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EXHIBIT 4.1
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WORLD OMNI LEASE SECURITIZATION L.P.
AND
FIRST BANK NATIONAL ASSOCIATION, AS TRUSTEE
WORLD OMNI 1996-B AUTOMOBILE LEASE SECURITIZATION TRUST
AUTOMOBILE LEASE ASSET-BACKED CERTIFICATES
FORM OF
SECURITIZATION TRUST AGREEMENT
DATED AS OF OCTOBER 1, 1996
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TABLE OF CONTENTS
Page
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE ONE
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.01. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.02. Article and Section References. . . . . . . . . . . . . . . 32
ARTICLE TWO
CREATION OF TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 2.01. Creation of Trust. . . . . . . . . . . . . . . . . . . . . . 32
Section 2.02. Conveyance of 99.8% 1996-B SUBI Interest. . . . . . . . . . 32
Section 2.03. Acceptance by Trustee. . . . . . . . . . . . . . . . . . . . 33
ARTICLE THREE
DISTRIBUTIONS; RESERVE FUND;
STATEMENTS TO CERTIFICATEHOLDERS . . . . . . . . . . . . . . . . . . . . . 33
Section 3.01. Distribution Account . . . . . . . . . . . . . . . . . . . . 33
Section 3.02. Collections . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 3.03. Distributions . . . . . . . . . . . . . . . . . . . . . . . 34
Section 3.04. Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 3.05. Net Deposits . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 3.06. Statements to Certificateholders . . . . . . . . . . . . . . 41
ARTICLE FOUR
THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 4.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . 45
Section 4.02. Authentication and Delivery of Certificates . . . . . . . . 45
Section 4.03. Registration of Transfer and Exchange of Certificates. . . . 46
Section 4.04. Mutilated, Destroyed, Lost or Stolen Certificates . . . . . 48
Section 4.05. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . 49
Section 4.06. Access to List of Certificateholders' Names and Addresses . 49
Section 4.07. Maintenance of Office or Agency . . . . . . . . . . . . . . 49
Section 4.08. Temporary Certificates . . . . . . . . . . . . . . . . . . . 50
Section 4.09. Book-Entry Certificates . . . . . . . . . . . . . . . . . . 50
Section 4.10. Notices to Clearing Agency . . . . . . . . . . . . . . . . . 52
Section 4.11. Definitive Certificates . . . . . . . . . . . . . . . . . . 52
Section 4.12. Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . 53
ARTICLE FIVE
THE SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 5.01. Representations of Seller . . . . . . . . . . . . . . . . . 54
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Section 5.02. Liability of Seller; Indemnities . . . . . . . . . . . . . . 56
Section 5.03. Merger or Consolidation of, or Assumption of the
Obligations of, Seller; Certain Limitations. . . . . . . . . 56
Section 5.04. Limitation on Liability of Seller and Others . . . . . . . . 58
Section 5.05. Seller May Own Investor Certificates . . . . . . . . . . . . 58
Section 5.06. No Transfer . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 5.07. Tax Matters Partner . . . . . . . . . . . . . . . . . . . . 59
ARTICLE SIX
THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 6.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . 59
Section 6.02. Certain Matters Affecting the Trustee . . . . . . . . . . . 60
Section 6.03. Trustee Not Liable for Certificates or Leases . . . . . . . 62
Section 6.04. Trustee May Own Certificates . . . . . . . . . . . . . . . . 63
Section 6.05. Trustee's Fees and Expenses . . . . . . . . . . . . . . . . 63
Section 6.06. Eligibility Requirements for Trustee . . . . . . . . . . . . 63
Section 6.07. Resignation or Removal of Trustee . . . . . . . . . . . . . 64
Section 6.08. Successor Trustee . . . . . . . . . . . . . . . . . . . . . 65
Section 6.09. Merger or Consolidation of Trustee . . . . . . . . . . . . . 65
Section 6.10. Appointment of Co-Trustee or Separate Trustee . . . . . . . 66
Section 6.11. Representations and Warranties of Trustee . . . . . . . . . 67
Section 6.12. Tax Returns. . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 6.13. Trustee May Enforce Claims Without Possession of
Certificates . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 6.14. Suit for Enforcement . . . . . . . . . . . . . . . . . . . . 68
Section 6.15. Rights of Certificateholders to Direct Trustee . . . . . . . 69
Section 6.16. No Petition. . . . . . . . . . . . . . . . . . . . . . . . . 69
ARTICLE SEVEN
TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 7.01. Termination of the Trust . . . . . . . . . . . . . . . . . . 69
Section 7.02. Optional Purchase of 99.8% 1996-B SUBI Interest . . . . . . 71
ARTICLE EIGHT
EARLY AMORTIZATION EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 8.01. Early Amortization Events. . . . . . . . . . . . . . . . . . 72
Section 8.02. Additional Rights Upon the Occurrence of
Certain Events . . . . . . . . . . . . . . . . . . . . . . . 74
ARTICLE NINE
MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . 76
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Section 9.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 9.02. Protection of Title to Trust . . . . . . . . . . . . . . . . 77
Section 9.03. Limitation on Rights of Certificateholders . . . . . . . . . 78
Section 9.04. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 79
Section 9.05. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 9.06. Severability of Provisions . . . . . . . . . . . . . . . . . 80
Section 9.07. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 9.08. Certificates Nonassessable and Fully Paid . . . . . . . . . 80
ARTICLE TEN
AGENT FOR SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 10.01. Agent for Service of Seller. . . . . . . . . . . . . . . . 81
Section 10.02. Agent of Trustee. . . . . . . . . . . . . . . . . . . . . . 81
EXHIBITS:
Exhibit A-1 - Form of Class A-1 Certificate . . . . . . . . . . . A-1
Exhibit A-2 - Form of Class A-2 Certificate . . . . . . . . . . . A-2
Exhibit A-3 - Form of Class A-3 Certificate . . . . . . . . . . . A-3
Exhibit B - Form of Class B Certificate . . . . . . . . . . . . . B-1
Exhibit C - Form of Seller Certificate . . . . . . . . . . . . . C-1
Exhibit D-1 - Form of Non-Rule 144-A Representation Letter . . . . D-1-1
Exhibit D-2 - Form of Rule 144-A Representation
Letter . . . . . . . . . . . . . . . . . . . . . . . D-2-1
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SECURITIZATION TRUST AGREEMENT
THIS SECURITIZATION TRUST AGREEMENT, dated as of October 1, 1996 is
made with respect to the formation of the WORLD OMNI 1996-B AUTOMOBILE LEASE
SECURITIZATION TRUST (the "Trust"), between WORLD OMNI LEASE SECURITIZATION
L.P., a Delaware limited partnership ("WOLSI LP" or, in its capacity as seller
hereunder, the "Seller"), and, FIRST BANK NATIONAL ASSOCIATION, A NATIONAL
BANKING ASSOCIATION (successor trustee to Bank of America Illinois, an Illinois
banking corporation), as trustee (the "Trustee").
RECITALS
A. Auto Lease Finance L.P., a Delaware limited partnership ("ALFI
LP"), VT Inc., an Alabama corporation (the "Origination Trustee"), and, for
certain limited purposes set forth therein, First Bank National Association, a
national banking association (successor trustee to Bank of America Illinois, an
Illinois banking corporation) (together with its successors, "First Bank") have
entered into that certain Second Amended and Restated Trust Agreement dated as
of July 1, 1994, as amended by that certain Amendment No. 1 to Second Amended
and Restated Trust Agreement dated as of November 1, 1994 (as the same may be
further amended, supplemented or modified, the "Origination Trust Agreement"),
amending and restating that certain original Trust Agreement dated as of
November 1, 1993 among Auto Lease Finance, Inc. ("ALFI"), the Origination
Trustee and First Bank, and that certain Amended and Restated Trust Agreement
dated as of June 1, 1994 among ALFI, ALFI LP, the Origination Trustee and First
Bank, pursuant to which ALFI LP and the Origination Trustee formed World Omni
LT, an Alabama trust (the "Origination Trust") for the purpose of taking
assignments and conveyances of, holding in trust and dealing in various Trust
Assets (as defined in the Origination Trust Agreement) in accordance with the
Origination Trust Agreement. ALFI and World Omni Financial Corp., a Florida
corporation ("WOFCO"), ALFI's parent, have entered into that certain Limited
Partnership Agreement dated as of June 1, 1994, as amended and restated
pursuant to that certain Amended and Restated Limited Partnership Agreement
dated as of July 1, 1994, pursuant to which ALFI LP was formed and ALFI
contributed to ALFI LP all of its right, title and interest in and to the
Origination Trust.
B. The Origination Trustee, on behalf of the Origination Trust,
and WOFCO (in its capacity as servicer, the "Servicer") also have entered into
that certain Second Amended and Restated Servicing Agreement dated as of July
1, 1994 (the "Servicing Agreement"), amending and restating that certain
original Servicing Agreement dated as of November 1, 1993, and that
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certain Amended and Restated Servicing Agreement dated as of June 1, 1994,
which provides for, among other things, the servicing of the Trust Assets by
the Servicer.
C. Concurrently herewith, and as contemplated by the terms of the
Origination Trust Agreement, ALFI LP, the Origination Trustee, First Bank and
WOLSI LP have entered into a Supplement 1996-B to Trust Agreement dated as of
October 1, 1996 (the "1996-B SUBI Supplement") pursuant to which the
Origination Trustee, on behalf of the Origination Trust and at the direction of
ALFI LP, will create and issue to ALFI LP a special unit of beneficial interest
in the Origination Trust, or "SUBI" (as defined in the Origination Trust
Agreement) (such SUBI, the "1996-B SUBI"), whose beneficiaries generally will
be entitled to the net cash flow arising from, but only from, the related SUBI
Portfolio (as defined in the Origination Trust Agreement) (such SUBI Portfolio,
the "1996-B SUBI Portfolio"), which 1996-B SUBI will be evidenced by one SUBI
Certificate (as defined in the Origination Trust Agreement) representing a
99.8% beneficial interest in the 1996-B SUBI (the "99.8% 1996-B SUBI
Certificate") and a second SUBI Certificate representing the remaining 0.2%
beneficial interest in the 1996-B SUBI (the "0.2% 1996-B SUBI Certificate" and,
together with the 99.8% 1996-B SUBI Certificate, the "1996-B SUBI
Certificates"), all as set forth in the Origination Trust Agreement and the
1996-B SUBI Supplement.
D. Also concurrently herewith, and as contemplated by the terms
of the Servicing Agreement, the Origination Trustee, on behalf of the
Origination Trust, and the Servicer also have entered into a Supplement 1996-B
to Servicing Agreement dated as of October 1, 1996 (the "1996-B Servicing
Supplement"), pursuant to which the terms of the Servicing Agreement will be
supplemented insofar as they apply to the 1996-B SUBI Portfolio, providing for
further specific servicing obligations that will benefit the holders of the
1996-B SUBI Certificates and the parties to the Securitized Financing (as
defined in the Origination Trust Agreement) contemplated by this Agreement.
E. Also concurrently herewith, ALFI LP and the Seller have
entered into that certain SUBI Certificate Purchase and Sale Agreement dated as
of October 1, 1996 (the "SUBI Certificate Agreement"), pursuant to which ALFI
LP sold to the Seller, without recourse, all of ALFI LP's right, title and
interest in and to the 1996-B SUBI and the 1996- B SUBI Certificates, all
monies due thereon and paid thereon in respect thereof and the right to realize
on any property that may be deemed to secure the 1996-B SUBI, and all proceeds
thereof, all in consideration of the cash payment to ALFI LP of an amount equal
to the Aggregate Net Investment Value (as defined below) of the 1996-B SUBI
Portfolio as of the Initial Cutoff Date (as defined in the 1996-B SUBI
Supplement).
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F. The parties desire to enter into this Agreement to create the
Trust, to provide for the issuance by the Trustee of certain Certificates and
to provide for the exchange of those Certificates for the 99.8% 1996-B SUBI
Certificate in connection with a Securitized Financing (as defined in the
Origination Trust Agreement) by the Seller.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1.01. DEFINITIONS.
For all purposes of this Agreement, 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 Section 0.01 of the Origination Trust Agreement, by Section 10.01 of
the 1996-B SUBI Supplement or Section 6.01 of the 1996-B Servicing Supplement,
as applicable, (b) the capitalized terms defined in this Agreement have the
meanings assigned to them in this Agreement 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 Agreement as a whole and
not to any particular article or section within this Agreement, (d) the term
"include" and all variations thereon shall mean "include without limitation",
and (e) the term "or" shall include "and/or".
"Accelerated Principal Distribution Amount" has the meaning set forth
in Section 3.03(c)(ii).
"Additional Loss Lease" means a 1996-B Lease that has been sold or
otherwise disposed of to pay an Additional Loss Amount.
"Administrative Expense" means any reasonable administrative cost or
expense associated with the Trust or the Origination Trust, including
reasonable fees and expenses of attorneys and accountants.
"Advance" means those advances required or permitted to be made by the
Servicer pursuant to Section 9.04 of the 1996-B Servicing Supplement.
"Aggregate Net Investment Value" means, as of any day, the sum of (i)
the aggregate of the Discounted Principal Balances of all 1996-B Leases at such
date, each such Discounted Principal
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Balance being derived from the Schedule of Leases and Leased Vehicles as in
effect on such date; provided that as of the last day of any Collection Period,
there shall be eliminated from the Schedule of Leases and Leased Vehicles for
the purpose of this definition (including, without limitation, the
determination at any subsequent time of the Aggregate Net Investment Value as
of the last day of any Collection Period) each 1996-B Lease that became a
Charged-off, Liquidated, Matured or Additional Loss Lease before the end of
such Collection Period, (ii) the aggregate of the Booked Residual Values of
those Leased Vehicles that have been added to Matured Leased Vehicle Inventory
within the three immediately preceding Collection Periods but have not been
sold or otherwise disposed of as of the last day of the most recent Collection
Period for no more than two full Collection Periods, each such Booked Residual
Value being derived from the Schedule of Leases and Leased Vehicles as in
effect on such date, and (iii) prior to the last Transfer Date, the aggregate
amount of Principal Collections that have not been reinvested in additional
1996-B Leases and 1996-B Leased Vehicles pursuant to Section 11.02 of the
1996-B SUBI Supplement.
"Aggregate Net Losses" means, with respect to a Collection Period, an
amount equal to the aggregate Discounted Principal Balances of all 1996-B
Leases that became Charged-off Leases during such Collection Period minus all
Net Repossessed Vehicle Proceeds and other Net Liquidation Proceeds collected
during such Collection Period with respect to Charged-off Leases.
"Agreement" means this Trust Agreement and all amendments hereof and
supplements hereto.
"ALFI" means Auto Lease Finance, Inc. and its successors.
"Alternate Reserve Fund Formula" means that formula pursuant to which
the Reserve Fund Cash Requirement is to be calculated if any Reserve Fund Test
is not satisfied as of any Distribution Date or if any Cure Period is in effect
as of such Distribution Date. Pursuant to the Alternate Reserve Fund Formula,
the Reserve Fund Cash Requirement shall equal two times the Base Reserve Fund
Formula, but which amount shall in no event be greater than the Certificate
Balance (after giving effect to reductions in the Certificate Balance) on such
Distribution Date.
"Amortization Date" means October 1, 1997.
"Amortization Period" means the period beginning with the day
immediately succeeding the last day of the Revolving Period and ending on the
day the Certificates have been paid in full and all unpaid Class A-1
Certificate Principal Loss Amounts, Class A-2 Certificate Principal Loss
Amounts, Class A-3 Certificate Principal Loss Amounts, Class B Certificate
Principal Loss Amounts and unpaid Class B Certificate Principal Carryover
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Shortfalls have been paid in full, in each case with accrued interest thereon,
or the Trust otherwise terminates.
"Applicants" shall have the meaning specified in Section 4.06.
"Appraisal Test" means that determination, made on the Determination
Date occurring each November, beginning in November 1997, of the ratio,
expressed as a percentage, of (a) the aggregate Residual Values of a
statistically valid random sample of 1996-B Leased Vehicles relating to Current
Leases and remaining on the Schedule of Contracts and Leased Vehicles prepared
and delivered by the Servicer as of the last day of the immediately preceding
Collection Period, as selected by an independent third party and then appraised
by an independent forecaster of vehicle wholesale values selected by the
Servicer, and (b) the Booked Residual Values therefor. The Appraisal Test will
be satisfied if such ratio is 75% or more; provided, however, that for purposes
of the Appraisal Test any appraised Residual Value of a 1996-B Leased Vehicle
that is in excess of the Booked Residual Value therefor shall be reduced to
such Booked Residual Value.
"Authorized Newspaper" means a newspaper of general circulation in the
Borough of Manhattan, The City of New York, printed in the English language and
customarily published on each Business Day, whether or not published on
Saturdays, Sundays and holidays.
"Base Reserve Fund Formula" means that formula pursuant to which the
Reserve Fund Cash Requirement is to be calculated if all Reserve Fund Tests are
satisfied as of any Distribution Date and no Cure Period is in effect on such
Distribution Date. Pursuant to the Base Reserve Fund Formula the Reserve Fund
Cash Requirement with respect to any Distribution Date will equal the lesser of
(i) ___________ and (ii) ____% of 99.8% of the Aggregate Net Investment Value
as of the last day of the Collection Period relating to such Distribution Date;
provided, however, that in no event will the Reserve Fund Cash Requirement be
less than $__________ until such time as the Certificate Balance as of the
related Distribution Date (after giving effect to reductions in the Certificate
Balance on such Distribution Date) is less than such amount, at which time the
Reserve Fund Cash Requirement will equal such Certificate Balance.
"Book-Entry Certificates" means a beneficial interest in the Class A
Certificates, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 4.09.
"Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions in New York, New York,
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Chicago, Illinois, Deerfield Beach, Florida, or Mobile, Alabama are authorized
or obligated by law, executive order or governmental decree to be closed.
"Capped Securitization Trust Administrative Expenses" means the
Trustee's compensation pursuant to Section 6.05 and those other Administrative
Expenses with respect to the Trust, including those due under Section 6.05, as
are due on such Distribution Date that, together with all such Administrative
Expenses paid since the beginning of the calendar year in which such
Distribution Date occurs, do not exceed $_________ (or $__________ in any year
in which an Early Amortization Event set forth in Section 8.01(d) or (e) occurs
and the Trustee sells the property of the Trust pursuant to Section 8.02).
"Certificate Balance" initially means the Initial Certificate Balance
and, as of any date, means the sum of the Class A Certificate Balance and the
Class B Certificate Balance as of the close of business on such date, after
giving effect to any changes therein on such date.
"Certificate Factor" means, with respect to any Distribution Date, a
seven-digit decimal figure equal to the Certificate Balance as of the last day
of the related Collection Period divided by the Initial Certificate Balance.
"Certificate Owner" means, with respect to a Book-Entry Certificate,
the Person who is the owner of such Book-Entry Certificate, as reflected on
the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant in
accordance with the rules of such Clearing Agency) and shall mean, with respect
to a Definitive Certificate, the related Certificateholder.
"Certificate Rate" means the Class A-1 Certificate Rate, the Class A-2
Certificate Rate, the Class A-3 Certificate Rate or the Class B Certificate
Rate, as the case may be.
"Certificate Register" means the register maintained pursuant to
Section 4.03.
"Certificate Registrar" means the Trustee unless a successor thereto
is appointed pursuant to Section 4.03.
"Certificateholder" or "Holder" means the Person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purposes of giving any consent, waiver, request or demand pursuant to this
Agreement, the interest evidenced by any Certificate registered in the name of
the Seller, ALFI LP or WOFCO, or any Person controlling, controlled by or under
common control with the Seller, ALFI LP
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or WOFCO, shall not be taken into account in determining whether the requisite
percentage necessary to effect any such consent, waiver, request or demand
shall have been obtained.
"Certificates" means the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates, the Class B Certificates and the
Seller Certificate.
"Charged-off Amount" means, as of any Distribution Date, an amount
equal to the sum of the Discounted Principal Balances, as of the end of the
related Collection Period, of any Charged-off Leases that became Charged-off
Leases during that related Collection Period.
"Charge-off Rate" means, with respect to any Collection Period, a
percentage equivalent to a fraction, the numerator of which is the product of
(a) 12 and (b) the Aggregate Net Losses with respect to such Collection Period,
and the denominator of which is the quotient of (a) the Aggregate Net
Investment Value as of the last day of such Collection Period plus the
Aggregate Net Investment Value as of the last day of the immediately preceding
Collection Period, divided by (b) 2.
"Charge-off Rate Test" means that determination, made on each
Determination Date, of the average of the Charge- off Rates for each of the
immediately preceding three Collection Periods (or the months of September and
October 1996 in the case of the November 1996 Determination Date, the months of
September and October 1996 and the November 1996 Collection Period in the case
of December 1996 Determination Date, and the month of October 1996 and the
November and December 1996 Collection Periods in the case of the January 1996
Determination Date). The Charge-off Rate Test will be satisfied if such
average is 2.75% or less.
"Class" means all Certificates whose form is identical except for
variation in denomination, principal amount or owner.
"Class A Certificates" means the Class A-1 Certificates, the Class A-2
Certificates and the Class A-3 Certificates.
"Class A Certificate Balance" means the sum of the Class A-1
Certificate Balance, the Class A-2 Certificate Balance and the Class A-3
Certificate Balance.
"Class A Certificateholder" means any Holder of a Class A-1
Certificate, Class A-2 Certificate or Class A-3 Certificate.
"Class A Percentage" means the Class A Certificate Balance immediately
after the Class A-2 Certificates have been paid in full as a percentage of the
Certificate Balance at such time.
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"Class A-1 Additional Loss Amount" means, as of any Distribution Date,
an amount equal to the product of (i) the Class A-1 Allocation Percentage, (ii)
the Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the portion of the Additional Loss Amount incurred in respect
of such Collection Period that is allocable to the 99.8% 1996-B SUBI Interest.
"Class A-1 Allocation Percentage" means, as of any Distribution Date,
the Class A-1 Certificate Balance as of the last day of the related Collection
Period as a percentage of the Certificate Balance as of such date.
"Class A-1 Certificate" means one of the Certificates executed and
authenticated by the Trustee in substantially the form set forth in Exhibit A-1
to this Agreement.
"Class A-1 Certificate Balance" shall initially equal the Initial
Class A-1 Certificate Balance and, on any date, shall equal the Initial Class
A-1 Certificate Balance, reduced by the sum of (i) all amounts distributed to
Class A-1 Certificateholders and allocable to principal on or prior to such
date and (ii) the amount, if any, by which (a) the aggregate of all Class A-1
Certificate Principal Loss Amounts on or prior to such date exceeds (b) the
aggregate of all Class A-1 Certificate Principal Loss Amounts reimbursed or
deemed reimbursed on or prior to such date.
"Class A-1 Certificate Factor" means, with respect to any Distribution
Date, a seven-digit decimal figure equal to the Class A-1 Certificate Balance
as of the close of business on such Distribution Date (after giving effect to
all changes in the Class A-1 Certificate Balance made on that date) divided by
the Initial Class A-1 Certificate Balance.
"Class A-1 Certificateholder" means any Holder of a Class A-1
Certificate.
"Class A-1 Certificate Principal Loss Amount" means, with respect to
any Distribution Date, the amount, if any, by which (i) the sum of the Class
A-1 Loss Amount for the related Collection Period and any previously
unreimbursed Class A-1 Certificate Principal Loss Amount exceeds (ii) the
amount available to be distributed in respect of the Class A-1 Certificates
pursuant to Section 3.03(b)(v) or (b)(vi) on such Distribution Date.
"Class A-1 Certificate Principal Loss Interest Amount" means, with
respect to any Distribution Date, the aggregate amount of accrued and unpaid
interest (at the Class A-1 Certificate Rate) on the aggregate amount of
unreimbursed Class A-1 Certificate Principal Loss Amounts.
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"Class A-1 Certificate Rate" means ____% per annum.
"Class A-1 Charged-off Amount" means, as of any Distribution Date, an
amount equal to the product of (i) the Class A-1 Allocation Percentage, (ii)
the Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the portion of the Charged-off Amount incurred in respect of
such Collection Period that is allocable to the 99.8% 1996-B SUBI Interest.
"Class A-1 Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class A-1 Principal Distributable Amount and
the Class A-1 Interest Distributable Amount.
"Class A-1 Interest Carryover Shortfall" means, with respect to any
Distribution Date, the excess, if any, of (i) the Class A-1 Interest
Distributable Amount for such Distribution Date plus any outstanding Class A-1
Interest Carryover Shortfall from the immediately preceding Distribution Date
plus interest on such outstanding Class A-1 Interest Carryover Shortfall, to
the extent permitted by law, at the Class A-1 Certificate Rate from such
immediately preceding Distribution Date to but not including the current
Distribution Date, over (ii) the amount of interest distributed to Class A-1
Certificateholders on such current Distribution Date.
"Class A-1 Interest Distributable Amount" means, with respect to any
Distribution Date, the product of (i) one-twelfth of the Class A-1 Certificate
Rate or, in the case of the first Distribution Date, two-thirds of such amount,
and (ii) the Class A-1 Certificate Balance as of the immediately preceding
Distribution Date (after giving effect to changes in the Class A-1 Certificate
Balance made on such immediately preceding Distribution Date) or, in the case
of the first Distribution Date, the Initial Class A-1 Certificate Balance.
"Class A-1 Loss Amount" means, with respect to any Distribution Date,
the product of (a) the Class A-1 Allocation Percentage, (b) the Investor
Percentage with regard to Loss Amounts for the related Collection Period, and
(c) the Loss Amount for the related Collection Period allocable to the 99.8%
1996-B SUBI Interest.
"Class A-1 Principal Distributable Amount" means, with respect to any
Distribution Date related to a Collection Period in the Amortization Period,
the amount (if any) that is distributable to the Class A-1 Certificateholders
pursuant to Section 3.03(d).
"Class A-1 Residual Value Loss Amount" means, as of any Distribution
Date, an amount equal to the product of (i) the
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Class A-1 Allocation Percentage, (ii) the Investor Percentage with respect to
Loss Amounts for the related Collection Period and (iii) the portion of the
Residual Value Loss Amount incurred in respect of such Collection Period that
is allocable to the 99.8% 1996-B SUBI Interest.
"Class A-2 Additional Loss Amount" means, as of any Distribution Date,
an amount equal to the product of (i) the Class A-2 Allocation Percentage, (ii)
the Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the portion of the Additional Loss Amount incurred in respect
of such Collection Period that is allocable to the 99.8% 1996-B SUBI Interest.
"Class A-2 Allocation Percentage" means, as of any Distribution Date,
the Class A-2 Certificate Balance as of the last day of the related Collection
Period as a percentage of the then Certificate Balance as of such date.
"Class A-2 Certificate" means one of the Certificates executed and
authenticated by the Trustee in substantially the form set forth in Exhibit A-2
to this Agreement.
"Class A-2 Certificate Balance" shall initially equal the Initial
Class A-2 Certificate Balance and, on any date, shall equal the Initial Class
A-2 Certificate Balance, reduced by the sum of (i) all amounts distributed to
Class A-2 Certificateholders and allocable to principal on or prior to such
date and (ii) the amount, if any, by which (a) the aggregate of all Class A-2
Certificate Principal Loss Amounts on or prior to such date exceeds (b) the
aggregate of all Class A-2 Certificate Principal Loss Amounts reimbursed or
deemed reimbursed on or prior to such date.
