any other accounts to be established with respect to the secured
    notes will be described in the accompanying prospectus
    supplement.                                                                                                                                                                                                                                                                                                                                                                                   







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Trust 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 Trust, into which all payments made
    on or with respect to the secured notes owned by that Trust will
    be deposited;                                                                                                                 
|
| |  | a note distribution account, in the name of the CARAT indenture
    trustee on behalf of the related noteholders of that Trust, in
    which amounts released from the CARAT collection account 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 Trust on
    behalf of the certificateholders of that Trust, 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 Trust will be described in the accompanying prospectus
    supplement.                                                                                                                                                                                                                                                    



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Eligible Accounts.




| |                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 or (Y) a short-term
    unsecured debt rating or certificate of deposit rating
    acceptable to the rating agencies, and
|
| | (B) has its deposits insured by the Federal Deposit
    Insurance Corporation or any successor thereto.                                                                                                             






Servicing and Administration Compensation and Payment of
Expenses


Servicing of Underlying Leases and Leased Vehicles.


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| |   |                                                                                                                                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.                                                                                                                                                                                                                                        









| |   |                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------
| |  | 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;                                                          

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| |   |                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.                                                                                                              



Administering the Trust.






| |   |                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.                                                                                                            



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Servicing and Administration Procedures


Servicer. Legal Aspects of the Secured Notes and the Lease
Assets Transfer and Servicing
AgreementsSale and Assignment of Lease Assets and Secured
NotesSale and Assignment of Lease Assets.


out-of Description of Auto
Lease Business of GMACVehicle Disposition Process


Trust Administrator. Legal Aspects of
the Secured Notes and the Lease Assets







Collections






| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) GMAC 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 at least A-1 by Standard &
    Poors and P-1 by Moodys, or arrangements
    are made that are acceptable to the rating agencies.



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Bankruptcy Aspects of the Secured
NotesPayments on the Notes and Certificates











Advances by the Servicer




Monthly Payment Advances.




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Residual Advances.









Distributions


COLT Distributions.


CARAT Distributions.




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Credit Enhancement




Subordination of Interests.


CARAT Reserve Account.


COLT Reserve Account.


Overcollateralization. SummaryCredit
EnhancementOvercollateralization


Cash Advances or Deposits.


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Insurance Policy from a Monoline Financial Guarantor.









Net Deposits


Servicer.


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Trust Administrator.





Statements to Trustees and Trust


Book Entry
Registration; Reports to SecurityholdersReports to
Securityholders





Evidence as to Compliance


COLT Indenture Trustee.






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CARAT Indenture Trustee.











Changes to Servicer; Servicer Indemnification and
Proceedings






71



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Servicer Default






| |                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) any failure by the Servicer to make any required
    distribution, payment including, when GMAC is Servicer,
    obtaining and depositing Pull Ahead Payments or when another
    entity is Servicer, depositing Pull Ahead Payments
    transfer or deposit or to direct the COLT indenture trustee to
    make any required distribution, which failure

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | continues unremedied for five business days after written notice
    is received by the Servicer or after discovery of that failure
    by an officer of the Servicer;                                                                                                                                                                                                                                                                                                               
|
| | (2) any failure by the Servicer to 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 CARAT
    indenture trustee and which continues unremedied for
    90 days after the giving of written notice of that failure
    to the Servicer or after discovery of that 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.                                                                                                                                                                                                                                                                                                                                               






Rights Upon Servicer Default







Waiver of Past Defaults of Servicer




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Changes to Trust Administrator; Trust Administrator
Indemnification and Proceedings








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Trust Administrator Default






| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) any failure by the Trust Administrator to make any
    required distribution, payment, transfer or deposit or to direct
    the CARAT indenture trustee to make any required distribution,
    which failure continues unremedied for five business days after
    written notice from the CARAT indenture trustee or the CARAT
    owner trustee is received by the Trust Administrator or after
    discovery of that failure by an officer of the Trust
    Administrator;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (2) any failure by the Trust Administrator to 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



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Rights Upon Trust Administrator Default







Waiver of Past Defaults of Trust Administrator







Amendment






| |   |                       
| | - | ----------------------
| |  | to cure any ambiguity;

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 Trust, provided that if the addition affects any class
    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 Trust 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
    Trust.                                                                                                                                                                                                                                   







| |                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) increase or reduce in any manner the amount of, or
    accelerate or delay the timing of, distributions of payments
    that are required to be made on any lease asset, secured note,
    note or certificate without the consent of the holder thereof,
    any interest rate, any pass-through rate or any CARAT specified
    reserve account balance; 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




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Certificateholder Liability; Indemnification


COLT Certificateholders.




