Common use of Waiver of Opinion Clause in Contracts

Waiver of Opinion. Each Warehouse Facility Agent, each Warehouse Facility Lender, the Closed-End Servicer, the Titling Trust and the Closed-End Collateral Agent each hereby waives the requirement set forth in Section 10.1 of this Closed-End Servicing Agreement that an opinion of counsel with respect to certain U.S. federal tax matters be delivered solely in connection with the execution and delivery of this amendment and restatement of this Closed-End Servicing Agreement. Executed: WORLD OMNI FINANCIAL CORP., as Closed-End Servicer By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Assistant Treasurer WORLD OMNI LT, as Titling Trust By: VT INC., as Titling Trustee By: /s/ Xxxxxxxx X. Child Name: Xxxxxxxx X. Child Title: President AL HOLDING CORP., as Closed-End Collateral Agent By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President Exhibit A LOCATION OF LEASE FILES [to be provided electronically] Exhibit B FORM OF MONTHLY WAREHOUSE FACILITY POOL REPORT [On file with the Closed-End Servicer] Exhibit C FORM OF CLOSED-END POWER OF ATTORNEY STATE OF ILLINOIS } } COUNTY OF XXXX } Reference is made to the Third Amended and Restated Pledge and Security Agreement (as amended, the “Security Agreement”), dated as of July 16, 2008, between the WORLD OMNI LT, a Delaware statutory trust, as Borrower (the “Borrower”), and AL HOLDING CORP., a Delaware corporation (“ALHC”), as collateral agent (the “Closed-End Collateral Agent”), as amended, supplemented or otherwise modified from time to time. Pursuant to the Security Agreement, the Closed-End Collateral Agent will hold a security interest in assets of the Borrower allocated to the Specified Interest designated as the “Closed-End Collateral Specified Interest” and certain related assets for the benefit of the Secured Parties specified therein. ALHC, having an office and place of business at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, appoints:

Waiver of Opinion. Each Warehouse Facility Agent, each Warehouse Facility Lender, the Closed-End Servicer, the Titling Trust and the Closed-End Collateral Agent each hereby waives the requirement set forth in Section 10.1 of this Closed-End Servicing Agreement that an opinion of counsel with respect to certain U.S. federal tax matters be delivered solely in connection with the execution and delivery of this amendment and restatement of this Closed-End Servicing Agreement. Executed: WORLD OMNI FINANCIAL CORP., as Closed-End Servicer By: /s/ Xxx Bxx Xxxxxx Name: Xxx Bxx Xxxxxx Title: Assistant Treasurer Closed-End Servicing Agreement WORLD OMNI LT, as Titling Trust By: VT INC., as Titling Trustee By: /s/ Xxxxxxxx Pxxxxxxx X. Child Name: Xxxxxxxx Pxxxxxxx X. Child Title: President Closed-End Servicing Agreement AL HOLDING CORP., as Closed-End Collateral Agent By: /s/ Xxxxxx Pxxxxx X. Xxxxxxx Name: Xxxxxx Pxxxxx X. Xxxxxxx Title: Vice President Closed-End Servicing Agreement Exhibit A LOCATION OF LEASE FILES [to be provided electronically] Closed-End Servicing Agreement Exhibit B FORM OF MONTHLY WAREHOUSE FACILITY POOL REPORT [On file with the Closed-End Servicer] Servicing Agreement Exhibit C FORM OF CLOSED-END POWER OF ATTORNEY STATE OF ILLINOIS } } COUNTY OF XXXX CXXX } Reference is made to the Third Amended and Restated Pledge and Security Agreement (as amended, the “"Security Agreement”"), dated as of July 16, 2008, between the WORLD OMNI LT, a Delaware statutory trust, as Borrower (the “"Borrower”"), and AL HOLDING CORP., a Delaware corporation (“"ALHC”"), as collateral agent (the “"Closed-End Collateral Agent”"), as amended, supplemented or otherwise modified from time to time. Pursuant to the Security Agreement, the Closed-End Collateral Agent will hold a security interest in assets of the Borrower allocated to the Specified Interest designated as the “"Closed-End Collateral Specified Interest” " and certain related assets for the benefit of the Secured Parties specified therein. ALHC, having an office and place of business at 000 200 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, appoints:

Waiver of Opinion. Each Warehouse Facility Agent, each Warehouse Facility Lender, the Closed-End Servicer, the Titling Trust and the Closed-End Collateral Agent each hereby waives the requirement set forth in Section 10.1 of this Closed-End Servicing Agreement that an opinion of counsel with respect to certain U.S. federal tax matters be delivered solely in connection with the execution and delivery of this amendment and restatement of this Closed-End Servicing Agreement. Executed: WORLD OMNI FINANCIAL CORP., as Closed-End Servicer By: /s/ Xxx Bxx Xxxxxx Name: Xxx Bxx Xxxxxx Title: Assistant Treasurer Closed-End Servicing Agreement WORLD OMNI LT, as Titling Trust By: VT INC., as Titling Trustee By: /s/ Xxxxxxxx Pxxxxxxx X. Child Name: Xxxxxxxx Pxxxxxxx X. Child Title: President Closed-End Servicing Agreement AL HOLDING CORP., as Closed-End Collateral Agent By: /s/ Xxxxxx Pxxxxx X. Xxxxxxx Name: Xxxxxx Pxxxxx X. Xxxxxxx Title: Vice President Closed-End Servicing Agreement Exhibit A LOCATION OF LEASE FILES [to be provided electronically] Closed-End Servicing Agreement Exhibit B FORM OF MONTHLY WAREHOUSE FACILITY POOL REPORT [On file with the Closed-End Servicer] Servicing Agreement Exhibit C FORM OF CLOSED-END POWER OF ATTORNEY STATE OF ILLINOIS } } COUNTY OF XXXX CXXX } Reference is made to the Third Amended and Restated Pledge and Security Agreement (as amended, the “Security Agreement”), dated as of July 16, 2008, between the WORLD OMNI LT, a Delaware statutory trust, as Borrower (the “Borrower”), and AL HOLDING CORP., a Delaware corporation (“ALHC”), as collateral agent (the “Closed-End Collateral Agent”), as amended, supplemented or otherwise modified from time to time. Pursuant to the Security Agreement, the Closed-End Collateral Agent will hold a security interest in assets of the Borrower allocated to the Specified Interest designated as the “Closed-End Collateral Specified Interest” and certain related assets for the benefit of the Secured Parties specified therein. ALHC, having an office and place of business at 000 200 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, appoints: