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EXHIBIT 10.2
This instrument prepared by:
Xxxxx X. Xxxxxxx
Xxxxxxxx & Xxxxxxxx
000 Xxxxxxx Xx., X.X.
Xxxxxxxxxx, XX 00000
______________________________________________________________________________
AUTO LEASE FINANCE L.P.,
VT INC.,
AS TRUSTEE OF WORLD OMNI LT,
AND
FOR CERTAIN LIMITED PURPOSES ONLY
FIRST BANK NATIONAL ASSOCIATION
(SUCCESSOR TRUSTEE TO BANK OF AMERICA ILLINOIS)
FORM OF
SUPPLEMENT 1996-B TO
TRUST AGREEMENT
DATED AS OF OCTOBER 1, 1996
________________________________________________________________________________
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TABLE OF CONTENTS
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RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
PART X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 10.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 3
Accountant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Additional Loss Amount . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Administrative Expense . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ALFI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ALFI LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Amortization Period . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Backup Security Agreement . . . . . . . . . . . . . . . . . . . . . . . . 4
Bankrupt Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Capped Contingent and Excess Liability Premiums . . . . . . . . . . . . . 4
Capped Origination Trust Administrative Expenses . . . . . . . . . . . . . 5
Charged-off Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Collection Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Contingent and Excess Liability Insurance Policy . . . . . . . . . . . . . 6
Contract Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Credit and Collection Policy . . . . . . . . . . . . . . . . . . . . . . . 6
Cutoff Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Defaulted Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Delinquent Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Deposit Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Discounted Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Discounted Principal Balance . . . . . . . . . . . . . . . . . . . . . . . 7
Distribution Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Due Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Eligible Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Eligible Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Extension Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
First Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Grantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Independent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Initial Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Initial Grantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Initial Cutoff Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Insurance Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Insurance Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Interest Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Lease Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Lease Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Liquidation Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Matured Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Matured Leased Vehicle Expenses . . . . . . . . . . . . . . . . . . . . . 13
Matured Leased Vehicle Inventory . . . . . . . . . . . . . . . . . . . . . 13
Matured Leased Vehicle Proceeds . . . . . . . . . . . . . . . . . . . . . 14
Matured Vehicle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Monthly Lease Payment . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Net Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Net Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 14
Net Matured Leased Vehicle Proceeds . . . . . . . . . . . . . . . . . . . 14
Net Repossessed Vehicle Proceeds . . . . . . . . . . . . . . . . . . . . . 15
1996-B Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1996-B Leased Vehicle . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1996-B SUBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1996-B SUBI Asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1996-B SUBI Certificate . . . . . . . . . . . . . . . . . . . . . . . . . 15
1996-B SUBI Collection Account . . . . . . . . . . . . . . . . . . . . . . 15
1996-B SUBI Lease Account . . . . . . . . . . . . . . . . . . . . . . . . 15
1996-B SUBI Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . 15
99.8% 1996-B SUBI Certificate . . . . . . . . . . . . . . . . . . . . . . 15
0.2% 1996-B SUBI Certificate . . . . . . . . . . . . . . . . . . . . . . . 15
Obligee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Obligor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Outstanding Principal Balance . . . . . . . . . . . . . . . . . . . . . . 15
Payment Ahead . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Permitted Investments . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Principal Collections . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Repossessed Vehicle Expenses . . . . . . . . . . . . . . . . . . . . . . . 16
Repossessed Vehicle Proceeds . . . . . . . . . . . . . . . . . . . . . . . 17
Residual Value Surplus Account . . . . . . . . . . . . . . . . . . . . . . 17
Revolving Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Securitization Trust Documents . . . . . . . . . . . . . . . . . . . . . . 17
Securitization Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Security Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Servicer Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Servicing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Servicing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SUBI Certificate Agreement . . . . . . . . . . . . . . . . . . . . . . . . 18
Subsequent Cutoff Date . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Transfer Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
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Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Unallocated Principal Collections . . . . . . . . . . . . . . . . . . . . 18
WOFCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 10.02. Rights in Respect of 1996-B SUBI . . . . . . . . . . . . . 18
PART XI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
CREATION OF 1996-B SUBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 11.01. Initial Creation of 1996-B SUBI
Portfolio and 1996-B SUBI . . . . . . . . . . . . . . . . 19
Section 11.02. Subsequent Additions to 1996-B SUBI Portfolio . . . . . . 20
Section 11.03. Issuance and Form of 1996-B SUBI Certificates . . . . . . 22
Section 11.04. Actions and Filings . . . . . . . . . . . . . . . . . . . 22
Section 11.05. Termination of 1996-B SUBI. . . . . . . . . . . . . . . . 23
Section 11.06. Merger or Consolidation of Trustee. . . . . . . . . . . . 23
Section 11.07. Representations and Warranties of Trustee . . . . . . . . 23
Section 11.08. Other SUBIs. . . . . . . . . . . . . . . . . . . . . . . 24
Section 11.09. Retained SUBI Interest . . . . . . . . . . . . . . . . . 25
Section 11.10. Minimum Net Worth. . . . . . . . . . . . . . . . . . . . 25
PART XII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SUBI ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 12.01. 1996-B SUBI Collection Account . . . . . . . . . . . . . . 25
Section 12.02. SUBI Lease Account . . . . . . . . . . . . . . . . . . . . 27
Section 12.03. Residual Value Surplus Account . . . . . . . . . . . . . . 29
Section 12.04. Servicer Calculations . . . . . . . . . . . . . . . . . . . 29
PART XIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.01. Amendment, Etc. . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.02. Governing Law. . . . . . . . . . . . . . . . . . . . . . . 31
Section 13.03. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 13.04. Severability of Provisions . . . . . . . . . . . . . . . . 31
Section 13.05. Effect of Supplement on Trust Agreement . . . . . . . . . . 31
EXHIBITS:
EXHIBIT A - Schedule of 1996-B Leases and 1996-B Leased
Vehicles as of the Initial Cutoff Date . . . . . . . . . . . . . A-1
EXHIBIT B - Form of 1996-B SUBI Certificates . . . . . . . . . . . . . . . . B-1
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EXHIBIT C - Forms of 1996-B Lease . . . . . . . . . . . . . . . . . . . . . . . C-1
EXHIBIT D - Current Credit and Collection Policy . . . . . . . . . . . . . . . . D-1
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SUPPLEMENT 1996-B TO
TRUST AGREEMENT
SUPPLEMENT 1996-B TO TRUST AGREEMENT (the "Supplement"), dated and
effective as of October 1, 1996, among AUTO LEASE FINANCE L.P., a Delaware
limited partnership ("ALFI LP" or, in its capacity as grantor, the "Grantor"
and in its capacity as beneficiary, the "Beneficiary"), VT INC., an Alabama
corporation, as trustee (in such capacity, together with any successor or
permitted assign, the "Trustee"), and for certain limited purposes only, FIRST
BANK NATIONAL ASSOCIATION, a national banking association (successor trustee to
Bank of America Illinois, an Illinois banking corporation) (together with any
successor, "First Bank").
RECITALS
A. The Grantor, the Trustee and First Bank have entered
into that certain Second Amended and Restated Trust Agreement dated as of July
1, 1994 (amending and restating that certain original Trust Agreement among
Auto Lease Finance, Inc., a Delaware corporation ("ALFI" or, in its capacity as
initial grantor, the "Initial Grantor"), the Trustee and First Bank dated as of
November 1, 1993, and that certain Amended and Restated Trust Agreement dated
as of June 1, 1994 among the Initial Grantor, the Grantor, the Trustee and
First Bank), as amended by that certain Amendment No. 1 to Second Amended and
Restated Trust Agreement dated as of November 1, 1994 among the same parties
(as so amended and restated, and as it may be further amended, supplemented or
modified, the "Trust Agreement"), pursuant to which the Initial Grantor and the
Trustee formed World Omni LT, an Alabama trust (the "Trust") for the purpose of
taking assignments and conveyances of, holding in trust and dealing in, various
Trust Assets (as defined in the Trust Agreement) in accordance with the Trust
Agreement. The Initial Grantor and World Omni Financial Corp. ("WOFCO"), the
sole parent of ALFI, have entered into that certain Limited Partnership
Agreement dated as of June 1, 1994, as amended and restated by that certain
Amended and Restated Limited Partnership Agreement dated as of July 1, 1994,
pursuant to which the Grantor was created and ALFI contributed to the Grantor
all of its right, title and interest in and to the Trust both as Initial
Grantor and as the Initial Beneficiary thereof.
B. The Trustee, on behalf of the Trust, and WOFCO (in
its capacity as servicer, the "Servicer") also have entered into that certain
Second Amended and Restated Servicing Agreement dated as of July 1, 1994 (the
"Servicing Agreement"), amending and restating that certain original Servicing
Agreement dated as of November 1, 1993, and that certain Amended and Restated
Servicing Agreement dated as of June 1, 1994, which provides,
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among other things, for the servicing of the Trust Assets by the Servicer.
C. The Trust Agreement contemplates that, from time to
time the Trustee, on behalf of the Trust and at the direction of the
Beneficiary, will identify and allocate on the Trust's books and records
certain Trust Assets within a separate SUBI Portfolio (as defined in the Trust
Agreement) and create and issue to the Beneficiary a separate special unit of
beneficial interest in the Trust or "SUBI" (as defined in the Trust Agreement),
whose beneficiaries generally will be entitled to the net cash flow arising
from, but only from, the related SUBI Portfolio (as defined in the Trust
Agreement), all as set forth in the Trust Agreement.
D. The parties hereto desire to supplement the terms of
the Trust Agreement to cause the Trustee to identify and allocate such a SUBI
Portfolio (the "1996-B SUBI Portfolio") and to create and issue to the
Beneficiary two (2) SUBI Certificates (as defined in the Trust Agreement) (such
SUBI Certificates, together with any replacements thereof, the "1996-B SUBI
Certificates") that, collectively, evidence the entire beneficial interest in
the related SUBI (the "1996-B SUBI"), and to set forth the terms and conditions
thereof.
E. Concurrently herewith, the Beneficiary and World Omni
Lease Securitization L.P. (the "Seller") are entering into that certain SUBI
Certificate Purchase and Sale Agreement dated as of October 1, 1996 (the "SUBI
Certificate Agreement"), pursuant to which the Beneficiary will sell to the
Seller, without recourse, all of the Beneficiary's right, title and interest in
and to the 1996-B SUBI and the 1996-B SUBI Certificates, all moneys due thereon
and paid thereon or in respect thereof and the right to realize on any property
that may be deemed to secure the 1996-B SUBI, and all proceeds thereof, all in
consideration of the cash payment to the Beneficiary of an amount equal to the
Aggregate Net Investment Value (as defined in the Securitization Trust
Agreement, as defined below) of the 1996-B SUBI Portfolio as of the Initial
Cutoff Date (as defined below).
F. Also concurrently herewith, and as contemplated by
the Servicing Agreement and the Trust Agreement, the Seller and First Bank, as
trustee (the "Securitization Trustee") are entering into that certain
Securitization Trust Agreement dated as of October 1, 1996 (the "Securitization
Trust Agreement"), pursuant to which the SUBI Certificate (as defined in the
Trust Agreement) representing a 99.8% beneficial interest in the 1996-B SUBI
(the "99.8% 1996-B SUBI Certificate") will be transferred to the Securitization
Trustee, in that capacity, in connection with a Securitized Financing (as
defined in the Trust Agreement) by the Seller, but the SUBI Certificate
representing a 0.2%
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beneficial interest in the 1996-B SUBI (the "0.2% 1996-B SUBI Certificate")
will be retained by the Seller and not used in connection with a Securitized
Financing.
G. Also concurrently herewith, the Trustee, on behalf of
the Trust, and the Servicer also are entering into that certain Supplement
1996-B to Servicing Agreement (the "Servicing Supplement") pursuant to which,
among other things, the terms of the Servicing Agreement will be supplemented
insofar as they apply to the 1996-B SUBI Portfolio, providing for further
specific servicing obligations that will benefit the holders of the 1996-B SUBI
Certificates and the parties to the Securitized Financing (as defined in the
Trust Agreement) contemplated by the Securitization Trust Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained and in the Trust Agreement, the parties hereto agree
to the following supplemental obligations and provisions with regard to the
1996-B SUBI Portfolio:
PART X
DEFINITIONS
SECTION 10.01. DEFINITIONS.
For all purposes of this Supplement, except as otherwise
expressly provided or unless the context otherwise requires, (a) unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings attributed to them by the Trust Agreement, (b) the capitalized terms
expressly defined in this Supplement have the meanings assigned to them in this
Supplement and include (i) all genders and (ii) the plural as well as the
singular, (c) all references to words such as "herein", "hereof" and the like
shall refer to this Supplement as a whole and not to any particular article or
section within this Supplement, (d) the term "include" and all variations
thereon shall mean "include without limitation", and (e) the term "or" shall
include "and/or".
"Accountant" means a Person qualified to pass upon accounting
questions, whether or not (unless herein required to be Independent) such
person shall be an officer or employee of the Grantor, the Trust or the Seller
or of an Affiliate thereof.
"Additional Loss Amount" means, with respect to any Collection
Period, all payments (including any indemnification or reimbursement of the
Trustee or any Trust Agent) with respect to Claims by Persons other than the
Trustee, the Trust Agent, the Servicer, the Securitization Trustee, the
Certificateholders, and any other beneficiary of the Trust against or with
respect to the
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1996-B SUBI Assets paid during that Collection Period, including reasonable
fees and expenses of attorneys incurred in defending or settling such Claims,
all as allocated by the Trustee pursuant to Section 7.01(c) of the Trust
Agreement, and the amount of reserves for future possible such payments that
the Servicer, on behalf of the Trustee, deems advisable (after consultation
with Independent Accountants) to retain in the 1996-B SUBI Collection Account
out of moneys that otherwise would constitute Collections for that Collection
Period.
"Administrative Expense" means any reasonable administrative
cost or expense associated with the Trust, including reasonable fees and
expenses of attorneys and accountants (other than such fees and expenses as
constitute an Additional Loss Amount).
"Advance" means those advances required or permitted to be
made by the Servicer pursuant to Section 9.04 of the Servicing Supplement.
"ALFI" has the meaning set forth in Recital A.
"ALFI LP" has the meaning set forth in the Preamble.
"Amortization Period" has the meaning set forth in the
Securitization Trust Agreement.
"Backup Security Agreement" means that certain Backup Security
Agreement dated as of October 1, 1996, among WOFCO, the Grantor, the Trustee on
behalf of the Trust, the Seller, and the Securitization Trustee on behalf of
the Securitization Trust.
"Bankrupt Lease" means a Lease as to which a voluntary or
involuntary case has commenced against the related Obligor under the federal
bankruptcy laws, as now or hereafter in effect, or under another present or
future federal or State bankruptcy, insolvency or similar laws, after the date
of origination of the related Lease.
"Beneficiary" has the meaning set forth in the Preamble.
"Capped Contingent and Excess Liability Premiums" means, as of
any Deposit Date, an amount sufficient to pay the premiums then due on the
portion of any Contingent and Excess Liability Insurance Policies allocable to
the 1996-B SUBI Portfolio, provided, however, that to the extent that the
portion of such amount allocable to the 99.8% 1996-B SUBI Certificate, together
with all such portions since the beginning of the calendar year, exceeds
$550,000.00, such portion shall not constitute a Capped Contingent and Excess
Liability Premium but
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instead shall constitute an "Uncapped Administrative Expense" (as defined in
the Securitization Trust Agreement).
"Capped Origination Trust Administrative Expenses" means, as
of any Deposit Date, Administrative Expenses with respect to the Trust due on
or before such Deposit Date as are allocable to the 1996-B SUBI Portfolio, but
specifically not including any premiums on any portion of the Contingent and
Excess Liability Insurance Policies allocable to the 1996-B SUBI Portfolio;
provided, however, that to the extent the portion of such Administrative
Expenses allocable to the 99.8% 1996-B SUBI Certificate, together with all such
portions since the beginning of the calendar year, exceeds $__________, such
portion shall not constitute a Capped Origination Trust Administrative Expense
but instead shall constitute an "Uncapped Administrative Expense" (as defined
in the Securitization Trust Agreement).
"Charged-off Lease" means a Lease (a) with respect to which
the related Leased Vehicle has been repossessed and sold or otherwise disposed
of, or (b) the Lease has been written off by the Servicer in accordance with
its normal policies for writing off lease contracts other than with respect to
repossessions.
"Collection Period" means, with respect to any Distribution
Date, the period from and including the first day of the calendar month
immediately preceding the calendar month in which such Distribution Date occurs
(or, with respect to the first Distribution Date, from and including the
Initial Cutoff Date) to and including the last day of the calendar month
immediately preceding the calendar month in which the Distribution Date occurs.
"Collections" means, with respect to any Collection Period,
all collections received on or in respect of the 1996-B Leases and 1996-B
Leased Vehicles in respect of that Collection Period, including the following,
but subject to any limitations set forth therein: (i) Monthly Lease Payments
(including amounts that previously were Payments Ahead but which became due
during that Collection Period, Prepayments, Extension Fees, and any other
payment by an Obligor under a 1996-B Lease); (ii) Net Matured Leased Vehicle
Proceeds, Net Repossessed Vehicle Proceeds, and all other Net Liquidation
Proceeds; (iii) any Net Insurance Proceeds not included in Net Liquidation
Proceeds; and (iv) Advances; provided, however, that Collections shall in no
event include and shall be net of the following, which shall be retained in the
1996-B SUBI Collection Account or paid to the appropriate party: (A) any
portion of any of the foregoing that represents late payment charges, or
collections allocable to payments to be made by Obligors for payment of
insurance premiums, excise taxes or similar items; (B) Payments Ahead; (C) the
amount of all Advances, Matured Leased Vehicle Expenses,
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Repossessed Vehicle Expenses and other Liquidation Expenses, and Insurance
Expenses reimbursed pursuant to Section 9.02(g) of the Servicing Supplement;
(D) Additional Loss Amounts; and (E) any amounts required to be retained in the
1996-B SUBI Collection Account in order to maintain that account in good
standing.
"Contingent and Excess Liability Insurance Policy" means those
certain policies numbered 5662073, 5662074 and 5662075 issued to the Servicer
and the Trustee, on behalf of the Trust, by Gulf Insurance Company and that
certain policy numbered BE 3102525 issued to the Servicer and the Trustee on
behalf of the Trust by National Union Fire Insurance Company of Pittsburgh,
Pennsylvania and that certain policy numbered XLUMB-1260 issued to X.X. Family
Enterprises, Inc. by X.L. Insurance Company, Ltd. with the Origination Trustee
named as an additional insured or loss payee, plus all excess or umbrella
policies from time to time issued with the Origination Trustee named as an
additional insured or loss payee, in each case to the extent applicable to any
1996-B Lease or 1996-B Leased Vehicle.
"Contract Rights" means all of the Trustee's right, title, and
interest in, to, and under any 1996-B Leases and the proceeds therefrom, which
right, title, and interest include without limitation: the Lease Documents; all
Monthly Lease Payments received on or due on or after the related Cutoff Date;
Security Deposits paid by any Obligor to secure the obligations of such Obligor
to the Obligee in the amount and to the extent provided in the related 1996-B
Lease; partial prepayments and Prepayments (regardless of whether made by the
related Obligor or by any other Person) received on or after the related Cutoff
Date and Matured Leased Vehicle Proceeds, Repossessed Vehicle Proceeds and
other Liquidation Proceeds and Insurance Proceeds received on or after the
related Cutoff Date; subject, however, to the limitations set forth in Section
11.01(a).
"Credit and Collection Policy" means those lease origination
and credit and collection policies and practices of the Servicer as applied by
the Servicer with respect to Leases and Leased Vehicles, a summary of the
current form of which is attached as Exhibit D.
"Cutoff Date" means the Initial Cutoff Date or a Subsequent
Cutoff Date, as the context may require.
"Defaulted Lease" means a Lease (a) as to which any Monthly
Lease Payment or part thereof in excess of $40.00, remains unpaid for more than
90 days from the original due date for such payment, or (b) that is a
Charged-off Lease.
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"Delinquent Lease" means, with respect to any Lease as of any
Due Date, a Lease as to which all or any part of a Monthly Lease Payment in
excess of $40 is unpaid (including without limitation because of a check being
returned for insufficient funds) 61 days or more after its Due Date (other than
a Defaulted Lease or a Lease as to which an extension has been granted with
respect to such Due Date by the Servicer pursuant to clause (ii) of Section
2.02(b) of the Servicing Agreement) (and, if applicable, Section 9.02(a) of the
Servicing Supplement).
"Deposit Date" means, with respect to a Collection Period, the
Business Day preceding the related Distribution Date.
"Discount Rate" means 8.65% per annum.
"Discounted Lease" means a 1996-B Lease with a Lease Rate of
less than 8.65%.
"Discounted Principal Balance" means (i) with respect to any
1996-B Lease that is a Discounted Lease, an amount equal to the present value
of the sum of all remaining Monthly Lease Payments on such Lease paid on a
timely basis, plus the Booked Residual Value of the related 1996-B Leased
Vehicle, calculated by discounting such Monthly Lease Payments and Booked
Residual Value by the Discount Rate, and (ii) with respect to any other 1996-B
Lease, its Outstanding Principal Balance at such time.
"Distribution Date" has the meaning set forth in the
Securitization Trust Agreement.
"Due Date" means, as to any Monthly Lease Payment, the date
during each month upon which such payment is due, which date is specified in
the related 1996-B Lease.
"Eligible Account" means either (a) an account that is
maintained with a depository institution or trust company organized under the
laws of the United States or of any State, the commercial paper or other
short-term unsecured debt obligations of which have credit ratings from Moody's
at least equal to "P-1" (so long as Xxxxx'x is a Rating Agency) and from
Standard & Poor's at least equal to "A-1+" (so long as Standard & Poor's is a
Rating Agency); or (b) a segregated trust account bearing a designation clearly
indicating that funds deposited therein are held in trust for the benefit of
the holders of the 1996-B SUBI Certificates or the Certificateholders, as the
case may be, maintained in the corporate trust department of a depositary
institution or trust company organized under the laws of the United States or
of any State and having corporate trust powers, which institution or trust
company has a rating from Moody's for its long term
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deposits of at least Baa3 (so long as Xxxxx'x is a Rating Agency).
"Eligible Lease" means a Lease as to which the following are
true as of the Closing Date or Transfer Date, as applicable (unless otherwise
specified below):
(a) that was originated by a Dealer (i) in the ordinary
course of its business, (ii) on the form of Lease attached as Exhibit
C, (iii) pursuant to a form of Dealer Agreement which provides for
recourse to the Dealer in the event of certain defects in the Lease
but not for default by the Obligor; and (iv) in compliance with the
Credit and Collection Policy;
(b) which Lease and the related Leased Vehicle are owned
by the Trustee, on behalf of the Trust, free of all Liens (including
tax liens, mechanics' liens and liens that arise by operation of law,
but other than any lien on the title of such Vehicle noted solely to
provide for delivery of title documentation to the Trustee or its
designee);
(c) that was originated in compliance with, and complies
with, all material applicable legal requirements, including, to the
extent applicable, the Federal Consumer Credit Protection Act, as
amended, Regulations M and Z of the Board of Governors of the Federal
Reserve System, as amended, all state leasing and consumer protection
laws and all state and federal usury laws;
(d) as to which all material consents, licenses,
approvals or authorizations of, or registrations or declarations with,
any governmental authority required to be obtained, effected or given
by the originator of such Lease in connection with (i) the origination
of such Lease, (ii) the execution, delivery and performance by such
originator of such Lease, and (iii) the acquisition by the Trustee, on
behalf of the Trust, of such Lease and the related Leased Vehicle,
have been duly obtained, effected or given and are in full force and
effect as of such date of creation or acquisition;
(e) that is the legal, valid and binding full-recourse
payment obligation of the Obligor thereunder, enforceable against such
Obligor in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws, now or hereafter in effect,
affecting the enforcement of creditors' rights in general and except
as such enforceability may be limited by general principles of equity
(whether considered in a suit at law or in equity);
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(f) that, to the knowledge of the Servicer, is not
subject to any right of rescission, setoff, counterclaim or any other
defense (including defenses arising out of violations of usury laws)
of the Obligor thereof to payment of the amounts due thereunder, and
no such right of rescission, setoff, counterclaim or other defense has
been asserted or threatened;
(g) as to which each of the originator of such Lease, the
Servicer and the Trustee, on behalf of the Trust, have each satisfied
all obligations required to be fulfilled on its part with respect to
such Lease and the related Leased Vehicle;
(h) that is payable solely in United States dollars in
the United States;
(i) the Obligor of which is a Person located in one or
more of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia
or a territory of the United States and is not (i) the Initial
Grantor, the Grantor, World Omni Lease Securitization, Inc. or the
Seller, or an Affiliate thereof or (ii) the United States of America
or any state or local government or any agency or political
subdivision thereof;
(j) that requires the Obligor thereunder to maintain
insurance against loss or damage to the related Leased Vehicle under
an insurance policy that names the Trustee, on behalf of the Trust, as
loss payee;
(k) the related Leased Vehicle of which is titled in the
name of the Trustee on behalf of the Trust (or properly completed
applications for such title have been submitted to the appropriate
titling authority) and all transfer and similar taxes imposed in
connection therewith have been paid;
(l) that arises under a closed-end Lease that (i)
requires equal monthly payments to be made within 60 months of the
date of origination of such Lease, and (ii) requires such payments to
be made by the Obligor thereof within 30 days after the billing date
for such payment;
(m) that is fully assignable and that does not require
the consent of the Obligor thereunder as a condition to any transfer,
sale or assignment of the rights of the originator under such Lease;
(n) as to which the Booked Residual Value of the related
Vehicle does not exceed the amount reasonably established by the
Servicer consistent with its policies
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and practices regarding the setting of residual values as applied with
respect to closed-end retail automobile and light duty truck leases;
(o) that, as of the related Cutoff Date, has not been
extended by more than five months in the aggregate or been otherwise
compromised, adjusted or modified except in accordance with the Credit
and Collection Policy;
(p) as to which the Obligor thereof has not made a claim
under the Soldiers' and Sailors' Relief Act of 1940;
(q) that satisfies all applicable requirements of the
Credit and Collection Policy;
(r) that is not allocated to any other SUBI Portfolio
other than the 1996-B SUBI Portfolio;
(s) that, as of the related Cutoff Date, is not a
Delinquent Lease, a Defaulted Lease or a Bankrupt Lease;
(t) that is a finance lease for purposes of generally
accepted accounting principles, consistently applied;
(u) that is a "true lease", as opposed to a lease
intended as security, under the laws of the State in which it was
originated;
(v) as to which the Servicer has not exercised any right
of set off against the originating Dealer as contemplated by Section
2.01(b)(ii)(A) of the Servicing Agreement; and
(w) which Lease, as of the related Cutoff Date, (i) is
written with respect to a Leased Vehicle that was, at the time of
origination of the Lease, a new vehicle, a dealer demonstrator driven
fewer than 6,000 miles or a manufacturer's program vehicle; (ii) was
originated in the United States after November 1, 1993 (in the case of
Leases allocated to the 1996-B SUBI Portfolio as of the Initial Cutoff
Date) or on or before ________, ____ (in the case of Leased Vehicles
allocated to the 1996-B SUBI Portfolio as of a Subsequent Cutoff
Date); (iii) has a Maturity Date on or after ________, ____ and no
later than _________, ____ (in the case of Leases allocated to the
1996-B SUBI Portfolio as of the Initial Cutoff Date) or no later than
_______, ____ (in the case of Leases allocated to the 1996-B SUBI
Portfolio as of a Subsequent Cutoff Date); and (iv) fully amortizes to
an amount equal to the Booked Residual Value of the related Leased
Vehicle based on a fixed Lease Rate calculated on a constant yield
basis and provides for level
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payments over its term (except for payment of such Booked Residual
Value).
"Extension Fee" means, with respect to any 1996-B Lease that
has had its Maturity Date extended pursuant to the Servicing Agreement and the
Servicing Supplement, any payment required to be made with respect to such
1996-B Lease by the Obligor in exchange for the extension.
"First Bank" has the meaning set forth in the Preamble.
"Grantor" has the meaning set forth in the Preamble.
"Independent" means, when used with respect to any specified
Person, such a Person who (a) is in fact independent of the Grantor, the
Trustee, the Seller and any of their respective Affiliates; (b) does not have
any direct financial interest or any material indirect financial interest in
the Grantor, the Trust, the Seller or any of their respective Affiliates; and
(c) is not connected with the Grantor, the Trust, the Seller or any of their
respective Affiliates as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions. "Independent" when
used with respect to any Accountant means such an Accountant, who may also be
the Accountant who audits the books of the Grantor, the Trust, the Seller or
any of their respective Affiliates, who is Independent with respect to the
Grantor, the Trustee, the Seller, and their respective Affiliates as
contemplated by Rule 101 of the Code of Professional Conduct of the American
Institute of Certified Public Accountants. Whenever it is herein provided that
any Independent Person's opinion or certificate shall be furnished to the
Trustee, such Person shall be acceptable to the Trustee if such opinion or
certificate shall state that the signer has read this direction and that the
signer is independent within the meaning thereof.
"Initial Beneficiary" and "Initial Grantor" shall have the
meanings set forth in the Preamble.
"Initial Cutoff Date" means September 1, 1996.
"Insurance Expenses" means any amount of Insurance Proceeds
(a) applied to the repair of the related 1996-B Leased Vehicle, (b) released to
an Obligor in accordance with the normal servicing procedures of the Servicer,
or (c) representing other related expenses incurred by the Servicer not
otherwise included in Liquidation Expenses and recoverable under the Servicing
Agreement or the Servicing Supplement.
"Insurance Policy" means, with respect to a 1996-B Lease,
1996-B Leased Vehicle or Obligor, any policy of comprehensive, collision,
public liability, physical damage,
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personal liability, credit health or accident, credit life or employment
insurance, or any other form of insurance.
"Insurance Proceeds" means, with respect to any 1996-B Lease,
1996-B Leased Vehicle or Obligor, proceeds paid to the Servicer or the Trustee,
on behalf of the Trust, pursuant to an Insurance Policy and amounts paid to the
Trustee, on behalf of the Trust, or the Servicer under any other insurance
policy related to such 1996-B Lease, 1996-B Leased Vehicle or Obligor
(including but not limited to any contingent and excess liability insurance
policy or residual value insurance policy maintained by or on behalf of the
Trustee, on behalf of the Trust).
"Interest Collections" means, with respect to any Collection
Period, all Collections received during or allocable to such Collection Period
other than Principal Collections, less the following, which shall be paid to
the appropriate parties or retained in the 1996-B SUBI Collection Account, as
appropriate, in the following order and priority for so long as WOFCO is the
Servicer: (a) Capped Contingent and Excess Liability Premiums, but with regard
to the Investor Percentage of Interest Collections allocable to the 99.8%
1996-B SUBI Certificate, only to the extent such deduction and payment would
have the same effect as if it followed item (iii) of Section 3.03(b) of the
Securitization Trust Agreement; (b) Capped Origination Trust Administrative
Expenses, but with regard to the Investor Percentage of Interest Collections
allocable to the 99.8% 1996-B SUBI Certificate, only to the extent that such
deduction and payment would have the same effect as if it followed item (iii)
of Section 3.03(b) of the Securitization Trust Agreement and then followed the
deduction and payment set forth in clause (a) above; and (c) the Servicing Fee
and any unpaid Servicing Fee with respect to one or more prior Collection
Periods, but with regard to the Investor Percentage of Interest Collections
allocable to the 99.8% 1996-B SUBI Certificate, only to the extent that such
deduction and payment would be made with the same effect as if it followed item
(x) of Section 3.03(b) of the Securitization Trust Agreement and the deductions
and payments in clauses (a) and (b) have been made as indicated. If WOFCO is
not the Servicer, the deduction and payment in clause (c) shall instead be made
only to the extent that it would have with the same effect as if it followed
item (iv) of Section 3.03(b) of the Securitization Trust Agreement and the
deductions and payments in clauses (a) and (b) of the preceding sentence have
been made as indicated.
