EXHIBIT 10.4
(All Float)
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AUTO LEASE FINANCE L.P.,
VT INC.,
AS TRUSTEE OF WORLD OMNI LT,
AND
FOR CERTAIN LIMITED PURPOSES ONLY
U.S. BANK NATIONAL ASSOCIATION
(FORMERLY KNOWN AS FIRST BANK NATIONAL ASSOCIATION AND SUCCESSOR
TRUSTEE TO BANK OF AMERICA ILLINOIS)
SUPPLEMENT 1999-A TO THE
TRUST AGREEMENT
DATED AS OF AUGUST 1, 1999
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This instrument prepared by:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
TABLE OF CONTENTS
Page
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RECITALS................................................................................................1
Part X. DEFINITIONS.................................................................................3
Section 10.01. Definitions........................................................................3
Section 10.02. Rights in Respect of 1999-A SUBI..................................................13
Part XI. CREATION OF 1999-A SUBI....................................................................14
Section 11.01. Initial Creation of 1999-A SUBI Portfolio and 1999-A SUBI.........................14
Section 11.02. Subsequent Additions to 1999-A SUBI Portfolio.....................................15
Section 11.03. Issuance and Form of the 1999-A SUBI Certificate..................................16
Section 11.04. Actions and Filings...............................................................16
Section 11.05. Termination of 1999-A SUBI........................................................17
Section 11.06. Merger or Consolidation of Trustee................................................17
Section 11.07. Representations and Warranties of Trustee.........................................17
Section 11.08. Other SUBIs.......................................................................18
Section 11.09. Minimum Net Worth.................................................................18
Part XII. SUBI ACCOUNTS..............................................................................18
Section 12.01. 1999-A SUBI Collection Account....................................................18
Section 12.02. 1999-A SUBI Lease Account.........................................................19
Section 12.03. Servicer Calculations.............................................................20
Part XIII. MISCELLANEOUS PROVISIONS................................................................20
Section 13.01. Amendment, Etc....................................................................20
Section 13.02. Governing Law.....................................................................20
Section 13.03. Notices...........................................................................21
Section 13.04. Severability of Provisions........................................................21
Section 13.05. Effect of Supplement on Trust Agreement...........................................21
Section 13.06. Successors and Assigns............................................................22
EXHIBITS:
EXHIBIT A - Schedule of 1999-A Leases and 1999-A Leased
Vehicles as of the Initial Cutoff Date........................................... A-1
EXHIBIT B - Form of 1999-A SUBI Certificate.......................................................... B-1
EXHIBIT C - Forms of 1999-A Leases .................................................................. C-1
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SUPPLEMENT 1999-A TO
TRUST AGREEMENT
SUPPLEMENT 1999-A TO TRUST AGREEMENT (the "Supplement"), dated and
effective as of August 1, 1999, among AUTO LEASE FINANCE L.P., a Delaware
limited partnership ("ALF 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, U.S.
BANK NATIONAL ASSOCIATION, a national banking association (formerly known as
First Bank National Association and successor to Bank of America Illinois, an
Illinois banking corporation) (together with any predecessor or successor,
("U.S. Bank").
RECITALS
A. The Grantor, the Trustee and U.S. 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 U.S. 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 U.S. 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 and as amended by
that certain Amendment No. 2 to Second Amended and Restated Trust Agreement
dated as of September 23, 1998 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. On September 23, 1998, ALFI was merged with and into Auto Lease
Finance, LLC ("ALF LLC"), a Delaware single member limited liability company the
sole member of which is WOFCO, pursuant to that certain Assignment of General
Partnership Interest and Amendment to Amended and Restated Limited Partnership
Agreement of Auto Lease Finance L.P. dated as of September 23, 1998 among the
WOFCO, ALFI and ALF LLC and that certain Certificate of Merger dated September
23, 1998 filed by WOFCO with the Secretary of State for the State of Delaware
whereby ALF LLC succeeded to all of the rights and obligations of ALFI,
including but not limited to those as general partner of ALF LP, as reflected in
the Amended and Restated Certificate of Limited Partnership of ALF LP filed with
the Delaware Secretary of State as of September 23, 1998.
C. 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, as amended by that
certain Amendment No. 1 to Second Amended and Restated Servicing Agreement dated
as of September 23, 1998, among the same parties (as the same has been amended
and may be further amended, supplemented or modified, 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, among other things, for the
servicing of the Trust Assets by the Servicer.
D. 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
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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.
E. 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 "1999-A SUBI Portfolio") and to create and issue to the Beneficiary a SUBI
Certificate (as defined in the Trust Agreement) (such SUBI Certificate, together
with any replacements thereof, the "1999-A SUBI Certificate") that evidences a
100% beneficial interest in the related SUBI (the "1999-A SUBI"), and to set
forth the terms and conditions thereof.
F. Concurrently herewith, the Beneficiary and World Omni Lease
Securitization L.P. (the "Transferor") are entering into that certain SUBI
Certificate Purchase and Sale Agreement dated as of August 1, 1999 (as it may be
amended, modified or supplemented from time to time, the "SUBI Certificate
Agreement"), pursuant to which the Beneficiary will sell to the Transferor,
without recourse, all of the Beneficiary's right, title and interest in and to
the 1999-A SUBI and the 1999-A SUBI Certificate, 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 1999-A 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 1999-A SUBI Portfolio as of the Initial
Cutoff Date (as defined below).