"Class A-2 Certificate Factor" means, with respect to any Distribution
Date, a seven-digit decimal figure equal to the Class A-2 Certificate Balance
as of the close of business on such Distribution Date (after giving effect to
all changes in the Class A-2 Certificate Balance made on that date) divided by
the Initial Class A-2 Certificate Balance.
"Class A-2 Certificateholder" means any Holder of a Class
A-2 Certificate.
"Class A-2 Certificate Principal Loss Amount" means, with respect to
any Distribution Date, the amount, if any, by which (i) the sum of the Class
A-2 Loss Amount for the related Collection Period and any previously
unreimbursed Class A-2 Certificate Principal Loss Amount exceeds (ii) the
amount available to be distributed in respect of the Class A-2 Certificates
pursuant to Section 3.03(b)(v) or (b)(vi) on such Distribution Date.
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"Class A-2 Certificate Principal Loss Interest Amount" means, with
respect to any Distribution Date, the aggregate amount of accrued and unpaid
interest (at the Class A-2 Certificate Rate) on the aggregate amount of
unreimbursed Class A-2 Certificate Principal Loss Amounts outstanding from time
to time.
"Class A-2 Certificate Rate" means ____% per annum.
"Class A-2 Charged-off Amount" means, as of any Distribution Date, an
amount equal to the product of (i) the Class A-2 Allocation Percentage, (ii)
the Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the portion of the Charged-off Amount incurred in respect of
such Collection Period that is allocable to the 99.8% 1996-B SUBI Interest.
"Class A-2 Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class A-2 Principal Distributable Amount and
the Class A-2 Interest Distributable Amount.
"Class A-2 Interest Carryover Shortfall" means, with respect to any
Distribution Date, the excess, if any, of (i) the Class A-2 Interest
Distributable Amount for such Distribution Date plus any outstanding Class A-2
Interest Carryover Shortfall from the immediately preceding Distribution Date
plus interest on such outstanding Class A-2 Interest Carryover Shortfall, to
the extent permitted by law, at the Class A-2 Certificate Rate from such
immediately preceding Distribution Date to but not including the current
Distribution Date, over (ii) the amount of interest distributed to Class A-2
Certificateholders on such current Distribution Date.
"Class A-2 Interest Distributable Amount" means, with respect to any
Distribution Date, the product of (i) one- twelfth of the Class A-2 Certificate
Rate or, in the case of the first Distribution Date, two-thirds of such amount,
and (ii) the Class A-2 Certificate Balance as of the immediately preceding
Distribution Date (after giving effect to changes in the Class A-2 Certificate
Balance made on such immediately preceding Distribution Date) or, in the case
of the first Distribution Date, the Initial Class A-2 Certificate Balance.
"Class A-2 Loss Amount" means, with respect to any Distribution Date,
the product of (a) the Class A-2 Allocation Percentage, (b) the Investor
Percentage with regard to Loss Amounts for the related Collection Period, and
(c) the Loss Amount for the related Collection Period allocable to the 99.8%
1996-B SUBI Interest.
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"Class A-2 Principal Distributable Amount" means, with respect to any
Distribution Date related to a Collection Period in the Amortization Period,
the amount (if any) that is distributable to the Class A-2 Certificateholders
pursuant to Section 3.03(d).
"Class A-2 Residual Value Loss Amount" means, as of any Distribution
Date, an amount equal to the product of (i) the Class A-2 Allocation
Percentage, (ii) the Investor Percentage with respect to Loss Amounts for the
related Collection Period and (iii) the portion of the Residual Value Loss
Amount incurred in respect of such Collection Period that is allocable to the
99.8% 1996-B SUBI Interest.
"Class A-3 Additional Loss Amount" means, as of any Distribution Date,
an amount equal to the product of (i) the Class A-3 Allocation Percentage, (ii)
the Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the portion of the Additional Loss Amount incurred in respect
of such Collection Period that is allocable to the 99.8% 1996-B SUBI Interest.
"Class A-3 Allocation Percentage" means, as of any Distribution Date,
the Class A-3 Certificate Balance as of the last day of the related Collection
Period as a percentage of the then Certificate Balance as of such date.
"Class A-3 Certificate" means one of the Certificates executed and
authenticated by the Trustee in substantially the form set forth in Exhibit A-3
to this Agreement.
"Class A-3 Certificate Balance" shall initially equal the Initial
Class A-3 Certificate Balance and, on any date, shall equal the Initial Class
A-3 Certificate Balance, reduced by the sum of (i) all amounts distributed to
Class A-3 Certificateholders and allocable to principal on or prior to such
date and (ii) the amount, if any, by which (a) the aggregate of all Class A-3
Certificate Principal Loss Amounts on or prior to such date exceeds (b) the
aggregate of all Class A-3 Certificate Principal Loss Amounts reimbursed or
deemed reimbursed on or prior to such date.
"Class A-3 Certificate Factor" means, with respect to any Distribution
Date, a seven-digit decimal figure equal to the Class A-3 Certificate Balance
as of the close of business on such Distribution Date (after giving effect to
all changes in the Class A-3 Certificate Balance made on that date) divided by
the Initial Class A-3 Certificate Balance.
"Class A-3 Certificateholder" means any Holder of a Class
A-3 Certificate.
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"Class A-3 Certificate Principal Loss Amount" means, with respect to
any Distribution Date, the amount, if any, by which (i) the sum of the Class
A-3 Loss Amount for the related Collection Period and any previously
unreimbursed Class A-3 Certificate Principal Loss Amount exceeds (ii) the
amount available to be distributed in respect of the Class A-3 Certificates
pursuant to Section 3.03(b)(v) or (b)(vi) on such Distribution Date.
"Class A-3 Certificate Principal Loss Interest Amount" means, with
respect to any Distribution Date, the aggregate amount of accrued and unpaid
interest (at the Class A-3 Certificate Rate) on the aggregate amount of
unreimbursed Class A-3 Certificate Principal Loss Amounts outstanding from time
to time.
"Class A-3 Certificate Rate" means ____% per annum.
"Class A-3 Charged-off Amount" means, as of any Distribution Date, an
amount equal to the product of (i) the Class A-3 Allocation Percentage, (ii)
the Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the portion of the Charged-off Amount incurred in respect of
such Collection Period that is allocable to the 99.8% 1996-B SUBI Interest.
"Class A-3 Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class A-3 Principal Distributable Amount and
the Class A-3 Interest Distributable Amount.
"Class A-3 Interest Carryover Shortfall" means, with respect to any
Distribution Date, the excess, if any, of (i) the Class A-3 Interest
Distributable Amount for such Distribution Date plus any outstanding Class A-3
Interest Carryover Shortfall from the immediately preceding Distribution Date
plus interest on such outstanding Class A-3 Interest Carryover Shortfall, to
the extent permitted by law, at the Class A-3 Certificate Rate from such
immediately preceding Distribution Date to but not including the current
Distribution Date, over (ii) the amount of interest distributed to Class A-3
Certificateholders on such current Distribution Date.
"Class A-3 Interest Distributable Amount" means, with respect to any
Distribution Date, the product of (i) one- twelfth of the Class A-3 Certificate
Rate or, in the case of the first Distribution Date, two-thirds of such amount,
and (ii) the Class A-3 Certificate Balance as of the immediately preceding
Distribution Date (after giving effect to changes in the Class A-3 Certificate
Balance made on such immediately preceding Distribution Date) or, in the case
of the first Distribution Date, the Initial Class A-3 Certificate Balance.
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"Class A-3 Loss Amount" means, with respect to any Distribution Date,
the product of (a) the Class A-3 Allocation Percentage, (b) the Investor
Percentage with regard to Loss Amounts for the related Collection Period, and
(c) the Loss Amount for the related Collection Period allocable to the 99.8%
1996-B SUBI Interest.
"Class A-3 Principal Distributable Amount" means, with respect to any
Distribution Date related to a Collection Period in the Amortization Period,
the amount (if any) that is distributable to the Class A-3 Certificateholders
pursuant to Section 3.03(d).
"Class A-3 Residual Value Loss Amount" means, as of any Distribution
Date, an amount equal to the product of (i) the Class A-3 Allocation
Percentage, (ii) the Investor Percentage with respect to Loss Amounts for the
related Collection Period and (iii) the portion of the Residual Value Loss
Amount incurred in respect of such Collection Period that is allocable to the
99.8% 1996-B SUBI Interest.
"Class B Additional Loss Amount" means, as of any Distribution Date,
an amount equal to the product of (i) the Class B Allocation Percentage, (ii)
the Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the portion of the Additional Loss Amount incurred in respect
of such Collection Period that is allocable to the 99.8% 1996-B SUBI Interest.
"Class B Allocation Percentage" means, as of any Distribution Date,
the Class B Certificate Balance as of the last day of the related Collection
Period as a percentage of the then Certificate Balance as of such date.
"Class B Certificate" means any one of the Certificates executed and
authenticated by the Trustee in substantially the form set forth in Exhibit B
to this Agreement.
"Class B Certificate Balance" shall initially equal the Initial Class
B Certificate Balance and, on any date, shall equal the Initial Class B
Certificate Balance, reduced by the sum of (i) all amounts distributed to Class
B Certificateholders and allocable to principal on or prior to such date, (ii)
the amount, if any, by which (a) the aggregate of all Class B Certificate
Principal Loss Amounts on or prior to such date exceeds (b) the aggregate of
all Class B Certificate Principal Loss Amounts reimbursed on or prior to such
date, and (iii) the amount, if any, by which (a) the aggregate of all Class B
Certificate Principal Carryover Shortfalls on or prior to such Distribution
Date exceeds (b) the aggregate of all Class B Certificate Principal Carryover
Shortfall reimbursed on or prior to such date.
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"Class B Certificate Factor" means, with respect to any Distribution
Date, a seven-digit decimal figure equal to the Class B Certificate Balance as
of the close of business on such Distribution Date (after giving effect to all
changes in the Class B Certificate Balance made on that date) divided by the
Initial Class B Certificate Balance.
"Class B Certificate Principal Carryover Shortfall" means, with
respect to any Distribution Date, the amount that otherwise would have been
made available for reinvestment in additional 1996-B SUBI Assets pursuant to
Section 11.02 of the 1996-B SUBI Supplement (if on a Distribution Date related
to a Collection Period in the Revolving Period) or distributed to the Class B
Certificateholders (if on a Distribution Date related to a Collection Period in
the Amortization Period), in each case in respect of Principal Collections
pursuant to Section 3.03(d), but instead is applied as set forth in clauses
(v), (vi) and (vii) of Section 3.03(b) pursuant to Section 3.03(e).
"Class B Certificate Principal Carryover Shortfall Interest Amount"
means, with respect to any Distribution Date, the aggregate amount of accrued
and compounded interest (at the Class B Certificate Rate) on the aggregate
amount of unreimbursed Class B Certificate Principal Carryover Shortfall as of
the immediately preceding Distribution Date.
"Class B Certificate Principal Loss Amount" means, with respect to any
Distribution Date, the amount, if any, by which (i) the sum of the Class B Loss
Amount for the related Collection Period and any previously unreimbursed Class
B Certificate Principal Loss Amount exceeds (ii) the amount available to be
distributed pursuant to Section 3.03(b)(viii) or (b)(ix) on such Distribution
Date.
"Class B Certificate Principal Loss Interest Amount" means, with
respect to any Distribution Date, the aggregate amount of accrued and unpaid
interest (at the Class B Certificate Rate) on the aggregate amount of
unreimbursed Class B Certificate Principal Loss Amounts.
"Class B Certificate Rate" means ____% per annum.
"Class B Certificateholder" means any Holder of a Class B Certificate.
"Class B Charged-Off Amount" means, as of any Distribution Date, an
amount equal to the product of (i) the Class B Allocation Percentage, (ii) the
Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the portion of the Charged-off Amount incurred in respect of
such Collection Period that is allocable to the 99.8% 1996-B SUBI Interest.
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"Class B Distributable Amount" means, with respect to any Distribution
Date, the sum of the Class B Principal Distributable Amount and the Class B
Interest Distributable Amount.
"Class B Interest Carryover Shortfall" means, with respect to any
Distribution Date, the excess, if any, of (i) the Class B Interest
Distributable Amount for such Distribution Date plus any outstanding Class B
Interest Carryover Shortfall from the immediately preceding Distribution Date
plus interest on such outstanding Class B Interest Carryover Shortfall, to the
extent permitted by law, at the Class B Certificate Rate from such immediately
preceding Distribution Date to but not including the current Distribution Date
over (ii) the amount of interest distributed to Class B Certificateholders on
such current Distribution Date.
"Class B Interest Distributable Amount" means, with respect to any
Distribution Date, the product of (i) one-twelfth of the Class B Certificate
Rate or, in the case of the first Distribution Date, two-thirds of such amount,
and (ii) the Class B Certificate Balance as of the immediately preceding
Distribution Date (after giving effect to changes in the Class B Certificate
Balance made on such immediately preceding Distribution Date) or, in the case
of the first Distribution Date, the Initial Class B Certificate Balance.
"Class B Loss Amount" means, with respect to any Distribution Date,
the product of (a) the Class B Allocation Percentage, (b) the Investor
Percentage with regard to Loss Amounts for the related Collection Period, and
(c) the Loss Amount for the related Collection Period allocable to the 99.8%
1996-B SUBI Interest.
"Class B Percentage" means the Class B Certificate Balance immediately
after the Class A-2 Certificates have been paid in full as a percentage of the
Certificate Balance at such time.
"Class B Principal Distributable Amount" means, with respect to any
Distribution Date related to a Collection Period in the Amortization Period,
the amount (if any) that is distributable to the Class B Certificateholders
pursuant to Section 3.03(d).
"Class B Residual Value Loss Amount" means, as of any Distribution
Date, an amount equal to the product of (i) the Class B Allocation Percentage,
(ii) the Investor Percentage with respect to Loss Amounts for the related
Collection Period and (iii) the portion of the Residual Value Loss Amount
incurred in respect of such Collection Period that is allocable to the 99.8%
1996-B SUBI Interest.
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"Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.
"Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.
"Closing Date" means October __, 1996.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commission" means the Securities and Exchange Commission, and any
successor thereto.
"Corporate Trust Office" means, as of the date hereof, the office of
the Trustee located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Corporate Trust Office, or hereafter any corporate trust office
designated by the Trustee or any Successor Trustee.
"Cure Period" means that period following the failure to satisfy any
Reserve Fund Test during which the Alternate Reserve Fund Formula will apply
and upon the expiration of which, unless another Reserve Fund Test shall at
such time not be satisfied or another Cure Period shall be continuing, the Base
Reserve Fund Formula will apply. The Cure Period following any failure to
satisfy the Appraisal Test shall continue until the May Distribution Date
immediately following that May Determination Date on which the Appraisal Test
is first again satisfied. The Cure Period following any failure to satisfy the
Maturity Ratio Test shall continue at least until the first anniversary of the
Distribution Date on which such test was not satisfied. If, on such
anniversary Distribution Date, the Maturity Ratio Test, applied on a 12-month
average basis, shall be satisfied and the Maturity Ratio Test for each of the
final three Collection Periods during such 12-month period shall also have been
satisfied, the Cure Period with regard to such test shall terminate as of such
anniversary Distribution Date. If either such condition shall not be met on
such anniversary Distribution Date (i) the Alternate Reserve Fund Formula shall
continue to apply, and (ii) such conditions shall thereafter be re-examined at
semiannual intervals until both such conditions shall be satisfied, at which
time the Cure Period with regard to such test shall terminate. The Cure Period
following the failure to satisfy the Realization Test shall continue at least
until the first anniversary of the Distribution Date on which such test was not
satisfied. If, on such anniversary Distribution Date, either (a) the Maturity
Ratio, applied on a 12-month average basis, shall be equal to or less than 25%
and the Maturity Ratio for each of the final three Collection Periods during
such 12-month period shall also be equal to or less than 25%, or (b) the
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Realization Ratio, applied on a 12-month average basis, shall equal or exceed
75% and the Realization Ratio for each of the final three Collection Periods
during such 12-month period shall also equal or exceed 75%, the Cure Period
with regard to such test shall terminate as of such anniversary Distribution
Date. If neither the two conditions of clause (a) nor the two conditions of
clause (b) of the immediately preceding sentence shall be met on such
anniversary Distribution Date (i) the Alternate Reserve Fund Formula shall
continue to apply, and (ii) such conditions shall thereafter be re-examined at
semiannual intervals, until either both conditions of clause (a) or of clause
(b) of such sentence shall be satisfied as the case may be, at which time the
Cure Period with regard to such test shall terminate. No Cure Period shall
apply to either the Delinquency Test or the Charge-off Rate Test.
The recurrence during any Cure Period of a failure to satisfy the same
Reserve Fund Test the failure of which triggered such Cure Period shall not
cause the commencement of a new Cure Period, but the failure to satisfy a
second Reserve Fund Test during any Cure Period shall trigger a new and
independent Cure Period to the extent applicable to such Reserve Fund Test.
"Current Lease" means each 1996-B Lease that is not a Charged-off
Lease, a Matured Lease, a Liquidated Lease or an Additional Loss Lease.
"Definitive Certificates" shall have the meaning specified in Section
4.09.
"Delinquency Rate" means, with respect to any Collection Period, the
percentage equivalent to a fraction, the numerator of which is the number of
outstanding 1996-B Leases as to which, as of the last day of such Collection
Period, all or any part of a Monthly Lease Payment in excess of $40 is unpaid
(including without limitation because of a check being returned for
insufficient funds) 61 days or more after its Due Date (other than a 1996-B
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 Section 9.02(a) of the 1996-B Servicing Supplement), whether or
not (a) the related 1996-B Leased Vehicle has been repossessed (or the process
of repossession has been commenced) but has not yet sold or otherwise disposed
of during such Collection Period, or (b) the related Obligor is the subject of
bankruptcy or similar proceedings, and the denominator of which is the
aggregate number of Current Leases on the last day of such Collection Period.
"Delinquency Rate Test" means that determination, made on each
Determination Date, of the average of the Delinquency Rates for each of the
three immediately preceding Collection Periods
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(or the months of September and October 1996 in the case of the November 1996
Determination Date, the months of September and October 1996 and the November
1996 Collection Period in the case of the December 1996 Determination Date, and
the month of October 1996 and the November and December 1996 Collection Periods
in the case of the January 1996 Determination Date). The Delinquency Rate Test
will be satisfied if such average is 1.75% or less.
"Determination Date" means, with respect to any Distribution Date, the
second Business Day prior to such Distribution Date.
"Distribution Account" means the account or accounts designated as
such and established and maintained pursuant to Section 3.01.
"Distribution Date" means, with respect to a Collection Period, the
fifteenth day of the following month, or if that day is not a Business Day, the
next Business Day, beginning with November 15, 1996.
"DTC" means The Depository Trust Company and its successors.
"Early Amortization Event" has the meaning set forth in Section 8.01.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"ERISA Compliance Test" means the timely, true and accurate
certification, on or before each Determination Date, by the Servicer to the
Trustee and each Rating Agency to the effect set forth in Section 10.03(c) of
the 1996-B Servicing Supplement.
"Excess Collections" means, with respect to any Distribution Date, the
remaining amount on deposit in the Distribution Account in respect of such
Distribution Date after all distributions pursuant to Section 3.03(b) have been
made, net of any amount required to maintain the Distribution Account in good
standing.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Final Scheduled Distribution Date" means the __________ 200_
Distribution Date.
"Financial Intermediary" means a financial intermediary, as such term
is defined in Section 8-313(4) of the UCC.
"First Bank" has the meaning set forth in Recital A.
"Independent Director" means a director of the general partner of the
Seller who shall at no time be (i) a director,
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officer, employee or former employee of any Affiliate of the Seller, (ii) a
natural person related to any director, officer, employee or former employee of
any Affiliate, (iii) a holder (directly or indirectly) of any voting securities
of any Affiliate, or (iv) a natural person related to a holder (directly or
indirectly) of any voting securities of any Affiliate. For these purposes,
"Affiliate" shall mean any entity other than the Seller or any similarly
organized special purpose finance subsidiary of an Affiliate (i) which owns
beneficially, directly or indirectly, more than 10% of the outstanding shares
of the common stock or partnership interests of the Seller, (ii) which is in
control of the Seller, as currently defined under Section 230.405 of the Rules
and Regulations of the Commission, 17 C.F.R. Section 230.405, (iii) of which
10% or more of the outstanding shares of its common stock or partnership
interests are owned beneficially, directly or indirectly, by any entity
described in clause (i) or (ii) above, or (iv) which is controlled by an entity
described in clause (i) or (ii) above, as currently defined under Section
230.405 of the Rules and Regulations of the Commission, 17 C.F.R. Section
230.405.
"Initial Certificate Balance" means the sum of the Initial Class A
Certificate Balance and the Initial Class B Certificate Balance.
"Initial Class A Certificate Balance" means the sum of the Initial
Class A-1 Certificate Balance, the Initial Class A-2 Certificate Balance and
the Initial Class A-3 Certificate Balance.
"Initial Class A-1 Certificate Balance" means $___________.
"Initial Class A-2 Certificate Balance" means $___________.
"Initial Class A-3 Certificate Balance" means $___________.
"Initial Class B Certificate Balance" means $__________.
"Insolvency Event" has the meaning set forth in Section 8.02.
"Insurance Policy" means, with respect to a 1996-B Lease, 1996-B
Leased Vehicle or Obligor under a 1996-B Lease, 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.
"Investment Company Act" means the Investment Company Act of 1940, as
amended.
"Investor Certificateholder" means a Class A Certificate-holder or a
Class B Certificateholder.
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"Investor Certificates" means the Class A Certificates and the Class B
Certificates.
"Investor Percentage" means, with respect to any Collection
Period,
(a) as used with respect to Interest Collections and Loss
Amounts allocable to the 99.8% 1996-B SUBI Interest, the percentage
equivalent of a fraction (not to exceed 100%), the numerator of which
is the Certificate Balance as of the last day of the immediately
preceding Collection Period (or, in the case of the first Collection
Period, the Initial Certificate Balance), and the denominator of which
is 99.8% of the Aggregate Net Investment Value as of the last day of
the immediately preceding Collection Period (or, in the case of the
first Collection Period, the Initial Cutoff Date); and
(b) as used with respect to Principal Collections
allocable to the 99.8% 1996-B SUBI Interest, the percentage equivalent
of a fraction (not to exceed 100%), the numerator of which is the
Certificate Balance and the denominator of which is 99.8% of the
Aggregate Net Investment Value, each as of the last day of the last
full Collection Period preceding the first to occur of the
Amortization Date or any Early Amortization Event.
"Liquidated Lease" means a 1996-B Lease that (a) has been the subject
of a Prepayment in full, or (b) has been paid in full, regardless of whether
all or any part of such payment has been made by the Obligor under the related
1996-B Lease, the Servicer pursuant to the Servicing Agreement or 1996-B
Servicing Supplement, an insurer pursuant to an Insurance Policy or the
Residual Value Insurance Policy or otherwise.
"Liquidation Expenses" means reasonable out-of-pocket expenses
incurred by the Servicer in connection with the realization of the full amounts
due or to become due under any 1996-B Lease, including expenses incurred in
connection with the repossession of any 1996-B Leased Vehicle, the sale or
other disposition of a 1996-B Leased Vehicle, whether upon repossession or upon
return of a 1996-B Leased Vehicle related to a Matured Lease, any collection
effort (whether or not resulting in a lawsuit against the Obligor under such
1996-B Lease) or any application for Insurance Proceeds.
"Loss Amount" means, with respect to any Distribution Date, an amount
equal to the sum of the Charged-off Amount, the Residual Value Loss Amount and
the Additional Loss Amount, in each case for the related Collection Period.
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"Maturity Ratio" means the ratio, measured as a percentage equivalent
of a fraction, of (a) the number of 1996-B Leased Vehicles that first became
Matured Vehicles during a Collection Period, and (b) the number of Current
Leases that were scheduled (after any permitted extensions by the Servicer) to
become Matured Leases during such Collection Period.
["Maturity Ratio Test" means that determination, made on each
Determination Date related to a Collection Period during which at least ___
Current Leases were scheduled (after any permitted extensions by the Servicer)
to become Matured Leases, of the Maturity Ratio for such Collection Period (or
the month of October 1996 in the case of the November 1996 Determination Date).
The Maturity Ratio Test will be satisfied if the Maturity Ratio is 50% or less.]
"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc., and its successors.
"1996-B Servicing Supplement" has the meaning set forth in Recital D.
"1996-B SUBI" has the meaning set forth in Recital C.
"1996-B SUBI Portfolio" has the meaning set forth in Recital C.
"1996-B SUBI Supplement" has the meaning set forth in Recital C.
"99.8% 1996-B SUBI Certificate" has the meaning set forth in Recital C.
"99.8% 1996-B SUBI Interest" has the meaning set forth in Section 2.02.
"Officer's Certificate" means a certificate signed by the President,
any Vice President, the Treasurer or any Assistant Treasurer, the Secretary or
any Assistant Secretary of the general partner of the Seller or the Servicer,
as the case may be, and delivered to the Trustee.
"Opinion of Counsel" means a written opinion of counsel (who, in the
case of counsel to the Seller or the Servicer, may be an employee of or outside
counsel to the Seller or the Servicer), which counsel shall be reasonably
acceptable to the Trustee.
"Origination Trust" has the meaning set forth in Recital A.
"Origination Trust Agreement" has the meaning set forth in Recital A.
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"Origination Trustee" has the meaning set forth in Recital A.
"Outstanding Advances" means, with respect to a 1996-B Lease and the
last day of a Collection Period, the sum of all Advances made as of or prior to
such date minus all payments or collections as of or prior to such date that
are specified in Section 9.02(g) of the 1996-B Servicing Supplement as applied
to reimburse unreimbursed or nonrecoverable Advances with respect to such
1996-B Lease.
"Percentage Interest" means, as to any Investor Certificate, the
percentage obtained by dividing the outstanding principal balance of such
Investor Certificate by the Certificate Balance or by the Class A Certificate
Balance, the Class A-1 Certificate Balance, the Class A-2 Certificate Balance,
the Class A-3 Certificate Balance or the Class B Certificate Balance, as the
context may require; provided, however, that where the Percentage Interest is
relevant in determining whether the vote of the requisite percentage of
Investor Certificateholders necessary to effect any consent, waiver, request or
demand shall have been obtained, the aggregate Percentage Interest shall be
deemed to be reduced by the amount equal to the Percentage Interest (without
giving effect to this provision) represented by the interests evidenced by any
such Investor Certificate that is registered in the name of the Seller, WOFCO
or any Person controlling, controlled by or under common control with the
Seller or WOFCO.