"Lease Documents" means, with respect to each 1996-B Lease,
the fully executed 1996-B Lease and any agreement(s) modifying such 1996-B
Lease (including, without limitation, any extension agreement(s) relating to
extended 1996-B Lease(s)).
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"Lease Rate" means, with respect to each Lease, the implicit
rate, calculated on the basis of an annual percentage rate, included in the
calculation of the Monthly Lease Payment due with respect to such Lease.
"Lien" means any security interest, lien, charge, pledge,
equity or encumbrance of any kind other than tax liens, mechanics' liens and
any liens that attach to the 99.8% 1996-B SUBI Interest or any other property,
as the context may require, by operation of law.
"Liquidation Expenses" means Matured Leased Vehicle Expenses,
Repossessed Vehicle Expenses, and all other reasonable out-of-pocket expenses
incurred by the Servicer in connection with the attempted realization of the
full amounts due or to become due under any 1996-B Lease, including expenses
incurred in connection with any collection effort (whether or not resulting in
a lawsuit against the Obligor under such 1996-B Lease) or an application or
request for Insurance Proceeds.
"Liquidation Proceeds" means Matured Leased Vehicle Proceeds,
Repossessed Vehicle Proceeds, and all other gross amounts received by the
Servicer or the Trustee, on behalf of the Trust (before reimbursement for
Liquidation Expenses) in connection with the realization of the full amounts
due or to become due under any 1996-B Lease, whether from the proceeds of any
collection effort (whether or not resulting in a lawsuit against the Obligor
under such Lease), receipt of Insurance Proceeds, or collection of amounts due
under the Servicing Agreement (including but not limited to the application of
Security Deposits pursuant to Section 2.04 thereof), the Servicing Supplement
(including but not limited to any amount required to be deposited by the
Servicer into the 1996-B SUBI Collection Account pursuant to Section 8.03
thereof) or otherwise.
"Matured Lease" means any 1996-B Lease that has reached its
scheduled Maturity Date and as to which all scheduled Monthly Lease Payments
and other payments due thereunder have been made.
"Matured Leased Vehicle Expenses" means reasonable
out-of-pocket expenses incurred by the Servicer in connection with the sale or
other disposition of a 1996-B Leased Vehicle included in Matured Leased Vehicle
Inventory.
"Matured Leased Vehicle Inventory" as of any date means all
Matured Vehicles that first became Matured Vehicles within the three
immediately preceding Collection Periods (or during the months of August,
September and October in respect of any date during the November 1996
Collection Period, the months of September and October 1996 and the November
1996 Collection Period in respect of the December 1996 Collection Period, and
the
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month of October 1996 and the November and December 1996 Collection Periods in
respect of any date during the January 1997 Collection Period), and that, as of
the last day of the most recent Collection Period have remained unsold and not
otherwise disposed of by the Servicer for no more than two full Collection
Periods.
"Matured Leased Vehicle Proceeds" means gross amounts received
by the Servicer or the Trustee, on behalf of the Trust (before reimbursement
for Matured Leased Vehicle Expenses) in connection with the sale or other
disposition of a 1996-B Leased Vehicle included in Matured Leased Vehicle
Inventory (including any charges for excess mileage and excess wear and use).
"Matured Vehicle" as of any date means any 1996-B Leased
Vehicle the related 1996-B Lease of which has reached its Maturity Date and as
to which all scheduled Monthly Lease Payments and other payments due thereunder
have been made, and which Leased Vehicle has been returned to the Servicer on
behalf of the Origination Trustee, on behalf of the Origination Trust,
regardless of the status of the disposition of such 1996-B Leased Vehicle as of
such date.
"Maturity Date" means, with respect to any 1996-B Lease, the
date on which the last scheduled Monthly Lease Payment shall be due and
payable, as such date may be extended pursuant to Section 2.02(b) of the
Servicing Agreement and Section 9.02(a) of the Servicing Supplement.
"Monthly Lease Payment" means, with respect to any Lease, the
amount of each fixed monthly payment payable to the Obligee of such Lease in
accordance with the terms thereof, net of any portion of such monthly payment
that represents late payment charges, Extension Fees or collections allocable
to payments to be made by Obligors for payment of insurance premiums, excise
taxes or similar items.
"Net Insurance Proceeds" means Insurance Proceeds less
Insurance Expenses.
"Net Liquidation Proceeds" means Liquidation Proceeds less
Liquidation Expenses.
"Net Matured Leased Vehicle Proceeds" means Matured Leased
Vehicle Proceeds plus (unless the context otherwise requires) any sums
transferred from the Residual Value Surplus Account pursuant to Section
12.03(b), less Matured Leased Vehicle Expenses (unless the context otherwise
requires, other than those Matured Leased Vehicle Expenses as are reimbursed
from the Residual Value Surplus Account pursuant to Section 9.02(g) of the
Servicing Supplement), and less (unless the context otherwise
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requires) any amounts transferred to the Residual Value Surplus Account
pursuant to Section 12.01(b).
"Net Repossessed Vehicle Proceeds" means Repossessed Vehicle
Proceeds less Repossessed Vehicle Expenses.
"1996-B Lease" has the meaning set forth in Section 11.01(a).
"1996-B Leased Vehicle" has the meaning set forth in Section
11.01(a).
"1996-B SUBI" has the meaning set forth in Recital D.
"1996-B SUBI Asset" has the meaning set forth in Section
11.01(a).
"1996-B SUBI Certificate" has the meaning set forth in Recital
D.
"1996-B SUBI Collection Account" means the separate account
established and maintained by the Trustee as the initial repository of all
proceeds received with respect to all 1996-B SUBI Assets, pursuant to Section
12.01(a).
"1996-B SUBI Lease Account" has the meaning set forth in
Section 12.02(a).
"1996-B SUBI Portfolio" has the meaning set forth in Recital
D.
"99.8% 1996-B SUBI Certificate" has the meaning set forth in
Recital F.
"0.2% 1996-B SUBI Certificate" has the meaning set forth in
Recital F.
"Obligee" means each Person who is the lessor under a 1996-B
Lease or the assignee thereof, including the Trustee on behalf of the Trust.
"Obligor" means each Person who is the lessee under a Lease.
"Outstanding Principal Balance" means, with respect to any
1996-B Lease as of any date, an amount equal to (a) the sum of all Monthly
Lease Payments remaining to be made (provided, however, that Payments Ahead
received but not yet applied are deemed to be Monthly Lease Payments remaining
to be made), less any unearned finance or other charges relating to the period
beginning after the next succeeding Due Date on such 1996-B Lease (determined
in accordance with the actuarial method as applied
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to the Lease Rate for such 1996-B Lease in accordance with the Servicer's usual
practices), plus (b) the Booked Residual Value of the related Leased Vehicle.
"Payment Ahead" means any payment of one or more Monthly Lease
Payments (other than in connection with a Prepayment) remitted by an Obligor
with respect to a 1996-B Lease in excess of the Monthly Lease Payment due
during such Collection Period with respect to such 1996-B Lease, which sums the
Obligor has instructed the Servicer to apply to Monthly Lease Payments due in
one or more immediately subsequent Collection Periods.
"Permitted Investments" has the meaning set forth in the
Securitization Trust Agreement.
"Person" means any legal person, including any individual,
corporation, partnership, joint venture, association, joint stock company,
trust, bank, trust company, estate (including any beneficiaries thereof),
unincorporated organization or government or any agency or political
subdivision thereof.
"Prepayment" means: (a) payment to the Servicer of 100% of the
Outstanding Principal Balance of a 1996- B Lease (exclusive of any 1996-B Lease
referred to in the definition of the term "Charged-off Lease") or such lesser
amount as may be provided for in such 1996-B Lease, including any related
payment of interest, or (b) payment by the Servicer to the Trustee, on behalf
of the Trust, of any amount required to be deposited by the Servicer into the
1996-B SUBI Collection Account pursuant to Section 8.03 of the Servicing
Supplement.
"Principal Collections" means, with respect to any Collection
Period, all Collections received during or allocable to such Collection Period
allocable to the principal component of any 1996-B Lease (including any payment
in respect of the Booked Residual Value of the related 1996-B Leased Vehicle,
but expressly not including Collections with regard to which a Loss Amount (as
defined in the Securitization Trust Agreement) has already accrued); provided,
however, that, solely for purposes of calculating Principal Collections, the
principal portion of Monthly Lease Payments included in such Collections
arising from a Discounted Lease will be discounted on a present value basis at
the Discount Rate.
"Repossessed Vehicle Expenses" means reasonable out-of-pocket
expenses incurred by the Servicer in connection with the sale or other
disposition of a 1996-B Leased Vehicle that has been repossessed by the
Servicer or has been returned to the Servicer for sale or other disposition,
other than for inclusion in Matured Leased Vehicle Inventory.
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"Repossessed Vehicle Proceeds" means gross amounts received by
the Servicer or the Trustee, on behalf of the Trust (before reimbursement for
Repossessed Vehicle Expenses) in connection with the sale or other disposition
of a 1996-B Leased Vehicle that has been repossessed by the Servicer or has
been returned to the Servicer for sale or other disposition in connection with
a Prepayment of the related 1996-B Lease.
"Residual Value Surplus Account" means the separate account
established and maintained by the Trustee pursuant to Section 12.03(a).
"Revolving Period" means the period from the Initial Cutoff
Date to but not including the earlier of October 1, 1997 and the day on which
an Early Amortization Event (as defined in the Securitization Trust Agreement)
occurs.
"Securitization Trust Documents" means and includes the Trust
Agreement, the Servicing Agreement, this Supplement, the Servicing Supplement,
the SUBI Certificate Agreement, the Securitization Trust Agreement, the Backup
Security Agreement, the 1996-B SUBI Certificates, and the Certificates (as
defined in the Securitization Trust Agreement), as the same may be amended,
supplemented or modified from time to time, and each to the extent that it
relates to the 1996-B SUBI (but specifically not including any such amendment,
supplement or modification that relates only to the UTI or to one or more SUBIs
other than the 1996-B SUBI).
"Securitization Trustee" has the meaning set forth in Recital
F.
"Security Deposit" means, with respect to any 1996-B Lease,
the refundable security deposit specified in such 1996-B Lease.
"Seller" has the meaning set forth in Recital E.
"Servicer" has the meaning set forth in Recital B.
"Servicer Reimbursement" has the meaning set forth in the
Servicing Supplement.
"Servicing Agreement" has the meaning set forth in Recital B.
"Servicing Fee" has the meaning set forth in the Servicing
Agreement, as modified or waived pursuant to Section 9.06 of the Servicing
Supplement.
"Servicing Supplement" has the meaning set forth in Recital G.
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"SUBI Certificate Agreement" has the meaning set forth in
Recital E.