G. Also concurrently herewith, and as contemplated by the Servicing
Agreement and the Trust Agreement, the Transferor, Chase Manhattan Bank
Delaware, as owner trustee (in such capacity, and not individually, together
with its successors and assigns, the "Owner Trustee") and ▇▇▇▇▇▇ Trust and
Savings Bank, as indenture trustee (the "Indenture Trustee") are entering into
that certain Securitization Trust Agreement dated as of August 1, 1999 (as it
may be amended, modified or supplemented from time to time, the "Securitization
Trust Agreement"), pursuant to which the 1999-A SUBI Certificate representing a
100% beneficial interest in the 1999-A SUBI will be transferred by the
Transferor to the World Omni 1999-A Automobile Lease Securitization Trust (the
"Securitization Trust") in connection with a Securitized Financing (as defined
in the Trust Agreement).
H. Also concurrently herewith, the Indenture Trustee and the
Securitization Trust, are entering into that certain Indenture dated as of
August 1, 1999 (the "Indenture") pursuant to which, among other things, the
Securitization Trust will issue the Notes (as defined in the Indenture) and the
Securitization Trust will grant a security interest to the Indenture Trustee
with respect to all of the assets held by the Securitization Trust, including
the 1999-A SUBI Certificate.
I. Also concurrently herewith, the Trustee, on behalf of the Trust, and
the Servicer also are entering into that certain Supplement 1999-A to Servicing
Agreement dated as of August 1, 1999 (the "Servicing Supplement") pursuant to
which, among other things, the terms of the Servicing Agreement will be
supplemented insofar as they apply to the 1999-A SUBI Portfolio, providing for
further specific servicing obligations that will benefit the holder of the
1999-A SUBI Certificate 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
1999-A SUBI Portfolio:
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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 Transferor 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 Indenture Trustee, the Owner Trustee, the
Certificateholder, and any other beneficiary of the Trust against or with
respect to the 1999-A 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 1999-A 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.
"ALF LLC" has the meaning set forth in Recital B.
"ALF 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 August 1, 1999, among WOFCO, the Grantor, the Trustee on
behalf of the Trust, the Transferor and the Securitization Trustee on behalf of
the Securitization Trust, as it may be amended, supplemented or modified from
time to time.
"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.
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"Booked Residual Value" means the stipulated fair market value of a
1999-A Leased Vehicle as of the Maturity Date of the related 1999-A Lease, as
originally set forth on the face of the 1999-A Lease, and as subsequently
adjusted to reflect any additional scheduled Monthly Lease Payments added by
virtue of any non-credit-related extension of the Maturity Date pursuant to
Section 2.02(b)(ii) of the Servicing Agreement and Section 9.02(a) of the
Servicing Supplement.
"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
1999-A SUBI Portfolio, provided, however, that to the extent that the portion of
such amount allocable to the 1999-A SUBI Certificate, together with all such
portions since the beginning of the calendar year, exceeds $[__________], such
portion shall not constitute a Capped Contingent and Excess Liability Premium
but 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 1999-A SUBI Portfolio, but
specifically not including any premiums on any portion of the Contingent and
Excess Liability Insurance Policies allocable to the 1999-A SUBI Portfolio;
provided, however, that to the extent the portion of such Administrative
Expenses allocable to the 1999-A 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).
"Certificateholder" has the meaning set forth in the Securitization
Trust Agreement.
"Certificate" has the meaning set forth 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 and Early Termination Leases.
"Closing Date" means September [__], 1999.
"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 1999-A Leases and 1999-A 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 1999-A 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; (iv) Advances; and (v) any Undistributed Transferor Excess Collections
with respect to the Distribution Date occurring during that Collection Period;
provided, however, that Collections (A) shall in no event include proceeds of
claims made under the Residual Value Insurance Policy, and (B) shall in no event
include, and shall be net of, the following, which shall be retained in the
1999-A SUBI Collection Account or paid to the appropriate party: (1) 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
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taxes or similar items; (2) Payments Ahead; (3) the amount of all Advances,
Matured Leased Vehicle Expenses, Repossessed Vehicle Expenses and other
Liquidation Expenses, and Insurance Expenses reimbursed pursuant to Section
9.02(g) of the Servicing Supplement; (4) Additional Loss Amounts; and (5) any
amounts required to be retained in the 1999-A SUBI Collection Account in order
to maintain that account in good standing.
"Contingent and Excess Liability Insurance Policy" means [that certain
policy numbered 5353934 issued to the Servicer and the Trustee, on behalf of the
Trust, by Lexington Insurance Company and that certain policy numbered BE
▇▇▇-▇▇-▇▇ issued to the Servicer and the Trustee on behalf of the Trust by
National Union Fire Insurance Company of Pittsburgh, PA and that certain policy
numbered XLUMB-00260 issued to ▇.▇. 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 1999-A Lease or 1999-A Leased Vehicle.
"Contract Rights" means all of the Trustee's right, title, and interest
in, to, and under any 1999-A 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 1999-A 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.
"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.
"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
$40.00 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 [____]% per annum.
"Discounted Lease" means a 1999-A Lease with a Lease Rate of less than
[____]%.
"Discounted Principal Balance" means (i) with respect to any 1999-A
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 1999-A Leased Vehicle,
calculated by discounting such Monthly Lease Payments and Booked Residual Value
by the Discount Rate, and (ii) with respect to any other 1999-A Lease, its
Outstanding Principal Balance at such time.
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"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
1999-A Lease.