"Permitted Investments" means any one or more of the following
instruments, obligations or securities, in each case with a remaining term to
maturity of no more than three years:
(a)(i) direct obligations of, and obligations guaranteed as
to full and timely payment of principal and interest by, the United
States or any agency or instrumentality of the United States the
obligations of which are backed by the full faith and credit of the
United States (other than the Government National Mortgage
Association), and (ii) direct obligations of, or obligations fully
guaranteed by, the Federal National Mortgage Association or any State
then rated with the highest available credit rating of each Rating
Agency for such obligations, which obligations are, at the time of
investment, otherwise acceptable to each Rating Agency for securities
having a rating at least equivalent to the rating of the Class A
Certificates at the Closing Date;
(b) certificates of deposit, demand or time deposits of,
bankers' acceptances issued by, or federal funds sold by any
depository institution or trust company (including the Trustee)
incorporated under
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the laws of the United States or any State and subject to supervision
and examination by federal and/or State banking authorities and the
deposits of which are fully insured by the Federal Deposit Insurance
Corporation, so long as at the time of such investment or contractual
commitment providing for such investment either such depository
institution or trust company has the Required Rating or the Trustee
shall have received a letter from each Rating Agency to the effect
that such investment would not result in the qualification,
downgrading or withdrawal of the ratings then assigned to any Rated
Certificates;
(c) repurchase obligations held by the Trustee that are
acceptable to the Trustee with respect to (i) any security described
in clause (a) above or (e) below, or (ii) any other security issued or
guaranteed by any agency or instrumentality of the United States, in
either case entered into with a federal agency or depository
institution or trust company (including the Trustee) acting as
principal, whose obligations having the same maturity as that of the
repurchase agreement would be Permitted Investments under clause (b)
above; provided, however, that repurchase obligations entered into
with any particular depository institution or trust company (including
the Trustee) will not be Permitted Investments to the extent that the
aggregate principal amount of such repurchase obligations with such
depository institution or trust company held by the Trustee on behalf
of the Trust shall exceed 10% of either the Aggregate Net Investment
Value or the aggregate unpaid principal balance or face amount, as the
case may be, of all Permitted Investments held by the Trustee on
behalf of the Trust;
(d) securities bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the United
States or any State so long as at the time of such investment or
contractual commitment providing for such investment either the
long-term, unsecured debt of such corporation has the highest
available rating from each Rating Agency or the Trustee shall have
received a letter from each Rating Agency to the effect that such
investment would not result in the qualification, downgrading or
withdrawal of the ratings then assigned to any Rated Certificates, or
commercial paper or other short-term debt having the Required Rating;
provided, however, that any such commercial paper or other short-term
debt may have a remaining term to maturity of no longer than 90 days
after the date of such investment or contractual commitment providing
for such investment, and that securities issued by any particular
corporation will
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not be Permitted Investments to the extent that investment therein
will cause the then outstanding principal amount or face amount, as
the case may be, of securities issued by such corporation and held by
the Trustee on behalf of the Trust to exceed 10% of either the
Aggregate Net Investment Value or the aggregate unpaid principal
balance or face amount, as the case may be, of all Permitted
Investments held by the Trustee on behalf of the Trust;
(e) interests in any open-end or closed-end management
type investment company or investment trust (i) registered under the
Investment Company Act, the portfolio of which is limited to the
obligations of, or guaranteed by, the United States and to agreements
to repurchase such obligations, which agreements, with respect to
principal and interest, are at least 100% collateralized by such
obligations marked to market on a daily basis and the investment
company or investment trust shall take delivery of such obligations
either directly or through an independent custodian designated in
accordance with the Investment Company Act and (ii) acceptable to each
Rating Agency (as approved in writing by each Rating Agency) as
collateral for securities having ratings equivalent to the ratings of
the Rated Certificates on the Closing Date;
(f) guaranteed reinvestment agreements issued by any
bank, insurance company or other corporation (as approved in writing
by each Rating Agency) as will not result in the qualification,
downgrading or withdrawal of the ratings then assigned to any Rated
Certificates by each Rating Agency;
(g) investments in Permitted Investments maintained in
"sweep accounts," short-term asset management accounts and the like
utilized for the investment, on an overnight basis, of residual
balances in investment accounts maintained at the Trustee, Bank of
America Illinois, an Illinois banking corporation or any other
financial institution, the short-term debt of which has the highest
available credit rating; provided, however, that any such account
must be maintained with an institution meeting the requirements of
Section 3.01 applicable to the Distribution Account;
(h) guaranteed investment contracts entered into with any
financial institution having a final maturity of not more than one
month from the date of acquisition, the short-term debt securities of
which institution have the Required Rating;
(i) funds classified as money market funds or invested in
money market instruments consisting of: U.S. Treasury bills, other
obligations issued or guaranteed by the U.S.
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government, its agencies or instrumentalities; certificates of
deposit; banker's acceptances; and commercial paper (including
variable master demand notes); provided, however, that the fund or the
investment in the fund shall be rated with the highest available
credit rating of each Rating Agency, and redemptions shall be
permitted on a daily or next business day basis; and
(j) such other investments acceptable to each Rating
Agency (as approved in writing by each Rating Agency) as will not
result in the qualification, downgrading or withdrawal of the ratings
then assigned to any Rated Certificates by such Rating Agency.
Notwithstanding anything to the contrary contained in this definition,
(a) no Permitted Investment may be purchased at a premium, (b) any of the
foregoing which constitutes a certificated security shall not be considered a
Permitted Investment unless it is registered in the name of the Trustee in its
capacity as such, or in the name of a Financial Intermediary, and (c) any of
the foregoing that constitutes an uncertificated security shall not be
considered a Permitted Investment unless (i) it is registered in the name of
the Trustee in its capacity as such or in the name of a Financial Intermediary
(in either case as collateral agent if with respect to Reserve Fund Property);
(ii) no notation of the right of the issuer thereof to a Lien thereon is
contained in the initial transaction statement therefor sent to the Trustee;
(iii) the Trustee does not have notice or actual knowledge of (A) any
restriction on the transfer thereof imposed by the issuer thereof or (B) any
adverse claim, and no notation of any such restriction or of any specific
adverse claim as to which the issuer has a duty under the law of the state in
which the Corporate Trust Office is located at the time of registration is
contained in the initial transaction statement therefor sent to the Trustee;
and (iv) to the Trustee's actual knowledge, no creditor has served legal
process upon the issuer thereof at its chief executive office in the United
States which legal process attempts to place a Lien thereon prior to the
registration thereof in the name of the Trustee.
For purposes of this definition, any reference to the highest
available credit rating of an obligation shall mean the highest available
credit rating for such obligation (excluding any "+" signs associated with such
rating), or such lower credit rating (as approved in writing by each Rating
Agency) as will not result in the qualification, downgrading or withdrawal of
the rating then assigned to any Rated Certificates by such Rating Agency.
"Rated Certificates" means each Class of Certificates that has been
rated by a Rating Agency at the request of the Seller.
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"Rating Agency" means each of Moody's and Standard & Poor's and each
other nationally recognized statistical rating agency, but only if it has rated
any Class of Certificates as of the Closing Date at the request of the Seller
and continues to do so.
"Realization Ratio" means the ratio, expressed as the percentage
equivalent of a fraction, of (a) the aggregate Net Matured Leased Vehicle
Proceeds received in any Collection Period, and (b) the aggregate Booked
Residual Values for all such Matured Vehicles sold or disposed of during such
Collection Period.
"Realization Test" means that determination, made on each
Determination Date, of (a) the Maturity Ratio for the immediately preceding
Collection Period and (b) the average of the Realization Ratios for each of the
three immediately preceding Collection Periods (or the months of September and
October 1996 in the case of the November 1996 Determination Date, the months of
September and October 1996 and the November 1996 Collection Period in the case
of the December 1996 Determination Date, and the month of October 1996 and the
November and December 1996 Collection Periods in the case of the January 1996
Determination Date). The Realization Test will be satisfied if the Maturity
Ratio is 25% or less or the Realization Ratio is 75% or more.
"Reallocation Deposit Amount" means any amount required to be
deposited by the Servicer into the 1996-B SUBI Collection Account pursuant to
the last sentence of Section 8.03(a) of the 1996-B Servicing Supplement.
"Record Date" means, with respect to each Distribution Date, (i) in
the case of the Class A-1 Certificates, the Class A-2 Certificates or the Class
A-3 Certificates, the calendar day immediately preceding such Distribution Date
(or, if Definitive Certificates have been issued, the last day of the
immediately preceding calendar month) and (ii) in the case of the Class B
Certificates, the last day of the calendar month immediately preceding the
month in which such Distribution Date occurs (or, in the case of the first
Distribution Date, the Closing Date).
"Required Amount" means, as of any Deposit Date, the lesser of (a) the
excess of (i) the sum of any anticipated amounts to be payable as set forth in
Section 3.03(b) with respect to the related Distribution Date (plus those
amounts included in clauses (a) through (c) of the definition of "Interest
Collections" in the 1996-B SUBI Supplement), over (ii) the product of (A) the
Investor Percentage with respect to Interest Collections and (B) the Interest
Collections collected during or received with respect to the related Collection
Period and allocable to the 99.8% 1996-B SUBI Interest, and (b) the total
amount on deposit in the Reserve Fund.
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"Required Rating" means a rating on commercial paper or other short
term unsecured debt obligations of Prime-1 by Moody's so long as ▇▇▇▇▇'▇ is a
Rating Agency and A-1+ by Standard & Poor's so long as Standard & Poor's is a
Rating Agency; and any requirement that deposits or debt obligations have the
"Required Rating" shall mean that such deposits or debt obligations have the
foregoing required ratings from Moody's and Standard & Poor's.
"Reserve Fund" means the account designated as such and established
and maintained pursuant to Section 3.04.
"Reserve Fund Cash Requirement" means with respect to any Distribution
Date the maximum sum of money required to be on deposit in the Reserve Fund at
any one time and shall be calculated as follows: (a) if the ERISA Compliance
Test is not satisfied as of such Distribution Date, there shall be no such
maximum and the Reserve Fund Cash Requirement shall be unlimited, or (b) if the
ERISA Compliance Test is satisfied as of such Distribution Date, (i) if all
applicable Reserve Fund Tests are satisfied as of the related Determination
Date and no Cure Period is in effect as of such Distribution Date, in
accordance with the Base Reserve Fund Formula, or (ii) if any Reserve Fund Test
is unsatisfied as of any Distribution Date or any Cure Period is in effect as
of the related Determination Date, in accordance with the Alternate Reserve
Fund Formula.
"Reserve Fund Deficiency" means, as of any Deposit Date, the excess,
if any, of (a) the sum of any Required Amount (considered without regard to
clause (b) of the definition thereof) and any other amounts payable out of the
Reserve Fund pursuant hereto on such Deposit Date or the related Distribution
Date, over (b) the total amount on deposit in the Reserve Fund, prior to any
deposit therein by, or on behalf of, the Seller pursuant to Section 3.04(b).
"Reserve Fund Initial Deposit" means $__________.
"Reserve Fund Test" means any of the Appraisal Test, the Charge-off
Rate Test, the Delinquency Rate Test, the Maturity Ratio Test or the
Realization Test.
"Reserve Fund Supplemental Requirement" means, as of any Deposit Date
on which there is a Reserve Fund Deficiency, the lesser of (a) such Reserve Fund
Deficiency and (b) (i) $_________ plus (ii) the aggregate of all sums previously
released to the Seller from the Reserve Fund pursuant to Section 3.04(b) hereof
as a result of a reduction for any reason (other than by reason of the
Certificate Balance being less than $__________) of the Reserve Fund Cash
Requirement below the amount of the Reserve Fund Initial Deposit, less (iii)
the aggregate of all amounts previously deposited by or on behalf of
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the Seller into the Reserve Fund to satisfy a Reserve Fund Deficiency.
"Residual Certificate" shall have the meaning specified in Section
4.01(a).
"Residual Value Insurance Policy" means that certain Residual Value
Insurance Policy number 7180161 issued on May 1, 1995, by Agricultural Excess
& Surplus Insurance Company, in favor of World Omni Financial Corp.
"Residual Value Loss Amount" means, as of any Distribution Date, the
sum of the following, but only to the extent that such sum exceeds the amount
transferred to the 1996-B SUBI Collection Account from the Residual Value
Surplus Account on the related Deposit Date pursuant to Section 12.03(b) of the
1996-B SUBI Supplement: (a) the Booked Residual Values of all 1996-B Leased
Vehicles included in Matured Leased Vehicle Inventory as of the last day of the
related Collection Period but which as of such day had remained unsold and not
otherwise disposed of by the Servicer for at least two full Collection Periods;
and (b) any excess of the sum of the Booked Residual Values of all Matured
Vehicles sold or otherwise disposed of from Matured Leased Vehicle Inventory
during the related Collection Period over Net Matured Vehicle Proceeds.
"Responsible Officer" means an officer of the Trustee assigned to the
Corporate Trust Office, including any Vice President, any trust officer or any
other officer performing functions similar to those performed by the persons
who at the time shall be such officers, and any other officer of the Trustee to
whom a matter is referred because of his or her knowledge of and familiarity
with the particular subject.
"Securities Act" means the Securities Act of 1933, as amended.
"Seller" means WOLSI LP, in its capacity as seller of the Certificates
under this Agreement, and each successor thereto (in the same capacity)
pursuant to Section 5.03.
"Seller Amounts" means, with respect to any Distribution Date, amounts
available for distribution to the Seller in respect of the Seller Distributable
Amount for such Distribution Date that are instead distributed pursuant to
Section 3.02(b) because
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of an insufficiency in the amount of Interest Collections and the Required
Amount available to make such distributions on such Distribution Date (as
determined pursuant to Section 3.02(b)).
"Seller Certificate" means the Certificate executed and authenticated
by the Trustee in substantially the form set forth in Exhibit C to this
Agreement.
"Seller Distributable Amount" means, with respect to any Distribution
Date, the sum of the Seller Principal Distributable Amount and the Seller
Interest Distributable Amount.
"Seller Interest" means, as of any date, an amount equal to (i) 99.8%
of the Aggregate Net Investment Value less (ii) the Certificate Balance.
"Seller Interest Distributable Amount" means, with respect to any
Distribution Date, the amount equal to the Seller Percentage (with respect to
Interest Collections) of all Interest Collections collected during or received
in respect of the related Collection Period allocable to the 99.8% 1996-B SUBI
Interest, less the Seller Percentage of Capped Securitization Trust
Administrative Expenses and Uncapped Administrative Expenses.
"Seller Percentage" means, with respect to Interest Collections and
Principal Collections allocable to the 99.8% 1996-B SUBI Interest,
respectively, received in or with respect to any Collection Period, 100% minus
the Investor Percentage as applied for such Collection Period with respect to
such items, respectively.
"Seller Principal Distributable Amount" means, with respect to any
Distribution Date related to a Collection Period in the Amortization Period,
the amount equal to the Seller Percentage (with respect to Principal
Collections) of all Principal Collections collected during or received in
respect of the related Collection Period allocable to the 99.8% 1996-B SUBI
Interest.
"Servicer" means WOFCO, in its capacity as servicer of the 1996-B
Leases and 1996-B Leased Vehicles, and each successor thereto (in the same
capacity) appointed pursuant to Sections 2.10 of the Servicing Agreement and
9.11 of the 1996-B Servicing Supplement, respectively.
"Servicer's Certificate" means an Officer's Certificate of the
Servicer completed and executed pursuant to Section 10.01(b) of the 1996-B
Servicing Supplement.
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"Standard & Poor's" means Standard & Poor's Ratings Services, a
division of McGraw Hill, Incorporated, and its successors.
"State" means any state of the United States, the District of Columbia
and the Commonwealth of Puerto Rico.
"SUBI Certificates" has the meaning set forth in Recital C.
"SUBI Certificate Agreement" has the meaning set forth in Recital E.
"Transaction Documents" has the meaning attributed to the term
"Securitization Trust Documents" in the 1996-B SUBI Supplement.
"Trust" means the trust created by this Agreement, the estate of which
consists or will consist of (i) a 99.8% interest in the 1996-B SUBI, the 99.8%
1996-B SUBI Certificate, and all monies due and to become due thereunder on and
after the Initial Cutoff Date; (ii) such monies as are from time to time
deposited in the Distribution Account and the Reserve Fund; (iii) all rights
accruing to the holder of the 99.8% 1996-B SUBI Interest as a third-party
beneficiary of the Origination Trust Agreement, the 1996-B SUBI Supplement, the
Servicing Agreement and the Servicing Supplement; and (iv) all proceeds of the
foregoing.
"Trustee" means the Person acting as Trustee under the Agreement, its
successor in interest, and any successor trustee appointed pursuant to Section
6.08.
"UCC" means the Uniform Commercial Code as in effect in the relevant
jurisdiction.
"Uncapped Administrative Expenses" means Administrative Expenses that
would be Capped Contingent and Excess Liability Premiums, Capped Origination
Trust Administrative Expenses or Capped Securitization Trust Administrative
Expenses, respectively, except that they exceed $300,000, $100,000 or $______
(or $_______, as applicable) in any calendar year, respectively.
"Uninvested Principal Collections" means, as of the end of the
Revolving Period, any Principal Collections with respect to the Revolving
Period (or amounts treated as Principal Collections pursuant to Section
3.03(b)) then on deposit in the 1996-B SUBI Collection Account that have not
been reinvested in additional 1996-B Leases and 1996-B Leased Contracts as
contemplated by Section 8.02 of the 1996-B Servicing Supplement.
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"United States" means the United States of America, its territories
and possessions and areas subject to its jurisdiction.
"Vice President" of any Person means any vice president of such
Person, whether or not designated by a number or words before or after the
title "Vice President."
"WOFCO" means World Omni Financial Corp. and its successors.
"WOLSI LP" means World Omni Lease Securitization L.P. and its
successors.
"0.2% 1996-B SUBI Certificate" has the meaning set forth in Recital C.
SECTION 1.02. ARTICLE AND SECTION REFERENCES.
Except as otherwise specified herein, all article and section
references shall be to Articles and Sections in this Agreement.
ARTICLE TWO
CREATION OF TRUST
SECTION 2.01. CREATION OF TRUST.
Upon the execution of this Agreement by the parties hereto, there is
hereby created the World Omni 1996-B Automobile Lease Securitization Trust.
SECTION 2.02. CONVEYANCE OF 99.8% 1996-B SUBI INTEREST.
In consideration of the Trustee's delivery to, or upon the order of,
the Seller of executed and authenticated Investor Certificates, in authorized
denominations, in an aggregate amount equal to the sum of the Initial Class A
Certificate Balance and the Initial Class B Certificate Balance, and of the
executed and authenticated Seller Certificate, the Seller does hereby transfer,
assign and otherwise convey to the Trustee, in trust for the benefit of the
Certificateholders, to the full extent of the Seller's interest therein,
without recourse (subject to the Seller's obligations herein):
(i) all right, title and interest of the Seller in and to
a 99.8% interest in the 1996-B SUBI and the 99.8% 1996-B SUBI
Certificate evidencing that interest in the 1996-B SUBI (such
interest, the "99.8% 1996-B SUBI Interest") and all monies due thereon
and paid thereon or in respect thereof;
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(ii) the right to realize upon any property that may be deemed to
secure the 99.8% 1996-B SUBI Interest;
(iii) all rights accruing to the holder of the 99.8% 1996-B SUBI
Interest as a third-party beneficiary under the Origination Trust
Agreement, the 1996-B SUBI Supplement, the Servicing Agreement and the
1996-B Servicing Supplement; and
(iv) all proceeds of the foregoing.
The Seller also does hereby grant to the Trustee a security interest
in all of the foregoing, and the Trustee shall have all the rights, powers and
privileges of a secured party under the UCC.
SECTION 2.03. ACCEPTANCE BY TRUSTEE.
The Trustee does hereby accept all consideration conveyed by the
Seller pursuant to Section 2.02 and declares that the Trustee shall hold such
consideration in trust as herein set forth for the benefit of the
Certificateholders, subject to the terms and provisions of this Agreement.
ARTICLE THREE
DISTRIBUTIONS; RESERVE FUND;
STATEMENTS TO CERTIFICATEHOLDERS
SECTION 3.01. DISTRIBUTION ACCOUNT.
(a) Pursuant to Section 9.02(d) of the 1996-B Servicing
Supplement, the Servicer shall establish the Distribution Account in the name
of the Trustee for the benefit of the Certificateholders. The Distribution
Account shall be an account initially established with the Trustee and
maintained with the Trustee so long as (i) the commercial paper or other
short-term unsecured debt obligations of the Trustee have the Required Rating,
or (ii) the Distribution Account is a segregated trust account bearing a
designation clearly indicating that the funds deposited therein are held in
trust for the benefit of the Certificateholders, which Distribution Account is
located in the corporate trust department of the Trustee and, so long as
▇▇▇▇▇'▇ is a Rating Agency, the Trustee has a long term deposit rating from
Moody's of at least Baa3 (or such lower rating as Moody's shall approve in
writing) and corporate trust powers under applicable federal and state laws and
is organized under the laws of the United States or any State. In the event
that the Trustee no longer meets either of the requirements stated above, then
the Servicer shall, with the Trustee's assistance as necessary, cause the
Distribution Account to be moved to a bank or trust company that satisfies the
above-mentioned requirements.
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(b) For so long as the depository institution or trust company
then maintaining the Distribution Account meets the requirements of either
Section 3.01(a)(i) or (ii), all amounts held in the Distribution Account shall,
to the extent permitted by applicable laws, rules and regulations, be invested,
as directed by the Servicer pursuant to Section 9.02(i) of the 1996-B Servicing
Supplement, in Permitted Investments; otherwise such amounts shall be
maintained in cash. Earnings on investment of funds in the Distribution
Account shall be retained in the Distribution Account and shall constitute part
of the Trust, and losses shall be charged against the funds on deposit therein.
SECTION 3.02. COLLECTIONS.
(a) Pursuant to Section 12.01(c) of the 1996-B SUBI Supplement and
Section 9.02(f) of the 1996-B Servicing Supplement, on each Deposit Date the
Servicer shall cause the transfer from the 1996-B SUBI Collection Account to
the Distribution Account of 99.8% of all Interest Collections and, on each
Deposit Date related to the Collection Period in which the Amortization Date or
any Early Amortization Event occurs, and each subsequent Collection Period,
99.8% of all Principal Collections, in each case for the preceding Collection
Period (including, on the Deposit Date related to the Collection Period in
which an Early Amortization Event occurs, 99.8% of all Principal Collections
with respect to such Collection Period prior to the Early Amortization Event).
Further, on the Deposit Date related to the Collection Period in which the
Amortization Date or any Early Amortization Event occurs, the Servicer also
shall transfer from the 1996-B SUBI Collection Account to the Distribution
Account 99.8% of all Reallocation Deposit Amounts and Uninvested Principal
Collections on deposit in the 1996-B SUBI Collection Account at the time the
Amortization Period commences. Such deposit may be made in the form of a
single deposit and shall be made in immediately available funds, no later than
3:00 p.m., New York City time, on the relevant Deposit Date.
(b) The Trustee shall retain, subject to the provisions of this
Agreement and the other Transaction Documents, all collections on or in respect
of the 99.8% 1996-B SUBI Interest transferred to the Trustee, on behalf of the
Trust, in accordance with such provisions, in the Distribution Account or the
Reserve Fund, as the case may be. The Trustee shall be deemed to have
possession of such monies and collections for purposes of Section 9-305 of the
UCC of the jurisdiction in which such property is located.
SECTION 3.03. DISTRIBUTIONS.
(a) On each Determination Date, pursuant to Section 9.02(e) of the
1996-B Servicing Supplement, the Servicer shall calculate
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the amounts to be distributed to the holders of the 1996-B SUBI Certificates,
the Class A-1 Distributable Amount, the Class A-2 Distributable Amount, the
Class A-3 Distributable Amount, the Class B Distributable Amount, the Seller
Distributable Amount, and all other distributions to be made on the related
Distribution Date.
(b) The rights of the Class B Certificateholders to receive
distributions of Interest Collections allocable to the 99.8% 1996-B SUBI
Interest in respect of the Class B Certificates shall be and hereby are
subordinated to the rights of the Class A-1 Certificateholders, the Class A-2
Certificateholders and the Class A-3 Certificateholders to receive
distributions of Interest Collections allocable to the 99.8% 1996-B SUBI
Interest in respect of the Class A-1 Certificates, the Class A-2 Certificates
and the Class A-3 Certificates to the extent provided in this subsection. On
each Distribution Date the Trustee shall distribute the product of (i) the
Investor Percentage with respect to Interest Collections, multiplied by (ii)
the Interest Collections paid over to the Trustee from the 1996-B SUBI
Collection Account pursuant to Section 3.02(a), together with any Seller
Amounts, the Required Amount, if any, for such Distribution Date, and any
amount of Principal Collections that otherwise would be distributed to the
Class B Certificateholders pursuant to subsection (d) below but is required to
be applied to the payment of clauses (v), (vi) and (vii) below pursuant to
subsection (e)(iii) below, in the following amounts and otherwise in the
following order of priority to the following Persons:
(i) in the event of an Early Amortization Event involving
an Insolvency Event, as a result of which the Trustee has elected or
has been instructed to sell the property of the Trust pursuant to
Section 8.02(a), to the Trustee, the Investor Percentage of Capped
Securitization Trust Administrative Expenses;
(ii) the Class A-1 Interest Distributable Amount for such
Distribution Date together with any unpaid Class A-1 Interest
Carryover Shortfall, the Class A-2 Interest Distributable Amount for
such Distribution Date together with any Class A-2 Interest Carryover
Shortfall and the Class A-3 Interest Distributable Amount for such
Distribution Date together with any Class A-3 Interest Carryover
Shortfall, to the Class A-1, the Class A-2 and the Class A-3
Certificateholders, respectively;
(iii) the Class B Interest Distributable Amount for such
Distribution Date, together with any unpaid Class B Interest Carryover
Shortfall, to the Class B Certificateholders;
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(iv) in circumstances other than those set forth in clause (i),
the Investor Percentage of Capped Securitization Trust Administrative
Expenses for the preceding Collection Period, to the Trustee;
(v) the Class A-1 Loss Amount, the Class A-2 Loss Amount and
the Class A-3 Loss Amount to the Class ▇- ▇, the Class A-2 and the
Class A-3 Certificateholders respectively;
(vi) to the Class A-1, the Class A-2 and Class A-3
Certificateholders, respectively, the aggregate amounts of the Class
A-1 Certificate Principal Loss Amounts, Class A-2 Certificate
Principal Loss Amounts and Class A-3 Certificate Principal Loss
Amounts, if any, for previous Distribution Dates that has not been
previously reimbursed to the Class A-1, Class A-2 or Class A-3
Certificateholders pursuant to this clause (vi);
(vii) the Class A-1 Certificate Principal Loss Interest Amount, the
Class A-2 Certificate Principal Loss Interest Amount and the Class A-3
Certificate Principal Loss Interest Amount, if any, for such
Distribution Date to the Class A-1, Class A-2 and Class A-3
Certificateholders, respectively;
(viii) the Class B Loss Amount to the Class B Certificateholders;
(ix) to the Class B Certificateholders the aggregate amount of the
Class B Certificate Principal Loss Amounts and Class B Certificate
Principal Carryover Shortfall, if any, for previous Distribution Dates
that has not been previously reimbursed to the Class B
Certificateholders pursuant to this clause (ix);
(x) the Class B Certificate Principal Loss Interest Amount and
the Class B Certificate Principal Carryover Shortfall Interest Amount,
if any, for such Distribution Date to the Class B Certificateholders;
(xi) the Investor Percentage of Uncapped Administrative Expenses,
(A) to the Origination Trustee or the Trustee, as applicable, and then
(B) to the Servicer, reimbursement of any previous advance of
Administrative Expenses that was made by the Servicer pursuant to
Section 9.05(a) of the 1996-B Servicing Supplement and has not yet
been reimbursed; and
(xii) the balance, if any, shall constitute Excess Collections and
shall be applied as set forth in subsection (c) below.