CARAT Certificateholders.




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---



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Termination


Servicer Purchase Option.


Trust Administrator Purchase Option.










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Trust Termination.





LEGAL ASPECTS OF THE SECURED NOTES AND THE LEASE
ASSETS





Security Interest in the Secured Notes and the Leases and
Leased Vehicles




Security Interests in the Secured Notes.








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UCC-1


Security Interest in the Leases.


Security Interest in the Leased Vehicles.


ERISA Liens and Vicarious Tort Liability.


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Limitations on CARAT Indenture Trustees Lien.







Repossession of Leased Vehicles




82



---



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Deficiency Judgments and Excess Proceeds











Consumer Protection Laws




83



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so-called







Other Limitations







BANKRUPTCY ASPECTS OF THE SECURED NOTES





Bankruptcy of the Trust








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Bankruptcy Aspects of the Secured Notes Payments
on the Notes and Certificates










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Bankruptcy Aspects of the Secured Notes Payments
on the Notes and Certificates







Payments on the Notes and Certificates






| |   |                                                                                                                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the automatic stay which prevents creditors from
    exercising remedies against a debtor in bankruptcy without
    permission from the court and provisions of the
    U.S. 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 Trust) having a prior claim on collections
    before the collections are used to make payments on your
    securities, and                                     
|
| |  | the Trust not having a perfected security interest in
    (a) the secured notes, (b) one or more of the vehicles
    securing the lease assets 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




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FEDERAL INCOME TAX CONSEQUENCES







Qualifications on Opinion of Tax Counsel




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.


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| |                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 Trust 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 a Trust 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 Trust 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.






COLT







The Notes


Federal Income Tax
Consequences The Notes,


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Characterization as Debt. Trust
Certificates Classification of Trusts and Trust
Certificates, Partnership Certificates
Classification of Partnerships and Partnership
Certificates Tax Non-Entity
Certificates Classification of Tax Non-Entity and Tax
Non-Entity Certificates


Treatment of Stated Interest.


Original Issue Discount. de minimis






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de
minimis


Market Discount.






Amortizable Bond Premium.


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Disposition of Notes.


Information Reporting and Backup Withholding.




Tax Consequences to Foreign Noteholders.




| |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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

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| |                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 change.







| |                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.






Trust Certificates


Federal Income Tax Consequences Trust
Certificates,


Classification of Trusts and Trust Certificates.


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Partnership
Certificates Classification of Partnerships and
Partnership Certificates




Grantor Trust Treatment. Treatment of Fees or
Payments,




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Treatment of Fees or Payments


Treatment of Fees or Payments.


de minimis de minimis 1 4 de
minimis


de minimis,


94



---



##### Table of Contents





Discount and Premium.


de minimis






Disposition of Trust Certificates.


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---



##### Table of Contents



Discount and
Premium




Backup Withholding.


Tax Consequences to Foreign Trust Certificateholders. The Notes Tax Consequences
to Foreign Noteholders.





Partnership Certificates


Federal Income Tax Consequences Partnership
Certificates,


Classification of Partnerships and Partnership
Certificates.




96



---



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Partnership Taxation.






97



---



##### Table of Contents











Discount and Premium.




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---



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Section 708 Termination. 12-month


Disposition of Certificates.




Allocations Between Transferors and Transferees.




Section 754 Election.


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---



##### Table of Contents





Administrative Matters. K-1. K-1




Tax Consequences to Foreign Certificateholders.


100



---



##### Table of Contents



W-8BEN


Backup Withholding.





Tax Non-Entity Certificates


Classification of Tax Non-Entity and Tax Non-Entity
Certificates. check-the check-the




Risks of Alternative Characterization. Partnership Certificates
Classification of Partnerships and Partnership
Certificates.