"Early Termination Lease" means a 1999-A Lease which is terminated
prior to its Maturity Date in connection with the retention of the related
1999-A Leased Vehicle by the Obligor or the Obligee, by the Servicer accepting
payment (excluding payments in the form of non-cash items) of less than 100% of
the Outstanding Principal Balance of a 1999-A Lease; provided, however, that
such agreement is part of a lease termination program sponsored by WOFCO (or the
Servicer, if other than WOFCO) specifically for the purpose of mitigating
residual value losses, and not primarily for any other purpose, and pursuant to
which WOFCO or the Servicer offers incentives to terminate such a 1999-A Lease
prior to its Maturity Date; and provided, further, that such a 1999-A Lease will
not constitute an Early Termination Lease if such deficit is less than $200.00.
"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 ▇▇▇▇▇'▇ is a Rating Agency), from Standard & Poor's at least equal
to "A-1" (so long as Standard & Poor's is a Rating Agency) and if such
commercial paper or short term unsecured debt obligations are rated by Fitch,
credit ratings from Fitch at least equal to "F-1" (so long as Fitch 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
Noteholders, the holders of the 1999-A SUBI Certificate or the
Certificateholder, 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
deposits of at least Baa3 (so long as ▇▇▇▇▇'▇ 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 a 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;
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(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);
(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 ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia or a
territory of the United States and is not (i) ALF LLC (or its
predecessor), the Grantor, World Omni Lease Securitization, LLC (or its
predecessor) or the Transferor, 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,
and the related Leased Vehicle is covered by the Residual Value
Insurance Policy;
(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 a fixed time period from the
date of origination of such Lease, such time period to be at least 24
months and no more than 60 months, 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 lesser of (i) $60,000, and (ii) the amount
reasonably established by the Servicer consistent with its policies 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;
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(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 1999-A 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;
(w) the related Leased Vehicle of which was produced by the
original manufacturer to U.S. specifications and standards, as
evidenced by the vehicle identification number which is within the
approved series for the make and model at the time of origination of
the Lease;
(x) the related Leased Vehicle of which has not been used
commercially as a taxi cab, public omnibus, livery, sightseeing
conveyance or for any carrying of goods or passengers for hire; and
(y) 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 vehicle 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 1999-A SUBI Portfolio as of the Initial Cutoff
Date) or on or before September 30, 2000 (in the case of Leased
Vehicles allocated to the 1999-A SUBI Portfolio as of a Subsequent
Cutoff Date); (iii) has a Maturity Date on or after May 1, 2000 and no
later than February 28, 2004 (in the case of Leases allocated to the
1999-A SUBI Portfolio as of the Initial Cutoff Date) or no later than
September 30, 2005 (in the case of Leases allocated to the 1999-A 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 payments over its term (except for payment
of such Booked Residual Value).
"Extension Fee" means, with respect to any 1999-A 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 1999-A Lease by
the Obligor in exchange for the extension.
"Grantor" has the meaning set forth in the Preamble.
"Indenture" has the meaning set forth in Recital H.
"Indenture Trustee" has the meaning set forth in Recital G.
"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
Transferor 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 Transferor or any of their respective Affiliates; and (c) is not
connected with the Grantor, the Trust, the Transferor 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
8
to any Accountant means such an Accountant, who may also be the Accountant who
audits the books of the Grantor, the Trust, the Transferor or any of their
respective Affiliates, who is Independent with respect to the Grantor, the
Trustee, the Transferor, 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 April 1, 1999.
"Insurance Expenses" means any amount of Insurance Proceeds (a) applied
to the repair of the related 1999-A 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 1999-A Lease, 1999-A Leased
Vehicle or Obligor, any policy of comprehensive, collision, public liability,
physical damage, personal liability, credit health or accident, credit life or
employment insurance, or any other form of insurance.
"Insurance Proceeds" means, with respect to any 1999-A Lease, 1999-A
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 1999-A Lease, 1999-A Leased Vehicle or Obligor (including
but not limited to any contingent and excess liability insurance policy
maintained by or on behalf of the Trustee, on behalf of the Trust, but not
including the Residual Value Insurance Policy).
"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 1999-A 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 (as defined in the Securitization Trust Agreement) of
Interest Collections allocable to the 1999-A SUBI Certificate, only to the
extent such deduction and payment would have the same effect as if it followed
item (iv) 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 1999-A SUBI Certificate,
only to the extent that such deduction and payment would have the same effect as
if it followed item (iv) 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 1999-A 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 (v) 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. Without limiting the generality
of the foregoing, Interest Collections with respect to any Collection Period
shall include any excess of Net Matured Leased Vehicle Proceeds for that
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 Collection Period.
9
"Lease Documents" means, with respect to each 1999-A Lease, the fully
executed 1999-A Lease and any agreement(s) modifying such 1999-A Lease
(including, without limitation, any extension agreement(s) relating to extended
1999-A Lease(s)).
"Lease Rate" means, with respect to each Lease, the implicit rate,
calculated on the basis of an approximate 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 1999-A 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 1999-A Lease, including expenses
incurred in connection with any collection effort (whether or not resulting in a
lawsuit against the Obligor under such 1999-A 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 1999-A 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 1999-A SUBI Collection Account pursuant to Section 8.03
thereof) or otherwise.