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Notwithstanding the foregoing, on any Distribution Date related to a Collection
Period in the Revolving Period, the amounts set forth in clauses (v) through
(x) above shall not be paid to the Investor Certificateholders, but shall be
treated as Principal Collections for purposes of Section 11.02 of the 1996-B
SUBI Supplement.
(c) On each Distribution Date, the Trustee shall distribute any
Excess Collections in the following amounts and in the following order of
priority:
(i) into the Reserve Fund until the amount on deposit
therein equals the Reserve Fund Cash Requirement; and
(ii) (A) if the Distribution Date relates to a Collection
Period in the Revolving Period, any remainder to the Seller, and (B)
if the Distribution Date relates to a Collection Period in the
Amortization Period, any remainder up to but not exceeding the product
of one-twelfth of .25% and 99.8% of the Aggregate Net Investment Value
as of the last day of the related Collection Period (the "Accelerated
Principal Distribution Amount") as an additional principal
distribution to the Certificateholders as follows: the Accelerated
Principal Distribution Amount will be distributed first to the Class
A-1 Certificateholders until the Class A-1 Certificates have been paid
in full, second, to the Class A-2 Certificateholders until the Class
A-2 Certificates have been paid in full and third, the Class A
Percentage and the Class B Percentage of any remaining amount will be
distributed to the Class A-3 Certificateholders and the Class B
Certificateholders, respectively, until such Certificates have been
paid in full. The balance of any remainder will then be paid to the
Seller.
(d) On each Distribution Date beginning with the Distribution
Date related to the Collection Period in which the Amortization Period
commences and ending on the Distribution Date before the Distribution Date on
which the Class A-2 Certificates have been paid in full, the Trustee shall
distribute (x) an amount equal to the Investor Percentage of all Principal
Collections collected or received in respect of the related Collection Period
allocable to the SUBI Interest as principal payments to the Class A-1
Certificateholders until the Class A-1 Certificates have been paid in full, (y)
an amount equal to the Investor Percentage of all Principal Collections
collected or received in respect of the related Collection Period allocable to
the SUBI Interest as principal payments to the Class A-2 Certificateholders
until the Class A-2 Certificates have been paid in full, and (z) the Class A
Percentage and the Class B Percentage of any such remaining Principal
Collections as principal payments to the Class A-3 Certificateholders and Class
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B Certificateholders, respectively. On each Distribution Date after the Class
A-2 Certificates have been paid in full, the Trustee shall distribute (i) to
the Class A-3 Certificateholders, the Class A Percentage of Principal
Collections collected or received in respect of the related Collection Period
allocable to the SUBI Interest and (ii) subject to subsection (e) below, to the
Class B Certificateholders, the Class B Percentage of such Principal
Collections. Distributions to Investor Certificateholders pursuant to Sections
3.03(b)(v), (vi), (viii), and (ix) also shall constitute distributions of
principal. The aggregate amount of principal distributed to any Class of
Investor Certificateholders shall not exceed the Initial Certificate Balance
attributable to that Class of Investor Certificates.
(e) If and to the extent that the amount of Interest Collections
(measured for these purposes without regard to any deduction therefrom provided
for in clauses (a) through (c) of the definition of "Interest Collections" in
the 1996-B SUBI Supplement) available to make distributions on a Distribution
Date is insufficient to (i) make distributions (or, on a Distribution Date
related to a Collection Period in the Revolving Period, applications as if such
amounts were Principal Collections) pursuant to Section 3.03(b) and clauses (a)
through (c) of the definition of the term "Interest Collections" in the 1996-B
SUBI Supplement, the Required Amount will be withdrawn from the Reserve Fund
and applied towards such shortfall, (ii) if after giving effect to clause (i),
there is still a shortfall in amounts available to make all distributions (or,
on a Distribution Date related to a Collection Period in the Revolving Period,
applications as if such amounts were Principal Collections) pursuant to Section
3.03(b) and clauses (a) through (c) of the definition of the term "Interest
Collections" in the 1996-B SUBI Supplement, amounts otherwise available for
distribution to the Seller in respect of the Seller Interest Distributable
Amount for such Distribution Date, and then in respect of the Seller Principal
Distributable Amount, will be applied towards such insufficiency, and (iii) if,
on a Distribution Date related to a Collection Period during the Amortization
Period, after giving effect to clauses (i) and (ii), there is still a shortfall
in amounts required to make all distributions (or, on a Distribution Date
related to a Collection Period in the Revolving Period, available for
reinvestment in additional 1996-B SUBI Assets pursuant to Section 11.02 of the
1996-B SUBI Supplement) pursuant to Section 3.03(b)(v), (vi) and (vii), amounts
otherwise available for distribution to the Class B Certificateholders in
respect of principal pursuant to subsection (d) above will be applied toward
such insufficiency. In the event that there remain shortfalls in the amounts
required to be distributed pursuant to Sections 3.03(b)(ii), (v), (vi) or (vii)
to both the Class A-1 Certificateholders and the Class A-2 Certificateholders,
the amounts available will be distributed pro
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rata to Class A-1 Certificateholders, Class A-2 Certificateholders and Class
A-3 Certificateholders based on the Class A-1 Allocation Percentage, the Class
A-2 Allocation Percentage and the Class A-3 Allocation Percentage,
respectively.
On such Distribution Date, after giving effect to all payments
required to be made and all required deposits to or withdrawals from the
Reserve Fund, amounts that otherwise would be payable to the Seller in respect
of the Seller Distributable Amount (other than Seller Amounts) will be
deposited into the Reserve Fund until the amount on deposit therein equals the
Reserve Fund Cash Requirement, and any remaining amounts so payable to the
Seller will be distributed to the Seller by the Trustee as follows: (A) if
such Distribution Date relates to a Collection Period during the Revolving
Period, the interest component of such remaining amounts will be paid in
respect of the Seller Interest Distributable Amount and (B) if such
Distribution Date relates to a Collection Period during the Amortization
Period, (1) the interest component of such remaining amounts will be paid in
respect of the Seller Interest Distributable Amount and (2) if and to the
extent that the Seller Interest will be equal to or greater than zero, after
all required distributions have been made on such Distribution Date, the
principal component of such remaining amounts will be paid in respect of the
Seller Principal Distributable Amount. Any amounts that would otherwise be
payable to the Seller pursuant to the foregoing as the Seller Principal
Distributable Amount, but may not be so paid because the Seller Interest would
be less than or equal to zero, shall instead be distributed to the Investor
Certificateholders pursuant to Section 3.03(d). Upon any distribution of
amounts to the Seller, the Investor Certificateholders will have no further
rights, in, or claims to, such amounts.
(f) Subject to Section 7.01 respecting the final payment upon
retirement of each Certificate, the Trustee shall on each Distribution Date
distribute to each Certificateholder of any Class of record on the related
Record Date by check mailed to such Certificateholder at the address of such
Holder appearing in the Certificate Register (or, if DTC, its nominee or a
Clearing Agency is the relevant Certificateholder, by wire transfer of
immediately available funds or pursuant to other arrangements), the amount to
be distributed to such Certificateholder pursuant to such Holder's
Certificates.
SECTION 3.04. RESERVE FUND.
(a) (i) In order to assure that sufficient amounts to make required
distributions to Investor Certificateholders will be available, pursuant to
Section 9.02(d) of the 1996-B Servicing Supplement the Servicer shall establish
and maintain with the Trustee a separate trust account to be known as the
"Reserve
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Fund", which will include the money and other property deposited and held
therein pursuant to Section 3.03(c)(i) and this Section. The Reserve Fund
shall be an account initially established with the Trustee and maintained with
the Trustee so long as (A) the commercial paper or other short-term unsecured
debt obligations of the Trustee have the Required Rating, or (B) the Reserve
Fund is a segregated trust account bearing a designation clearly indicating the
funds deposited therein are held in trust for the benefit of the
Certificateholders, which Reserve Fund is located in the corporate trust
department of the Trustee and, so long as ▇▇▇▇▇'▇ is a Rating Agency, the
Trustee has a long-term deposit rating from Moody's of at least Baa3 (or such
lower rating as Moody's shall approve in writing) and corporate trust powers
under applicable federal and state laws and is organized under the laws of the
United States or any State. In the event that the Trustee no longer meets
either of the requirements stated above, then the Servicer shall, with the
Trustee's assistance as necessary, cause the Reserve Fund to be moved to a bank
or trust company that satisfies the above-mentioned requirements.
(ii) For so long as the depository institution or trust
company then maintaining the Reserve Fund meets the requirements of either
Section 3.04(a)(i)(A) or (B), all amounts held in the Reserve Fund shall, to
the extent permitted by applicable laws, rules and regulations, be invested, as
directed by the Servicer pursuant to Section 9.02(i) of the 1996-B Servicing
Supplement, in Permitted Investments; otherwise such amounts shall be
maintained in cash. Earnings on investment of funds in the Reserve Fund shall
be retained in the Reserve Fund and shall constitute part of the Trust, and
losses shall be charged against the funds on deposit therein.
(b) On or prior to the Closing Date, the Seller shall deposit an
amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The
Seller also does hereby grant to the Trustee a security interest in such
initial deposit, and the Trustee shall have all the rights, powers and
privileges of a secured party under the UCC. Amounts on deposit in the Reserve
Fund shall be supplemented from time to time by the deposit therein of Excess
Collections otherwise distributable to the Seller pursuant to Section 3.03(c),
and amounts that otherwise would be payable to the Seller pursuant to Section
3.03(e) but for the fact that the amount on deposit in the Reserve Fund is less
than the Reserve Fund Cash Requirement, to the extent described in this
subparagraph (b). In addition, on each Deposit Date relating to a Distribution
Date on which a Reserve Fund Deficiency will exist, the Seller shall deposit
into the Reserve Fund an additional cash amount equal to the lesser of (i) such
Reserve Fund Deficiency and (ii) the Reserve Fund Supplemental Requirement. On
each Distribution Date the amounts on deposit in the Reserve Fund shall be
available for distribution as provided
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in Section 3.03 and, on each Distribution Date, if the amount on deposit in the
Reserve Fund (after giving effect to all deposits thereto or withdrawals
therefrom on such Distribution Date) is greater than the Reserve Fund Cash
Requirement, the Trustee will distribute any remaining amounts to the Seller.
(c) Upon termination of the Trust pursuant to Section 7.01, any
amounts on deposit in the Reserve Fund shall be available for payment of any
remaining amounts due to the Investor Certificateholders, and for payment of any
remaining amounts due to the Trustee, and after payment of such amounts due,
shall be paid to the Seller.
(d) Amounts properly received by the Seller pursuant to this
Agreement shall be free of any claim of the Trust, the Trustee or the Investor
Certificateholders and shall not be available to the Trustee or the Trust for
the purpose of making deposits to the Reserve Fund or making payments to the
Investor Certificateholders, nor shall the Seller be required to refund any
amount properly received by it.
SECTION 3.05. NET DEPOSITS.
For so long as WOFCO shall be the Servicer, the Servicer and the
Trustee may make all remittances to the Distribution Account pursuant to this
Article net of amounts to be distributed by the applicable recipient to such
remitting party. The Seller may make remittances to the Distribution Account
pursuant to this Article net of amounts distributable to the Seller on the
related Distribution Date, provided that such amounts were to be paid directly
to the Seller on such Distribution Date rather than deposited into the Reserve
Fund pursuant to Section 3.04. Nonetheless, each such party shall account for
all of the above described remittances and distributions as if the amounts were
deposited and/or transferred separately, and the net remittance may only be
made to the extent that the net result thereof is the same as if the amounts
were deposited and/or transferred separately.
SECTION 3.06. STATEMENTS TO CERTIFICATEHOLDERS.
(a) On each Distribution Date, the Trustee shall include with each
distribution to each Certificateholder of record, a statement, prepared by the
Servicer, based on information in the Servicer's Certificate furnished pursuant
to Section 10.01(b) of the 1996-B Servicing Supplement, setting forth for the
related Collection Period and distribution the following information as of the
related Record Date or Deposit Date or such Distribution Date, as the case may
be:
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(i) the Investor Percentage for such Collection Period, stated
separately for Interest Collections and Loss Amounts, and for
Principal Collections;
(ii) the total amount being distributed to Investor
Certificateholders in such distribution;
(iii) the total amount being distributed to each Class of
Investor Certificateholders in such distribution;
(iv) the total amount of interest being distributed to each
Class of Investor Certificateholders in such distribution;
(v) the amount, if any, of Class A-1 Interest Carryover
Shortfall, Class A-2 Interest Carryover Shortfall, Class A-3 Interest
Carryover Shortfall and Class B Interest Carryover Shortfall included
in such distribution;
(vi) the amount, if any, of the remaining unpaid Class A-1
Interest Carryover Shortfall, Class A-2 Interest Carryover Shortfall,
Class A-3 Interest Carryover Shortfall and Class B Interest Carryover
Shortfall after giving effect to such distribution;
(vii) the total amount of principal being distributed to each
Class of Investor Certificateholders in such distribution;
(viii) the Class A-1 Allocation Percentage, the Class A-2
Allocation Percentage, the Class A-3 Allocation Percentage, the Class
B Allocation Percentage and the amount, if any, of the reimbursement
of Class A-1 Charged-off Amounts, Class A-1 Residual Value Loss
Amounts and Class A-1 Additional Loss Amounts, Class A-2 Charged-off
Amounts, Class A-2 Residual Value Loss Amounts and Class A-2
Additional Loss Amounts, Class A-3 Charged-off Amounts, Class A-3
Residual Value Loss Amounts and Class A-3 Additional Loss Amounts and
Class B Charged-off Amounts, Class B Residual Value Loss Amounts and
Class B Additional Loss Amounts being included in such distribution;
(ix) the amount, if any, of the reimbursement of Class A-1
Certificate Principal Loss Amounts, Class A-2 Certificate Principal
Loss Amounts, Class A-3 Certificate Principal Loss Amounts and Class B
Certificate Principal Loss Amounts included in such distribution;
(x) the amount, if any, of the aggregate of unreimbursed Class
A-1 Certificate Principal Loss Amounts, Class A-2 Certificate
Principal Loss Amounts, Class A-3 Certificate Principal Loss Amounts
and Class B Certificate
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Principal Loss Amounts after giving effect to such distribution;
(xi) the amount, if any, of accrued Class A-1 Certificate
Principal Loss Interest Amounts, Class A-2 Certificate Principal Loss
Interest Amounts, Class A-3 Certificate Principal Loss Interest
Amounts and Class B Certificate Principal Loss Interest Amounts
included in such distribution;
(xii) the amount, if any, of accrued and unpaid Class A-1
Certificate Principal Loss Interest Amounts, Class A-2 Certificate
Principal Loss Interest Amounts, Class A-3 Certificate Principal Loss
Interest Amounts and Class B Certificate Principal Loss Interest
Amounts after giving effect to such distribution;
(xiii) the amount, if any, of accrued and unpaid Class B
Certificate Principal Carryover Shortfall after giving effect to such
distribution;
(xiv) the Investor Percentage of the Servicing Fee allocable
to the 99.8% 1996-B SUBI Interest for such Distribution Date and any
unpaid previous such amounts with respect to prior Distribution Dates;
(xv) the Certificate Balance, the Class A-1 Certificate
Balance, the Class A-2 Certificate Balance, the Class A-3 Certificate
Balance, the Class B Certificate Balance, the Class A-1 Certificate
Factor, the Class A-2 Certificate Factor, the Class A-3 Certificate
Factor and the Class B Certificate Factor, each after giving effect to
such distribution;
(xvi) the Seller Amount, if any, included in such distribution
and the amount of the Seller Interest, after giving effect to all
payments made on such Distribution Date;
(xvii) the Required Amount, if any, included in such
distribution;
(xviii) the Aggregate Net Investment Value as of the end of
such Collection Period;
(xix) the amount on deposit in the Reserve Fund on such
Distribution Date, after giving effect to such distributions, the
change in such balance from the immediately preceding Distribution
Date, the Reserve Fund Cash Requirement and the Reserve Fund
Supplemental Requirement (if any);
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(xx) the amount of Payments Ahead on deposit in the 1996-B
SUBI Collection Account and representing Monthly Lease Payments due in
one or more immediately subsequent Collection Periods and the change
in such balance from the immediately preceding Distribution Date;
(xxi) the amount of Outstanding Advances on such Distribution
Date and the change in such amount from the immediately preceding
Distribution Date;
(xxii) the balance on deposit in the Residual Value Surplus
Account on the related Deposit Date, after giving effect to
distributions therefrom made on that date, the change in such balance
from the immediately preceding Deposit Date, the aggregate amount
deposited into the Residual Value Surplus Account on such Deposit
Date, and the aggregate amount withdrawn from the Residual Value
Surplus Account on such Deposit Date; and
(xxiii) the Maturity Ratio and weighted average Lease Rate of
the Leases in the 1996-B SUBI Portfolio for the immediately preceding
Collection Period and the Charge-off Rate, Delinquency Rate and
Realization Ratio for each of the three immediately preceding
Collection Periods.
Each amount set forth pursuant to subclauses (ii) through (xiii) above shall be
expressed as a dollar amount per $1,000 of original principal balance of an
Investor Certificate. Any Certificate Owner may obtain a copy of any such
statement, of any Servicer's Certificate required pursuant to Section 10.01)(b)
of the 1996-B Servicing Supplement, any annual report of Independent
Accountants required pursuant to Section 3.02 of the Servicing Agreement and
Section 10.02 of the 1996-B Servicing Supplement, and of any annual Officer's
Certificate required pursuant to Section 3.03 of the Servicing Agreement and
Section 10.03(a) of the 1996-B Servicing Supplement, upon written request to
the Trustee at the Corporate Trust Office.
(b) Within a reasonable period of time after the end of each
calendar year, but not later than the latest date permitted by law, the Trustee
shall mail to each Person who at any time during such calendar year shall have
been a Holder of an Investor Certificate, a statement or statements which in
the aggregate contain the sum of the amounts set forth in clauses (a)(ii)
through (vii), (viii) through (xiv) above for such calendar year or, in the
event such Person shall have been a Holder of an Investor Certificate during a
portion of such calendar year, for the applicable portion of such year, for the
purposes of such Certificateholder's preparation of federal income tax returns.
In addition, the Servicer shall furnish to the Trustee for distribution to such
Person at such time any other information
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reasonably necessary under applicable law for the preparation of such income
tax returns.
ARTICLE FOUR
THE CERTIFICATES
SECTION 4.01. THE CERTIFICATES.
(a) The Class A-1 Certificates, the Class A-2 Certificates, the
Class A-3 Certificates, the Class B Certificates and the Seller Certificate
shall be substantially in the form of Exhibits ▇-▇, ▇-▇, ▇-▇, B and C,
respectively, to this Agreement. The Class A-1 Certificates, the Class A-2
Certificates and the Class A-3 Certificates shall be issuable in minimum
denominations of $1,000 and integral multiples in excess thereof and the Class
B Certificates shall be issuable in minimum denominations of $250,000 and
integral multiples of $1,000 in excess thereof; provided, however, that one
Class A-1 Certificate, one Class A-2 Certificate, one Class A-3 Certificate and
one Class B Certificate may be issued in a denomination that includes any
remaining portion of the Initial Class A-1 Certificate Balance, the Initial
Class A-2 Certificate Balance, the Initial Class A-3 Certificate Balance and
the Initial Class B Certificate Balance, respectively (each, a "Residual
Certificate"). A single Seller Certificate shall be issued. The Certificates
shall be executed on behalf of the Trustee by manual or facsimile signature of
a Responsible Officer under the Trustee's seal imprinted thereon and attested
on behalf of the Trustee by the manual or facsimile signature of a Responsible
Officer. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Trustee shall be valid and binding obligations of the
Trust, notwithstanding that such individuals or any of them have ceased to be
so authorized prior to the authentication and delivery of such Certificates or
did not hold such offices at the date of such Certificates. All Certificates
shall be dated the date of their authentication.
(b) The Investor Certificates shall represent fractional undivided
interests in the Trust, including the benefits of the Reserve Fund and the
right to receive the Investor Percentage of Interest Collections and Principal
Collections and the other amounts at the times and in the amounts specified in
this Agreement. The Seller Certificate shall represent the interest in the
Trust not represented by the Investor Certificates.
SECTION 4.02. AUTHENTICATION AND DELIVERY OF CERTIFICATES.
In exchange for, and simultaneously with the sale, assignment and
transfer to the Trustee of the 99.8% 1996-B SUBI Interest, the 99.8% 1996-B
SUBI Certificate and the other assets
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of the Trust, the Trustee shall cause to be executed, authenticated and
delivered to or upon the order of the Seller Investor Certificates in
authorized denominations equaling in the aggregate the sum of the Initial Class
A-1 Certificate Balance, the Initial Class A-2 Certificate Balance, the Initial
Class A-3 Certificate Balance and the Initial Class B Certificate Balance, and
the Seller Certificate, each duly authorized by the Trustee, and evidencing the
entire ownership of the Trust. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit ▇-▇, ▇-▇, ▇-▇, ▇ or C to this Agreement, as the case may be,
executed by the Trustee by manual signature, and such certificate upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered under this Agreement.
SECTION 4.03. REGISTRATION OF TRANSFER AND EXCHANGE OF
CERTIFICATES.
(a) The Certificate Registrar shall maintain a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Certificate Register shall provide for the registration of Certificates and
transfers and exchanges of Certificates as provided in this Agreement. The
Trustee is hereby initially appointed Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as
provided in the Agreement. In the event that, subsequent to the Closing Date,
the Trustee notifies the Servicer that it is unable to act as Certificate
Registrar, the Servicer shall appoint another bank or trust company, having an
office or agency located in the Borough of Manhattan, The City of New York,
agreeing to act in accordance with the provisions of this Agreement applicable
to it, and otherwise acceptable to the Trustee, to act as successor Certificate
Registrar under this Agreement.
The Seller Certificate shall be owned by the Seller and may not be
transferred, as provided by Section 5.06. No transfer of a Class B Certificate
shall be made unless the registration requirements of the Securities Act and
any applicable state securities laws are complied with, or such transfer is
exempt from the registration requirements under the Securities Act and such
state securities laws. In the event that a transfer is to be made in reliance
upon an exemption from the Securities Act and such state securities laws, the
Trustee shall require one of the following, at the option of the
Certificateholder desiring to effect such transfer: (i) that such
Certificateholder and its prospective transferee jointly deliver an Opinion of
Counsel with respect to the Securities Act and a memorandum of law with respect
to any applicable state securities laws acceptable to and in form and substance
satisfactory to the Trustee and the
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Seller upon which the Trustee and the Seller may conclusively rely, to the
effect that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from the Securities Act and such
state securities laws or is being made pursuant to the Securities Act and such
state securities laws, which Opinion of Counsel and memorandum of law, as the
case may be, shall not be an expense of the Trustee, the Seller or the
Servicer; or (ii) that the transferee execute a representation letter
acceptable to and in form and substance satisfactory to the Trustee (provided
that the forms attached as Exhibits D-1 and D-2 shall be deemed acceptable if
they are completed in a manner acceptable to the Trustee) certifying to the
Trustee the facts surrounding such transfer, which representation letter shall
not be an expense of the Trustee, the Seller or the Servicer. The Holder of a
Class B Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Seller and the Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with the Securities Act and such state laws. Neither the Seller,
the Servicer nor the Trustee is under any obligation to register the Class B
Certificates under the Securities Act or any state securities laws.
Notwithstanding anything to the contrary contained herein, no resale
or other transfer of a Class B Certificate or any interest therein shall be
made unless the Trustee shall have received either a representation letter or
Opinion of Counsel from the prospective transferee of such Class B Certificate,
in form and substance satisfactory to the Seller and the Trustee (provided that
the forms attached as Exhibits D-1 and D-2 shall be deemed acceptable), to the
effect that (i) such transferee will not acquire such Class B Certificate with
the assets of any "employee benefit plan" as defined in Section 3(3) of ERISA,
(ii) no "prohibited transaction" under ERISA or the Code will occur in
connection with such prospective transferee's acquisition of such Class B
Certificate or (iii) the acquisition of such Class B Certificate is subject to
a statutory or administrative exemption, specified in such letter or opinion,
from the "prohibited transaction" provisions of ERISA and the Code. Each
prospective transferee of any Class B Certificate will be required to represent
to the Trustee whether it will purchase such Class B Certificate with the
assets of an "employee benefit plan" as defined under ERISA or other benefit
plan investor.
The Class B Certificates, this Agreement and related documents may be
amended or supplemented from time to time to modify restrictions on and
procedures for resale and other transfer of such Class B Certificates to
reflect any change in applicable law or regulation (or the interpretation
thereof) or practices relating to the resale or transfer of restricted
securities generally.
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(b) Upon surrender for registration of transfer of any Certificate
at the Corporate Trust Office, the Trustee shall execute, authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of the same Class in authorized denominations of a like
aggregate principal amount.
(c) At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same Class of authorized denominations
of a like aggregate principal amount, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee on behalf of the Trust shall execute,
authenticate and deliver the Certificates that the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder thereof or his attorney duly authorized
in writing.
(d) No service charge shall be made to any Holder for any
registration of transfer or exchange of Certificates, but the Trustee may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of
Certificates.
(e) All Certificates surrendered for registration of transfer and
exchange shall be canceled and subsequently destroyed by the Trustee.
(f) No Class B Certificate shall be listed for trading on any
recognized securities exchange.
SECTION 4.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Certificate Registrar and the Trustee such security or
indemnity as may be required by them to save each of them and the Trust
harmless, then, in the absence of notice that such Certificate has been
acquired by a bona fide purchaser, the Trustee on behalf of the Trust shall
execute and the Trustee shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and fractional undivided interest. In connection
with the issuance of any new Certificate under this Section, the Trustee may
require the payment by the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in
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relation thereto. Any duplicate Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time, and any such lost, stolen or destroyed
Certificate shall, upon issuance of any such duplicate Certificate, be null,
void and of no effect.
SECTION 4.05. PERSONS DEEMED OWNERS.
Prior to due presentation of a Certificate for registration of
transfer, the Trustee, the Certificate Registrar and any of their respective
agents may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions pursuant
to Section 3.03 and for all other purposes whatsoever, and neither the Trustee,
the Certificate Registrar nor any of their respective agents shall be affected
by any notice to the contrary.
SECTION 4.06. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.
The Certificate Registrar shall furnish or cause to be furnished to
the Servicer, within 15 days after receipt by the Certificate Registrar of a
written request therefor from the Servicer, a list, in such form as the
Servicer may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date. If three or more
Certificateholders or holders of Investor Certificates evidencing not less than
25% of the aggregate Percentage Interests of any Class (hereinafter referred to
as "Applicants") apply in writing to the Trustee, and such application states
that the Applicants desire to communicate with other Investor
Certificateholders with respect to their rights under this Agreement or under
the Certificates and such application is accompanied by a copy of the
communication that such Applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, afford such
Applicants access, during normal business hours, to the current list of
Investor Certificateholders. Every Certificateholder, by receiving and holding
a Certificate, agrees with the Servicer and the Trustee that neither the
Servicer nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
under the Agreement, regardless of the source from which such information was
derived.