Tax Shelter Disclosure and Investor List Requirements




101



---



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STATE AND LOCAL TAX CONSEQUENCES







ERISA CONSIDERATIONS




96-23, in-house 95-60, 91-38, 90-1,


102



---



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84-14,





Exemption Applicable to Debt Instruments




ERISA
Considerations







Underwriters Exemption


conflict-of


103



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##### Table of Contents







| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) The acquisition of notes or certificates by a benefit
    plan is on terms, including the price, that are at least as
    favorable to the benefit plan as they would be in an
    arms-length transaction with an unrelated party;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (2) The notes or certificates acquired by the benefit plan
    have received a rating at the time of such acquisition that is
    in one of the four highest generic rating categories from
    Standard & Poors, Moodys or Fitch, Inc.;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (3) The sum of all payments made to the underwriter in
    connection with the distribution of the notes or certificates
    represents not more than reasonable compensation for
    underwriting the notes or certificates. The sum of all payments
    made to and retained by the depositor pursuant to the sale of
    the receivables to the Trust represents not more than the fair
    market value of the receivables. The sum of all payments made to
    and retained by the Trust Administrator represents not more than
    reasonable compensation for the Trust Administrators
    services as Trust Administrator under the related agreements and
    reimbursement of the Trust Administrators reasonable
    expenses in connection with these services;
|
| | (4) The trustee is a substantial financial institution and
    is not an affiliate, as defined in the
    underwriters exemption, of any member of the
    restricted group other than an underwriter. The
    restricted group consists of the underwriters, any
    trustee, the depositor, the Trust Administrator, any
    subservicer, any obligor with respect to motor vehicle
    instalment obligations constituting more than 5% of the
    aggregate unamortized principal balance of the assets of the
    Trust as of the date of initial issuance of the notes or
    certificates, any swap counterparty of an eligible
    swap (as defined below) and any affiliate of these parties;                                                              
|
| | (5) The benefit plan investing in the notes or certificates
    is an accredited investor as defined in
    Rule 501(a)(1) of Regulation D of the SEC under the
    Securities Act of 1933; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (6) The trust satisfies the following requirements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



| |                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the corpus of the trust consists solely of assets of
    the type which have been included in other investment pools,                                                                                                                                                        
|
| | (b) securities in these other investment pools have been
    rated in one of the four highest generic rating categories by
    one of the rating agencies specified above for at least one year
    prior to the benefit plans acquisition of the notes or
    certificates, and
|
| | (c) securities evidencing interests in these other
    investment pools have been purchased by investors other than
    benefit plans for at least one year prior to any benefit
    plans acquisition of the notes or certificates.                                            

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| |                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (7) if benefit plans hold any securities that involve an
    interest rate swap or (if purchased by or on behalf of the
    Trust) an interest rate cap contract, then the swap or interest
    rate cap must meet several requirements, including that it:



| |                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) is an eligible swap;                                                                                                                                                                                            
|
| | (b) is with an eligible swap counterparty;                                                                                                                                                                          
|
| | (c) is purchased by a qualified plan investor;                                                                                                                                                                      
|
| | (d) meets certain additional specific conditions which
    depend on whether the swap is a ratings dependent
    swap or a non-rating dependent swap; and                                                         
|
| | (e) permits the Trust to make termination payments to the
    swap counterparty (other than currently scheduled payments)
    solely from excess spread or amounts otherwise payable to the
    Servicer or depositor.



| |                                 
| | --------------------------------
| | An eligible swap is one which:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) is denominated in U.S. dollars;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (b) pursuant to which the Trust pays or receives, on or
    immediately prior to the respective payment or distribution date
    for the class of securities to which the swap relates, a fixed
    rate of interest or a floating rate of interest based on a
    publicly available index (e.g., LIBOR or the U.S. Federal
    Reserves Cost of Funds Index (COFI), with the Trust
    receiving such payments on at least a quarterly basis and
    obligated to make separate payments no more frequently than the
    swap counterparty, with all simultaneous payments being netted
    (Allowable Interest Rate);
|
| | (c) has a notional amount that does not exceed either:
    (1) the principal balance of the class of securities to
    which the swap relates, or (2) the portion of the principal
    balance of such class represented solely by receivables in the
    Trust (Allowable Notional Amount);                                                                                                                                                                                                                                                                                                                             
|
| | (d) is not leveraged (i.e., payments are based on the
    applicable notional amount, the day count fractions, the fixed
    or floating rates permitted above, and the difference between
    the products thereof, calculated on a
    one-to-one ratio and
    not on a multiplier of such difference) (not
    Leveraged);                                                                                                                                                                                                                                                                                           
|
| | (e) has a final termination date that is either the earlier
    of the date on which the Trust terminates or the related class
    of securities are fully repaid; and                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (f) does not incorporate any provision that could cause a
    unilateral alteration in the interest rate requirements
    described above or the prohibition against leveraging without
    the consent of the trustee.                                                                                                                                                                                                                                                                                                                                                                                                    



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | An eligible swap counterparty means a bank or other
    financial institution that has a rating at the date of issuance
    of the securities that is in one of the three highest long term
    credit rating categories or one of the two highest short term
    credit rating categories utilized by at least one of the rating
    agencies rating the securities; provided that, if a swap
    counterparty is relying on it short term rating to establish
    eligibility hereunder, such swap counterparty must either have a
    long term rating in one of the three highest long term rating
    categories or not have a long term rating from the applicable
    rating agency.

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| |                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A qualified plan investor is a benefit plan where
    the decision to buy such class of securities is made on behalf
    of the benefit plan by a independent fiduciary qualified to
    analyze and understand the swap transaction and the effect the
    swap would have on the rating of the securities and such
    fiduciary is either:



| |                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) a qualified professional asset manager
    (QPAM) under PTCE 84-14;                                                                                 
|
| | (b) an in-house asset manager under
    PTCE 96-23; or                                                                                                    
|
| | (c) has total assets (both plan and non-plan) under
    management of at least $100 million at the time the
    securities are acquired by the benefit plan.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In ratings dependent swaps (where the rating of a
    class of securities is dependent on the terms and conditions of
    the swap), the swap agreement must provide that if the credit
    rating of the swap counterparty is withdrawn or reduced by any
    rating agency below a level specified by the rating agency, the
    Trust Administrator must, within the period specified under the
    Pooling and Administration Agreement:



| |                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) obtain a replacement swap agreement with an eligible
    swap counterparty which is acceptable to the rating agency and
    the terms of which are substantially the same as the current
    swap agreement (at which time the earlier swap agreement must
    terminate); or
|
| | (b) cause the swap counterparty to establish any
    collateralization or other arrangement satisfactory to the
    rating agency such that the then current rating by the rating
    agency of the particular class of securities will not be
    withdrawn or reduced.         



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In the event that the Trust Administrator fails to meet these
    obligations, benefit plan securityholders must be notified in
    the immediately following periodic report, which is provided to
    securityholders, but in no event later than the end of the
    second month beginning after the date of such failure. Sixty
    days after the receipt of such report, the exemptive relief
    provided under the underwriters exemption will
    prospectively cease to be applicable to any class of securities
    held by a benefit plan which involves such ratings dependent
    swap.
|
| | Non-rating dependent swaps (those where the rating
    of the securities does not depend on the terms and conditions of
    the swap) are subject to the following conditions. If the credit
    rating of the swap counterparty is withdrawn or reduced below
    the lowest permitted above, the Trust Administrator will, within
    a specified period after such rating withdrawal or reduction:                                                                                                                                                                                               



| |                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) obtain a replacement swap agreement with an eligible
    swap counterparty, the terms of which are substantially the same
    as the current swap agreement (at which time the earlier swap
    agreement must terminate);
|
| | (b) cause the swap counterparty to post collateral with the
    Trust in an amount equal to all payments owed by the swap
    counterparty if the swap transaction were terminated; or                                        
|
| | (c) terminate the swap agreement in accordance with its
    terms.                                                                                                                                                            



| |                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (8) If an Trust includes a yield supplement agreement, it
    must qualify as an eligible yield supplement
    agreement as described below: An eligible yield
    supplement agreement is any yield supplement agreement or
    similar arrangement or (if purchased

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| |                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | by or on behalf of the Trust) an interest rate cap contract to
    supplement the interest rates otherwise payable on obligations
    held by the Trust (EYS Agreement). If the EYS
    Agreement has a notional principal amount, the EYS Agreement may
    only be held as an asset of the Trust with respect to securities
    purchased by benefit plans if it meets the following conditions:



| |                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------
| | (a) it is denominated in U.S. dollars;                                                                                                
|
| | (b) it pays an Allowable Interest Rate;                                                                                               
|
| | (c) it is not Leveraged;                                                                                                              
|
| | (d) it does not allow any of these three preceding
    requirements to be unilaterally altered without the consent of
    the trustee;
|
| | (e) it is entered into between the Trust and an eligible
    swap counterparty; and                                                   
|
| | (f) is has an Allowable Notional Amount.                                                                                              



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (9) The legal document establishing the Trust contains
    restrictions necessary to ensure that the assets of the Trust
    may not be reached by creditors of the depositor in the event of
    its bankruptcy or insolvency, the Transfer and Servicing
    Agreements prohibit all parties from filing an involuntary
    bankruptcy or insolvency petition against the Trust and legal
    opinions are issued in connection with the transfer of assets to
    the Trust to the effect that the transfer of receivables is a
    true sale and, for debt securities, that the noteholders have a
    perfected security interest in the receivables.