"Subsequent Cutoff Date" means, with respect to any Lease and
Leased Vehicle allocated to the 1996-B SUBI Portfolio on a Transfer Date, the
last day of the preceding calendar month (or, with respect to the first
Transfer Date, October 31, 1996).
"Transfer Date" means any Business Day in any calendar month
following a Collection Period in the Revolving Period, but in no event after
the occurrence of an Early Amortization Event (as defined in the Securitization
Trust Agreement), on or prior to the twenty-fifth calendar day of that calendar
month (beginning November 1996) specified as such by the Servicer in its notice
and certificate pursuant to Section 8.02(b) of the Servicing Supplement.
"Trust" has the meaning set forth in Recital A.
"Trust Agreement" has the meaning set forth in Recital A.
"Trustee" has the meaning set forth in the Preamble.
"Unallocated Principal Collections" has the meaning set forth
in Section 11.02(d).
"WOFCO" has the meaning set forth in Recital A.
SECTION 10.02. RIGHTS IN RESPECT OF 1996-B SUBI.
Each holder of a 1996-B SUBI Certificate (including the
Securitization Trustee, on behalf of the Certificateholders) is a third-party
beneficiary of the Trust Agreement and this Supplement, insofar as they apply
to the 1996-B SUBI and the holders of 1996-B SUBI Certificates. Therefore, to
that extent, references in the Trust Agreement to the ability of any "holder of
a SUBI Certificate", "assignee of a SUBI Certificate" or the like to take any
action shall be deemed to refer to the Securitization Trustee acting at its own
instigation or upon the instruction of Investor Certificateholders (as defined
in the Securitization Trust Agreement) representing at least 51% of the
aggregate Percentage Interest (as defined in the Securitization Trust
Agreement).
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PART XI
CREATION OF 1996-B SUBI
SECTION 11.01. INITIAL CREATION OF 1996-B SUBI
PORTFOLIO AND 1996-B SUBI.
(a) Pursuant to Section 4.02(a) of the Trust Agreement,
the Beneficiary hereby directs the Trustee to identify and allocate or cause to
be identified and allocated on the books and records of the Trust an initial
separate portfolio of SUBI Assets consisting of Leases, related Leased Vehicles
and other associated Trust Assets to be accounted for and held in trust
independently from all other Trust Assets within the Trust, all of which Trust
Assets shall consist of: (i) Leases that are Eligible Leases as of the Initial
Cutoff Date, including the related Contract Rights and the related Leased
Vehicles, with an Aggregate Net Investment Value (as defined in the
Securitization Trust Agreement) as of the Initial Cutoff Date of $__________;
(ii) all other Trust Assets related to the foregoing, including (A) the 1996-B
SUBI Collection Account and the Residual Value Surplus Account, including all
cash and Permitted Investments therein and all income from the investment of
funds therein; (B) the Residual Value Insurance Policy and all Contingent and
Excess Liability Insurance Policies to the extent applicable to such Leases and
Leased Vehicles; (C) the right to proceeds from physical damage, credit life and
disability insurance policies, if any, covering such Leases, Leased Vehicles or
Obligors with respect thereto, as the case may be; (D) the right to receive the
proceeds of all Dealer repurchase obligations, if any, relating to any such
Lease or Leased Vehicle; and (E) all proceeds of the conversion, voluntary or
involuntary, of any of the foregoing into cash or other property. Based upon
their identification and allocation by the Servicer pursuant to the Servicing
Supplement, the Trustee hereby identifies and allocates as SUBI Assets the
portfolio of Leases and Leased Vehicles more particularly described on Exhibit A
hereto, and the related Trust Assets described above, each such SUBI Asset to be
identified on the books and accounts of the Trust as belonging to the 1996-B
SUBI Portfolio (such Leases and Leased Vehicles, together with those additional
Leases and Leased Vehicles allocated to the 1996-B SUBI Portfolio during the
Revolving Period, the "1996-B Leases" and the "1996-B Leased Vehicles",
respectively, and, together with those other Trust Assets so allocated either
initially or during the Revolving Period pursuant to Section 2.02 hereof, the
"1996-B SUBI Assets"). In addition to the conveyance of such 1996-B SUBI Assets
to the Trust pursuant to Section 2.01 of the Trust Agreement, the Grantor does
hereby grant to the Trustee a security interest therein, and the Trustee shall
have all of the rights, powers and privileges of a secured party under the UCC.
(b) Also pursuant to Section 4.02(a) of the Trust
Agreement, the Trustee hereby creates a SUBI which shall be known
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as the "1996-B SUBI". The 1996-B SUBI shall represent a specific divided
beneficial interest solely in the 1996-B SUBI Portfolio and the 1996-B SUBI
Assets.
(c) As required by Section 4.02(d) of the Trust
Agreement, the Beneficiary will certify to the Trustee as of the date of
execution and delivery hereof that (i) the sole pledgee of the Undivided Trust
Interest has received prior notice of the creation of the 1996-B SUBI Portfolio
and of the terms and provisions of (x) this Supplement and (y) the Securitized
Financing contemplated by the 1996-B Securitization Trust Agreement and (ii)
after giving effect to the creation of the 1996-B SUBI, the transfer to the
Beneficiary of both 1996-B SUBI Certificates and the application by the
Beneficiary of the proceeds of that Securitized Financing, no event of default
(matured or unmatured) shall exist under any Securitized Financing involving a
UTI Pledge.
SECTION 11.02. SUBSEQUENT ADDITIONS TO 1996-B SUBI PORTFOLIO.
(a) The Beneficiary hereby directs the Trustee, as of
each Transfer Date, to cause to be (i) identified on the books and records of
the Trust from among all those Leases, Leased Vehicles and other associated
Trust Assets then owned by the Trustee on behalf of the Trust and not allocated
to, or reserved for allocation to, any SUBI (or, in the circumstances
contemplated in Section 7.03 of the Trust Agreement or Section 11.02(e) below,
acquired by the Trustee on behalf of the Trust but not yet allocated to, or
reserved for allocation to, any specific Portfolio) and (ii) allocated to the
1996-B SUBI Portfolio effective as of the relevant Subsequent Cutoff Date as
additional 1996-B Leases, 1996-B Leased Vehicles and 1996-B SUBI Assets, such
further Eligible Leases, related Leased Vehicles and other associated Trust
Assets (as described in clauses (i) and (ii) of the first sentence of Section
11.01(a)) as shall have an aggregate Discounted Principal Balance of not more
than the aggregate amount of all Principal Collections received from the
Initial Cutoff Date through the end of the most recent Collection Period that
have not yet been so reinvested in additional 1996-B Leases, 1996-B Leased
Vehicles and related 1996-B SUBI Assets, all on a "first-in, first-out" basis
based on the date of origination (other than as provided in Section 11.08
herein), with only the exceptions described in clause (iii) of Section 8.02(b)
of the Servicing Supplement; provided, however, that (y) after giving effect
to such reallocation, no event of default (matured or unmatured) shall exist
under any Securitized Financing involving a UTI Pledge, and (z) prior to such
reallocation, the Servicer shall have provided the Officer's Certificate
required by Section 8.02(b) of the Servicing Supplement.
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(b) Pursuant to subsection (a) above, the Trustee agrees,
as of each Transfer Date, to cause the Servicer to identify such further
Eligible Leases, related Leased Vehicles and other associated Trust Assets as
described in Section 11.02(a) and thereafter to allocate them to the 1996-B SUBI
Portfolio.
(c) Except in the circumstances set forth in Section 7.03
of the Trust Agreement or Section 12.02 below, the Trustee shall direct the
Servicer, pursuant to Section 8.02(c) of the Servicing Supplement, effective as
of each Transfer Date, to transfer or cause to be transferred from the 1996-B
SUBI Collection Account to the Lease Funding Account an amount equal to the
aggregate Discounted Principal Balance as of the Subsequent Cutoff Date of the
1996-B Leases then being added to the 1996-B SUBI Portfolio pursuant to Section
11.02(a) hereof.
(d) To the extent that, for any reason, the additional
1996-B Leases allocated to the 1996-B SUBI Portfolio on any Transfer Date shall
have an aggregate Discounted Principal Balance, measured as of the Subsequent
Cutoff Date, that is less than the aggregate amount of all Principal
Collections received since the Initial Cutoff Date and prior to the termination
of the Revolving Period which have not yet been reinvested in additional 1996-B
Leases, 1996-B Leased Vehicles and related 1996-B SUBI Assets, the balance of
such Principal Collections ("Unallocated Principal Collections") shall continue
to be invested and reinvested in Permitted Investments as part of the 1996-B
SUBI Portfolio until the earliest of (i) the reinvestment of such unallocated
Principal Collections on a subsequent Transfer Date, (ii) the date on which an
Early Amortization Event occurs or (iii) the October 1997 Distribution Date (in
the cases of clauses (ii) and (iii), at which time such funds shall be treated
as Principal Collections collected during the Amortization Period).
(e) In the circumstances set forth in Section 7.03 of the
Trust Agreement or Section 12.02 of this Supplement, the Trustee shall direct
the Servicer, pursuant to Section 8.02(d) of the Servicing Supplement,
effective as of each Transfer Date, to transfer from the 1996-B SUBI Collection
Account to the 1996-B SUBI Lease Account those Principal Collections received
since the Initial Cutoff Date that have not yet been reinvested in additional
1996-B Leases, 1996-B Leased Vehicles and related 1996-B SUBI Assets, to be
applied in accordance with Section 7.03 of the Trust Agreement.
(f) Neither any interest in the 1996-B SUBI nor any
1996-B SUBI Certificate may be transferred or assigned by the Beneficiary, and
any such purported transfer or assignment shall be deemed null, void and of no
effect herewith, provided, however, that (i) the 1996-B SUBI and the 1996-B
SUBI Certificates may be sold to the Seller pursuant to the SUBI
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Certificate Agreement, and (ii) the 99.8% 1996-B SUBI Certificate and the
interest in the 1996-B SUBI represented thereby may be assigned by the Seller
absolutely or a security interest therein granted in connection with a
Securitized Financing.
SECTION 11.03. ISSUANCE AND FORM OF 1996-B SUBI CERTIFICATES.
(a) The 1996-B SUBI shall be represented by two 1996-B
SUBI Certificates: the 99.8% 1996-B SUBI Certificate, and the 0.2% 1996-B SUBI
Certificate, each of which shall represent a beneficial interest in the 1996-B
SUBI and the 1996-B SUBI Portfolio, as further set forth herein. The 1996-B SUBI
Certificates shall be substantially in the form of Exhibit B attached hereto,
with such appropriate insertions, omissions, substitutions and other variations
as are required by this Supplement and may have such letters, numbers or other
marks of identification and such legends and endorsements placed thereon as may,
consistently herewith and with the Trust Agreement, be directed by the
Beneficiary. Any portion of the 1996-B SUBI Certificates may be set forth on the
reverse thereof, in which case the following reference to the portion of the
text on the reverse shall be inserted on the face thereof, in relative proximity
to and prior to the signature of the Trustee executing such certificate:
"Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which provisions
shall for all purposes have the same effect as if set forth at
this place."
The 1996-B SUBI Certificates shall be printed, lithographed, typewritten,
mimeographed, photocopied or otherwise produced or may be produced in any other
manner as may, consistently herewith and with the Trust Agreement, be
determined by the Beneficiary.
(b) As required by Section 4.02(b) of the Trust Agreement,
each 1996-B SUBI Certificate shall contain an express written waiver of any
claim by any holder thereof or owner of a beneficial interest therein to any
proceeds or assets of the Trustee and to all of the Trust Assets other than
those from time to time included within the 1996-B SUBI Portfolio as 1996-B SUBI
Assets and those proceeds or assets derived from or earned by such 1996-B SUBI
Assets.
SECTION 11.04. ACTIONS AND FILINGS.
The Beneficiary hereby directs the Trustee to enter into the
Backup Security Agreement as a protective device. The Grantor and the Trustee
will undertake all other and future actions and activities as may be deemed
reasonably necessary by the Servicer (pursuant to Section 8.04 of the Servicing
Supplement) to perfect (or evidence) and confirm the foregoing allocations of
Trust Assets to the 1996-B SUBI Portfolio, including without limitation filing
or causing to be filed UCC financing statements and executing and delivering
all related filings, documents or writings as may be deemed reasonably
necessary
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by the Servicer hereunder or under any other Securitization Trust Documents
(including the Backup Security Agreement); provided, however, that in no event
will the Grantor or the Trustee be required to take any action to perfect any
security interest that may be held by the Securitization Trustee in any 1996-B
Leased Vehicle. The Grantor hereby irrevocably makes and appoints each of the
Trustee and the Servicer, and any of their respective officers, employees or
agents, as the true and lawful attorney-in-fact of the Grantor (which
appointment is coupled with an interest and is irrevocable) with power to sign
on behalf of the Grantor any financing statements, continuation statements,
security agreements, mortgages, assignments, affidavits, letters of authority,
notices or similar documents necessary or appropriate to be executed or filed
pursuant to this Section.
SECTION 11.05. TERMINATION OF 1996-B SUBI.
In connection with any purchase by the Seller of the Investor
Certificateholders' interest in the corpus of the Securitization Trust pursuant
to Section 7.02 of the Securitization Trust Agreement, and the succession of
the Seller to all of the interest in the 1996-B SUBI represented by the 1996-B
SUBI Certificates, should all of the interest in the 1996-B SUBI thereafter be
transferred to the UTI Holder, whether by sale or otherwise, then upon the
direction of the UTI Holder the 1996-B SUBI shall be terminated, the 1996-B
SUBI Certificates shall be returned to the Trustee and cancelled thereby, and
(pursuant to Section 12.01(a) of the Servicing Supplement) the Servicer shall
reallocate all 1996-B Leases, 1996-B Leased Vehicles and related 1996-B SUBI
Assets to the UTI Portfolio.
SECTION 11.06. MERGER OR CONSOLIDATION OF TRUSTEE.
The Trustee shall give notice to each Rating Agency (as
defined in the Securitization Trust Agreement) prior to effecting any merger,
consolidation, or other transaction set forth in Section 6.05 of the Trust
Agreement.
SECTION 11.07. REPRESENTATIONS AND WARRANTIES OF TRUSTEE.
The Trustee hereby makes the following representations and
warranties on which the Grantor and Beneficiary, each of their permitted
assignees and pledgees, and each pledgee or holder of a 1996-B SUBI Certificate
(and beneficial owner of
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any portion thereof in connection with a Securitized Financing, including the
Securitization Trustee and the Investor Certificateholders) may rely:
(a) Organization and Good Standing. The Trustee is a
corporation, duly organized, validly existing and in good standing under the
law of the State of Alabama and is qualified to do business as a foreign
corporation and is in good standing in each of Florida, Georgia, North Carolina
and South Carolina;
(b) Power and Authority. The Trustee has full power,
authority and right to execute, deliver and (assuming that the filings set
forth on Schedule A to the Trust Agreement are sufficient to allow the Trustee
to act as a trustee with respect to the Trust Assets and otherwise perform this
Supplement in each of Alabama, Florida, Georgia, North Carolina and South
Carolina, and in all material respects in any other jurisdiction) perform this
Supplement (in all material respects outside of the five states set forth
above) and has taken all necessary action to authorize the execution, delivery
and performance by it of this Supplement;
(c) Due Execution. This Supplement has been duly executed
and delivered by the Trustee, and is a legal, valid and binding instrument
enforceable against the Trustee in accordance with its terms;
(d) No Conflict. Neither the execution and delivery of
this Supplement nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof, will conflict with or result in a
breach of, or constitute a default (with notice or passage of time or both)
under any provision of any law, governmental rule, regulation, judgment, decree
or order binding on the Trustee or the articles of incorporation or bylaws of
the Trustee or any provision of any mortgage, indenture, contract, agreement or
other instrument to which the Trustee is a party or by which it is bound; and
(e) Single Purpose. The Trustee has not engaged, is not
currently engaged, and will not engage during the term of this Agreement in any
other activity other than serving as Trustee and in such ancillary activities
as are necessary and proper in order to act as Trustee in accordance with the
Trust Agreement and this Supplement.
SECTION 11.08. OTHER SUBIS.
The Trustee will not create any SUBI other than the 1996-B
SUBI during the Revolving Period unless the Trustee has received from the
Servicer an Officer's Certificate certifying that the creation of such other
SUBI would not cause an Early Amortization Event (as defined in the
Securitization Trust
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Agreement). The Trustee will not allocate to any SUBI other than the 1996-B
SUBI any Leases, Leased Vehicles or associated Trust Assets booked on the
Servicer's records from September 1, 1996 through September 27, 1996 that
would be eligible to be allocated as 1996-B SUBI Assets until the Revolving
Period has terminated and all Principal Collections collected during the
Revolving Period have been reinvested in additional Leases, Leased Vehicles
and associated Trust Assets pursuant to Section 11.02. In the event that the
Trustee at any time during the Revolving Period also is allocating Trust
Assets to one or more other SUBIs pursuant to similar revolving periods (from
the Trust Assets generally, not from blocks of Trust Assets reserved for
allocation to particular SUBIs), the Trustee first shall allocate available
Trust Assets to SUBIs created prior to the 1996-B SUBI before allocating Trust
Assets to the 1996-B SUBI.
SECTION 11.09. RETAINED SUBI INTEREST.
The Beneficiary or a Special Purpose Affiliate, as applicable,
shall at all times maintain with respect to the 1996-B SUBI at a minimum a
two-tenths of one percent (0.2%) interest in the 1996-B SUBI and the related
1996-B SUBI Portfolio, including (a) a two-tenths of one percent (0.2%)
interest in each material item of income, gain, loss, deduction or credit with
respect to the 1996-B SUBI and 1996-B SUBI Portfolio, and (b) a capital account
balance (or capital investment) in the 1996-B SUBI and 1996-B SUBI Portfolio at
least equal to two-tenths of one percent (0.2%) of the aggregate capital
account balances (or capital investments) therein.
SECTION 11.10. MINIMUM NET WORTH.
Nothwithstanding anything to the contrary in Section 4.03 of
the Trust Agreement, the Grantor (or if Grantor is a partnership, the general
partner of Grantor) shall at all times maintain a minimum net worth of $10
million.
PART XII
SUBI ACCOUNTS
SECTION 12.01. 1996-B SUBI COLLECTION ACCOUNT.
(a) The Trustee shall establish and maintain with respect
to the 1996-B SUBI a "1996-B SUBI Collection Account" in the name of the
Trustee, for the benefit of the holders of 1996-B SUBI Certificates, which
account shall constitute a SUBI Collection Account. The 1996-B SUBI Collection
Account initially shall be established with First Bank, as Trust Agent, and at
all times shall be an Eligible Account. In the event that the Trust Agent no
longer meets the requirements stated in the definition of "Eligible Account",
then the Servicer shall, with the
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Trustee's assistance as necessary, cause the 1996-B SUBI Collection Account to
be moved to a bank or trust company that satisfies those requirements. The
1996-B SUBI Collection Account shall relate solely to the 1996-B SUBI and the
1996-B SUBI Portfolio, and funds therein shall not be commingled with any other
moneys, except as otherwise provided for or contemplated in the Trust Agreement
as supplemented by this Supplement or in the Servicing Agreement as
supplemented by the Servicing Supplement. All amounts held in the 1996-B SUBI
Collection Account shall be invested in Permitted Investments in accordance
with Section 7.01(d) of the Trust Agreement and Section 11.02(d) hereof until
distributed or otherwise applied in accordance with the Trust Agreement or this
Supplement.
(b) On each Deposit Date, the Trustee shall transfer or
cause the transfer from the 1996-B SUBI Collection Account to the Residual
Value Surplus Account of any excess of Net Matured Leased Vehicle Proceeds (for
these purposes, calculated without subtracting any amounts transferred pursuant
to this subsection (b)) for the related Collection Period over the sum of the
Booked Residual Values of all Matured Vehicles sold or otherwise disposed of
from Matured Leased Vehicle Inventory during the related Collection Period.
(c) On each Deposit Date the Trustee shall transfer or
cause the transfer of all Principal Collections and Interest Collections in the
1996-B SUBI Collection Account with respect to the related Collection Period to
the holders of the 1996-B SUBI Certificates (and more particularly, with regard
to the 99.8% 1996-B SUBI Certificate, to the Distribution Account), pro rata in
proportion to the relative percentage of the 1996-B SUBI represented by each;
provided, however, that on each Deposit Date related to a Collection Period in
the Revolving Period, the Trustee shall withhold from any such transfers all
Principal Collections, all of which shall be applied solely as provided for in
Section 11.02 hereof. After the last Deposit Date related to a Collection
Period in the Revolving Period, Principal Collections shall be included in
calculating and making any such transfers.
(d) The Trustee shall provide in the Servicing Supplement
that the Servicer shall prepare all such calculations and provide for all such
transfers as are provided for in this Section 12.01.
(e) Any transfer to the holder of the 99.8% 1996-B SUBI
Certificate shall be made as directed pursuant to the Securitization Trust
Documents. Any transfer to the holder of the 0.2% 1996-B SUBI Certificate shall
be made at the direction of such holder.