SECTION 4.07. MAINTENANCE OF OFFICE OR AGENCY.
The Trustee shall maintain in the Borough of Manhattan, The City of
New York, an office or offices or agency or agencies where Certificates may be
surrendered for registration of
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transfer or exchange. The initial such agency shall be c/o First Trust of New
York, National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇; provided that a copy of any such Certificate surrendered shall be sent
to the Trustee at the Corporate Trust Office. The Trustee shall give prompt
written notice to the Seller, the Servicer and the Certificateholders of any
change in the location of any such office or agency. Notices and demands to or
upon the Trustee in respect of the Certificates and this Agreement shall not be
sent to such office or agency, but shall be sent as set forth in Section 10.02.
SECTION 4.08. TEMPORARY CERTIFICATES.
Pending the preparation of definitive Class A-1 Certificates, Class
A-2 Certificates or Class A-3 Certificates, the Trustee, on behalf of the
Trust, may execute, authenticate and deliver, temporary Class A-1 Certificates,
Class A-2 Certificates or Class A-3 Certificates that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Class A-1
Certificates, Class A-2 Certificates or Class A-3 Certificates in lieu of which
they are issued. If temporary Class A-1 Certificates, Class A-2 Certificates
or Class A-3 Certificates are issued, the Seller will cause definitive Class
A-1 Certificates, Class A-2 Certificates or Class A-3 Certificates to be
prepared without unreasonable delay. After the preparation of definitive Class
A-1 Certificates, Class A-2 Certificates or Class A-3 Certificates, the
temporary Class A-1 Certificates, Class A-2 Certificates or Class A-3
Certificates shall be exchangeable for definitive Class A-1 Certificates, Class
A-2 Certificates or Class A-3 Certificates upon surrender of the temporary
Class A-1 Certificates, Class A-2 Certificates or Class A-3 Certificates at the
office or agency to be maintained as provided in Section 4.07, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary
Class A Certificates, the Trustee shall execute and authenticate and deliver in
exchange therefor a like principal amount of definitive Class A Certificates in
authorized denominations. Until so exchanged the temporary Class A
Certificates shall in all respects be entitled to the same benefits under the
Agreement as definitive Class A Certificates.
SECTION 4.09. BOOK-ENTRY CERTIFICATES.
The Class A-1 Certificates, the Class A-2 Certificates and the Class
A-3 Certificates, upon original issuance (except for the Residual Certificates
with respect to the Class A-1 Certificates, the Class A-2 Certificates and the
Class A-3 Certificates) will be issued in the form of one or more typewritten
certificates representing the Book-Entry Certificates, to be delivered to DTC,
the initial Clearing Agency, by, or on behalf of, the Seller. The certificate
or
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certificates delivered to DTC evidencing such Class A-1 Certificates, Class A-2
Certificates and Class A-3 Certificates shall initially be registered on the
Certificate Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Certificate Owner will receive a definitive certificate
representing such Certificate Owner's interest in the Class A-1 Certificates,
the Class A-2 Certificates or the Class A-3 Certificates, except as provided in
Section 4.11. Unless otherwise specified in this Agreement, unless and until
definitive, fully registered Class A-1 Certificates, Class A-2 Certificates and
Class A-3 Certificates (the "Definitive Certificates") have been issued to
Certificate Owners pursuant to Section 4.11:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Seller, the Servicer, the Certificate Registrar and the
Trustee may deal with the Clearing Agency for all purposes (including the
making of distributions on the Class A-1 Certificates, the Class A-2
Certificates and the Class A-3 Certificates) as the authorized
representative of the Certificate Owners;
(iii) to the extent that the provisions of this Section conflict with
any other provisions of the Agreement, the provisions of this Section shall
control;
(iv) the rights of Certificate Owners shall be exercised only through
(or through procedures established by) the Clearing Agency and shall be
limited to those established by law and agreements between such Certificate
Owners and the Clearing Agency and/or the Clearing Agency Participants.
Unless and until Definitive Certificates are issued pursuant to Section
4.11, the initial Clearing Agency will make book-entry transfers among the
Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Class A-1 Certificates, the Class A-2
Certificates and the Class A-3 Certificates to such Clearing Agency
Participants; and
(v) whenever this Agreement requires or permits actions to be taken
based upon instructions or directions of Holders of Class A-1 Certificates,
Class A-2 Certificates or Class A-3 Certificates evidencing a specified
aggregate Percentage Interest thereof the Clearing Agency shall be deemed to
represent such percentage (if and to the extent that it will act on behalf
of Certificate Owners and/or Clearing Agency Participants) only to the
extent that it has received instructions to such effect from Certificate
Owners and/or Clearing Agency Participants owning or representing,
respectively, such required percentages of the beneficial
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interest in Class A-1 Certificates, Class A-2 Certificates or Class
A-3 Certificates and has delivered such instructions to the Trustee.
SECTION 4.10. NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Class A-1
Certificateholders, Class A-2 Certificateholders or the Class A-3
Certificateholders is required under this Agreement, other than to the Holder
of the Residual Certificate with respect to the Class A-1 Certificates, the
Class A-2 Certificates or the Class A-3 Certificates, respectively, unless and
until Definitive Certificates shall have been issued to Certificate Owners
pursuant to Section 4.11, the Trustee and the Servicer shall give all such
notices and communications specified herein to be given to Holders of the Class
A-1 Certificates, the Class A-2 Certificates or the Class A-3 Certificates to
the Clearing Agency.
SECTION 4.11. DEFINITIVE CERTIFICATES.
If (i)(A) the Seller advises the Trustee in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
as described in the letter of representations among the Seller, the Trustee and
the Clearing Agency and (B) the Trustee or the Seller is unable to locate a
qualified successor, (ii) the Seller at its option, advises the Trustee in
writing that it elects to terminate the book-entry system through the Clearing
Agency, or (iii) after the occurrence of an Early Amortization Event,
Certificate Owners representing beneficial interests in the Class A-1
Certificates, the Class A-2 Certificates and the Class A-3 Certificates (voting
together as a single class) aggregating not less than 51% of the Percentage
Interests advise the Trustee and the Clearing Agency through the Clearing
Agency Participants in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interests of the
Certificate Owners, then the Trustee shall notify all Certificate Owners,
through the Clearing Agency, of the occurrence of such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of the Class A-1 Certificates, the Class
A-2 Certificates or the Class A-3 Certificates by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for
registration, the Trustee shall issue the Definitive Certificates and deliver
such Definitive Certificates in accordance with the instructions of the
Clearing Agency. None of the Seller, the Certificate Registrar or the Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates, the Trustee shall recognize the
Holders of the Definitive Certificates as Class A-1
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Certificateholders, Class A-2 Certificateholders or Class A-3
Certificateholders hereunder, as applicable. The Trustee shall not be liable
if the Trustee or the Seller is unable to locate a qualified successor Clearing
Agency.
SECTION 4.12. TAX TREATMENT.
(a) It is the intention of the Seller and the Investor
Certificateholders that the Investor Certificates will be indebtedness of the
Seller for federal, state and local income and franchise tax purposes and for
purposes of any other tax imposed on or measured by income. The Seller, the
Trustee and each Holder of an Investor Certificate (or Certificate Owner) by
acceptance of its Investor Certificate (or, in the case of a Certificate Owner,
by virtue of such Certificate Owner's acquisition of a beneficial interest
therein) agree to treat the Investor Certificates (or beneficial interest
therein), for purposes of federal, state and local income or franchise taxes
and any other tax imposed on or measured by income, as secured indebtedness of
the Seller and to report the transactions contemplated by this Agreement on all
applicable tax returns in a manner consistent with such treatment. Each Holder
of an Investor Certificate agrees that it will cause any Certificate Owner
acquiring an interest in a Certificate through it to comply with this Agreement
as to treatment as secured indebtedness for federal, state and local income and
franchise tax purposes and for purposes of any other tax imposed on or measured
by income. Each Holder of an Investor Certificate also agrees that it will not
be entitled to any of the tax benefits related to the Contracts and Leased
Vehicles, including any of the depreciation deductions resulting therefrom.
(b) In the event that, notwithstanding the statement of intentions
and undertakings set forth in Section 4.12(a), it is finally determined that
the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3
Certificates and/or the Class B Certificates do not evidence indebtedness of
the Seller for all income and franchise tax purposes, but rather represent an
equity interest in the assets of the Trust, then the Seller, the Trustee, each
Holder of such Investor Certificate and each Certificate Owner thereof, by
virtue of acquiring a beneficial interest therein, all agree (i) to treat such
Investor Certificates, together with the Seller Certificate, as representing
an interest in a partnership for all tax purposes, (ii) to treat all payments
in respect of such Investor Certificates (to the extent not a return of
capital) as a "guaranteed payment" thereon made pursuant to Section 707(c) of
the Code, and (iii) to allocate all other items of income, gain, deduction,
loss or credit with respect to the assets and operations of the Trust to the
Seller.
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ARTICLE FIVE
THE SELLER
SECTION 5.01. REPRESENTATIONS OF SELLER.
The Seller hereby makes the following representations on which the
Trustee relies in accepting the 99.8% 1996-B SUBI Interest and 99.8% 1996-B
SUBI Certificate in trust and executing and authenticating the Certificates.
The representations speak as of the execution and delivery of this Agreement,
but shall survive the sale, transfer and assignment of the 99.8% 1996-B SUBI
Interest and 99.8% 1996-B SUBI Certificate to the Trustee.
(a) Organization and Good Standing. The Seller is a limited
partnership validly organized and existing and in good standing under
the laws of the State of Delaware, with power and authority to own its
properties and to conduct its business as such properties shall be
currently owned and such business is presently conducted, and has
power, authority and legal right to acquire, own and sell the 99.8%
1996-B SUBI Interest and 99.8% 1996-B SUBI Certificate.
(b) Due Registration. The Seller is duly registered as a
foreign limited partnership in good standing, and has obtained all
necessary licenses and approvals in all jurisdictions in which the
ownership or lease of property or the conduct of its business requires
such qualifications, except where the failure to so qualify or to have
obtained such licenses and approvals would not have a material adverse
effect on the earnings, business affairs or business prospects of the
Seller.
(c) Power and Authority. The Seller has the power and
authority to execute and deliver this Agreement and to carry out its
terms, the Seller has full power and authority to sell and assign the
property to be sold and assigned to and deposited with the Trustee as
part of the Trust and has duly authorized such sale and assignment to
the Trustee by all necessary partnership action; and the execution,
delivery and performance of this Agreement have been duly authorized
by the Seller by all necessary partnership action.
(d) Valid Sale; Binding Obligations. This Agreement
evidences a valid sale, transfer and assignment of the 99.8% 1996-B
SUBI Interest and 99.8% 1996-B SUBI Certificate, enforceable against
creditors of and purchasers from the Seller; and constitutes a legal,
valid and binding obligation of the Seller enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights in general and by general principles
of equity, regardless
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of whether such enforceability shall be considered in a proceeding in
equity or at law.
(e) No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms of
this Agreement do not conflict with, result in any breach of any of
the terms and provisions of, nor constitute (with or without notice or
lapse of time) a default under, the certificate of limited partnership
or limited partnership agreement of the Seller, or conflict with or
violate any of the material terms or provisions of, or constitute
(with or without notice or lapse of time) a default under, any
indenture, agreement or other instrument to which the Seller is a
party or by which it is bound; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to the
terms of any such indenture, agreement or other instrument (other than
this Agreement); nor violate any law or, to the best of the Seller's
knowledge, any order, rule or regulation applicable to the Seller of
any court or of any federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over
the Seller or its properties; which breach, default, conflict, lien or
violation would have a material adverse effect on the earnings,
business affairs or business prospects of the Seller.
(f) No Proceedings. There are no proceedings or
investigations pending, or to the Seller's best knowledge, threatened,
before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Seller or
its properties: (i) asserting the invalidity of this Agreement or the
Certificates, (ii) seeking to prevent the issuance of the Certificates
or the consummation of any of the transactions contemplated by this
Agreement, (iii) seeking any determination or ruling that might
materially and adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, this
Agreement or the Certificates or (iv) relating to the Seller and which
might adversely affect the federal or Alabama income tax attributes of
the Certificates.
(g) Title to 99.8% 1996-B SUBI Certificate. The Seller
has good title to, and is the sole legal and beneficial owner of, the
99.8% 1996-B SUBI Certificate, free and clear of Liens.
(h) Consents and Approvals. The Seller has obtained or
made all necessary licenses, consents, approvals, waivers and
notifications of creditors, lessors and other nongovernmental Persons,
in each case in connection with
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the execution and delivery of this Agreement and the consummation of
all the transactions herein contemplated, and the Seller is not
required to obtain the consent of any other party or the consent,
license, approval, or authorization from, or registration or
declaration with, any governmental authority, bureau or agency in
connection with the execution, delivery, performance, validity or
enforceability of this Agreement.
SECTION 5.02. LIABILITY OF SELLER; INDEMNITIES.
(a) The Seller shall be liable in accordance with this Agreement
only to the extent of the obligations in this Agreement specifically undertaken
by the Seller in such capacity under this Agreement and shall have no other
obligations or liabilities hereunder.
(b) The Seller agrees to be, and shall be, liable without
limitation for all liabilities (including taxes), contracts, expenses,
indemnity payments and other charges of the Trust, other than distributions to
Certificateholders.
SECTION 5.03. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, SELLER; CERTAIN LIMITATIONS.
(a) Any corporation or partnership (i) into which the Seller may
be merged or consolidated, (ii) which may result from any merger, conversion or
consolidation to which the Seller shall be a party or (ii) which may succeed to
all or substantially all of the business of the Seller, shall be the successor
to the Seller under this Agreement without the execution or filing of any
document or any further act on the part of any of the parties to this
Agreement, except that if the Seller in any of the foregoing cases is not the
surviving entity, then the surviving entity shall execute an agreement of
assumption to perform every obligation of the Seller either generally or
specifically as provided herein. The Seller shall provide notice of any
merger, consolidation or succession pursuant to this Section to each Rating
Agency and shall receive from each Rating Agency a letter to the effect that
such merger, consolidation, or succession will not result in a qualification,
downgrading or withdrawal of the then-current rating assigned to any Rated
Certificates.
(b) (i) Subject to subparagraph (ii) below, the purpose of the Seller
shall be to engage in any lawful activity for which a limited partnership may
be formed under the laws of the State of Delaware other than the practice of a
profession permitted to be operated through a limited partnership under
Delaware law.
(ii) Notwithstanding subparagraph (b)(i) above, the purpose of
the Seller shall be limited to the following purposes:
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(A) to act as settlor or grantor of one or more
securitization trusts formed pursuant to a trust agreement or other
agreement for the purpose of acquiring interests in the Origination
Trust, which securitization trust may issue certificates of beneficial
interest in the assets of such securitization trust;
(B) to acquire, own, hold, sell, transfer, convey,
dispose of, pledge, assign, borrow money against, finance, refinance
or otherwise deal with, publicly or privately and whether with
unrelated third parties or with affiliated entities, beneficial
interests in the Origination Trust, including without limitation any
undivided trust interests or special units of beneficial interest
created with respect to the Origination Trust, and certificates of the
securitization trust;
(C) to loan or otherwise invest funds received as a
result of the Seller's beneficial interest in the Origination Trust or
certificates in the securitization trust and any other income, as
determined by the general partner of the Seller from time to time;
(D) to borrow money other than pursuant to clause (B)
above, but only to the extent that any such borrowing is permitted by
the terms of the transactions contemplated by clauses (A) and (B); and
(E) to engage in any lawful act or activity and to
exercise any powers permitted to limited partnerships organized under
Delaware law that are incidental to and necessary or convenient for
the accomplishment of the foregoing purposes.
(c) Notwithstanding any other provision of this Section and any
provision of law, neither the Seller nor its general partner, on behalf of the
Seller, shall do any of the following:
(i) engage in any business or activity other than as set
forth in clause (b) above;
(ii) without the affirmative vote of a majority of the
members of the Board of Directors of the Seller's general partner
(which must include the affirmative vote of all Independent Directors
of the Seller's general partner, as required by limited partnership
agreement of the Seller), (A) dissolve or liquidate, in whole or in
part, or institute proceedings to be adjudicated bankrupt or
insolvent, (B) consent to the institution of bankruptcy or insolvency
proceedings against it, (C) file a petition seeking or consent to
reorganization or relief under any applicable federal or state law
relating to bankruptcy, (D) consent to
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the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Seller or a
substantial part of its property, (E) make a general assignment for
the benefit of creditors, (F) admit in writing its inability to pay
its debts generally as they become due, or (G) take any corporate
action or partnership action in furtherance of the actions set forth
in clauses (A) through (F) above; provided, however, that the general
partner shall in no event consent to the institution of bankruptcy or
insolvency proceedings against the Seller so long as it is solvent; or
(iii) merge or consolidate with any other limited partnership,
corporation, company or entity or sell all or substantially all of its
assets or acquire all or substantially all of the assets or
partnership interests or capital stock or other ownership interest of
any other limited partnership, corporation, company or entity (except
for the acquisition of beneficial interests in the Origination Trust
and the sale, transfer, conveyance, disposition, pledge, assignment,
financing, and refinancing of, or otherwise dealing with, beneficial
interests in the Origination Trust in accordance with the terms of
subparagraph (b)(ii) above, which shall not be otherwise restricted by
this Section 5.03(c)).
SECTION 5.04. LIMITATION ON LIABILITY OF SELLER AND OTHERS.
The Seller and any director or officer or employee or agent of the
Seller may rely in good faith on the advice of counsel or on any document of
any kind, prima facie properly executed and submitted by any Person respecting
any matters arising under this Agreement.
SECTION 5.05. SELLER MAY OWN INVESTOR CERTIFICATES.
Each of the Seller and any Person controlling, controlled by or under
common control with the Seller may in its individual or any other capacity
become the owner or pledgee of Investor Certificates with the same rights as it
would have if it were not the Seller or such an affiliate thereof except as
otherwise specifically provided in the definition of the term
"Certificateholder." Investor Certificates so owned by or pledged to the
Seller or such controlling or commonly controlled Person shall have an equal
and proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Investor Certificates.
The Seller will give notice to each Rating Agency if any such controlling or
commonly controlled Person shall at any time become the owner or pledgee of
Investor Certificates.
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SECTION 5.06. NO TRANSFER.
The Seller on behalf of itself and its successors and assigns hereby
covenants that it will not transfer, pledge or assign to any Person the Seller
Certificate or any part of its right to receive any Excess Collections pursuant
to Section 3.03(c).
SECTION 5.07. TAX MATTERS PARTNER.
In the event that the Trust is recharacterized as a partnership for
tax purposes, the Seller shall act as "Tax Matters Partner" (i) to represent
the Seller and the Class B Certificateholders, in their capacities as partners
in a partnership for tax purposes, before taxing authorities or courts of
competent jurisdiction in any tax matters affecting the Trust as a tax
partnership; and (ii) to execute any agreements or other documents relating to
or affecting such tax matters, including agreements or other documents binding
the Class B Certificateholders with respect to such tax matters or otherwise
affecting their rights, including, but not limited to, extending the statute of
limitations for assessment of tax deficiencies against the Class B
Certificateholders and adjusting the Trust's federal, state or local tax
returns. The Seller shall not be liable to the Trust or to any
Certificateholder for any action taken or omitted by the Seller with regard to
such tax matters or otherwise as a result of its holding the position of Tax
Matters Partner.
ARTICLE SIX
THE TRUSTEE
SECTION 6.01. DUTIES OF TRUSTEE.
(a) The Trustee, both prior to and after the occurrence of a
1996-B Event of Default under the Servicing Agreement and the 1996-B Servicing
Supplement, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that shall be specifically required to be furnished pursuant to
any provision of this Agreement, shall examine them to determine whether they
conform on their face to the requirements of this Agreement.
(c) No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, its own bad faith or its own willful misfeasance; provided,
however, that
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(i) the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement, the
Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement
against the Trustee, the permissive right of the Trustee to do things
enumerated in this Agreement shall not be construed as a duty and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee and conforming to the
requirements of this Agreement;
(ii) the Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible Officer, unless
it shall be proved that the Trustee was negligent in performing its
duties in accordance with the terms of this Agreement; and
(iii) the Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken in good
faith in accordance with the direction of the Holders of Investor
Certificates evidencing not less than 51% of the aggregate Percentage
Interest relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement or the
Origination Trust Agreement (as supplemented by the 1996-B SUBI
Supplement).
(d) The Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties under this Agreement, or in the exercise of any of its rights or powers,
if there shall be reasonable grounds for believing that the repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.
(e) All information obtained by the Trustee regarding the Obligors
and the Leases contained in the 1996-B SUBI, whether upon the exercise of its
rights under this Agreement or otherwise, shall be maintained by the Trustee in
confidence and shall not be disclosed to any other Person, unless such
disclosure is required by any applicable law or regulation or pursuant to
subpoena.
SECTION 6.02. CERTAIN MATTERS AFFECTING THE TRUSTEE.
(a) Except as otherwise provided in Section 6.01:
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(i) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;
(ii) the Trustee may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it under this
Agreement in good faith and in accordance with such Opinion of
Counsel;
(iii) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Agreement or the
Origination Trust Agreement (as supplemented by the 1996-B SUBI
Supplement), or to institute, conduct or defend any litigation under
this Agreement or the Origination Trust Agreement (as supplemented by
the 1996-B SUBI Supplement), or in relation to this Agreement or the
Origination Trust Agreement (as supplemented by the 1996-B SUBI
Supplement), at the request, order or direction of any of the
Certificateholders pursuant to the provisions of this Agreement or the
Origination Trust Agreement (as supplemented by the 1996-B SUBI
Supplement), unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses
and liabilities that may be incurred therein or thereby;
(iv) the Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) the Trustee shall not be bound to recalculate,
reverify, or make any investigation into the facts of matters stated
in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by Holders of
Investor Certificates evidencing not less than 25% of the aggregate
Percentage Interest of any Class; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against
such cost, expense or liability as a condition to so proceeding; the
reasonable expense of every such examination shall be
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paid by the Seller or, if paid by the Trustee, shall be reimbursed by
the Seller upon demand; and nothing in this clause shall derogate from
the obligation of the Servicer to observe any applicable law
prohibiting disclosure of information regarding the Obligors; and
(vi) the Trustee may execute any of the trusts or powers
under this Agreement or perform any duties under this Agreement either
directly or by or through agents or attorneys or a custodian.
(b) No Certificateholder will have any right to institute any
proceeding with respect to this Agreement except upon satisfying the conditions
set forth in Section 9.03(c).
SECTION 6.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR LEASES.
The Trustee shall make no representations as to the validity or
sufficiency of this Agreement or of the Certificates (other than the execution
by the Trustee on behalf of the Trust of, and the certificate of authentication
on, the Certificates), or of the 99.8% 1996-B SUBI Interest or 99.8% 1996-B
SUBI Certificate. The Trustee shall have no obligation to perform any of the
duties of the Seller unless explicitly set forth in this Agreement. The
Trustee shall at no time have any responsibility or liability for or with
respect to the legality, validity and enforceability of the 99.8% 1996-B SUBI
Interest or 99.8% 1996-B SUBI Certificate or any 1996-B Lease, any ownership
interest in any 1996-B Leased Vehicle, or the maintenance of any such ownership
interest, or for or with respect to the efficacy of the Trust or its ability to
generate the payments to be distributed to Certificateholders under this
Agreement, including without limitation the validity of the assignment of the
99.8% 1996-B SUBI Interest or 99.8% 1996-B SUBI Certificate to the Trust or of
any intervening assignment; the existence, condition, location and ownership of
any 1996-B Lease or 1996-B Leased Vehicle; the existence and enforceability of
any physical damage or credit life or credit disability insurance; the
existence and contents of any 1996-B Lease or any computer or other record
thereof; the completeness of any 1996-B Lease; the performance or enforcement
of any Lease; the compliance by the Seller with any covenant or the breach by
the Seller of any warranty or representation made under this Agreement or in
any related document and the accuracy of any such warranty or representation
prior to the Trustee's receipt of notice or other discovery of any
noncompliance therewith or any breach thereof; the acts or omissions of the
Seller or the Servicer; or any action by the Trustee taken at the instruction
of the Servicer; provided, however, that the foregoing shall not relieve the
Trustee of its obligation to perform its duties under this Agreement. Except
with respect to a claim based on the failure of the Trustee to perform its
duties under this Agreement
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or based on the Trustee's willful misconduct, bad faith or negligence, no
recourse shall be had for any claim based on any provision of this Agreement,
the Certificates, the 99.8% 1996-B SUBI Interest or 99.8% 1996-B SUBI
Certificate or assignment thereof against the institution serving as Trustee in
its individual capacity. The Trustee shall not have any personal obligation,
liability or duty whatsoever to any Certificateholder or any other Person with
respect to any such claim, and any such claim shall be asserted solely against
the Trust or any indemnitor who shall furnish indemnity as provided in this
Agreement. The Trustee shall not be accountable for the use or application by
the Seller of any of the Certificates or of the proceeds of such Certificates,
or for the use or application of any funds paid to the Servicer in respect of
the 99.8% 1996-B SUBI Interest or 99.8% 1996-B SUBI Certificate.
SECTION 6.04. TRUSTEE MAY OWN CERTIFICATES.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights as it would have if it
were not Trustee.
SECTION 6.05. TRUSTEE'S FEES AND EXPENSES.
The Trustee shall be entitled to reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution
of the trusts created by this Agreement and in the exercise and performance of
any of the powers and duties of the Trustee under this Agreement, and payment
or reimbursement upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in its capacity as Trustee in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence, willful misfeasance
or bad faith or that is the responsibility of Certificateholders under this
Agreement. Such compensation and reimbursement shall be paid as set forth in
Section 3.03(b) hereof or Section 10.01 of the 1996-B SUBI Supplement (in the
definitions of the terms "Principal Collections" and "Interest Collections").
Additionally, the Certificateholders, pursuant to Section 6.02(a)(iii) or (v),
may agree to indemnify the Trustee under certain circumstances.
SECTION 6.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE.
The Trustee under this Agreement shall at all times be a national
association or corporation having its corporate trust office in the same State
as the location of the Corporate Trust Office as specified in this Agreement;
and organized and doing
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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 the Trustee 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 the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.07.
SECTION 6.07. RESIGNATION OR REMOVAL OF TRUSTEE.
(a) The Trustee may at any time resign and be discharged from the
trusts created by this Agreement by giving written notice thereof to the
Seller. Upon receiving such notice of resignation, the Seller shall promptly
appoint a successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to
the successor Trustee. If no successor Trustee shall have been so appointed
and have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.06 and shall fail to resign after
written request therefor by the Seller, or if at any time the Trustee shall be
legally unable to act, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then
the Seller may remove the Trustee. If it shall remove the Trustee under the
authority of the immediately preceding sentence, the Seller shall promptly
appoint a successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor Trustee, and payment of all fees owed to the outgoing Trustee.
(c) Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the
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provisions of this Section shall not become effective until acceptance of
appointment by the successor Trustee as provided in Section 6.08. The Servicer
shall give each Rating Agency notice of any such resignation or removal of the
Trustee and appointment and acceptance of a successor Trustee.
SECTION 6.08. SUCCESSOR TRUSTEE.