-dealing/conflict-of




| |   |                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the benefit plans investment in the notes or certificates
    does not exceed 25% of all of the notes or certificates
    outstanding at the time of the acquisition;                                                                                                                                                               
|
| |  | immediately after the acquisition, no more than 25% of the
    assets of the benefit plan with respect to which the person has
    discretionary authority or renders investment advice is invested
    in securities representing an interest in a trust containing
    assets sold or serviced by the same entity as the Trust; and
|
| |  | in the case of the acquisition of notes or certificates in
    connection with their initial issuance, at least 50% of each
    class of such securities in which benefit plans have invested
    and at least 50% of the aggregate interest in the Trust is
    acquired by persons independent of the restricted group.            



107



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | it qualifies as an accredited investor as defined in
    Rule 501(a)(1) of Regulation D under the Securities
    Act of 1933, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | in the case of securities that involve an interest rate swap,
    the decision to purchase the securities is made by an
    independent fiduciary that is qualified to analyze and
    understand the terms and conditions of the interest rate swaps
    and the effect such swaps will have on the credit ratings of the
    securities, and is either (a) a qualified
    professional asset manager as defined under Part V(a)
    of PTCE 84-14,
    (b) an
    in-house asset
    manager as defined under Part IV(a) of
    PTCE 96-23, or
    (c) a benefit plan fiduciary with total assets under
    management of at least $100 million at the time of the
    acquisition of the securities.



95-60) 95-60.


ERISA
Considerations





PLAN OF DISTRIBUTION




108



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| |                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.                                                                   














LEGAL OPINIONS


2 3





WHERE YOU CAN FIND MORE INFORMATION






109



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SEC-0330 operation of the public





INCORPORATION BY REFERENCE




556-5000.


110



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GLOSSARY OF TERMS TO PROSPECTUS












The Notes The CARAT Indenture CARAT
Events of Default; Rights Upon CARAT Events of Default.


















111



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Sub-Trust,


The Secured Notes The COLT Indenture COLT
Events of Default; Rights Upon COLT Event of Default.




















112



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113



---



##### Table of Contents



















The Transfer and Servicing Agreements Servicer
Default.


















114



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The Transfer and Servicing Agreements
Trust Administrator Default.


















115



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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, Inc.


Depositor


General Motors


Acceptance Corporation


Sponsor and Servicer/Trust Administrator





PROSPECTUS SUPPLEMENT





Underwriters for the Class A Notes:


Underwriters for the Class B Notes


and the Class C Notes:










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PART II


INFORMATION NOT REQUIRED IN PROSPECTUS




|         |                                             
|-------- | --------------------------------------------
|ITEM 14. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.






|                                                    |       |   |              |               | 
|--------------------------------------------------- | ----- | - | ------------ | ------------- | 
|                                                   
|                                                   
|                                                   
|                                                   
|Securities and Exchange Commission registration fee |       | $ | 771,800.56   |              
|                                                   
|                                                   
|                                                   
|                                                   
|Printing and engraving costs                        |       |   | 225,000.00   |              
|                                                   
|                                                   
|                                                   
|                                                   
|Legal fees                                          |       |   | 6,000,000.00 |              
|                                                   
|                                                   
|                                                   
|                                                   
|Trustee fees and expenses                           |       |   | 50,000.00    |              
|                                                   
|                                                   
|                                                   
|                                                   
|Accountants fees                                   |       |   | 625,000.00   |              
|                                                   
|                                                   
|                                                   
|                                                   
|Rating Agencies fees                               |       |   | 2,500,000.00 |              
|                                                   
|                                                   
|                                                   
|                                                   
|Miscellaneous expenses                              |       |   | 250,000.00   |              
|                                                    |       |   |             
|                                                    | Total |   | $            | 11,546,800.56 | 
|                                                    |       |   |             






|         |                                           
|-------- | ------------------------------------------
|ITEM 15. | INDEMNIFICATION OF DIRECTORS AND OFFICERS.