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(f) Notwithstanding Section 7.01(b) of the Trust
Agreement and Section 2.02 of the Servicing Agreement, the Trustee may provide
in the Servicing Supplement that, in the event the Servicer provides to the
Beneficiary, the Seller, the Trustee and the Securitization Trustee a letter
from each Rating Agency to the effect that the utilization by the Servicer of
an alternative remittance schedule with respect to collections arising out of
the 1996-B SUBI Portfolio to be deposited in the 1996-B SUBI Collection Account
pursuant to Section 2.02(c) or (d) of the Servicing Agreement (including but
not limited to the use of an alternative remittance schedule pursuant to which
the obligations of the Servicer to make such remittances are secured by a
Servicer Letter of Credit (as defined in such Servicing Supplement) satisfactory
to each such Rating Agency (as defined in the Securitization Trust Agreement))
will not result in a qualification, downgrading or withdrawal of the
then-current rating assigned to the Rated Certificates by such Rating Agency,
(i) the Servicing Supplement may be so modified without the consent of any
Certificateholders pursuant to Section 12.02 thereof and (ii) the Servicer may
remit such collections to the 1996-B SUBI Collection Account in accordance with
that alternative remittance schedule.
(g) Notwithstanding Section 5.05 or 7.01(c) or any other
provision of the Trust Agreement, the rights of the Trustee to be indemnified or
reimbursed for Administrative Expenses of the Trust incurred in connection with
or allocated to the 1996-B SUBI shall be limited to those Capped Origination
Trust Administrative Expenses as may be deducted from Collections in accordance
with the definition of "Interest Collections", any reimbursement of Uncapped
Administrative Expenses (as defined in the Securitization Trust Agreement) as
may be available pursuant to Section 3.03(b) of the Securitization Trust
Agreement, any advance of Administrative Expenses as may be available pursuant
to Section 9.05(a) of the Servicing Supplement, and any indemnity as may be
available pursuant to Section 2.07(g) of the Servicing Agreement.
SECTION 12.02. SUBI LEASE ACCOUNT.
(a) In the circumstances set forth in Section 7.03 of the
Trust Agreement, the Trustee shall establish and maintain with respect to the
1996-B SUBI a "1996-B SUBI Lease Account" in the name of the Trustee, for the
benefit of the holders of the 1996-B SUBI Certificates, which account shall
constitute a SUBI Lease Account. Any 1996-B SUBI Lease Account initially shall
be established with the Trust Agent and at all times shall be an Eligible
Account. In the event that the Trust Agent no longer meets the requirements
stated in the definition of "Eligible Account", then the Servicer shall, with
the Trustee's assistance as necessary, cause the 1996-B SUBI Lease Account to
be moved to a bank or trust company that satisfies those requirements. The
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1996-B SUBI Lease Account shall relate solely to the 1996-B SUBI and the 1996-B
SUBI Portfolio, and funds therein shall not be commingled with any other moneys,
except as otherwise provided for or contemplated in the Trust Agreement as
supplemented by this Supplement or in the Servicing Agreement as supplemented by
the Servicing Supplement. All amounts held in the 1996-B SUBI Lease Account
shall be invested in Permitted Investments in accordance with Section 7.01(d) of
the Trust Agreement and Section 11.02(d) hereof until distributed or otherwise
applied in accordance with the Trust Agreement or this Supplement.
(b) All transfers of funds into and out of the 1996-B
SUBI Lease Account shall be made in accordance with Section 7.03 of the Trust
Agreement.
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SECTION 12.03. RESIDUAL VALUE SURPLUS ACCOUNT.
(a) The Trustee shall establish and maintain with respect
to the 1996-B SUBI a "Residual Value Surplus Account" in the name of the
Trustee, for the benefit of the holders of 1996-B SUBI Certificates of the
Trust. The Residual Value Surplus Account initially shall be established with
First Bank, as Trust Agent, and at all times shall be an Eligible Account. In
the event that the Trust Agent no longer meets the requirements stated in the
definition of "Eligible Account", then the Servicer shall, with the Trustee's
assistance as necessary, cause the Residual Value Surplus Account to be moved to
a bank or trust company that satisfies those requirements. The Residual Value
Surplus Account shall relate solely to the 1996-B SUBI and the 1996-B SUBI
Portfolio, and funds therein shall not be commingled with any other moneys,
except as otherwise provided for or contemplated in the Trust Agreement as
supplemented by this Supplement or in the Servicing Agreement as supplemented by
the Servicing Supplement. All amounts held in the Residual Value Surplus Account
shall be invested in Permitted Investments in accordance with Section 7.01(d) of
the Trust Agreement and Section 11.02(d) hereof until distributed or otherwise
applied in accordance with the Trust Agreement or this Supplement.
(b) If, for any Collection Period, (i) any Matured
Vehicle included in Matured Leased Vehicle Inventory as of the last day of that
Collection Period has not been sold or otherwise disposed of by the Servicer
for at least two full Collection Periods, or (ii) the sum of the Booked
Residual Values of all Matured Vehicles sold or otherwise disposed of from
Matured Leased Vehicle Inventory during that Collection Period exceeds Net
Matured Leased Vehicle Proceeds (for purposes hereof, calculated without
including transfers made pursuant to this subsection (b)), then on the related
Deposit Date, the Trustee shall transfer or cause the transfer from the
Residual Value Surplus Account to the 1996-B SUBI Collection Account of an
amount equal to the sum of (x) the Booked Residual Values of the Matured
Vehicles described in clause (i) and (y) the excess described in clause (ii).
(c) The Trustee shall provide in the Servicing Supplement
that the Servicer shall prepare all such calculations and provide for all such
transfers as are provided for in this Section 12.03.
SECTION 12.04. SERVICER CALCULATIONS.
The Trustee shall be under no obligation to recalculate or
reverify any calculations made by the Servicer with respect to any amounts to
be transferred by the Trustee pursuant to this Part XII.
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PART XIII
MISCELLANEOUS PROVISIONS
SECTION 13.01. AMENDMENT, ETC.
(a) Notwithstanding Section 9.01 of the Trust Agreement,
the Trust Agreement, as supplemented by this Supplement, to the extent that it
deals solely with the 1996-B SUBI and the 1996-B SUBI Portfolio, may be amended
from time to time only in a writing signed by the Trustee and the Beneficiary
(and by First Bank to the extent that any such amendment affects it as Trust
Agent), with the prior written consent of the Securitization Trustee, which
shall be given only in the circumstances contemplated by Section 9.01 of the
Securitization Trust Agreement.
(b) ALFI LP shall provide each Rating Agency (as defined
in the Securitization Trust Agreement) prior notice of the content of any
proposed amendment to the Trust Agreement, whether or not such amendment
relates to the 1996-B SUBI or requires approval by any Rating Agency.
(c) No resignation or removal of the Trustee pursuant to
Section 6.03 of the Trust Agreement shall be effective unless and until each
Rating Agency has confirmed, in writing, that such resignation or removal would
not cause it to downgrade, withdraw, or otherwise adversely modify its
then-current rating of the Rated Certificates.
(d) The holder from time to time of the Trustee Stock
pursuant to Section 6.10 of the Trust Agreement shall at all times be a
corporation organized and doing business under the laws of such State or the
United States; authorized under such laws to exercise corporate trust powers;
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authorities; and having a
long-term deposit rating no lower than Baa3 by Moody's, so long as Xxxxx'x is a
Rating Agency or be otherwise acceptable to each Rating Agency, as evidenced by
a letter to such effect from each of them. If such holder shall publish reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time such holder shall cease to be
eligible in accordance with the provisions of this subsection (d), it will
immediately so notify the Beneficiary in the manner and with the effect
specified in Section 6.10(b) of the Trust Agreement.
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SECTION 13.02. GOVERNING LAW.
THIS SUPPLEMENT SHALL BE CREATED UNDER AND GOVERNED BY AND
CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF ALABAMA, WITHOUT REGARD TO
ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 13.03. NOTICES.
The notice provisions of Section 9.03 of the Trust Agreement
shall apply equally to this Supplement, provided, that any notice to the
Securitization Trustee shall be addressed as follows:
First Bank National Association
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Office
A copy of each notice or other writing required to be delivered to the Trustee
pursuant to the Trust Agreement or this Supplement also shall be delivered to
the Securitization Trustee.
SECTION 13.04. SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or
terms of this Supplement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Supplement and
shall in no way affect the validity or enforceability of the other provisions
of this Supplement or of any 1996-B SUBI Certificates or the rights of the
holders thereof. To the extent permitted by law, the parties hereto waive any
provision of law that renders any provision of this Supplement invalid or
unenforceable in any respect.
SECTION 13.05. EFFECT OF SUPPLEMENT ON TRUST AGREEMENT.
(a) Except as otherwise specifically provided herein: (i)
the parties shall continue to be bound by all provisions of the Trust
Agreement; and (ii) the provisions set forth herein shall operate either as
additions to or modifications of the already-extant obligations of the parties
under the Trust Agreement, as the context may require. In the event of any
conflict between the provisions of this Supplement and the Trust Agreement with
respect to the 1996-B SUBI, the provisions of this Supplement shall prevail.
(b) For purposes of determining the parties' obligations
under this Supplement with respect to the 1996-B SUBI, general references in
the Trust Agreement to: (i) a SUBI
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Account shall be deemed to refer more specifically to the 1996-B SUBI Account;
(ii) a SUBI Asset shall be deemed to refer more specifically to a 1996-B SUBI
Asset; (iii) an appropriate or applicable SUBI Collection Account shall be
deemed to refer more specifically to the 1996-B SUBI Collection Account; (iv)
an appropriate or applicable SUBI Lease Account shall be deemed to refer more
specifically to a 1996-B SUBI Lease Account; (v) a SUBI Portfolio shall be
deemed to refer more specifically to the 1996-B SUBI Portfolio; (vi) a SUBI
Supplement shall be deemed to refer more specifically to this Supplement; and
(vii) a SUBI Servicing Agreement Supplement shall be deemed to refer more
specifically to the Servicing Supplement.
[SIGNATURES ON NEXT PAGE]
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38
IN WITNESS WHEREOF, the Grantor, the Trustee, and (solely for
the limited purposes set forth in Sections 5.03(e), 6.10 and 9.03 of the Trust
Agreement) First Bank, have caused this Supplement to be duly executed by their
respective officers as of the day and year first above written.
AUTO LEASE FINANCE, L.P., Grantor
and Beneficiary
By: AUTO LEASE FINANCE, INC., its
general partner
By: ____________________________
Name:____________________________
Title:___________________________
VT INC., as Trustee
By: ____________________________
Name:____________________________
Title:___________________________
FIRST BANK NATIONAL ASSOCIATION, as
Trust Agent
By: ____________________________
Name:____________________________
Title:___________________________
WORLD OMNI LEASE SECURITIZATION L.P.,
assignee of Beneficiary (solely to
acknowledge the provisions hereof)
By: WORLD OMNI LEASE SECURITIZATION,
INC., its general partner
By: ____________________________
Name:____________________________
Title:___________________________
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39
STATE OF _____________ )
)
COUNTY OF _____________ )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that ______________, whose name as _______________ of
Auto Lease Finance, Inc., a Delaware corporation, in its capacity as the
general partner of Auto Lease Finance, L.P., a Delaware limited partnership, is
signed to the foregoing instrument, and who is known to me, acknowledged before
me on this day, that, being informed of the contents thereof, he, as such
officer and with full authority, executed the same voluntarily for and as the
act of said corporation, acting in its capacity as general partner as
aforesaid.