Any successor Trustee appointed as provided in Section 6.07 shall
execute, acknowledge and deliver to the Seller and to its predecessor Trustee
an instrument accepting such appointment under this Agreement, and thereupon
the resignation or removal of the predecessor Trustee shall become effective
and such successor Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor under this Agreement, with like effect as if originally named as
Trustee. The predecessor Trustee shall deliver to the successor Trustee all
documents and statements held by it under this Agreement; and the Seller and
the predecessor Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations. No successor Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions of Section 6.06. Upon acceptance of appointment
by a successor Trustee as provided in this Section, the Seller shall cause
notice of the successor of such Trustee under this Agreement to be mailed to
all Certificateholders at their addresses as shown in the Certificate Register
and shall give notice by mail to each Rating Agency. If the Seller fails to
mail or cause to be mailed such notice within ten days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Seller.
SECTION 6.09. MERGER OR CONSOLIDATION OF TRUSTEE.
Any corporation (i) into which the Trustee may be merged or
consolidated, (ii) which may result from any merger, conversion, or
consolidation to which the Trustee shall be a party, or (iii) which may succeed
to the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be eligible pursuant to
Section 6.06, without the execution or filing of any instrument or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, except that if the Trustee in any of the foregoing cases is
not the surviving entity, then the surviving entity shall execute an agreement
of assumption to perform every obligation of the Trustee, either generally or
particularly as provided herein. Notice of any such event shall be given by
the Trustee to each Rating Agency.
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SECTION 6.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE
TRUSTEE.
Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust may at the time be located, the Seller and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust, and to vest in such Person, in such capacity
and for the benefit of the Certificateholders, such title to the Trust, or any
part thereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Seller and the Trustee
may consider necessary or desirable. If the Seller shall not have joined in
such appointment within 15 days after the receipt by it of a request so to do,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor Trustee pursuant to Section 6.06 and no notice of a
successor Trustee pursuant to Section 6.08 and no notice to Certificateholders
of the appointment of any co-trustee or separate trustee shall be required
pursuant to Section 6.08.
Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred upon and exercised or
performed by the Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in
such act), except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed, the Trustee
shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the
holding of title to the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;
(ii) no trustee under this Agreement shall be personally
liable by reason of any act or omission of any other trustee under
this Agreement; and
(iii) the Seller and the Trustee acting jointly may at any
time accept the resignation of or remove any separate trustee or
co-trustee.
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Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Section. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Each such instrument shall be filed with the
Trustee and a copy thereof given to the Seller and the Servicer.
Any separate trustee or co-trustee may at any time appoint the Trustee
its agent or attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on its behalf and in its name. If any separate trustee or co-trustee shall
die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee. Notwithstanding anything to the contrary in this Agreement,
the appointment of any separate trustee or co-trustee shall not relieve the
Trustee of its obligations and duties under this Agreement.
SECTION 6.11. REPRESENTATIONS AND WARRANTIES OF TRUSTEE.
The Trustee makes the following representations and warranties on
which the Seller and Certificateholders may rely:
(i) Organization and Good Standing. The Trustee is a
national banking association organized, existing and in good standing
under the laws of the United States of America.
(ii) Power and Authority. The Trustee has full power,
authority and right to execute, deliver and perform this Agreement and
has taken all necessary action to authorize the execution, delivery
and performance by it of this Agreement.
(iii) Due Execution. This Agreement has been duly executed
and delivered by the Trustee.
(iv) Enforceability. This Agreement constitutes the
legal, valid and binding obligation of the Trustee, enforceable
against it in accordance with its terms except
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as the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting
enforcement of creditors' rights generally and by general principles
of equity.
SECTION 6.12. TAX RETURNS.
The Trustee shall, at the direction of the Servicer and on behalf of
the Seller, prepare or shall cause to be prepared any required federal tax
information returns (in a manner consistent with the treatment of the Investor
Certificates as indebtedness) and shall file and distribute such forms as
required by law. The Servicer shall prepare or cause to be prepared any
federal and state tax returns that may be required with respect to the Trust or
the Trust assets and shall deliver any such returns to the Trustee for
signature at least five days prior to the date such returns are required by law
to be filed.
SECTION 6.13. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
CERTIFICATES.
All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Certificateholders in respect of which such judgment has
been obtained.
SECTION 6.14. SUIT FOR ENFORCEMENT.
If a 1996-B Event of Default shall occur and be continuing under the
Servicing Agreement, as supplemented by the 1996-B Servicing Supplement with
respect to the 1996-B SUBI Portfolio, the Trustee, in its discretion may,
subject to the provisions of Sections 6.01 and 6.02 hereof and Section 11.01(b)
of the 1996-B Servicing Supplement, proceed to protect and enforce its rights
and the rights of the Certificateholders under this Agreement, the Servicing
Agreement and the 1996-B Servicing Supplement by a suit, action or proceeding
in equity or at law or otherwise, whether for the specific performance of any
covenant or agreement contained herein or therein or in aid of the execution of
any power granted herein or therein or for the enforcement of any other legal,
equitable or other remedy as the Trustee, being advised by counsel, shall deem
most effectual to protect and enforce any of the rights of the Trustee or the
Certificateholders.
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SECTION 6.15. RIGHTS OF CERTIFICATEHOLDERS TO DIRECT TRUSTEE.
Holders of Investor Certificates evidencing not less than 25% of the
aggregate Percentage Interest, shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
under this Agreement, or exercising any trust or power conferred on the Trustee
by this Agreement; provided, however, that (a) if any greater Percentage
Interest is required to cause any action to be taken under the Origination
Trust Agreement or the 1996-B SUBI Supplement by the Trustee in its capacity as
a transferee of the 99.8% 1996-B SUBI Certificate, the greater Percentage
Interest shall prevail; (b) subject to Sections 6.01 and 6.02, the Trustee
shall have the right to decline to follow any such direction if the Trustee
being advised by counsel determines that the action so directed may not
lawfully be taken, or if the Trustee in good faith shall, by a Responsible
Officer, determine that the proceedings so directed would be illegal or subject
it to personal liability or be unduly prejudicial to the rights of
Certificateholders not parties to such direction; and (c) nothing in this
Agreement shall impair the right of the Trustee to take any action deemed
proper by the Trustee and which is not inconsistent with such direction by the
Certificateholders.
SECTION 6.16. NO PETITION.
The Trustee covenants and agrees that prior to the date which is one
year and one day after the last date upon which (a) each Class of Investor
Certificates has been paid in full, and (b) all obligations due under any other
Securitized Financing have been paid in full, the Trustee will not institute
against, or join any other Person in instituting against the Seller, World Omni
Lease Securitization, Inc., ALFI, ALFI LP, the Origination Trustee or the
Origination Trust any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law. The foregoing shall not limit the Trustee's right
to file any claim in or otherwise take actions with respect to any such
proceeding instituted by any Person not under such a constraint. This Section
shall survive the termination of this Agreement or the resignation or removal
of the Trustee under this Agreement.
ARTICLE SEVEN
TERMINATION
SECTION 7.01. TERMINATION OF THE TRUST.
(a) The Trust and the respective obligations and responsibilities
of the Seller and the Trustee shall terminate upon the earliest of (i) the
purchase as of any Distribution
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Date by the Seller of the corpus of the Trust as described in Section 7.02
(except that the Trust shall continue solely for the limited purposes set forth
in (b) and (c) below), (ii) the day following the Distribution Date upon which
all Investor Certificates have been paid in full and after which there is no
unreimbursed Class A-1 Certificate Principal Loss Amount, Class A-2 Certificate
Principal Loss Amount, Class A-3 Certificate Principal Loss Amount, Class B
Certificate Principal Loss Amount, Class A-1 Certificate Principal Loss
Interest Amount, Class A-2 Certificate Principal Loss Interest Amount, Class
A-3 Certificate Principal Loss Interest Amount, Class B Certificate Principal
Loss Interest Amount, Class B Certificate Principal Carryover Shortfall or
Class B Certificate Principal Carryover Shortfall Interest Amount or (iii) the
expiration, disposition or termination of the 99.8% 1996-B SUBI Interest;
provided, however, that in no event shall the trust created by this Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of the State of Arkansas,
living on the date of the Agreement. The Seller shall promptly notify the
Trustee and each Rating Agency of any prospective termination of the Trust.
(b) Notice of any termination, specifying the Distribution Date
upon which the Certificateholders may surrender their Certificates to the
Trustee for payment of the final distribution and retirement of the
Certificates, shall be given promptly by the Trustee by letter to
Certificateholders mailed not earlier than the 15th day and not later than the
30th day prior to the date on which such final distribution is expected to
occur specifying (i) the Distribution Date upon which final payment of the
Certificates shall be made upon presentation and surrender of Certificates at
the Corporate Trust Office or such other office of the Trustee therein
specified, (ii) the amount of any such final payment and (iii) if applicable,
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the Corporate Trust Office or such other office of the Trustee
therein specified. The Trustee shall give such notice to the Certificate
Registrar (if other than the Trustee) at the time such notice is given to
Certificateholders. In the event such notice is given, in the case of an
optional purchase of the Trust corpus pursuant to Section 7.02, the Seller
shall deposit the amount specified in Section 7.02. Upon presentation and
surrender of the Certificates, the Trustee shall cause to be distributed to
Certificateholders so surrendering amounts distributable on such Distribution
Date pursuant to Section 3.03. No further interest will accrue with respect to
any Investor Certificate from and after the final Distribution Date with
respect thereto.
(c) In the event that all of the Certificateholders shall not have
surrendered their Certificates for retirement within six
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months after the date specified in the above-mentioned written notice, the
Trustee shall give a second written notice to the remaining Certificateholders
to surrender their Certificates for retirement and receive the final
distribution with respect thereto. If within one year after the second notice
all the Certificates shall not have been surrendered for retirement, the
Trustee may take appropriate steps, or may appoint an agent to take appropriate
steps, to contact the remaining Certificate-holders concerning surrender of
their Certificates, and the cost thereof shall be paid out of the funds and
other assets that remain subject to this Agreement. Any funds remaining in the
Trust after exhaustion of such remedies shall be distributed by the Trustee to
the United Way.
SECTION 7.02. OPTIONAL PURCHASE OF 99.8% 1996-B SUBI INTEREST.
(a) On each Distribution Date following the last day of a
Collection Period as of which the Certificate Balance shall be less than or
equal to ten percent (10%) of the Initial Certificate Balance, the Seller shall
have the option to purchase the Investor Certificateholders' interest in the
corpus of the Trust. To exercise such option, the Seller shall notify the
Trustee and the Servicer, in writing, no later than the tenth day of the month
preceding the month in which the Distribution Date as of which such purchase is
to be effected and shall deposit in the Distribution Account an amount equal to
the greater of (i) 99.8% of the Aggregate Net Investment Value as of the last
day of the related Collection Period, and (ii) the sum of (A) the Certificate
Balance, (B) the accrued and unpaid Class A-1 Interest Distributable Amount,
Class A-2 Interest Distributable Amount, Class A-3 Interest Distributable
Amount and Class B Interest Distributable Amount, (C) any accrued and unpaid
Class A-1 Interest Carryover Shortfall, Class A-2 Interest Carryover Shortfall,
Class A-3 Interest Carryover Shortfall and Class B Interest Carryover
Shortfall, (D) any unpaid Class A-1 Certificate Principal Loss Amount, unpaid
Class A-2 Certificate Principal Loss Amount, unpaid Class A-3 Certificate
Principal Loss Amount, unpaid Class B Certificate Principal Loss Amount and
unpaid Class B Certificate Principal Carryover Shortfall, and (E) any accrued
and unpaid Class A-1 Certificate Principal Loss Interest Amount, unpaid Class
A-2 Certificate Principal Loss Interest Amount, unpaid Class A-3 Certificate
Principal Loss Interest Amount, unpaid Class B Certificate Principal Loss
Interest Amount and Class B Certificate Principal Carryover Shortfall Interest
Amount through the day preceding the final Distribution Date. The Seller also
shall pay to the Servicer the aggregate amount of any unreimbursed Advances.
Thereupon the Seller shall succeed to all of the Investor Certificateholders'
interests in and to the Trust corpus.
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(b) The Investor Certificateholders' interest in the corpus of the
Trust may only be purchased pursuant to this Section 7.02 if the Trustee and
each Rating Agency receives an Opinion of Counsel from the Seller's counsel to
the effect that such purchase would not constitute a fraudulent conveyance, or
each Rating Agency is otherwise satisfied (as evidenced by written notice from
each to the Trustee).
ARTICLE EIGHT
EARLY AMORTIZATION EVENTS
SECTION 8.01. EARLY AMORTIZATION EVENTS.
If any one of the following events shall occur during the Revolving
Period:
(a) failure on the part of the Servicer (i) to make any
payment or deposit required with respect to the 1996-B SUBI, the 99.8%
1996-B SUBI Interest, or the Investor Certificates under this
Agreement, the Origination Trust Agreement or the 1996-B SUBI
Supplement, or the Servicing Agreement or the 1996-B Servicing
Supplement, on or before the date occurring five Business Days after
the payment or deposit is required to be made, or (ii) to deliver a
Servicer's Certificate within ten Business Days after any
Determination Date;
(b) failure on the part of the Seller or the Servicer
duly to observe or perform in any material respect any other
covenants or agreements of the Seller or the Servicer set forth in
this Agreement, the Origination Trust Agreement or the 1996-B SUBI
Supplement, or the Servicing Agreement or the 1996-B Servicing
Supplement, which failure materially and adversely affects the rights
of the holder of the 99.8% 1996-B SUBI Interest or of the Investor
Certificateholders and which continues unremedied and continues to
affect materially and adversely the rights of the holder of the 99.8%
1996-B SUBI Interest or of the Investor Certificateholders for a
period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, is given (i) to the
Seller or the Servicer, as the case may be, by the Trustee or the
Origination Trustee, or (ii) to the Seller or the Servicer, as the
case may be, and to the Trustee by the Holders of Investor
Certificates evidencing not less than 25% of the aggregate Percentage
Interest;
(c) any representation or warranty made by ALFI LP in the
SUBI Certificate Agreement, by the Seller in this Agreement, or the
representation and warranty made by the Servicer in Section 8.01(c)
of the 1996-B Servicing Supplement or any certificate given pursuant to
Section
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8.02(b) of the 1996-B Servicing Supplement, shall prove to have been
incorrect in any material respect when made or given, as a result of
which the interests of the holder of the 99.8% 1996-B SUBI Interest or
of the Investor Certificateholders are materially and adversely
affected and which continues to be incorrect in any material respect
and continues to affect materially and adversely affect the interests
of the holder of the 99.8% 1996-B SUBI Interest or of the
Certificateholders for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, is
given (i) to ALFI LP, the Seller or the Servicer, as the case may be,
by the Trustee or the Origination Trustee, or (ii) to ALFI LP, the
Seller or the Servicer, as the case may be, and to the Trustee by the
Holders of Investor Certificates evidencing not less than 25% of the
aggregate Percentage Interest; provided, however, that an Early
Amortization Event pursuant to this subparagraph (b) shall not be
deemed to have occurred hereunder if the Servicer has made the deposit
contemplated by Section 8.03 of the 1996-B Servicing Supplement and has
reallocated the relevant 1996-B Lease and 1996-B Leased Vehicle to the
UTI Portfolio within the time provided therefor;
(d) the Seller shall file a petition commencing a
voluntary case under any chapter of the Federal bankruptcy laws; or
the Seller shall file a petition or answer or consent seeking
reorganization, arrangement, adjustment, or composition under any
other similar applicable Federal law, or shall consent to the filing
of any such petition, answer, or consent; or the Seller shall appoint,
or consent to the appointment of a custodian, receiver, liquidator,
trustee, assignee, sequestrator or other similar official in
bankruptcy or insolvency of it or of any substantial part of its
property, or shall make an assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts generally as
they become due;
(e) any order for relief against the Seller shall have
been entered by a court having jurisdiction in the premises under any
chapter of the Federal bankruptcy laws; or a decree or order by a
court having jurisdiction in the premises shall have been entered
approving as properly filed a petition seeking reorganization,
arrangement, adjustment, or composition of the Seller under any other
similar applicable Federal law; or a decree or order of a court having
jurisdiction in the premises for the appointment of a custodian,
receiver, liquidator, trustee, assignee, sequestrator or other similar
official in bankruptcy or insolvency of the Seller or of any
substantial part of its property, or for the winding up or liquidation
of its affairs, shall have been entered;
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(f) any Lien, other than Liens permitted under this Agreement,
the Origination Trust Agreement or the 1996-B SUBI Supplement, the
Servicing Agreement or the 1996-B Servicing Supplement, or the Backup
Security Agreement, shall be created on or extend to or otherwise
arise upon or burden the 99.8% 1996-B SUBI Interest, the 99.8% 1996-B
SUBI Certificate, or the 1996-B Leases or 1996-B Leased Vehicles, or
any part thereof or any interest therein or the proceeds thereof, and
not be released or bonded over within 60 days thereafter;
(g) the 0.2% interest in the 1996-B SUBI held by the Seller or
the SUBI Certificate evidencing such interest is transferred, or any
Lien, other than Liens permitted under this Agreement, the Origination
Trust Agreement or the 1996-B SUBI Supplement, the Servicing Agreement
or the 1996-B Servicing Supplement, or the Backup Security Agreement,
shall be created on or extend to or otherwise arise upon or burden
such 0.2% interest or SUBI Certificate, or any part thereof or any
interest therein or the proceeds thereof, and not be released or
bonded over within 30 days thereafter;
(h) the Seller, the Trust or the Origination Trust shall
become subject to registration as an "investment company" under the
Investment Company Act;
(i) on the twenty-fifth calendar day of any calendar month the
aggregate amount of Principal Collections collected through the last
day of the related Collection Period that have not been reinvested in
new 1996-B Leases and 1996-B Leased Vehicles, as contemplated by
Section 11.02 of the 1996-B SUBI Supplement, exceeds $1,000,000;
(j) a 1996-B Event of Default has occurred; or
(k) on any Distribution Date the aggregate amount withdrawn
from the Reserve Fund and deposited in the Distribution Account on or
prior to such Distribution Date (without reference to any subsequent
deposits to the Reserve Fund from any source) exceeds $_________;
then (but in the case of any event described in subparagraph (a), (b), (c), (f)
or (g) after any applicable grace period) an early amortization event (an
"Early Amortization Event") shall have occurred.
SECTION 8.02. ADDITIONAL RIGHTS UPON THE OCCURRENCE OF CERTAIN
EVENTS.
(a) Following the occurrence of an Early Amortization Event
described in Section 8.01(d) or (e) (such event, an "Insolvency
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Event"), the Seller shall promptly give notice to the Trustee of such
Insolvency Event. Within 15 days of the receipt by the Trustee of the notice,
the Trustee may and, upon receipt of a notice from Investor Certificateholders
evidencing more than 51% of the aggregate Percentage Interest of the Class A
Certificates or 51% of the aggregate Percentage Interests of the Class A
Certificates and the Class B Certificates (voting together as a single class),
shall (i) publish a notice in Authorized Newspapers that an Insolvency Event
has occurred and that the Trustee intends to sell, dispose of or otherwise
liquidate the 99.8% 1996-B SUBI Interest, the 99.8% 1996-B SUBI Certificate and
the other property of the Trust in a commercially reasonable manner. Following
such publication, the Trustee shall, unless otherwise prohibited by applicable
law from any such action, sell, dispose of, or otherwise liquidate the 99.8%
1996-B SUBI Interest, the 99.8% 1996-B SUBI Certificate and the other property
of the Trust, in a commercially reasonable manner and on commercially
reasonable terms, which shall include the solicitation of competitive bids, and
shall proceed to consummate the sale, liquidation or disposition thereof as
provided above with the highest bidder; provided, however, that such sale,
disposition or other liquidation shall not be made without the consent of all
Holders of Investor Certificates if a net loss would be realized. The Seller
and the Servicer shall be permitted to bid for the Trust property. The Trustee
may obtain a prior determination from the conservator, receiver, or trustee in
bankruptcy of the Seller that the terms and manner of any proposed sale,
disposition or liquidation are commercially reasonable. The provisions of
Sections 8.01 and 8.02 shall not be deemed to be mutually exclusive.
(b) The proceeds from the sale, disposition or liquidation of the
99.8% 1996-B SUBI Interest, the 99.8% 1996-B SUBI Certificate and the other
property of the Trust pursuant to Section 8.02(a) above, net of expenses
incurred in such sale, disposition or liquidation, shall be treated as
Principal Collections and Interest Collections received during the Amortization
Period; provided that such Principal Collections, will be distributed, first,
on a pro rata basis, to the Class A-1 Certificateholders, the Class A-2
Certificateholders and the Class A-3 Certificateholders based on their
respective Certificate Balances, and second, to the Class B Certificateholders;
further provided that the Servicer on behalf of the Trustee shall determine
conclusively without liability for such determination the amount of such
proceeds which are allocable to Interest Collections and the amount of such
proceeds which are allocable to Principal Collections. On the day following
the Distribution Date on which such proceeds are distributed to the Investor
Certificateholders, the Trust shall terminate.
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ARTICLE NINE
MISCELLANEOUS PROVISIONS
SECTION 9.01. AMENDMENT.
(a) This Agreement and the other Transaction Documents may be
amended by the respective parties thereto, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein, to add, change or eliminate any other provisions
hereof or thereof with respect to matters or questions arising hereunder or
thereunder that shall not be inconsistent with the provisions hereof or
thereof, or to add or amend any provision therein in connection with permitting
transfers of the Class B Certificates; provided, however, that any such action
shall not, in the good faith judgment or the parties hereto or thereto,
adversely affect in any material respect the interests of the
Certificateholders and the Origination Trustee and the Trustee shall have
received an Opinion of Counsel to the effect that such action shall not affect
the legal interests or positions of the Certificate-holders.
(b) This Agreement and the other Transaction Documents may also be
amended from time to time by the respective parties hereto or thereto including
with respect to (i) changing the formula for determining the Reserve Fund Cash
Requirement and/or the Reserve Fund Supplemental Requirement (including
changing the Reserve Fund Tests or the Cure Period) which change would result
in a decrease in the amount of the Reserve Fund Cash Requirement and/or the
Reserve Fund Supplemental Requirement, (ii) changing the manner by which the
Reserve Fund or the Residual Value Surplus Account is funded, which changes
could include borrowings by the Seller to fund all or a portion of the Reserve
Fund Initial Deposit (which borrowings would be payable from assets or cash
flow otherwise payable to the Seller), (iii) the need for the Residual Value
Surplus Account, (iv) changing the remittance schedule for collection deposits
in the Distribution Account, or (v) changing the definition of "Permitted
Investments"), if either (A) the Trustee has been furnished with a letter from
each Rating Agency to the effect that such amendment would not cause its
then-current rating of any Rated Certificate to be qualified, reduced or
withdrawn, or (B) the Trustee has received the consent of the Holders of
Investor Certificates representing not less than 51% of the aggregate
Percentage Interests (which consent of any Holder of an Investor Certificate
given pursuant to this Section or pursuant to any other provision of this
Agreement shall be conclusive and binding on such Holder and on all future
Holders of such Investor Certificate and of any Investor Certificate issued
upon the transfer thereof or in exchange thereof or in lieu thereof whether or
not notation of such consent is made upon the Investor Certificate); provided,
however, that no such amendment shall (x) except as otherwise
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provided in Section 9.01(a), increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on the 1996-B SUBI
or any 1996-B SUBI Certificate or distributions that shall be required to be
made on any Investor Certificate or the applicable Certificate Rate or (y)
reduce the aforesaid percentage of the aggregate Percentage Interest of the
Investor Certificates of each Class required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding.
(c) The Trustee shall provide each Rating Agency prior notice of
any proposed amendment hereto, whether or not such amendment requires its
approval. Any notice of any such amendment or modification as to which notice
is required to be given to any Rating Agency shall contain both the substance
and substantial form of the proposed amendment or modification.
(d) Promptly after the execution of any such amendment or consent,
the Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder. It shall not be necessary for
the consent of Certificateholders pursuant to Section 9.01(b) to approve the
particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization by
Certificateholders of the execution thereof shall be subject to such reasonable
requirements as the Trustee may prescribe.
(e) Prior to the execution of any amendment to this Agreement, the
Trustee shall be entitled to receive and rely upon an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this
Agreement. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's own rights, duties or immunities under
this Agreement or otherwise.
SECTION 9.02. PROTECTION OF TITLE TO TRUST.
(a) The Seller shall execute and file, or cause to be executed and
filed, such financing statements and such continuation and other statements,
all in such manner and in such places as may be required by law fully to
preserve, maintain and protect the interest of the Certificateholders and the
Trustee under this Agreement in the 99.8% 1996-B SUBI Interest, the 99.8%
1996-B SUBI Certificate and in the proceeds thereof. The Seller shall deliver
(or cause to be delivered) to the Trustee file-stamped copies of, or filing
receipts for, any document filed as provided above, as soon as available
following such filing.
(b) The Seller shall not change its name, identity or partnership
structure in any manner that would, could or might
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make any financing statement or continuation statement filed by the Seller in
accordance with paragraph (a) above seriously misleading within the meaning of
Section 9-402(7) of the UCC, unless it shall have given the Trustee written
notice thereof and shall have promptly filed appropriate amendments to all
previously filed financing statements or continuation statements.
(c) The Seller shall give the Trustee prior written notice of any
relocation of its principal executive office if, as a result of such
relocation, the applicable provisions of the UCC would require the filing of
any amendment of any previously filed financing or continuation statement or of
any new financing statement and shall promptly make any such filing.
(d) The Seller shall deliver to the Trustee promptly after the
execution and delivery of each amendment to this Agreement, an Opinion of
Counsel either (i) stating that, in the opinion of such Counsel, all financing
statements and continuation statements have been executed and filed that are
necessary fully to preserve and protect the interest of the Trustee in the
99.8% 1996-B SUBI Interest, and reciting the details of such filings or
referring to prior Opinions of Counsel in which such details are given, or (ii)
stating that, in the opinion of such Counsel, no such action is necessary to
preserve and protect such interest.
(e) The Seller shall, to the extent required by applicable law,
cause the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3
Certificates to be registered with the Commission pursuant to Section 12(b) or
Section 12(g) of the Exchange Act within the time periods specified in such
Sections.
(f) This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
all of which counterparts shall constitute but one and the same instrument.
SECTION 9.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
(a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties to this Agreement or any of them.
(b) No Certificateholder shall have any right to vote (except as
provided in Section 9.01) or in any manner otherwise control the operation and
management of the Trust, or the obligations of the parties to this Agreement,
nor shall anything set forth in this Agreement, or contained in the terms of
the
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Certificates, be construed so as to constitute the Certificate-holders from
time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action pursuant to any provision of this Agreement.
(c) No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action, or proceeding in equity or at law upon or under or with respect to this
Agreement or any other Transaction Document, unless such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
Investor Certificates evidencing not less than 25% of the aggregate Percentage
Interest, shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee under this Agreement and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses, and liabilities to be incurred therein or thereby,
and the Trustee, for 30 days after its receipt of such notice, request and
offer of indemnity, shall have neglected or refused to institute any such
action, suit, or proceeding and during such 30-day period, no request or waiver
inconsistent with such written request has been given to the Trustee pursuant
to this Section; it being understood and intended, and being expressly
covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates shall have any right in
any manner whatever by virtue or by availing itself or themselves of any
provisions of this Agreement or any other Transaction Document to affect,
disturb, or prejudice the rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Agreement or any other
Transaction Document, except in the manner provided in this Agreement and for
the equal, ratable, and common benefit of all Certificateholders. For the
protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
SECTION 9.04. GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ANY OTHERWISE
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 9.05. NOTICES.
