99-030

Response May 23, 2000

REQUEST LETTER

99‑030

April 30, 1999

Re: TRUST ("TRUST" or "TRUST Trust")

Dear NAME;

This letter describes a financing program that CORPORATION ("CORPORATION") is implementing in several states. As further explained below, we request confirmation that CORPORATION's program will comply with Utah law.

The program's structure requires that all leased vehicles be titled in the name of the designated titling trust, TRUST(referred to as "TRUST"). TRUST. Trust is a STATE business trust and the nominee owner of legal title to leased vehicles held for the benefit of two trust beneficiaries, CORPORATION and TRUST B ("TRUST B"). The relationship between TRUST. Trust, CORPORATION and TRUST B. Trust is discussed in more detail below and is illustrated in the diagram attached as Exhibit A.

I. BACKGROUND

CORPORATION

CORPORATION is one of the largest commercial finance companies specializing in automotive-related finance. CORPORATION's consolidated total assets (owned and serviced) exceeds $$$$$ and its equity exceeds $$$$$. Its holdings include retail and wholesale automotive sales finance contracts, insurance and mortgage banking operations. As part of its business, CORPORATION is also one of the largest retail automotive lessors. CORPORATION began retail automotive leasing #### years ago. At DATE, its lease portfolio exceeded $$$$$.

CORPORATION Funding Strategy

Due to its size, CORPORATION needs to access the broadest possible markets to finance its operations. In more than ##### years of existence, CORPORATION has observed, and in some cases led, many changes in the financial markets.

Along with the use of its own capital, CORPORATION traditionally has funded its automotive financing operations through the sale of debt securities and commercial paper in the public markets

Need for Lease Securitization

Retail leasing is an area of rapid portfolio growth for CORPORATION primarily due to economic considerations. As quality and content of vehicles have improved, prices of new and used automobiles have risen. As a result, consumers who wish to drive newer vehicles have found that leasing is a desirable option, because it permits them to make lower monthly payments relative to purchasing. In order to maintain and improve its ability to make leases available to consumers, CORPORATION is seeking to issue securities directly or, indirectly secured by automobile lease receivables (a process known as 'lease securitization").

Challenges of Lease Securitization: Titling

Lease securitization has been a particularly challenging area for automobile finance companies. One of the more difficult areas to be addressed in a lease securitization has involved state motor vehicle certificate of title laws.

Certificate of title laws require owners of motor vehicles to be recorded on certificates of title. As a result, a financial investor in lease receivables may need to record its name on each automobile title in order to assure it will be protected if the originator or seller of the leases encounters financial problems. Absent a title held in the name of the financial investor, or a person acting on its behalf (e.g., a trustee), the financial investor has little assurance its purchase will not be reversed if the originator/seller declares bankruptcy. Due to that risk, a financial investor not reflected, directly or indirectly, on the vehicle certificate of title can be assured of no greater protection if the originator/seller of the lease becomes bankrupt than an unsecured

creditor of the originator/seller.

Consequently, without a procedure to efficiently record the interest of financial investors in lease receivables on certificates of title, the economic benefits of securitization to the automobile finance company and consumers (e.g., more favorable rates on the finance company's loans to consumers) are limited. Moreover, the cost to record each potential transfer of a financial investor's interest in a large number of motor vehicles is economically prohibitive. As a result, lessors have developed a procedure to title cars In the name of a trust (sometimes referred to as a titling trust") which addresses these Issues.

The Titling Trust: A Familiar Solution

A trust is a fiduciary relationship in which the trust or the trustee is the holder of the title to property subject to an equitable obligation to keep or use it for the exclusive benefit of another person (the beneficiary). When leased vehicles are titled in the name of a trust, the trustee performs its traditional role of holding legal title for trust beneficiaries. In the case of a titling trust, the trust beneficiaries are the financial investors or the real owners of the vehicles. Both the trustee and the beneficiaries agree to effect a certificate of title transfer when the vehicle is acquired by someone that is not a beneficiary of the trust.

The Titling Trust: Parallels in the Mortgage Industry

The solution offered by use of a titling trust is similar, in many respects, to solutions established in the development of mortgage-backed securities. For mortgages, uncertainty of perfection of security interests arose because of real estate recording statutes. Concern regarding title to a mortgagee's real estate interest precluded securitization of mortgage loans until procedures were developed to perfect the security interest of mortgage investors, by having the recorded mortgage held in the name of a trustee, custodian or servicer acting for all mortgage investors.

With respect to the financial investors in each mortgage, the role of titleholding by a

servicer/custodian is that of a nominee, holding bare legal title only, such that the title held by the

servicer/custodian has no asset value. The mortgage is an asset of the financial investor and not of the servicer/custodian. Interests owned by financial investors are reflected on the books of the trustee or servicer. The trustee or servicer also keeps records necessary to trace all mortgage-related parties that have income and other tax obligations. The investment asset value of mortgages can then be traded among financial investors just like stocks and bonds, without the need to change the record titleholder each time beneficial interests in mortgage-backed securities are transferred. The procedures CORPORATION and other automotive finance companies have developed for compliance with certificate of title laws employ the same basic solution.

II. CORPORATION's FINANCING PROGRAM

Titling Trust: TRUST. Trust

Under CORPORATION's proposal, a trust will be named on the certificate of title as a nominee for the trust beneficiaries. To this end, CORPORATION created a trust, TRUST"), that owns only the bare legal title to leased vehicles and accepts responsibility to pass all requisite rights and obligations related to the vehicles onto the trust's beneficiaries, CORPORATION and TRUST B. Trust. As more fully described below, TRUST B. Trust is a recently established leasing entity. These trust beneficiaries own 100% of the economic interest in each lease and related vehicle.

CORPORATION has also created a lease servicing system in which CORPORATION, as servicer appointed by the trust beneficiaries and the trustee, accepts full responsibility for the trust beneficiaries' compliance with all state and federal laws (tax and otherwise) in connection with each beneficiaries' role as beneficial owner and lessor of motor vehicles. In addition, CORPORATION, as servicer, accepts the obligation to maintain records of the investment in leased vehicles and to report tax and other matters in respect of the automobiles subject to lease.

TRUST Trust is a STATE business trust that does not have the characteristics required to be deemed engaged in business, such as employees, offices or tangible property, or revenue. Furthermore, TRUST Trust does not:

‑ receive any rent;

‑ enjoy any of the benefits of ownership;

‑ receive any compensation as nominee holder of legal title to vehicles;

‑ reflect any vehicles or leases on its books and records; nor

‑ realize any gains or losses attributed to ownership of leases or leased vehicles.

TRUST Trust is merely the nominee titleholder to leased vehicles beneficially owned by CORPORSTION or TRUST B Trust, as applicable, and therefore TRUST Trust will not engage in any business in Utah.

TRUST Trust's sole purpose is to act as a safe repository of titles to vehicles purchased by CORPORATION and TRUST B. Trust who are the trust beneficiaries. As outlined in Exhibit A, TRUST Trust never originates the lease, nor is it ever the owner of an economic interest in the vehicle. Whenever a dealer originates a lease, either CORPORATION or TRUST Trust will purchase the vehicle and lease from the dealer. Title to each such vehicle is directed by CORPORATION or TRUST B Trust, as applicable, to be created in the name of "TRUST" or "TRUST. Trust," as its nominee. The title would be re-registered when any non-beneficiary acquires the vehicle, which is generally only at lease end.

Lease Entities: TRUST B Trust/CORPORATION

TRUST B Trust is a recently established Delaware business trust that is principally owned by several major financial institutions and has only minimal ownership by affiliates of CORPORATION. Two major rating agencies have reviewed and assigned an investment grade rating of RATING to the equity of TRUST B Trust.

As previously mentioned, TRUST B Trust may purchase most of the new leases and vehicles directly from GM dealers. Any vehicles and related leases that are not eligible to be purchased by TRUST B. Trust (e.g., terms greater than 36 months) in accordance with its agreements with the equity owners of TRUST B. Trust, will continue to be purchased by CORPORATION. In each case, either CORPORATION or TRUST. Trust will direct that the vehicles be titled in the name of TRUST . Trust as its respective nominee. Titles to vehicles beneficially owned by TRUST B. Trust and CORPORATION will be held by TRUST Trust in their own separate and distinct beneficiary account. Since the legal title owner, however, is TRUST Trust (regardless of which TRUST Trust beneficiary (CORPORATION or TRUST B Trust) owns the economic and beneficial interest in each vehicle), the beneficiary need not and should not be independently identified on the certificate of title. For future vehicles purchased and leased by CORPORATION, TRUST Trust or any other potential financial investor in leases originated under CORPORATION's programs, all certificates of title will be titled in TRUST Trust, as nominee. See Exhibit B for more detail on the sequence of transactions (under both current and proposed structures) in the life of retail leases.