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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Certificate of Incorporation, as amended, of
    General Motors Acceptance Corporation provides that no director
    shall be personally liable to General Motors Acceptance
    Corporation or its stockholders for monetary damages for breach
    of fiduciary duty as a director, except for liability
    (i) for any breach of the directors duty of loyalty
    to General Motors Acceptance Corporation or its stockholders,
    (ii) for acts or omissions not in good faith or which
    involve intentional misconduct or a knowing violation of law,
    (iii) under Section 174, or any successor provision
    thereto, of the Delaware Corporation Law, or (iv) for any
    transaction from which the director derived an improper personal
    benefit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (b) Under Article VI of its By-Laws, General Motors
    Acceptance Corporation shall indemnify and advance expenses to
    every director and officer (and to such persons heirs,
    executors, administrators or other legal representatives) in the
    manner and to the full extent permitted by applicable law as it
    presently exists, or may hereafter be amended, against any and
    all amounts (including judgments, fines, payments in settlement,
    attorneys fees and other expenses) reasonably incurred by
    or on behalf of such person in connection with any threatened,
    pending or completed action, suit or proceeding, whether civil,
    criminal, administrative or investigative (a
    proceeding), in which such director or officer was
    or is made or is threatened to be made a party or is otherwise
    involved by reason of the fact that such person is or was a
    director or officer of General Motors Acceptance Corporation, or
    is or was serving at the request of General Motors Acceptance
    Corporation as a director, officer, employee, fiduciary or
    member of any other corporation, partnership, joint venture,
    trust, organization or other enterprise. General Motors
    Acceptance Corporation shall not be required to indemnify a
    person in connection with a proceeding initiated by such person
    if the proceeding was not authorized by the Board of Directors
    of General Motors Acceptance Corporation. General Motors
    Acceptance Corporation shall pay the expenses of directors and
    officers incurred in defending any proceeding in advance of its
    final disposition (advancement of expenses);
    provided, however, that the payment of expenses incurred by a
    director or officer in advance of the final disposition of the
    proceeding shall be made only upon receipt of an undertaking by
    the director or officer to repay full amounts advanced if it
    should be ultimately determined that the director or officer is
    not entitled to be indemnified under Article VI of the
    By-Laws or otherwise. If a claim for indemnification or
    advancement of expenses by an officer or director under
    Article VI of the By-Laws is not paid in full within ninety
    days after a written claim therefor has been received by General
    Motors Acceptance Corporation, the claimant may file suit to
    recover the unpaid amount of such claim, and if successful in
    whole or in part, shall be entitled to the requested
    indemnification or advancement of expenses under applicable law.
    The rights conferred on any person by Article VI of the
    By-Laws shall not be exclusive of any other rights which such
    person may have or hereafter acquire under any statute,
    provision of the Certificate of Incorporation, By-Laws,
    agreement, vote of stockholders or disinterested directors of
    General Motors Acceptance Corporation or otherwise. The
    obligation, if any, of General Motors Acceptance Corporation to
    indemnify any person who was or is serving at its request as a
    director, officer or employee of another corporation,
    partnership, joint venture, trust, organization or other
    enterprise shall be reduced by any amount

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| |                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | such person may collect as indemnification from such other
    corporation, partnership, joint venture, trust, organization or
    other enterprise.







|         |                                            
|-------- | -------------------------------------------
|ITEM 16. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.





|         |              
|-------- | -------------
|ITEM 17. | UNDERTAKINGS.

S-3, S-3,






| |                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------
| | (1) To file, during any period in which offers or sales are
    being made, 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 thereof) 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 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 the registration statement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

provided, however


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provided, further, however




| |                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 fideoffering 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) Each prospectus filed by each undersigned registrant
    pursuant to Rule 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (ii) Each prospectus required to be filed pursuant to
    Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
    statement in reliance on Rule 430B relating to an offering
    made pursuant to Rule 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 fideoffering 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.



| |                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) That, for the purpose of determining liability of each
    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 that 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, that

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| |                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------
| | 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
    undersigned registrant relating to the offering required to be
    filed pursuant to Rule 424;                                                                                      
|
| | (ii) Any free writing prospectus relating to the offering
    prepared by or on behalf of that undersigned registrant or used
    or referred to by that undersigned registrant;                                                            
|
| | (iii) The portion of any other free writing prospectus
    relating to the offering containing material information about
    that undersigned registrant or its securities provided by or on
    behalf of that undersigned registrant; and
|
| | (iv) Any other communication that is an offer in the
    offering made by that undersigned registrant to the purchaser.                                                                                                                     

