All demands, notices and communications under this Agreement shall be
in writing, personally delivered or mailed by certified
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mail, return receipt requested, and shall be deemed to have been duly given
upon receipt (i) in the case of the Seller, to the agent for service as
specified in this Agreement, or at such other address as shall be designated by
the Seller in a written notice to the Trustee; (ii) in the case of the Trustee,
at the Corporate Trust Office; (iii) in the case of Standard & Poor's, at ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Asset Backed
Surveillance Department; and (iv) in the case of ▇▇▇▇▇'▇, at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ABS Monitoring Department. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder shall receive such notice.
SECTION 9.06. SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement 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 Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 9.07. ASSIGNMENT.
Notwithstanding anything to the contrary contained in this Agreement,
except as provided in Section 5.03, this Agreement may not be assigned by the
Seller without the prior written consent of Holders of Investor Certificates
evidencing not less than 51% of the aggregate Percentage Interest.
SECTION 9.08. CERTIFICATES NONASSESSABLE AND FULLY PAID.
Except as provided in Section 5.02(b) with regard to the Seller,
Certificateholders shall not be personally liable for obligations of the Trust.
The interests represented by the Certificates shall be nonassessable for any
losses or expenses of the Trust or for any reason whatsoever, and, upon the
execution and authentication thereof by the Trustee pursuant to Section 4.02,
4.03 or 4.04, the Certificates are and shall be deemed fully paid.
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ARTICLE TEN
AGENT FOR SERVICE
SECTION 10.01. AGENT FOR SERVICE OF SELLER.
The agent for service of process for the Seller shall be its
Treasurer, at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
SECTION 10.02. AGENT OF TRUSTEE.
The Trustee shall maintain an office or offices or agency or agencies
where notices and demands to or upon the Trustee in respect of the Certificates
and this Agreement may be served. The initial such office shall be the
Corporate Trust Office. The Trustee shall give prompt written notice to the
Seller, the Servicer and to Certificateholders of any change in the location of
the Certificate Register or any such office or agency. Certificates shall be
surrendered for transfer or exchange not at this office, but as set forth in
Section 4.07.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers as of the day and year first above
written.
WORLD OMNI LEASE SECURITIZATION
L.P., as Seller
By: World Omni Lease Securitization,
Inc., its general partner
By: ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Assistant Treasurer
FIRST BANK NATIONAL ASSOCIATION, as Trustee
By: ___________________________________
Name: _________________________________
Title: ________________________________
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EXHIBIT A-1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
WORLD OMNI 1996-B AUTOMOBILE LEASE SECURITIZATION TRUST
____% AUTOMOBILE LEASE ASSET BACKED CERTIFICATE, CLASS A-1
evidencing a percentage interest in the distributions allocable to the
Investor Certificates, as defined below, evidencing an undivided
interest in the Trust, as defined below, the property of which
includes, among other things, a 99.8% interest in a special unit of
beneficial interest (the "99.8% 1996-B SUBI Interest") in World Omni
LT, an Alabama trust, which 99.8% SUBI Interest represents a
beneficial interest in a pool of retail lease contracts for new and
used automobiles and light duty trucks (and the related automobiles
and light-duty trucks) entered into by various automobile and light
duty truck dealers pursuant to contractual arrangements with World
Omni Financial Corp. and thereafter assigned to World Omni LT, and
which 99.8% 1996-B SUBI Interest was originally issued to Auto Lease
Finance L.P. and then sold to World Omni Lease Securitization L.P. and
then to the Trust.
(This Certificate does not represent an obligation of, or an interest
in, Auto Lease Finance, Inc., Auto Lease Finance L.P., World Omni
Lease Securitization, Inc., World Omni Lease Securitization L.P.,
World Omni LT, World Omni Financial Corp., or any of their respective
affiliates.)
Aggregate Denominations of
all Class A-1 Certificates: CUSIP # _________
$___________
Number A-1-__ Denomination: $___________
A-1-1
88
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
__________________________ ($___________) nonassessable, fully-paid, fractional
undivided interest in the World Omni 1996-B Automobile Lease Securitization
Trust (the "Trust") formed by World Omni Lease Securitization L.P., a Delaware
limited partnership, as Seller (the "Seller"). The Trust was created pursuant
to a Securitization Trust Agreement dated as of October 1, 1996 (the
"Agreement"), between the Seller and First Bank National Association, a
national banking association (successor trustee to Bank of America Illinois, an
Illinois banking corporation), as trustee (the "Trustee"). A summary of
certain of the pertinent provisions of the Agreement is set forth below. To
the extent not otherwise defined herein, the capitalized terms used herein have
the meanings assigned to them in the Agreement.
This Certificate is one of the duly authorized Certificates issued
under the Agreement and designated as "World Omni 1996-B Automobile Lease
Securitization Trust ____% Automobile Lease Asset Backed Certificates, Class
A-1" (the "Class A-1 Certificates"). Also issued under the Agreement are
Certificates designated as "World Omni 1996-B Automobile Lease Securitization
Trust ____% Automobile Lease Asset Backed Certificates, Class A-2" (the "Class
A-2 Certificates"), Certificates designated as "World Omni 1996-B Automobile
Lease Securitization Trust ____% Automobile Lease Asset Backed Certificates,
Class A-3" (the "Class A-3 Certificates" and, together with the Class A-1
Certificates and the Class A-2 Certificates, the "Class A Certificates"),
Certificates designated as "World Omni 1996-B Automobile Lease Securitization
Trust ____% Automobile Lease Asset Backed Certificates, Class B" (the "Class B
Certificates" and, together with the Class A Certificates, the "Investor
Certificates") and a Certificate designated as the "World Omni 1996-B
Automobile Lease Securitization Trust Asset Backed Seller Certificate" (the
"Seller Certificate" and, together with the Investor Certificates, the
"Certificates"). The Class B Certificates are subordinated to the Class A
Certificates and the Seller Certificate is subordinated to the Investor
Certificates to the extent described in the Agreement. This Class A-1
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class A-1
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
The property of the Trust includes, among other things, a 99.8%
interest in a special unit of beneficial interest (the "99.8% 1996-B SUBI
Interest") in World Omni LT, an Alabama trust (the "Origination Trust"), which
99.8% 1996-B SUBI Interest represents a beneficial interest in a pool of retail
automobile and light duty truck lease contracts ("Leases") and the new and used
automobiles and light duty trucks leased thereby ("Leased Vehicles") (such pool
of Leases and Leased Vehicles, the "1996-B SUBI Portfolio") entered into by
various automobile and light
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duty truck dealers pursuant to contractual arrangements with World Omni
Financial Corp., which also acts as servicer (in that capacity, the "Servicer")
of the 1996-B SUBI Portfolio. During the Revolving Period, Principal
Collections allocable to the 99.8% 1996-B SUBI Interest generally will be
applied towards the allocation to the 1996-B SUBI Portfolio of additional
qualifying Leases and Leased Vehicles from among all other unallocated Leases
and Leased Vehicles owned by the Origination Trust.
Under the Agreement, there will be distributed on the fifteenth day of
each month or, if such fifteenth is not a Business Day, the next succeeding
Business Day (each, a "Distribution Date"), commencing on November 15, 1996, to
the Person in whose name this Class A-1 Certificate is registered at the close
of business on the last calendar day immediately preceding the related
Distribution Date or, if Definitive Certificates are issued, the last day of
the immediately preceding calendar month (each a "Record Date"), such Class A-1
Certificateholder's percentage interest in (i) the Class A-1 Distributable
Amount for such Distribution Date and (ii) the amount of any repayment of any
outstanding Class A-1 Interest Carryover Shortfall, Class A-1 Loss Amounts,
Class A-1 Certificate Principal Loss Amounts and Class A-1 Certificate
Principal Loss Interest Amounts being made on such Distribution Date, all to
the extent and as more specifically set forth in the Agreement. To the extent
provided in the Agreement, no principal payments shall be made in respect of
the Class A-2 Certificates until the Class A-1 Certificates have been paid in
full, and no principal payments shall be made in respect of the Class A-3
Certificates or the Class B Certificates until the Class A-2 Certificates have
been paid in full.
Distributions on this Class A-1 Certificate will be made by the
Trustee by check mailed to the Class A-1 Certificateholder of record in the
Certificate Register without the presentation or surrender of this Class A-1
Certificate or the making of any notation hereon except that with respect to
Class A-1 Certificates registered in the name of Cede & Co., the nominee for
The Depository Trust Company, distributions will be made in the form of
immediately available funds. Except as otherwise provided in the Agreement and
notwithstanding the foregoing, the final distribution on this Class A-1
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Class A-1
Certificate at the Corporate Trust Office of the Trustee.
It is the intention of the Seller and the Holders of Investor
Certificates that the Investor Certificates will be indebtedness for federal,
state and local income and franchise tax purposes and for purposes of any other
tax imposed on or measured by income. The Seller, the Trustee and the Holder
of
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this Certificate (or Certificate Owner) by acceptance of this Certificate (or,
in the case of a Certificate Owner, by virtue of such Certificate Owner's
acquisition of a beneficial interest herein) agree to treat the Investor
Certificates (or beneficial interests therein), for purposes of federal, state
and local income or franchise taxes and any other tax imposed on or measured by
income, as indebtedness and to report the transactions contemplated by the
Agreement on all applicable tax returns in a manner consistent with such
treatment. Each Holder of this Certificate agrees that it will cause any
Certificate Owner acquiring an interest in this Certificate through it to
comply with the Agreement as to treatment as indebtedness for federal, state
and local income and franchise tax purposes and for purposes of any other tax
imposed on or measured by income.
By accepting this Certificate, the Holder hereof (and each Certificate
Owner with respect hereto, by virtue of such Certificate Owner's acquisition of
a beneficial interest herein) waives any claim to any proceeds or assets of the
Origination Trustee and to all assets of the Origination Trust other than those
from time to time included within the 1996-B SUBI Portfolio as 1996-B SUBI
Assets and those proceeds or assets derived from or earned by such 1996-B SUBI
Assets.
In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Class A-1 Certificates do not evidence
indebtedness of the Seller for all income and franchise tax purposes, but
rather represent an equity interest in the assets of the Trust, then the
Holder (and each Certificate Owner hereof with respect hereto by virtue of
acquiring a beneficial interest herein), agrees (i) to treat such Certificates,
together with the Seller Certificate, as representing an interest in a
partnership for all tax purposes, (ii) to treat all payments in respect of
such Certificates (to the extent not a return of capital) as a "guaranteed
payment" thereon made pursuant to Section 707(c) of the Code, and (iii) to
allocate all other items of income, gain, deduction, loss or credit with
respect to the assets and operations of the Trust to the Seller.
The Certificates do not represent an obligation of, or an interest in,
the Seller, the Servicer, the Origination Trust or any of their respective
affiliates. The Certificates are limited in right of payment to certain
collections and recoveries respecting the 99.8% 1996-B SUBI Interest and 99.8%
1996-B SUBI Certificate and certain monies on deposit in the Reserve Fund, the
Residual Value Surplus Account and in certain other accounts established for
the benefit of the Certificateholders, in each case 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 Corporate Trust Office of the
Trustee, and
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at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the Seller and the Trustee. In certain limited circumstances, the
Agreement may only be amended with the consent of the Holders of Investor
Certificates evidencing not less than 51% of the aggregate Percentage Interest
of all Investor Certificates, voting together as a single class. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office of the Trustee in its capacity as
Certificate Registrar, or by any successor Certificate Registrar or at the
offices of the agent of the Trustee who shall initially be First Trust of New
York, National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, in the Borough of Manhattan, The City of New York, accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Class A-1
Certificates of authorized denominations and of a like aggregate fractional
undivided interest will be issued to the designated transferee.
The Class A-1 Certificates are issuable only as registered
Certificates without coupons in denominations of $1,000 and integral multiples
thereof (except for one Class A-1 Certificate in a smaller minimum denomination
representing any remaining portion of the Initial Class A-1 Certificate
Balance). As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class, of authorized denominations of a like aggregate principal amount,
as requested by the Holder surrendering the same. No service charge will be
made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or governmental charges
payable in connection therewith.
Prior to due presentation of this Certificate for registration of
transfer, the Trustee, the Certificate Registrar and any of their respective
agents may treat the Person in whose
A-1-5
92
name this Class A-1 Certificate is registered as the owner hereof for the
purpose of receiving distributions and for all other purposes, and neither the
Trustee, the Certificate Registrar nor any such agent shall be affected by any
notice to the contrary.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the payment to Investor
Certificateholders of all amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held as part of the Trust. The
Seller may at its option purchase the corpus of the Trust at a price specified
in the Agreement, and such purchase of the 99.8% 1996-B SUBI Interest and 99.8%
1996-B SUBI Certificate and other property of the Trust will effect early
retirement of the Certificates; provided, however, such right of purchase is
exercisable only on the Distribution Date following the last day of a
Collection Period as of which the Certificate Balance shall be less than or
equal to ten percent (10%) of the Initial Certificate Balance.
By accepting this Certificate, the Holder hereof (and each Certificate
Owner with respect hereto, by virtue of acquiring a beneficial interest herein)
covenants and agrees that prior to the date which is one year and one day after
the last date upon which (a) each Class of Investor Certificates has been paid
in full, and (b) all obligations due under any other Securitized Financing have
been paid in full, the Holder and/or Certificate Owner will not institute
against, or join any other Person in instituting against the Seller, World Omni
Lease Securitization, Inc., ALFI, ALFI LP, the Origination Trustee or the
Origination Trust any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law. The foregoing shall not limit the Holder's and/or
Certificate Owner's right to file any claim in or otherwise take actions with
respect to any such proceeding instituted by any Person not under such a
constraint. This non-petition covenant shall survive the termination of the
Agreement.
Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Trustee, by manual signature, this
Class A-1 Certificate shall not entitle the Holder hereof to any benefit under
the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this Class A-1 Certificate to be duly executed.
Dated: October __, 1996 WORLD OMNI 1996-B AUTOMOBILE
LEASE SECURITIZATION TRUST
FIRST BANK NATIONAL ASSOCIATION, as
Trustee
A-1-6
93
(SEAL)
By: ______________________________
ATTEST: Authorized Officer
__________________________
Authorized Officer
A-1-7
94
This is one of the Class A-1 Certificates referred
to in the within-mentioned Agreement.
FIRST BANK NATIONAL ASSOCIATION, as
Trustee
By: __________________________
A-1-8
95
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
_______________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)
_______________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________________________________________________
Attorney to transfer said Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.
Dated:
*
__________________________________________________
Signature Guaranteed:
*
__________________________________________________
* NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of The New York Stock Exchange, Inc. or a
commercial bank or trust company.
A-1-9
96
EXHIBIT A-2
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
WORLD OMNI 1996-B AUTOMOBILE LEASE SECURITIZATION TRUST
____% AUTOMOBILE LEASE ASSET BACKED CERTIFICATE, CLASS A-2
evidencing a percentage interest in the distributions allocable to the
Investor Certificates, as defined below, evidencing an undivided
interest in the Trust, as defined below, the property of which includes,
among other things, a 99.8% interest in a special unit of beneficial
interest (the "99.8% 1996-B SUBI Interest") in World Omni LT, an Alabama
trust, which 99.8% SUBI Interest represents a beneficial interest in a
pool of retail lease contracts for new and used automobiles and light
duty trucks (and the related automobiles and light-duty trucks) entered
into by various automobile and light duty truck dealers pursuant to
contractual arrangements with World Omni Financial Corp. and thereafter
assigned to World Omni LT, and which 99.8% 1996-B SUBI Interest was
originally issued to Auto Lease Finance L.P. and then sold to World Omni
Lease Securitization L.P. and then to the Trust.
(This Certificate does not represent an obligation of, or an interest
in, Auto Lease Finance, Inc., Auto Lease Finance L.P., World Omni Lease
Securitization, Inc., World Omni Lease Securitization L.P., World Omni
LT, World Omni Financial Corp., or any of their respective affiliates.)
Aggregate Denominations of
all Class A-2 Certificates: CUSIP # _________
$___________
Number A-2-__ Denomination: $___________
A-2-1
97
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
___________________________ ($___________) nonassessable, fully-paid,
fractional undivided interest in the World Omni 1996-B Automobile Lease
Securitization Trust (the "Trust") formed by World Omni Lease Securitization
L.P., a Delaware limited partnership, as Seller (the "Seller"). The Trust was
created pursuant to a Securitization Trust Agreement dated as of October 1,
1996 (the "Agreement"), between the Seller and First Bank National Association,
a national banking association (successor trustee to Bank of America Illinois,
an Illinois banking corporation), as trustee (the "Trustee"). A summary of
certain of the pertinent provisions of the Agreement is set forth below. To
the extent not otherwise defined herein, the capitalized terms used herein have
the meanings assigned to them in the Agreement.
This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "World Omni 1996-B Automobile Lease
Securitization Trust ____% Automobile Lease Asset Backed Certificates, Class
A-2" (the "Class A-2 Certificates"). Also issued under the Agreement are
Certificates designated as "World Omni 1996-B Automobile Lease Securitization
Trust ____% Automobile Lease Asset Backed Certificates, Class A-1" (the "Class
A-1 Certificates"), Certificates designated as "World Omni 1996-B Automobile
Lease Securitization Trust ____% Automobile Lease Asset Backed Certificates,
Class A-3" (the "Class A-3 Certificates" and, together with the Class A-2
Certificates and the Class A-1 Certificates, the "Class A Certificates"),
Certificates designated as "World Omni 1996-B Automobile Lease Securitization
Trust ____% Automobile Lease Asset Backed Certificates, Class B" (the "Class B
Certificates" and, together with the Class A Certificates, the "Investor
Certificates") and a Certificate designated as the "World Omni 1996-B
Automobile Lease Securitization Trust Asset Backed Seller Certificate" (the
"Seller Certificate" and, together with the Investor Certificates, the
"Certificates"). The Class B Certificates are subordinated to the Class A
Certificates and the Seller Certificate is subordinated to the Investor
Certificates to the extent described in the Agreement. This Class A-2
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class A-2
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
The property of the Trust includes, among other things, a 99.8% interest
in a special unit of beneficial interest (the "99.8% 1996-B SUBI Interest") in
World Omni LT, an Alabama trust (the "Origination Trust"), which 99.8% 1996-B
SUBI Interest represents a beneficial interest in a pool of retail automobile
and light duty truck lease contracts ("Leases") and the new and used
automobiles and light duty trucks leased thereby ("Leased Vehicles") (such pool
of Leases and Leased Vehicles, the "1996-B SUBI Portfolio") entered into by
various automobile and light
A-2-2
98
duty truck dealers pursuant to contractual arrangements with World Omni
Financial Corp., which also acts as servicer (in that capacity, the "Servicer")
of the 1996-B SUBI Portfolio. During the Revolving Period, Principal
Collections allocable to the 99.8% 1996-B SUBI Interest generally will be
applied towards the allocation to the 1996-B SUBI Portfolio of additional
qualifying Leases and Leased Vehicles from among all other unallocated Leases
and Leased Vehicles owned by the Origination Trust.
Under the Agreement, there will be distributed on the fifteenth day of
each month or, if such fifteenth is not a Business Day, the next succeeding
Business Day (each, a "Distribution Date"), commencing on November 15, 1996, to
the Person in whose name this Class A-2 Certificate is registered at the close
of business on the last calendar day immediately preceding the related
Distribution Date or, if Definitive Certificates are issued, the last day of
the immediately preceding calendar month (each a "Record Date"), such Class A-2
Certificateholder's percentage interest in (i) the Class A-2 Distributable
Amount for such Distribution Date and (ii) the amount of any repayment of any
outstanding Class A-2 Interest Carryover Shortfall, Class A-2 Loss Amounts,
Class A-2 Certificate Principal Loss Amounts and Class A-2 Certificate
Principal Loss Interest Amounts being made on such Distribution Date, all to
the extent and as more specifically set forth in the Agreement. To the extent
provided in the Agreement, no principal payments shall be made in respect of
the Class A-2 Certificates until the Class A-1 Certificates have been paid in
full, and no principal payments shall be made in respect of the Class A-3
Certificates or the Class B Certificates until the Class A-2 Certificates have
been paid in full.
Distributions on this Class A-2 Certificate will be made by the Trustee
by check mailed to the Class A-2 Certificateholder of record in the Certificate
Register without the presentation or surrender of this Class A-2 Certificate or
the making of any notation hereon except that with respect to Class A-2
Certificates registered in the name of Cede & Co., the nominee for The
Depository Trust Company, distributions will be made in the form of immediately
available funds. Except as otherwise provided in the Agreement and
notwithstanding the foregoing, the final distribution on this Class A-2
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Class A-2
Certificate at the Corporate Trust Office of the Trustee.
It is the intention of the Seller and the Holders of Investor
Certificates that the Investor Certificates will be indebtedness for federal,
state and local income and franchise tax purposes and for purposes of any other
tax imposed on or measured by income. The Seller, the Trustee and the Holder
of this
A-2-3
99
Certificate (or Certificate Owner) by acceptance of this Certificate (or, in
the case of a Certificate Owner, by virtue of such Certificate Owner's
acquisition of a beneficial interest herein) agree to treat the Investor
Certificates (or beneficial interest therein), for purposes of federal, state
and local income or franchise taxes and any other tax imposed on or measured by
income, as indebtedness and to report the transactions contemplated by the
Agreement on all applicable tax returns in a manner consistent with such
treatment. Each Holder of this Certificate agrees that it will cause any
Certificate Owner acquiring an interest in this Certificate through it to
comply with the Agreement as to treatment as indebtedness for federal, state
and local income and franchise tax purposes and for purposes of any other tax
imposed on or measured by income.
By accepting this Certificate, the Holder hereof (and each Certificate
Owner with respect hereto, by virtue of such Certificate Owner's acquisition of
a beneficial interest herein) waives any claim to any proceeds or assets of the
Origination Trustee and to all assets of the Origination Trust other than those
from time to time included within the 1996-B SUBI Portfolio as 1996-B SUBI
Assets and those proceeds or assets derived from or earned by such 1996-B SUBI
Assets.
In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Class A-2 Certificates do not evidence indebtedness
of the Seller for all income and franchise tax purposes, but rather represent
an equity interest in the assets of the Trust, then the Holder (and each
Certificate Owner hereof with respect hereto by virtue of acquiring a
beneficial interest herein), agrees (i) to treat such Certificates, together
with the Seller Certificate, as representing an interest in a partnership for
all tax purposes, (ii) to treat all payments in respect of such Certificates
(to the extent not a return of capital) as a "guaranteed payment" thereon made
pursuant to Section 707(c) of the Code, and (iii) to allocate all other items
of income, gain, deduction, loss or credit with respect to the assets and
operations of the Trust to the Seller.
The Certificates do not represent an obligation of, or an interest in,
the Seller, the Servicer, the Origination Trust or any of their respective
affiliates. The Certificates are limited in right of payment to certain
collections and recoveries respecting the 99.8% 1996-B SUBI Interest and 99.8%
1996-B SUBI Certificate and certain monies on deposit in the Reserve Fund, the
Residual Value Surplus Account and in certain other accounts established for
the benefit of the Certificateholders, in each case 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 Corporate Trust Office of the
Trustee, and
A-2-4
100
at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the Seller and the Trustee. In certain limited circumstances, the
Agreement may only be amended with the consent of the Holders of Investor
Certificates evidencing not less than 51% of the aggregate Percentage Interest
of all Investor Certificates, voting together as a single class. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office of the Trustee in its capacity as
Certificate Registrar, or by any successor Certificate Registrar or at the
offices of the agent of the Trustee who shall initially be First Trust of New
York, National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, in the Borough of Manhattan, The City of New York, accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Class A-2
Certificates of authorized denominations and of a like aggregate fractional
undivided interest will be issued to the designated transferee.
The Class A-2 Certificates are issuable only as registered Certificates
without coupons in denominations of $1,000 and integral multiples thereof
(except for one Class A-2 Certificate in a smaller minimum denomination
representing any remaining portion of the Initial Class A-2 Certificate
Balance). As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class, of authorized denominations of a like aggregate principal amount,
as requested by the Holder surrendering the same. No service charge will be
made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or governmental charges
payable in connection therewith.
Prior to due presentation of this Certificate for registration of
transfer, the Trustee, the Certificate Registrar and any of their respective
agents may treat the Person in whose
A-2-5
101
name this Class A-2 Certificate is registered as the owner hereof for the
purpose of receiving distributions and for all other purposes, and neither the
Trustee, the Certificate Registrar nor any such agent shall be affected by any
notice to the contrary.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the payment to Investor
Certificateholders of all amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held as part of the Trust. The
Seller may at its option purchase the corpus of the Trust at a price specified
in the Agreement, and such purchase of the 99.8% 1996-B SUBI Interest and 99.8%
1996-B SUBI Certificate and other property of the Trust will effect early
retirement of the Certificates; provided, however, such right of purchase is
exercisable only on the Distribution Date following the last day of a
Collection Period as of which the Certificate Balance shall be less than or
equal to ten percent (10%) of the Initial Certificate Balance.
By accepting this Certificate, the Holder hereof (and each Certificate
Owner with respect hereto, by virtue of acquiring a beneficial interest herein)
covenants and agrees that prior to the date which is one year and one day after
the last date upon which (a) each Class of Investor Certificates has been paid
in full, and (b) all obligations due under any other Securitized Financing have
been paid in full, the Holder and/or Certificate Owner will not institute
against, or join any other Person in instituting against the Seller, World Omni
Lease Securitization, Inc., ALFI, ALFI LP, the Origination Trustee or the
Origination Trust any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law. The foregoing shall not limit the Holder's and/or
Certificate Owner's right to file any claim in or otherwise take actions with
respect to any such proceeding instituted by any Person not under such a
constraint. This non-petition covenant shall survive the termination of the
Agreement.
Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Trustee, by manual signature, this Class A-2
Certificate shall not entitle the Holder hereof to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this Class A-2 Certificate to be duly executed.
Dated: October __, 1996 WORLD OMNI 1996-B AUTOMOBILE
LEASE SECURITIZATION TRUST
FIRST BANK NATIONAL ASSOCIATION, as
Trustee
A-2-6
102
(SEAL) By: ____________________________
Authorized Officer
ATTEST:
__________________________
Authorized Officeer
A-2-7
103
This is one of the Class A-2 Certificates referred
to in the within-mentioned Agreement.
FIRST BANK NATIONAL ASSOCIATION, as
Trustee
By: __________________________
A-2-8
104
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
______________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)
______________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
______________________________________________________________________________
Attorney to transfer said Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.
Dated:
*
_________________________________________________
Signature Guaranteed:
*
_________________________________________________
* NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of The New York Stock Exchange, Inc. or a
commercial bank or trust company.