Similar to CORPORATION, TRUST B Trust will be appropriately licensed in each state where it does business. Conversely, TRUST Trust should not be required to be licensed in any state since it does not engage in business of any type and only acts as nominee for its beneficiaries.

Furthermore, CORPORATION and TRUST B Trust are responsible for payment of state taxes since all ownership rights of value and all cash flows from leases are the property of CORPORATION and TRUST B Trust, as applicable. CORPORATION in its role as servicer, will be responsible for notifying the trust beneficiaries, CORPORATION and TRUST B Trust, of such obligations and for remitting receipts of taxes to

each state on their behalf.

In summary, the purpose of CORPORATION's lease securitization program is to create an efficient system that ensures compliance with all applicable laws, including motor vehicle laws, while making the asset value of leases more saleable and, therefore, less costly for consumers.

III. UTAH CONFIRMATION OF CORPORATION's PROGRAM REQUESTED

CORPORATION is prepared to begin the process of titling all vehicles leased to consumers in Utah as part of the securitization program described above. This process is already underway in a number of other states. Therefore, we respectfully request your written confirmation on the following points:

1. The program's structure requires that all vehicles be titled in the name of TRUST or TRUST Trust in order for the associated lease to be included in the lease securitization program.

Please confirm: titling in the name of TRUST or TRUST Trust is acceptable and in compliance with Utah law.

2. In light of TRUST Trust's nominee role and absence of business activities, CORPORATION and TRUST B Trust will individually be responsible for satisfying all licensing requirements and for ensuring compliance with state tax law.

Please confirm: (I) TRUST Trust will be exempt from all licensing, dealership and state tax requirements and (ii) CORPORATION and TRUST B Trust will be responsible for all licensing, dealership and state tax requirements.

Thank you again for your attention to this matter. We hope this discussion of CORPORATION's proposed lease securitization program has been helpful and look forward to your response.

RESPONSE LETTER

May 23, 2000

RE: Advisory Opinion Concerning TRUST (TRUST. Trust@)

Dear NAME,

You have requested an advisory opinion concerning a financing program that CORPORATION is implementing in several states. You request confirmation that CORPORATION=s program, which would require all vehicles leased by CORPORATION to be titled in the name of a titling trust known as TRUST Trust, will comply with Utah law. Specifically, you ask the Commission to confirm:

1. That titling leased vehicles in the name of TRUST. Trust is acceptable and in compliance with Utah law; and

2. That TRUST Trust will be exempt from all licensing, dealership, and state tax requirements and that CORPORATION and Central Originating Lease Trust (TRUST B Trust@) will be responsible for all licensing, dealership, and state tax requirements.

Titling Leased Vehicles. As to your first request, a motor vehicle is required to be titled by its owner. Utah Code Ann. '41-1a-102(40)(c) states that if a vehicle is the subject of an agreement to lease, the lessor is considered the owner until the lessee exercises his option to purchase the vehicle. Your proposed financing program appears to establish that TRUST Trust is the lessor of the leased motor vehicles. As such, TRUST Trust would also be considered the owner for titling purposes. Your financing program would appear to transfer only a beneficial interest in TRUST Trust, which would not affect its status as the lessor of the motor vehicles. If this is indeed the case, then TRUST Trust would remain the owner of the vehicles and there would be no need to retitle the vehicles. However, should you organize a transfer so that an entity other than TRUST Trust becomes the lessor of the vehicles, then the vehicles would need to be titled in the name of the new lessor.

Licensing, Dealership, and Tax Requirements. As to your second request, TRUST Trust does not have the characteristics required to be deemed engaged in business, such as employees, offices or tangible property, or revenue. Therefore, without a principal place of business, TRUST Trust cannot be licensed as a dealer in Utah. Utah Code Ann. '41-3-204(1)(a). Consequently, TRUST Trust would be unable to carry out the licensing, dealership, or tax responsibilities and liabilities arising out of your financing program. Instead, these responsibilities and liabilities would fall upon the appropriate trustees or beneficiaries associated with TRUST. Trust because TRUST Trust is deemed to have constructive presence in Utah because its trustee or trustees have a presence in Utah and are acting on behalf of TRUST. Trust in a fiduciary capacity. If, as proposed in your financing program, CORPORATION and TRUST B Trust are indeed the trustees or beneficiaries of TRUST Trust, the responsibilities and liabilities associated with your financing program, including those associated with TRUST Trust, would fall upon them.