"Matured Lease" means any 1999-A 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 1999-A 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 June, July and August 1999
in respect of any date during the September 1999 Collection Period, the months
of July and August 1999 and the September 1999 Collection Period in respect of
any date during the October 1999 Collection Period, the month of August and the
September and October 1999 Collection Periods in respect of any date during the
November 1999 Collection Period), and that, as of the last day of the most
recent calendar month or Collection Period, as applicable, have remained unsold
and not otherwise disposed of by the Servicer for no more than two full calendar
months and/or Collection Periods, as applicable.
"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 and including any charges for excess mileage and
excess wear and tear) in connection with the sale or other disposition of a
1999-A Leased Vehicle included in Matured Leased Vehicle Inventory.
"Matured Vehicle" as of any date means any 1999-A Leased Vehicle the
related 1999-A 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
10
on behalf of the Origination Trustee, on behalf of the Origination Trust,
regardless of the status of the sale or other disposition of such 1999-A Leased
Vehicle as of such date.
"Maturity Date" means, with respect to any 1999-A 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 less Matured Leased Vehicle Expenses.
"Net Repossessed Vehicle Proceeds" means Repossessed Vehicle Proceeds
less Repossessed Vehicle Expenses.
"1999-A Lease" has the meaning set forth in Section 11.01(a).
"1999-A Leased Vehicle" has the meaning set forth in Section 11.01(a).
"1999-A SUBI" has the meaning set forth in Recital E.
"1999-A SUBI Asset" has the meaning set forth in Section 11.01(a).
"1999-A SUBI Certificate" has the meaning set forth in Recital E.
"1999-A SUBI Collection Account" means the separate account established
and maintained by the Indenture Trustee as the initial repository of all
proceeds received with respect to all 1999-A SUBI Assets, pursuant to Section
12.01(a).
"1999-A SUBI Lease Account" has the meaning set forth in Section
12.02(a).
"1999-A SUBI Portfolio" has the meaning set forth in Recital E.
"1999-A SUBI Certificate" has the meaning set forth in Recital G.
"Noteholders" has the meaning set forth in the Indenture.
"Notes" has the meaning set forth in the Indenture.
"Obligee" means each Person who is the lessor under a 1999-A 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 1999-A 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
11
to be made), less any unearned finance or other charges relating to the period
beginning after the next succeeding Due Date on such 1999-A Lease (determined in
accordance with the actuarial method as applied to the Lease Rate for such
1999-A Lease in accordance with the Servicer's usual practices), plus (b) the
Booked Residual Value of the related Leased Vehicle.
"Owner Trustee" has the meaning set forth in Recital G.
"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 1999-A Lease in excess of the Monthly Lease Payment due during such
Collection Period with respect to such 1999-A 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, limited liability company, 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 1999-A Lease (exclusive of any 1999-A Lease
referred to in the definition of the term "Charged-off Lease") or such lesser
amount as may be provided for in such 1999-A 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
1999-A 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 1999-A Lease (including any payment in respect
of the Booked Residual Value of the related 1999-A 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
1999-A 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.
"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 1999-A 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 1999-A Lease.
"Revolving Period" means the period from the Initial Cutoff Date to but
not including the earlier of [October] 1, 2000 and the day on which an Early
Amortization Event (as defined in the Securitization Trust Agreement) occurs.
"Securitization Trust Agreement" has the meaning set forth in Recital
G.
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"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
Indenture, the Backup Security Agreement, the 1999-A SUBI Certificate, the Notes
and the Certificates, as the same may be amended, supplemented or modified from
time to time, and each to the extent that it relates to the 1999-A 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 1999-A SUBI).
"Security Deposit" means, with respect to any 1999-A Lease, the
refundable security deposit specified in such 1999-A Lease.
"Servicer" has the meaning set forth in Recital C.
"Servicer Reimbursement" has the meaning set forth in the Servicing
Supplement.
"Servicing Agreement" has the meaning set forth in Recital C.
"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 I.
"SUBI Certificate Agreement" has the meaning set forth in Recital F.
"Subsequent Cutoff Date" means, with respect to any Lease and Leased
Vehicle allocated to the 1999-A SUBI Portfolio on a Transfer Date, the last day
of the preceding calendar month.
"Transfer Date" means any Business Day in any calendar month following
a Collection Period in the Revolving Period, on or prior to the twenty-fifth
calendar day of that calendar month (beginning October 25, 1999) specified as
such by the Servicer in its notice and certificate pursuant to Section 8.02(b)
of the Servicing Supplement.
"Transferor" has the meaning set forth in Recital F.
"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).
"Undistributed Transferor Excess Collections" has the meaning set forth
in the Securitization Trust Agreement.
"U.S. Bank" has the meaning set forth in the Preamble.
"WOFCO" has the meaning set forth in the Recital A.
Section 10.02. Rights in Respect of 1999-A SUBI.
Each holder of a 1999-A SUBI Certificate (including the Owner Trustee)
and each pledgee of a 1999-A SUBI Certificate (including the Indenture Trustee,
on behalf of the Noteholders) is a third-party beneficiary of the Trust
Agreement and this Supplement, insofar as they apply to the 1999-A SUBI and
13
the holders or pledgees of the 1999-A SUBI Certificate. 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 Owner Trustee acting with the consent or
upon the instruction of the Indenture Trustee acting at its own instigation or
upon the instruction of Noteholders representing more than 50% of the aggregate
Percentage Interests (acting as a single class) during such time as any Note
shall remain outstanding and, if no Notes remain outstanding, shall be deemed to
refer to the Owner Trustee acting at its own instigation or upon the instruction
of the Transferor.
Part XI. CREATION OF 1999-A SUBI
Section 11.01. Initial Creation of 1999-A SUBI Portfolio and 1999-A
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 1999-A
SUBI Collection 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 from 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 1999-A SUBI Portfolio (such Leases and Leased
Vehicles, together with those additional Leases and Leased Vehicles allocated to
the 1999-A SUBI Portfolio during the Revolving Period, the "1999-A Leases" and
the "1999-A 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 "1999-A SUBI Assets"). In addition to the conveyance of
such 1999-A 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 as the "1999-A SUBI". The
1999-A SUBI shall represent a specific divided beneficial interest solely in the
1999-A SUBI Portfolio and the 1999-A 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 1999-A SUBI Portfolio and of the terms and
provisions of (x) this Supplement and (y) the Securitized Financing contemplated
by the 1999-A Securitization Trust Agreement and (ii) after giving effect to the
creation of the 1999-A SUBI, the transfer to the Beneficiary of both the 1999-A
SUBI Certificate 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.
14
Section 11.02. Subsequent Additions to 1999-A 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 1999-A SUBI
Portfolio effective as of the relevant Subsequent Cutoff Date as additional
1999-A Leases, 1999-A Leased Vehicles and 1999-A 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 (and amounts treated as Principal
Collections pursuant to the last sentence of Section 3.03(b)) received from the
Initial Cutoff Date through the end of the most recent Collection Period that
have not yet been so reinvested in additional 1999-A Leases, 1999-A Leased
Vehicles and related 1999-A SUBI Assets (as provided in Section 11.08 herein);
provided, however, that (x) after giving effect to such reallocation, no event
of default (matured or unmatured) shall exist under any Securitized Financing
involving a UTI Pledge; (y) prior to such reallocation, the Servicer shall have
provided the Officer's Certificate required by Section 8.02(b) of the Servicing
Supplement; and (z) Eligible Leases booked from [__________________] through
[____________________], shall be reserved by the Trustee for allocation to the
1999-A SUBI Portfolio, and allocation will first be made of such Eligible Leases
to the 1999-A SUBI Portfolio to the extent available as of the relevant
Subsequent Cutoff Date.
(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 1999-A 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 1999-A
SUBI Collection Account to the Lease Funding Account an amount equal to the
aggregate Discounted Principal Balance as of the related Subsequent Cutoff Date
of the 1999-A Leases then being added to the 1999-A SUBI Portfolio pursuant to
Section 11.02(a) hereof.
(d) To the extent that, for any reason, the additional 1999-A
Leases allocated to the 1999-A 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 (and
amounts treated as Principal Collections pursuant to the last sentence of
Section 3.03(b) of the Securitization Trust Agreement) received since the
Initial Cutoff Date and prior to the termination of the Revolving Period which
have not yet been reinvested in additional 1999-A Leases, 1999-A Leased Vehicles
and related 1999-A SUBI Assets, the balance of such Principal Collections and
other amounts ("Unallocated Principal Collections") shall continue to be
invested and reinvested in Permitted Investments as part of the 1999-A SUBI
Portfolio until the earlier of (i) the reinvestment of such unallocated
Principal Collections on a subsequent Transfer Date and (ii) the start of the
Amortization Period, 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 1999-A SUBI Collection Account to
the 1999-A SUBI Lease Account those Principal Collections (and amounts treated
as Principal Collections pursuant to the last sentence of Section 3.03(b) of the
Securitization Trust Agreement) received since the Initial Cutoff Date that have
not yet been reinvested in additional 1999-A Leases,
15
1999-A Leased Vehicles and related 1999-A SUBI Assets, to be applied in
accordance with Section 7.03 of the Trust Agreement.
(f) Neither any interest in the 1999-A SUBI nor the 1999-A
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 1999-A SUBI and the 1999-A SUBI
Certificate may be sold to the Transferor pursuant to the SUBI Certificate
Agreement, and (ii) the 1999-A SUBI Certificate and the interest in the 1999-A
SUBI represented thereby may be assigned by the Transferor absolutely or a
security interest therein granted in connection with a Securitized Financing, in
each case in the circumstances contemplated in Section 4.02(c) of the Trust
Agreement. Such a transfer is registrable upon surrender of the relevant 1999-A
SUBI 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 thereof or such holder's attorney duly
authorized in writing, and thereupon one or more new 1999-A SUBI Certificates of
a like aggregate fractional undivided interest will be issued to the designated
permitted transferee.
Section 11.03. Issuance and Form of the 1999-A SUBI Certificate.
(a) The 1999-A SUBI shall be represented by the 1999-A SUBI
Certificate representing a 100% beneficial interest in the 1999-A SUBI and the
1999-A SUBI Portfolio, as further set forth herein. The 1999-A SUBI Certificate
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 1999-A SUBI Certificate 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 SUBI
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 1999-A SUBI Certificate shall be printed, lithographed,
typewritten, mimeographed, photocopied or otherwise produced or may be produced
in any other manner as may, consistently herewith and with the Trust Agreement,
be determined by the Beneficiary.
(b) As required by Section 4.02(b) of the Trust Agreement, the
1999-A SUBI Certificate shall contain an express written waiver of any claim by
any holder thereof or owner of a beneficial interest or security 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 1999-A SUBI Portfolio as
1999-A SUBI Assets and those proceeds or assets derived from or earned by such
1999-A SUBI Assets.
(c) It is the intention of the parties to this Agreement that
the 1999-A SUBI Certificate be governed by Article 8 of the Uniform Commercial
Code as in effect in any relevant jurisdiction.
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 1999-A
16
SUBI Portfolio and the backup security interest therein of the Indenture
Trustee, 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 by the Servicer hereunder or
under any other Securitization Trust Documents (including the Indenture and 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 Owner Trustee or the Indenture Trustee in any 1999-A
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 1999-A SUBI.
In connection with any purchase by the Transferor of the corpus of the
Securitization Trust pursuant to Section 7.02 of the Securitization Trust
Agreement, and the succession of the Transferor to all of the interest in the
1999-A SUBI represented by the 1999-A SUBI Certificate, should all of the
interest in the 1999-A SUBI thereafter be transferred to the UTI Holder, whether
by sale or otherwise, then upon the direction of the UTI Holder the 1999-A SUBI
shall be terminated, the 1999-A SUBI Certificate shall be returned to the
Trustee and canceled thereby, and (pursuant to Section 12.01(a) of the Servicing
Supplement) the Servicer shall reallocate all 1999-A Leases, 1999-A Leased
Vehicles and related 1999-A 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 1999-A SUBI Certificate (and
beneficial owner of any portion thereof in connection with a Securitized
Financing, including the Owner Trustee, the Indenture Trustee and the
Noteholders) 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, South Carolina,
California, Illinois, New Jersey, and Pennsylvania], and in all material
respects in any other jurisdiction) perform this Supplement (in all material
respects outside of the [nine] 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;
17
(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 1999-A 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
Agreement). 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 1999-A SUBI
before allocating Trust Assets to the 1999-A SUBI.
Section 11.09. Minimum Net Worth.
Notwithstanding 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. 1999-A SUBI Collection Account.
(a) The Servicer on behalf of the Trustee shall establish and
maintain with respect to the 1999-A SUBI a "1999-A SUBI Collection Account" in
the name of the Indenture Trustee, for the benefit of the holders of the Notes
and the holder of 1999-A SUBI Certificate, which account shall constitute a SUBI
Collection Account. The 1999-A SUBI Collection Account initially shall be
established with the Indenture Trustee, and at all times shall be an Eligible
Account. In the event that the Indenture Trustee 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 1999-A SUBI
Collection Account to be moved to a bank or trust company that satisfies those
requirements. The 1999-A SUBI Collection Account shall relate solely to the
1999-A SUBI and the 1999-A 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 1999-A SUBI Collection Account shall be invested in Permitted
Investments in accordance with Section 7.01(d) of the Trust Agreement, Section
11.02(d) hereof and Section 8.03 of the Indenture until distributed or otherwise
applied in accordance with the Trust Agreement or this Supplement. The Trustee
hereby grants a security interest in the 1999-A SUBI Collection Account, and all
amounts on deposit therein including Permitted Investments and all proceeds of
the foregoing, to the Indenture Trustee for the benefit of the holders of the
Notes.
18
(b) On each Deposit Date the Indenture Trustee shall transfer
or cause the transfer of all Principal Collections and Interest Collections in
the 1999-A SUBI Collection Account with respect to the related Collection Period
to the holder of the 1999-A SUBI Certificate (and more particularly, to the
Distribution Account); provided, however, that on each Deposit Date related to a
Collection Period in the Revolving Period, the Indenture 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.
(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 12.01.
(d) Any transfer to the holder of the 1999-A SUBI Certificate
shall be made as directed pursuant to the Securitization Trust Documents.
(e) 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 Transferor, the Trustee, the Owner Trustee and the Indenture
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 1999-A SUBI Portfolio to be deposited in the 1999-A 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 Securities (as defined in the
Securitization Trust Agreement) by such Rating Agency, (i) the Servicing
Supplement may be so modified without the consent of any Noteholders pursuant to
Section 12.02 thereof and (ii) the Servicer may remit such collections to the
1999-A SUBI Collection Account in accordance with that alternative remittance
schedule.
(f) 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 1999-A 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. 1999-A 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
1999-A SUBI a "1999-A SUBI Lease Account" in the name of the Indenture Trustee,
for the benefit of the holders of the Notes and the holder of the 1999-A SUBI
Certificate, which account shall constitute a SUBI Lease Account. Any 1999-A
SUBI Lease Account initially shall be established with the Indenture Trustee and
at all times shall be an Eligible Account. In the event that the Indenture
Trustee no longer meets the requirements stated in the definition of "Eligible
Account", then the Servicer shall, with the Indenture Trustee's assistance as
necessary, cause the 1999-A SUBI Lease Account to be moved to a bank or trust
company that satisfies those requirements. The 1999-A SUBI Lease Account shall
relate solely to the 1999-A SUBI and the 1999-A 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 1999-A SUBI Lease Account shall be invested
in Permitted Investments in accordance with Section 7.01(d) of the Trust
Agreement, Section 11.02(d) hereof and Section 8.03 of the Indenture until
19
distributed or otherwise applied in accordance with the Trust Agreement or this
Supplement. The Trustee hereby grants a security interest in any 1999-A SUBI
Lease Account, and all Permitted Investments therein and all proceeds of the
foregoing, to the Indenture Trustee for the benefit of the holders of the Notes.
(b) All transfers of funds into and out of the 1999-A SUBI
Lease Account shall be made in accordance with Section 7.03 of the Trust
Agreement.
Section 12.03. Servicer Calculations.