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bona fide




bona fide








| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) That, for purposes of determining any liability under
    the Securities Act of 1933, each filing of the annual report
    pursuant to section 13(a) or section 15(d) of the
    Securities Exchange Act of 1934 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.
|
| | (ii) That, except as otherwise provided by Item 1105
    of Regulation AB (17 CFR 229.1105), information
    provided in response to that Item pursuant to Rule 312 of
    Regulation S-T
    (17 CFR 232.312) through the specified Internet
    address in the prospectus is deemed to be a part of the
    prospectus included in the registration statement.                                                                                                                                                                                                                                                           
|
| | (iii) To provide to any person without charge, upon
    request, a copy of the information provided in response to
    Item 1105 of Regulation AB pursuant to Rule 312
    of Regulation S-T
    through the specified Internet address as of the date of the
    prospectus included in the registration statement if a
    subsequent update or change is made to the information.                                                                                                                                                                                                                                       

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SIGNATURES





S-3







| |                               
| | ------------------------------
| | CAPITAL AUTO RECEIVABLES, INC.
|
| | /s/ SANJIV KHATTRI            
| |                               
| | Sanjiv Khattri                
| | Chairman of the Board         









|                                                      |  |                                                                  |  | 
|----------------------------------------------------- |  | ---------------------------------------------------------------- |  | 
|Signature                                             |  | Title                                                           
|                                                      |  |                                                                 
|                                                     
|*/s/ SANJIV KHATTRISanjiv Khattri                     |  | Chairman of the Board and Director (Principal Executive Officer)
|                                                     
|/s/ WILLIAM F. MUIRWilliam F. Muir                    |  | President and Director                                          
|                                                     
|*/s/ PAUL D. BULLPaul D. Bull                         |  | Vice President and Director                                     
|                                                     
|*/s/ BARBARA J. STOKELBarbara J. Stokel               |  | Vice President and Director                                     
|                                                     
|*/s/ JEROME B. VAN ORMAN, JR.Jerome B. Van Orman, Jr. |  | Vice President and Director (Principal Financial Officer)       
|                                                     
|*/s/ CYNTHIA A. RANZILLACynthia A. Ranzilla           |  | Vice President and Director                                     
|                                                     
|*/s/ GUNTER DUFEYGunter Dufey                         |  | Director                                                        
|                                                     
|*/s/ RICHARD E. DAMMANRichard E. Damman               |  | Director                                                        

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|                                              |  |                                                                          |  | 
|--------------------------------------------- |  | ------------------------------------------------------------------------ |  | 
|Signature                                     |  | Title                                                                   
|                                              |  |                                                                         
|                                             
|*/s/ ERIC A. FELDSTEINEric A. Feldstein       |  | Director                                                                
|                                             
|*/s/ WILLIAM J. MCGRANE IIIWilliam J. McGrane |  | Controller
    (Principal Accounting Officer)                           
|                                             
|                                             
|                                             
|                                             
|                                             
|By:                                           |  | /s/ RICHARD V. KENTName:  Richard V. Kent
    Title:    Attorney-in-Fact |  | 









|  |                                                                                                                                                                                                                                                                         
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | 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




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SIGNATURES





S-3







| |                                                                                                  
| | -------------------------------------------------------------------------------------------------
| | CENTRAL ORIGINATING LEAST TRUST                                                                  
|
| | By: CENTRAL ORIGINATING LEASE, LLC, as a
    Certificateholder of Central Originating Lease Trust
|
| | /s/ SANJIV KHATTRI                                                                               
| |                                                                                                  
| | Sanjiv Khattri                                                                                   
| | Chairman of the Board                                                                            









|                                                      |  |                                                                  |  | 
|----------------------------------------------------- |  | ---------------------------------------------------------------- |  | 
|Signature                                             |  | Title                                                           
|                                                      |  |                                                                 
|                                                     
|*/s/ SANJIV KHATTRISanjiv Khattri                     |  | Chairman of the Board and Director (Principal Executive Officer)
|                                                     
|/s/ WILLIAM F. MUIRWilliam F. Muir                    |  | President and Director                                          
|                                                     
|*/s/ PAUL D. BULLPaul D. Bull                         |  | Vice President and Director                                     
|                                                     
|*/s/ BARBARA J. STOKELBarbara J. Stokel               |  | Vice President and Director                                     
|                                                     
|*/s/ JEROME B. VAN ORMAN, JR.Jerome B. Van Orman, Jr. |  | Vice President and Director (Principal Financial Officer)       
|                                                     
|*/s/ CYNTHIA A. RANZILLACynthia A. Ranzilla           |  | Vice President and Director                                     
|                                                     
|*/s/ DAVID J. BROPHYDavid J. Brophy                   |  | Director                                                        
|                                                     
|*/s/ RICHARD E. DAMMANRichard E. Damman               |  | Director                                                        

II-9



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|                                              |  |                                                                          |  | 
|--------------------------------------------- |  | ------------------------------------------------------------------------ |  | 
|Signature                                     |  | Title                                                                   
|                                              |  |                                                                         
|                                             
|*/s/ ERIC A. FELDSTEINEric A. Feldstein       |  | Director                                                                
|                                             
|*/s/ WILLIAM J. MCGRANE IIIWilliam J. McGrane |  | Controller
    (Principal Accounting Officer)                           
|                                             
|By:                                           |  | /s/ RICHARD V. KENTName:  Richard V. Kent
    Title:    Attorney-in-Fact |  | 









|  |                                                                                                                                                                                                                                                                         
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | 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




II-10



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##### Table of Contents



EXHIBIT INDEX





|        |      |  |             |                                                                                                                                                                                                                                                                                                                                                 
|------- | ---- |  | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |            
|Index   |      |  | Description
|        |      |  |            
|        | 1.1  |  |             | Form of Underwriting Agreement for the Secured Notes.*                                                                                                                                                                                                                                                                                          
|        | 3.1  |  |             | 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  |  |             | Third Amended and Restated Declaration of Trust, dated as of
    March 25, 2004, by Deutsche Bank Trust Company Delaware and
    acknowledged, accepted and agreed to by COLT, LLC and GMAC
    (incorporated by reference to Registrant from Registration
    Statement File No. 333-120252, dated November 5, 2004).                          
|        | 3.3  |  |             | Form of COLT 200 -     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 Seller 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 200 -     Indenture
    between COLT and the COLT indenture trustee.*                                                                                                                                                                                                                                                              
|        | 5.1  |  |             | Opinion of Mayer, Brown, Rowe & Maw LLP with respect to
    legality of Secured Notes, the Notes and the Certificates.*                                                                                                                                                                                                                         
|        | 8.1  |  |             | Opinion of Mayer, Brown, Rowe & Maw LLP with respect to
    tax matters of Secured Notes.*                                                                                                                                                                                                                                                      
|        | 23.1 |  |             | Consent of Mayer, Brown, Rowe & Maw 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 GMAC to COLT (incorporated by reference to
    Registrant from Form 8-K, dated April 28, 2005 and
    filed on May 9, 2005).                                                                                                                                   
|        | 99.2 |  |             | Form of VAULT Pledge and Security Agreement by VAULT
    (incorporated by reference to Registrant from Form 8-K,
    dated April 28, 2005 and filed on May 9, 2005).                                                                                                                                                                            
|        | 99.3 |  |             | Form of COLT 200 -     Sale and
    Contribution Agreement between COLT and GMAC (incorporated by
    reference to Registrant from Form 8-K, dated April 28,
    2005 and filed on May 9, 2005).                                                                                                                                                
|        | 99.4 |  |             | Form of COLT 200 -     Servicing
    Agreement among COLT, GMAC and the COLT indenture trustee.*                                                                                                                                                                                                                                                
|        | 99.5 |  |             | Form of COLT 200 -     Pull Ahead
    Funding Agreement among COLT, GMAC and the COLT indenture
    trustee (incorporated by reference to Registrant from
    Form 8-K, dated April 28, 2005 and filed on
    May 9, 2005).                                                                                                                     
|        | 99.6 |  |             | Form of COLT 200 -     Custodian
    Agreement between GMAC and COLT (incorporated by reference to
    Registrant from Form 8-K, dated April 28, 2005 and
    filed on May 9, 2005).                                                                                                                                                            
|        | 99.7 |  |             | Form of CARAT Pooling and Administration Agreement between the
    Seller and GMAC (incorporated by reference to Registrant from
    Form 8-K, dated April 28, 2005 and filed on
    May 9, 2005).                                                                                                                                              
|        | 99.8 |  |             | Form of CARAT Trust Sale and Administration Agreement among
    GMAC, the Seller and the CARAT trust.*                                                                                                                                                                                                                                          






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##### Table of Contents








|   |                                                                                         
|-- | ----------------------------------------------------------------------------------------
|*  | Previously filed.                                                                       
|  
|  
|** | To be filed in accordance with Section 305(b)(2) of the
    Trust Indenture Act of 1939.
|