Given under my hand and official seal, this the ___ day of
___________, 1996.
__________________________________
(SEAL) NOTARY PUBLIC
My Commission Expires: __________
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40
STATE OF ______________ )
)
COUNTY OF ______________ )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that _________________________, whose name as
_________________________ of VT Inc., an Alabama corporation, is signed to the
foregoing instrument, and who is known to me, acknowledged before me on this
day, that, being informed of the contents thereof, he, as such officer and with
full authority, executed the same voluntarily for and as the act of said
corporation.
Given under my hand and official seal, this the ___ day of
___________, 1996.
__________________________________
(SEAL) NOTARY PUBLIC
My Commission Expires: __________
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41
STATE OF _______________ )
)
COUNTY OF _______________ )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that _________________________, whose name as
_________________________ of First Bank National Association, a national
banking association, is signed to the foregoing instrument, and who is known to
me, acknowledged before me on this day, that, being informed of the contents
thereof, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said national banking association.
Given under my hand and official seal, this the ___ day of _________,
1996.
__________________________________
(SEAL) NOTARY PUBLIC
My Commission Expires: __________
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42
STATE OF _______________ )
)
COUNTY OF _______________ )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that _____________________, whose name as
________________ of World Omni Lease Securitization, Inc., a Delaware
corporation, in its capacity as the general partner of World Omni Lease
Securitization, L.P., a Delaware limited partnership, is signed to the
foregoing instrument, and who is known to me, acknowledged before me on this
day, that, being informed of the contents thereof, he, as such officer and with
full authority, executed the same voluntarily for and as the act of said
corporation, acting in its capacity as general partner as aforesaid.
Given under my hand and official seal, this the ___ day of _________,
____, 1996.
_________________________________
(SEAL) NOTARY PUBLIC
My Commission Expires: __________
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EXHIBIT A
SCHEDULE OF 1996-B LEASES AND
1996-B LEASED VEHICLES AS OF THE INITIAL CUTOFF DATE
[Omitted. Copies on file with the Servicer, the Trustee and
the Securitization Trustee.]
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EXHIBIT B
FORM OF 1996-B SUBI CERTIFICATES
WORLD OMNI LT
SPECIAL UNIT OF BENEFICIAL INTEREST 1996-B CERTIFICATE
evidencing a fractional undivided __% interest in all 1996-B SUBI
Assets (as defined below).
(This Certificate does not represent an obligation of, or an interest
in, World Omni Financial Corp., Auto Lease Finance, Inc., Auto Lease
Finance L.P. or any of their respective affiliates.)
Number 1996-B SUBI-__
THIS CERTIFIES THAT __________________________________ is the
registered owner of a nonassessable, fully-paid, fractional undivided interest
in the 1996-B SUBI Assets (such interest, a "1996-B SUBI Interest"), of World
Omni LT, an Alabama trust (the "Trust") formed by Auto Lease Finance L.P., a
Delaware limited partnership, as grantor ("ALFI LP" or, in its capacity as
grantor thereunder, and, together with any successor or assign, the "Grantor"),
and VT Inc., an Alabama corporation, as trustee (the "Trustee"). The Trust was
created pursuant to a Trust Agreement dated and effective as of November 1,
1993, as amended and restated pursuant to an Amended and Restated Trust
Agreement dated and effective as of June 1, 1994, as further amended and
restated pursuant to a Second Amended and Restated Trust Agreement dated and
effective as of July 1, 1994, and as further amended by that certain Amendment
No. 1 to Second Amended and Restated Trust Agreement dated as of November 1,
1994 (as so amended and restated, the "Trust Agreement"), among the Grantor,
ALFI LP as the sole initial beneficiary (in such capacity, and, together with
any successor or permitted assign, the "Beneficiary"), the Trustee, and, for
certain limited purposes set forth therein, First Bank National Association, a
national banking association (successor trustee to Bank of America Illinois, an
Illinois banking corporation) ("First Bank"), as supplemented by that certain
1996-B Supplement to Trust Agreement dated and effective as of October 1, 1996
among the Grantor, the Beneficiary, the Trustee, First Bank and World Omni Lease
Securitization L.P (the "Seller") (the Trust Agreement, as so supplemented, the
"Agreement"). A summary of certain of the pertinent portions of the Agreement is
set forth below. To the extent not otherwise defined herein, the capitalized
terms herein have the meanings set forth in the Agreement.
B-1
45
This Certificate is one of the duly authorized certificates issued
under the Agreement and designated as "World Omni LT Special Unit of Beneficial
Interest 1996-B Certificates" (the "1996-B SUBI Certificates"). This 1996-B SUBI
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the holder of this 1996-B SUBI
Certificate by virtue of the acceptance hereof assents and by which such holder
is bound. Also to be issued under the Agreement are various other series of
Certificates, the first designated as "World Omni LT Undivided Trust Interest
Certificates" (the "Undivided Trust Interest Certificates"), and the others each
designated as "World Omni LT Special Unit of Beneficial Interest __
Certificates" (togethr with the 1996-B SUBI certificates, the "SUBI
Certificates" and, together with the Undivided Trust Interest Certificates, the
"Certificates"). The Undivided Trust Interest Certificates, taken together,
evidence an exclusive, undivided interest in the Trust Assets, other than SUBI
Assets (each as defined below); each other series of SUBI Certificates, taken
together, will evidence an exclusive undivided interest in a separate SUBI
Portfolio (as defined below) other than the 1996-B SUBI Portfolio.
The property of the Trust includes, or will include, among other
things: cash capital; certain fixed rate retail closed-end lease contracts (the
"Leases") of automobile and light-duty trucks (the "Leased Vehicles")
originated on or after November 1, 1993 by those vehicle dealers ("Dealers")
located within the United States (to the extent permitted by law applicable to
the Trustee or otherwise) pursuant to dealer agreements entered into with the
initial Grantor's parent company, World Omni Financial Corp. ("WOFCO") (or, in
certain circumstances, by dealers or other Persons unaffiliated with WOFCO),
and the proceeds thereof; the Leased Vehicles and the proceeds thereof,
including the residual values thereof and the titles thereto; the right to
proceeds of any Dealer repurchase obligations relating to any Lease or Leased
Vehicle; and certain insurance policies or proceeds therefrom covering any
Lease, Leased Vehicles or a lessee under a Lease (such assets, together with
any other assets of the Trust, the "Trust Assets"). The Agreement provides
that, from time to time, certain of the Trust Assets will be identified and
allocated on the records of the Trust into one or more separate portfolios of
Trust Assets (such assets, "SUBI Assets" and each such portfolio, a "SUBI
Portfolio"). The beneficial interest in each such SUBI Portfolio will constitute
a separate "special unit of beneficial interest" ("SUBI") in the Trust. Pursuant
to the 1996-B SUBI Supplement, various SUBI Assets (the "1996-B SUBI Assets")
were identified and allocated on the records of the Trust into a separate SUBI
Portfolio (the "1996-B SUBI Portfolio"), and the beneficial interest in the
1996-B SUBI Portfolio was designated as a separate SUBI known as the "1996-B
SUBI". The rights of the holder of this Certificate to certain
B-2
46
of the proceeds of the 1996-B SUBI Assets are and will be further set forth in
the Agreement.
The Certificates do not represent an obligation of, or an interest in,
the Grantor, WOFCO or any of their respective Affiliates. The Certificates are
limited in right of payment to certain collections and recoveries respecting
the Leases (and the related Obligors) and the Leased Vehicles allocated to the
1996-B SUBI Portfolio, all to the extent and as more specifically set forth in
the Agreement. A copy of the Agreement may be examined during normal business
hours at the principal office of the Trustee, and at such other places, if any,
designated by the Trustee, by the holder hereof upon request.
By accepting this Certificate, the holder hereof and all owners of
beneficial interests herein waives any claim to any proceeds or assets of the
Trustee and to all of the Trust Assets other than those from time to time
included within the 1996-B SUBI Portfolio as 1996-B SUBI Assets and those
proceeds or assets derived from or earned by such 1996- B SUBI Assets.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto with respect to the 1996-B SUBI Assets, the 1996-B SUBI
Portfolio and the 1996-B SUBI and the rights of holders of 1996-B SUBI
Certificates at any time by the Beneficiary and the Trustee, only with the
consent of First Bank, as Trustee (the "Securitization Trustee") under that
certain Securitization Trust Agreement dated as of October 1, 1996 (the
"Securitization Trust Agreement"), between the Seller and the Securitization
Trustee. The Securitization Trust Agreement further provides that, in certain
limited circumstances, such consent may be given only with the consent of the
Holders of Investor Certificates evidencing not less than 51% of the aggregate
Percentage Interest (as all such terms are defined in the Securitization Trust
Agreement), voting together as a single class. If approval of any holder of
this Certificate is required, any such consent shall be conclusive and binding
on such holder and on all future holders hereof and of any Certificate issued
upon the permitted transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.
As provided in the Agreement, this Certificate and the underlying
interests represented hereby may not be transferred or assigned, and any such
purported transfer or assignment shall be null, void, and of no effect, except
in connection with an absolute assignment or the grant of a security interest
pledge by the Seller in connection with [(I)] a sale by the Beneficiary to the
Seller[, OR (II) A SECURITIZED FINANCING]. [NOTE: BRACKETED LANGUAGE ONLY IN
99.8% 1996-B SUBI CERTIFICATE.] Such a transfer of this Certificate is
registrable upon surrender of
B-3
47
this Certificate for registration of transfer at the corporate trust office of
the Trustee (or the Trust Agent, if applicable) or by any successor Trustee,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new 1996-B SUBI Certificates
of a like aggregate fractional undivided interest will be issued to the
designated permitted transferee.
Prior to due presentation of this Certificate for registration of a
permitted transfer, the Trustee, the certificate registrar and any of their
respective agents may treat the person or entity in whose name this Certificate
is registered as the owner hereof for the purpose of receiving distributions
and for all other purposes, and, except as provided for in the Agreement,
neither the Trustee, the certificate registrar nor any such agent shall be
affected by any notice to the contrary.
Unless this Certificate shall have been executed by an authorized
officer of the Trustee, by manual signature, this Certificate shall not entitle
the holder hereof to any benefit under the Agreement or be valid for any
purpose.
B-4
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this 1996- B SUBI Certificate to be duly
executed.
Dated: WORLD OMNI LT
VT INC., as Trustee
(SEAL) By:___________________________
Authorized Officer
ATTEST:
_________________________
B-5
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EXHIBIT C
FORMS OF 1996-B LEASE
C-1
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EXHIBIT D
CREDIT AND COLLECTION POLICY
D-1