Neither the Trustee nor the Indenture Trustee shall be under any
obligation to recalculate or reverify any calculations made by the Servicer with
respect to any amounts to be transferred by the Indenture Trustee pursuant to
this Part XII.
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 1999-A SUBI and the 1999-A SUBI Portfolio, may be amended from
time to time only in a writing signed by the Trustee and the Beneficiary (and by
U.S. Bank to the extent that any such amendment affects it as Trust Agent), with
the prior written consent of the Indenture Trustee and the Owner Trustee (which
shall be given only in the circumstances contemplated by Section 9.01 of the
Securitization Trust Agreement).
(b) ALF 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
1999-A 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 Notes.
(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,
trust company or bank 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
▇▇▇▇▇'▇ 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.
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.
20
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 Indenture
Trustee shall be addressed as follows (unless notice of a change of address is
given in accordance with this Section or Section 9.03 of the Trust Agreement:
▇▇▇▇▇▇ Trust and Savings Bank
▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Office
and any notice to the Owner Trustee shall be addressed as follows:
Chase Manhattan Bank Delaware
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Corporate Trust Department
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 Owner Trustee and the Indenture 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 the 1999-A SUBI Certificate or the rights of the holder
thereof. To the extent permitted by law, the parties hereto waive any provision
of law that renders any provision of this 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 1999-A
SUBI, the provisions of this Supplement shall prevail.
(b) For purposes of determining the parties' obligations
under this Supplement with respect to the 1999-A SUBI, general references in the
Trust Agreement to: (i) a SUBI Account shall be deemed to refer more
specifically to the 1999-A SUBI Account; (ii) a SUBI Asset shall be deemed to
refer more specifically to a 1999-A SUBI Asset; (iii) an appropriate or
applicable SUBI Collection Account shall be deemed to refer more specifically to
the 1999-A SUBI Collection Account; (iv) an appropriate or applicable SUBI Lease
Account shall be deemed to refer more specifically to a 1999-A SUBI Lease
Account; (v) a SUBI Portfolio shall be deemed to refer more specifically to the
1999-A 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.
21
Section 13.06. Successors and Assigns.
The Trust Agreement and this Supplement, insofar as they
relate to the 1999-A SUBI Portfolio, shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns, the Trustee on behalf of the Trust, and the Securitization Trustee.
Further, all references herein to Persons or entities other than parties hereto
shall be deemed to refer to the successors and permitted assigns of such
persons, to the extent that such construction is reasonably possible; to the
extent that such construction is not reasonably possible, the parties hereto
shall amend this Supplement so as to effect the original intent of the parties
as closely as possible in an acceptable manner.
[SIGNATURES ON NEXT PAGE]
22
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) U.S. 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 LLC, its general partner
By:
______________________________________________
Name: ________________________________________
Title:________________________________________
VT INC., as Trustee
By:
______________________________________________
Name: ________________________________________
Title:________________________________________
U.S. BANK NATIONAL ASSOCIATION, as Trust Agent
By:
______________________________________________
Name: ________________________________________
Title:________________________________________
▇▇▇▇▇▇ Trust and Savings Bank, as Indenture Trustee
(solely to acknowledge the provisions of
Sections 10.02, 11.04, 11.07, 12.01, 12.02,
12.03, 13.01 and 13.03 hereof)
By:
______________________________________________
Name: ________________________________________
Title:________________________________________
WORLD OMNI LEASE SECURITIZATION L.P., assignee of
Beneficiary (solely to acknowledge the
provisions hereof)
By: World Omni Lease Securitization LLC, its
general partner
By:
______________________________________________
Name: ________________________________________
Title:________________________________________
23
COUNTY OF )
)
STATE OF )
I, the undersigned, a Notary Public in and for said jurisdiction,
hereby certify that________________, whose name as _______________ of Auto Lease
Finance LLC, a Delaware limited liability company, 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 __________,
1999.
(SEAL) ---------------------------------
NOTARY PUBLIC
My Commission Expires: __________
24
COUNTY OF )
)
STATE OF )
I, the undersigned, a Notary Public in and for said jurisdiction,
hereby certify that ___________________, whose name as ______________________ of
World Omni Lease Securitization LLC, a Delaware limited liability company, 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 __________,
1999.
(SEAL) ----------------------------------
NOTARY PUBLIC
My Commission Expires: __________
25
COUNTY OF )
)
STATE 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 __________,
1999.
(SEAL) ---------------------------------
NOTARY PUBLIC
My Commission Expires: __________
26
COUNTY OF )
)
STATE OF )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that _________________________, whose name as
_________________________ of U.S. 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 __________,
1999.
(SEAL) ---------------------------------
NOTARY PUBLIC
My Commission Expires: __________
27
COUNTY OF )
)
STATE OF )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that _________________________, whose name as
_________________________ of ▇▇▇▇▇▇ Trust and Savings Bank, an Illinois banking
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 Illinois banking corporation.
Given under my hand and official seal, this the ___ day of __________,
1999.
(SEAL) ---------------------------------
NOTARY PUBLIC
My Commission Expires: __________
28
EXHIBIT A
SCHEDULE OF 1999-A LEASES AND
1999-A LEASED VEHICLES AS OF THE INITIAL CUTOFF DATE
[Omitted. Copies on file with the Servicer, the Trustee, the Indenture
Trustee and the Owner Trustee.]
A-1
EXHIBIT B
FORM OF 1999-A SUBI CERTIFICATE
WORLD OMNI LT
SPECIAL UNIT OF BENEFICIAL INTEREST 1999-A CERTIFICATE
evidencing an undivided 100% interest in all 1999-A SUBI Assets
(as defined below).
(This 1999-A SUBI Certificate does not represent an obligation of, or
an interest in, World Omni Financial Corp., Auto Lease Finance LLC, Auto Lease
Finance L.P. or any of their respective affiliates.)
Number 1999-A SUBI- __________________________________
THIS CERTIFIES THAT __________________________________ is the
registered owner of a nonassessable, fully-paid, undivided interest in the
1999-A SUBI Assets (such interest, a "1999-A SUBI Interest"), of World Omni LT,
an Alabama business trust (the "Trust") formed by Auto Lease Finance L.P., a
Delaware limited partnership, as grantor ("ALF 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, as further amended by that certain Amendment No. 1
to Second Amended and Restated Trust Agreement dated as of November 1, 1994, and
as further amended by that certain Amendment No. 2 to Second Amended and
Restated Trust Agreement dated as of September 23, 1998 (as so amended and
restated, the "Trust Agreement"), among the Grantor, ALF 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, U.S. Bank National Association, a national banking association
(formerly known as First Bank National Association and successor to Bank of
America Illinois, an Illinois banking corporation) ("U.S. Bank"), as
supplemented by that certain 1999-A Supplement to Trust Agreement dated and
effective as of August 1, 1999 among the Grantor, the Beneficiary, the Trustee,
U.S. Bank, ▇▇▇▇▇▇ Trust and Savings Bank and World Omni Lease Securitization L.P
(the "Transferor") (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.
This 1999-A SUBI Certificate is the duly authorized certificate issued
under the Agreement and designated as the "World Omni LT Special Unit of
Beneficial Interest 1999-A Certificate" (the "1999-A SUBI Certificate"). This
1999-A SUBI Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the holder of this 1999-A
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 SUBI and UTI Certificates, the first designated as the "World Omni LT
Undivided Trust Interest Certificate" (the "Undivided Trust Interest
Certificate"), and the others each designated as "World Omni LT Special Unit of
Beneficial Interest Certificates" (together with the 1999-A SUBI Certificate,
the "SUBI Certificates" and, together with the Undivided Trust Interest
Certificate, the "SUBI & UTI Certificates"). The Undivided Trust Interest
Certificate evidences 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 1999-A SUBI Portfolio.
B-1
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 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" (a "SUBI") in the Trust. Pursuant to the
1999-A SUBI Supplement, various SUBI Assets (the "1999-A SUBI Assets") were
identified and allocated on the records of the Trust into a separate SUBI
Portfolio (the "1999-A SUBI Portfolio"), and the beneficial interest in the
1999-A SUBI Portfolio was designated as a separate SUBI known as the "1999-A
SUBI". The rights of the holder of this 1999-A SUBI Certificate to certain of
the proceeds of the 1999-A SUBI Assets are and will be further set forth in the
Agreement.
The SUBI & UTI Certificates do not represent an obligation of, or an
interest in, the Grantor, WOFCO or any of their respective Affiliates. The
1999-A SUBI Certificate is limited in right of payment to certain collections
and recoveries respecting the Leases (and the related Obligors) and the Leased
Vehicles allocated to the 1999-A 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 1999-A SUBI 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 1999-A SUBI Portfolio as 1999-A SUBI Assets and those
proceeds or assets derived from or earned by such 1999-A 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 1999-A SUBI Assets, the 1999-A SUBI
Portfolio and the 1999-A SUBI and the rights of the holder of the 1999-A SUBI
Certificate at any time by the Beneficiary and the Trustee, only with the
consent of ▇▇▇▇▇▇ Trust and Savings Bank, as trustee (the "Indenture Trustee")
under that certain Indenture dated as of August 1, 1999 between Chase Manhattan
Bank Delaware, as trustee (the "Owner Trustee") of the World Omni 1999-A
Automobile Lease Securitization Trust, and the Indenture Trustee, as set forth
in that certain Securitization Trust Agreement dated as of August 1, 1999 (the
"Securitization Trust Agreement"), among the Transferor, the Indenture Trustee
and the Owner Trustee, and with the consent of the Owner 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
Notes evidencing more than 50% of the aggregate Percentage Interests (as all
such terms are defined in the Securitization Trust Agreement), voting together
as a single class. If approval of any holder of this 1999-A SUBI Certificate is
required, any such consent shall be conclusive and binding on such holder and on
all future holders hereof and of any 1999-A SUBI 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 1999-A SUBI Certificate.
As provided in the Agreement, this 1999-A SUBI 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
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security interest pledge by the Transferor in connection with (i) a sale by the
Beneficiary to the Transferor, or (ii) a Securitized Financing. Such a transfer
of this 1999-A SUBI Certificate is registrable upon surrender of this 1999-A
SUBI 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 a new 1999-A SUBI Certificate of a like
undivided interest will be issued to the designated permitted transferee.
Prior to due presentation of this 1999-A SUBI 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
1999-A SUBI 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 1999-A SUBI Certificate shall have been executed by an
authorized officer of the Trustee, by manual signature, this 1999-A SUBI
Certificate shall not entitle the holder hereof to any benefit under the
Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this 1999-A SUBI Certificate to be duly executed.
Dated: WORLD OMNI LT
By: VT INC., as Trustee
(SEAL)
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Authorized Officer
ATTEST:
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EXHIBIT C
FORMS OF 1999-A LEASE
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