A-2-9
105
EXHIBIT A-3
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
WORLD OMNI 1996-B AUTOMOBILE LEASE SECURITIZATION TRUST
____% AUTOMOBILE LEASE ASSET BACKED CERTIFICATE, CLASS A-3
evidencing a percentage interest in the distributions allocable to the
Investor Certificates, as defined below, evidencing an undivided
interest in the Trust, as defined below, the property of which includes,
among other things, a 99.8% interest in a special unit of beneficial
interest (the "99.8% 1996-B SUBI Interest") in World Omni LT, an Alabama
trust, which 99.8% SUBI Interest represents a beneficial interest in a
pool of retail lease contracts for new and used automobiles and light
duty trucks (and the related automobiles and light-duty trucks) entered
into by various automobile and light duty truck dealers pursuant to
contractual arrangements with World Omni Financial Corp. and thereafter
assigned to World Omni LT, and which 99.8% 1996-B SUBI Interest was
originally issued to Auto Lease Finance L.P. and then sold to World Omni
Lease Securitization L.P. and then to the Trust.
(This Certificate does not represent an obligation of, or an interest
in, Auto Lease Finance, Inc., Auto Lease Finance L.P., World Omni Lease
Securitization, Inc., World Omni Lease Securitization L.P., World Omni
LT, World Omni Financial Corp., or any of their respective affiliates.)
Aggregate Denominations of
all Class A-3 Certificates: CUSIP # _________
$___________
Number A-3-__ Denomination: $___________
A-3-1
106
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
___________________________ ($___________) nonassessable, fully-paid,
fractional undivided interest in the World Omni 1996-B Automobile Lease
Securitization Trust (the "Trust") formed by World Omni Lease Securitization
L.P., a Delaware limited partnership, as Seller (the "Seller"). The Trust was
created pursuant to a Securitization Trust Agreement dated as of October 1,
1996 (the "Agreement"), between the Seller and First Bank National Association,
a national banking association (successor trustee to Bank of America Illinois,
an Illinois banking corporation), as trustee (the "Trustee"). A summary of
certain of the pertinent provisions of the Agreement is set forth below. To
the extent not otherwise defined herein, the capitalized terms used herein have
the meanings assigned to them in the Agreement.
This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "World Omni 1996-B Automobile Lease
Securitization Trust ____% Automobile Lease Asset Backed Certificates, Class
A-3" (the "Class A-3 Certificates"). Also issued under the Agreement are
Certificates designated as "World Omni 1996-B Automobile Lease Securitization
Trust ____% Automobile Lease Asset Backed Certificates, Class A-1" (the "Class
A-1 Certificates"), Certificates designated as "World Omni 1996-B Automobile
Lease Securitization Trust ____% Automobile Lease Asset Backed Certificates,
Class A-2" (the "Class A-2 Certificates" and, together with the Class A-3
Certificates and the Class A-1 Certificates, the "Class A Certificates"),
Certificates designated as "World Omni 1996-B Automobile Lease Securitization
Trust ____% Automobile Lease Asset Backed Certificates, Class B" (the "Class B
Certificates" and, together with the Class A Certificates, the "Investor
Certificates") and a Certificate designated as the "World Omni 1996-B
Automobile Lease Securitization Trust Asset Backed Seller Certificate" (the
"Seller Certificate" and, together with the Investor Certificates, the
"Certificates"). The Class B Certificates are subordinated to the Class A
Certificates and the Seller Certificate is subordinated to the Investor
Certificates to the extent described in the Agreement. This Class A-3
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class A-3
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
The property of the Trust includes, among other things, a 99.8% interest
in a special unit of beneficial interest (the "99.8% 1996-B SUBI Interest") in
World Omni LT, an Alabama trust (the "Origination Trust"), which 99.8% 1996-B
SUBI Interest represents a beneficial interest in a pool of retail automobile
and light duty truck lease contracts ("Leases") and the new and used
automobiles and light duty trucks leased thereby ("Leased Vehicles") (such pool
of Leases and Leased Vehicles, the "1996-B SUBI Portfolio") entered into by
various automobile and light
A-3-2
107
duty truck dealers pursuant to contractual arrangements with World Omni
Financial Corp., which also acts as servicer (in that capacity, the "Servicer")
of the 1996-B SUBI Portfolio. During the Revolving Period, Principal
Collections allocable to the 99.8% 1996-B SUBI Interest generally will be
applied towards the allocation to the 1996-B SUBI Portfolio of additional
qualifying Leases and Leased Vehicles from among all other unallocated Leases
and Leased Vehicles owned by the Origination Trust.
Under the Agreement, there will be distributed on the fifteenth day of
each month or, if such fifteenth is not a Business Day, the next succeeding
Business Day (each, a "Distribution Date"), commencing on November 15, 1996, to
the Person in whose name this Class A-3 Certificate is registered at the close
of business on the last calendar day immediately preceding the related
Distribution Date or, if Definitive Certificates are issued, the last day of
the immediately preceding calendar month (each a "Record Date"), such Class A-3
Certificateholder's percentage interest in (i) the Class A-3 Distributable
Amount for such Distribution Date and (ii) the amount of any repayment of any
outstanding Class A-3 Interest Carryover Shortfall, Class A-3 Loss Amounts,
Class A-3 Certificate Principal Loss Amounts and Class A-3 Certificate
Principal Loss Interest Amounts being made on such Distribution Date, all to
the extent and as more specifically set forth in the Agreement. To the extent
provided in the Agreement, no principal payments shall be made in respect of
the Class A-2 Certificates until the Class A-1 Certificates have been paid in
full, and no principal payments shall be made in respect of the Class A-3
Certificates or the Class B Certificates until the Class A-2 Certificates have
been paid in full.
Distributions on this Class A-3 Certificate will be made by the Trustee
by check mailed to the Class A-3 Certificateholder of record in the Certificate
Register without the presentation or surrender of this Class A-3 Certificate or
the making of any notation hereon except that with respect to Class A-3
Certificates registered in the name of Cede & Co., the nominee for The
Depository Trust Company, distributions will be made in the form of immediately
available funds. Except as otherwise provided in the Agreement and
notwithstanding the foregoing, the final distribution on this Class A-3
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Class A-3
Certificate at the Corporate Trust Office of the Trustee.
It is the intention of the Seller and the Holders of Investor
Certificates that the Investor Certificates will be indebtedness for federal,
state and local income and franchise tax purposes and for purposes of any other
tax imposed on or measured by income. The Seller, the Trustee and the Holder
of this
A-3-3
108
Certificate (or Certificate Owner) by acceptance of this Certificate (or, in
the case of a Certificate Owner, by virtue of such Certificate Owner's
acquisition of a beneficial interest herein) agree to treat the Investor
Certificates (or beneficial interest therein), for purposes of federal, state
and local income or franchise taxes and any other tax imposed on or measured by
income, as indebtedness and to report the transactions contemplated by the
Agreement on all applicable tax returns in a manner consistent with such
treatment. Each Holder of this Certificate agrees that it will cause any
Certificate Owner acquiring an interest in this Certificate through it to
comply with the Agreement as to treatment as indebtedness for federal, state
and local income and franchise tax purposes and for purposes of any other tax
imposed on or measured by income.
By accepting this Certificate, the Holder hereof (and each Certificate
Owner with respect hereto, by virtue of such Certificate Owner's acquisition of
a beneficial interest herein) waives any claim to any proceeds or assets of the
Origination Trustee and to all assets of the Origination Trust other than those
from time to time included within the 1996-B SUBI Portfolio as 1996-B SUBI
Assets and those proceeds or assets derived from or earned by such 1996-B SUBI
Assets.
In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Class A-3 Certificates do not evidence indebtedness
of the Seller for all income and franchise tax purposes, but rather represent
an equity interest in the assets of the Trust, then the Holder (and each
Certificate Owner hereof with respect hereto by virtue of acquiring a
beneficial interest herein), agrees (i) to treat such Certificates, together
with the Seller Certificate, as representing an interest in a partnership for
all tax purposes, (ii) to treat all payments in respect of such Certificates
(to the extent not a return of capital) as a "guaranteed payment" thereon made
pursuant to Section 707(c) of the Code, and (iii) to allocate all other items
of income, gain, deduction, loss or credit with respect to the assets and
operations of the Trust to the Seller.
The Certificates do not represent an obligation of, or an interest in,
the Seller, the Servicer, the Origination Trust or any of their respective
affiliates. The Certificates are limited in right of payment to certain
collections and recoveries respecting the 99.8% 1996-B SUBI Interest and 99.8%
1996-B SUBI Certificate and certain monies on deposit in the Reserve Fund, the
Residual Value Surplus Account and in certain other accounts established for
the benefit of the Certificateholders, in each case 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 Corporate Trust Office of the
Trustee, and
A-3-4
109
at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the Seller and the Trustee. In certain limited circumstances, the
Agreement may only be amended with the consent of the Holders of Investor
Certificates evidencing not less than 51% of the aggregate Percentage Interest
of all Investor Certificates, voting together as a single class. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office of the Trustee in its capacity as
Certificate Registrar, or by any successor Certificate Registrar or at the
offices of the agent of the Trustee who shall initially be First Trust of New
York, National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, in the Borough of Manhattan, The City of New York, accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Class A-3
Certificates of authorized denominations and of a like aggregate fractional
undivided interest will be issued to the designated transferee.
The Class A-3 Certificates are issuable only as registered Certificates
without coupons in denominations of $1,000 and integral multiples thereof
(except for one Class A-3 Certificate in a smaller minimum denomination
representing any remaining portion of the Initial Class A-3 Certificate
Balance). As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class, of authorized denominations of a like aggregate principal amount,
as requested by the Holder surrendering the same. No service charge will be
made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or governmental charges
payable in connection therewith.
Prior to due presentation of this Certificate for registration of
transfer, the Trustee, the Certificate Registrar and any of their respective
agents may treat the Person in whose
A-3-5
110
name this Class A-3 Certificate is registered as the owner hereof for the
purpose of receiving distributions and for all other purposes, and neither the
Trustee, the Certificate Registrar nor any such agent shall be affected by any
notice to the contrary.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the payment to Investor
Certificateholders of all amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held as part of the Trust. The
Seller may at its option purchase the corpus of the Trust at a price specified
in the Agreement, and such purchase of the 99.8% 1996-B SUBI Interest and 99.8%
1996-B SUBI Certificate and other property of the Trust will effect early
retirement of the Certificates; provided, however, such right of purchase is
exercisable only on the Distribution Date following the last day of a
Collection Period as of which the Certificate Balance shall be less than or
equal to ten percent (10%) of the Initial Certificate Balance.
By accepting this Certificate, the Holder hereof (and each Certificate
Owner with respect hereto, by virtue of acquiring a beneficial interest herein)
covenants and agrees that prior to the date which is one year and one day after
the last date upon which (a) each Class of Investor Certificates has been paid
in full, and (b) all obligations due under any other Securitized Financing have
been paid in full, the Holder and/or Certificate Owner will not institute
against, or join any other Person in instituting against the Seller, World Omni
Lease Securitization, Inc., ALFI, ALFI LP, the Origination Trustee or the
Origination Trust any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law. The foregoing shall not limit the Holder's and/or
Certificate Owner's right to file any claim in or otherwise take actions with
respect to any such proceeding instituted by any Person not under such a
constraint. This non-petition covenant shall survive the termination of the
Agreement.
Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Trustee, by manual signature, this Class A-3
Certificate shall not entitle the Holder hereof to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this Class A-3 Certificate to be duly executed.
Dated: October __, 1996 WORLD OMNI 1996-B AUTOMOBILE
LEASE SECURITIZATION TRUST
FIRST BANK NATIONAL ASSOCIATION, as
Trustee
A-3-6
111
(SEAL) By:________________________
Authorized Officer
ATTEST:
__________________________
Authorized Officeer
A-3-7
112
This is one of the Class A-3 Certificates referred
to in the within-mentioned Agreement.
FIRST BANK NATIONAL ASSOCIATION, as
Trustee
By: __________________________
A-3-8
113
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
_______________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)
______________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
_______________________________________________________________________________
Attorney to transfer said Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.
Dated:
*
_________________________________________________
Signature Guaranteed:
*
_________________________________________________
* NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of The New York Stock Exchange, Inc. or a
commercial bank or trust company.
A-3-9
114
EXHIBIT B
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1
CERTIFICATES, THE CLASS A-2 CERTIFICATES AND THE CLASS A-3 CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS
PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. NO RESALE OR
OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS SUCH RESALE OR TRANSFER
(A) IS MADE IN ACCORDANCE WITH SECTION 4.03 OF THE AGREEMENT REFERRED TO HEREIN
AND (B) IS MADE (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (II) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, (III) TO WORLD OMNI
LEASE SECURITIZATION, INC. (THE "SELLER") OR (IV) TO A PERSON WHO THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT THAT IS AWARE THAT THE RESALE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. NEITHER THE SELLER NOR
FIRST BANK NATIONAL ASSOCIATION, AS TRUSTEE (THE "TRUSTEE"), IS OBLIGATED TO
REGISTER THE CERTIFICATES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAWS. IN THE EVENT THAT THE TRANSFER OF A CLASS B CERTIFICATE IS TO
BE MADE, EITHER (A) AN OPINION OF COUNSEL OR (B) A REPRESENTATION LETTER FROM
THE PROSPECTIVE INVESTOR, IN EITHER CASE IN FORM AND SUBSTANCE SATISFACTORY TO
THE TRUSTEE AND THE SELLER, IS REQUIRED TO BE DELIVERED TO THE TRUSTEE AND THE
SELLER, TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.
NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE
TRUSTEE SHALL HAVE RECEIVED A REPRESENTATION LETTER OR OPINION OF COUNSEL FROM
THE TRANSFEREE OF THIS CERTIFICATE, ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE SELLER AND THE TRUSTEE, TO THE EFFECT THAT (A) SUCH
TRANSFEREE WILL NOT ACQUIRE THIS CERTIFICATE ON BEHALF OR WITH THE ASSETS OF
ANY "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), (B) NO
"PROHIBITED TRANSACTION" UNDER ERISA OR THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), WILL OCCUR IN CONNECTION WITH SUCH TRANSFEREE'S
ACQUISITION OF THIS CERTIFICATE OR (C) THE ACQUISITION OF THIS CERTIFICATE IS
SUBJECT TO A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE "PROHIBITED
TRANSACTION" PROVISIONS OF ERISA AND THE CODE. IN ADDITION, NO TRANSFER OF
THIS CERTIFICATE WILL BE PERMITTED IF, AS A RESULT OF SUCH TRANSFER, 25% OR
MORE OF THE OUTSTANDING CERTIFICATE BALANCE OF ALL CLASS B CERTIFICATES WOULD
BE HELD BY "EMPLOYEE BENEFIT PLANS" (AS DEFINED IN SECTION 3(3) OF ERISA) OR
OTHER BENEFIT PLAN INVESTORS.
B-1
115
THE RESTRICTIONS ON RESALE OR TRANSFER DESCRIBED ABOVE ARE SUBJECT TO
ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THE HOLDER'S PROPERTY SHALL AT
ALL TIMES BE AND REMAIN WITHIN ITS CONTROL.
WORLD OMNI 1996-B AUTOMOBILE LEASE SECURITIZATION TRUST
____% AUTOMOBILE LEASE ASSET BACKED CERTIFICATE, CLASS B
evidencing a percentage interest in the distributions allocable to the
Investor Certificates, as defined below, evidence an undivided interest
in the Trust, as defined below, the property of which includes, among
other things, a 99.8% interest in a special unit of beneficial interest
(the "99.8% 1996-B SUBI Interest") in World Omni LT, an Alabama trust,
which 99.8% 1996-B SUBI Interest represents a beneficial interest in a
pool of retail lease contracts for new and used automobiles and light
duty trucks (and the related automobiles and light-duty trucks) entered
into by various automobile and light duty truck dealers pursuant to
contractual arrangements with World Omni Financial Corp. and thereafter
assigned to World Omni LT, and which special unit of beneficial interest
was originally issued to Auto Lease Finance L.P., and then sold to World
Omni Lease Securitization L.P. and then to the Trust.
(This Certificate does not represent an obligation of, or an interest
in, Auto Lease Finance, Inc., Auto Lease Finance L.P., World Omni Lease
Securitization, Inc., World Omni Lease Securitization L.P., World Omni
LT, World Omni Financial Corp., or any of their respective affiliates.)
Aggregate Denominations
of all Class B Certificates: CUSIP # ______________
$__________
Number B-__ Denomination: $__________
THIS CERTIFIES THAT _______________ is the registered owner of a
_______________________________________________ DOLLAR and _____________ CENTS
($_____________) nonassessable, fully-paid, fractional undivided interest in
the World Omni 1996-B Automobile Lease Securitization Trust (the "Trust")
formed by World Omni Lease Securitization L.P., a Delaware limited partnership,
as Seller (the "Seller"). The Trust was created pursuant to a Securitization
Trust Agreement dated as of October 1, 1996 (the "Agreement"), between the
Seller and First Bank National Association, a national banking association
(successor trustee to Bank of America Illinois, an Illinois banking
corporation), as trustee (the "Trustee"). A summary of certain of the
pertinent provisions of the Agreement is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Agreement.
B-2
116
This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "World Omni 1996-B Automobile Lease
Securitization Trust ____% Automobile Lease Asset Backed Certificates, Class B"
(the "Class B Certificates"). Also issued under the Agreement are Certificates
designated as "World Omni 1996-B Automobile Lease Securitization Trust ____%
Automobile Lease Asset Backed Certificates, Class A-1" (the "Class A-1
Certificates"), Certificates designated as "World Omni 1996-B Automobile Lease
Securitization Trust ____% Automobile Lease Asset Backed Certificates,
Certificates designated as "World Omni 1996-B Automobile Lease Securitization
Trust ____% Automobile Lease Asset Backed Certificates, Class A-2" (the "Class
A-2 Certificates"), Certificates designated as "World Omni 1996-B Automobile
Lease Securitization Trust ____% Automobile Lease Asset Backed Certificates,
Class A-3" (the "Class A-3 Certificates" and, together with the Class A-1
Certificates and the Class A-2 Certificates, the "Class A Certificates" and,
together with the Class B Certificates, the "Investor Certificates") and a
Certificate designated as the "World Omni 1996-B Automobile Lease
Securitization Trust Automobile Asset Backed Seller Certificate" (the "Seller
Certificate" and, together with the Investor Certificates, the "Certificates").
The Class B Certificates are subordinated to the Class A Certificates, and the
Seller Certificate is subordinated to the Investor Certificates, to the extent
described in the Agreement. This Class B Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Class B Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
The property of the Trust includes, among other things, a 99.8% interest
in a special unit of beneficial interest (the "99.8% 1996-B SUBI Interest") in
World Omni LT, an Alabama trust (the "Origination Trust"), which 99.8% 1996-B
SUBI Interest represents a beneficial interest in a pool of retail automobile
and light duty truck lease contracts ("Leases") and the new and used
automobiles and light duty trucks leased thereby ("Leased Vehicles") (such pool
of Leases and Leased Vehicles, the "1996-B SUBI Portfolio") entered into by
various automobile and light duty truck dealers pursuant to contractual
arrangements with World Omni Financial Corp., which also acts as servicer (in
that capacity, the "Servicer") of the 1996-B SUBI Portfolio. During the
Revolving Period, Principal Collections allocable to the 99.8% 1996-B SUBI
Interest generally will be applied towards the allocation to the 1996-B SUBI
Portfolio of additional qualifying Leases and Leased Vehicles from among all
other unallocated Leases and Leased Vehicles owned by the Origination Trust.
Under the Agreement, there will be distributed on the fifteenth day of
each month or, if such fifteenth day is not a Business Day, the next succeeding
Business Day (each, a "Distribution Date"), commencing on November 15, 1996 to
the Person in whose name this Class B Certificate is registered at the close of
business on the last day of the immediately preceding calendar month [(or, with
respect to the
B-3
117
first Distribution Date, November __, 1996)] (each a "Record Date"), such Class
B Certificateholder's percentage interest in (i) the Class B Distributable
Amount for such Distribution Date, and (ii) the amount of any repayment of any
outstanding Class B Interest Carryover Shortfall, Class B Certificate Principal
Carryover Shortfall, Class B Loss Amounts, Class B Certificate Principal Loss
Amounts, Class B Certificate Principal Loss Interest Amounts and Class B
Certificate Principal Carryover Shortfall Interest Amounts being made on such
Distribution Date, all to the extent and as more specifically set forth in the
Agreement. To the extent provided in the Agreement, no principal payments
shall be made in respect of the Class A-2 Certificates until the Class A-1
Certificates have been paid in full, and no principal payments shall be made in
respect of the Class A-3 Certificates or the Class B Certificates until the
Class A-2 Certificates have been paid in full.
Distributions on this Class B Certificate will be made by the Trustee by
check mailed to the Class B Certificateholder of record in the Certificate
Register without the presentation or surrender of this Class B Certificate or
the making of any notation hereon or, at the option of a Holder who owns Class
B Certificates having an aggregate initial denomination of $250,000 or more,
upon written instructions received by the Trustee not later than five days
prior to the related Record Date, by wire transfer of immediately available
funds to an account maintained by such Holder at a depository institution in
the United States having appropriate facilities therefor. Except as otherwise
provided in the Agreement and notwithstanding the foregoing, the final
distribution on this Class B Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Class B Certificate at the Corporate Trust Office of the
Trustee.
It is the intention of the Seller and the Holders of Investor
Certificates that the Investor Certificates will be indebtedness for federal,
state and local income and franchise tax purposes and for purposes of any other
tax imposed on or measured by income. The Seller, the Trustee and the Holder
of this Certificate by acceptance of this Certificate agree to treat the
Investor Certificates, for purposes of federal, state and local income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness and to report the transactions contemplated by the Agreement on
all applicable tax returns in a manner consistent with such treatment.
By accepting this Certificate, the Holder hereof waives any claim to any
proceeds or assets of the Origination Trustee and to all assets of the
Origination Trust other than those from time to time included within the 1996-B
SUBI Portfolio as 1996-B SUBI Assets and those proceeds or assets derived from
or earned by such 1996-B SUBI Assets.
In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein,
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118
it is finally determined that the Class B Certificates do not evidence
indebtedness of the Seller for all income and franchise tax purposes, but
rather represent an equity interest in the assets of the Trust, then Holder
hereof agrees (i) to treat such Certificates, together with the Seller
Certificate, as representing an interest in a partnership for all tax purposes,
(ii) to treat all payments in respect of such Certificates (to the extent not a
return of capital) as a "guaranteed payment" thereon made pursuant to Section
707(c) of the Code, and (iii) to allocate all other items of income, gain,
deduction, loss or credit with respect to the assets and operations of the
Trust to the Seller.
The Certificates do not represent an obligation of, or an interest in,
the Seller, the Servicer, the Origination Trust or any of their respective
affiliates. The Certificates are limited in right of payment to certain
collections and recoveries respecting the 99.8% 1996-B SUBI Interest and 99.8%
1996-B SUBI Certificate and certain monies on deposit in the Reserve Fund, the
Residual Value Surplus Account and in certain other accounts established for
the benefit of the Certificateholders, in each case 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 Corporate Trust Office of the
Trustee, and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the Seller and the Trustee. In certain limited circumstances, the
Agreement may only be amended with the consent of the Holders of Investor
Certificates evidencing not less than 51% of the aggregate Percentage Interest
of all Investor Certificates, voting together as a single class. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Registrar upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office of the Trustee in its capacity as
Certificate Registrar or at the offices of the agent of the Trustee who shall
initially be First Trust of New York, National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or by any successor Certificate
Registrar, in the Borough of Manhattan, The City of New York, accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Class B
Certificates of authorized denominations and of a like aggregate
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119
fractional undivided interest will be issued to the designated transferee.
The Class B Certificates are issuable only as registered Certificates
without coupons in denominations of $250,000 and integral multiples of $1,000
in excess thereof, (except for one Class B Certificate in a smaller minimum
denomination representing any remaining portion of the Initial Class B
Certificate Balance). As provided in the Agreement, and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class, of authorized denominations of a like aggregate
principal amount, as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Trustee may require payment of a sum sufficient to cover any tax or
governmental charges payable in connection therewith.
Prior to due presentation of this Certificate for registration of
transfer, the Trustee, the Certificate Registrar and any of their respective
agents may treat the Person in whose name this Class B Certificate is
registered as the owner hereof for the purpose of receiving distributions and
for all other purposes, and neither the Trustee, the Certificate Registrar nor
any such agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the payment to Investor
Certificateholders of all amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held as part of the Trust. The
Seller may at its option purchase the corpus of the Trust at a price specified
in the Agreement, and such purchase of the 99.8% 1996-B SUBI Interest and 99.8%
1996-B SUBI Certificate and other property of the Trust will effect early
retirement of the Certificates; provided, however, such right of purchase is
exercisable only on the Distribution Date following the last day of a
Collection Period as of which the Certificate Balance shall be less than or
equal to ten percent (10%) of the Initial Certificate Balance.
By accepting this Certificate, the Holder hereof covenants and agrees
that prior to the date which is one year and one day after the last date upon
which (a) each Class of Investor Certificates has been paid in full, and (b)
all obligations due under any other Securitized Financing have been paid in
full, the Holder will not institute against, or join any other Person in
instituting against the Seller, World Omni Lease Securitization, Inc., ALFI,
ALFI LP, the Origination Trustee or the Origination Trust any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other
proceedings under any federal or state bankruptcy or similar law. The
foregoing shall not limit the Holder's right to file any claim in or otherwise
take actions with respect to any such proceeding instituted by any Person not
under such a constraint. This non-petition covenant shall survive the
termination of the Agreement.
B-6
120
Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Trustee, by manual signature, this Class B
Certificate shall not entitle the Holder hereof to any benefit under the
Agreement or be valid for any purpose.
B-7
121
IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this Class B Certificate to be duly executed.
Dated: October __, 1996 WORLD OMNI 1996-B AUTOMOBILE LEASE
SECURITIZATION TRUST
FIRST BANK NATIONAL ASSOCIATION, as
Trustee
(SEAL) By:____________________________
Authorized Officer
ATTEST:
__________________________
Authorized Officer
This is one of the Class B Certificates referred
to in the within-mentioned Agreement.
FIRST BANK NATIONAL ASSOCIATION, as
Trustee
By: __________________________
B-8
122
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
______________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)
______________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
______________________________________________________________________________
Attorney to transfer said Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.
Dated:
________________________________*
Signature Guaranteed:
________________________________*
* NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of The New York Stock Exchange, Inc. or a
commercial bank or trust company.
B-9
123
EXHIBIT C
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED.
WORLD OMNI 1996-B AUTOMOBILE LEASE SECURITIZATION TRUST
AUTOMOBILE LEASE ASSET BACKED SELLER CERTIFICATE
evidencing the entire interest in the distributions allocable to the
Seller Certificate evidencing an undivided interest in the Trust, as
defined below, the property of which includes, among other things, a
99.8% interest in a special unit of beneficial interest (the "99.8%
1996-B SUBI Interest") in World Omni LT, an Alabama trust, which 99.8%
1996-B SUBI Interest represents a beneficial interest in a pool of
retail lease contracts for new and used automobiles and light duty
trucks (and the related automobiles and light-duty trucks) entered into
by various automobile and light duty truck dealers pursuant to
contractual arrangements with World Omni Financial Corp. and thereafter
assigned to World Omni LT, and which 99.8% 1996-B SUBI Interest was
originally issued to Auto Lease Finance L.P., and then sold to World
Omni Lease Securitization L.P., and then to the Trust.
(This Certificate does not represent an obligation of, or an interest
in, Auto Lease Finance, Inc., World Omni Lease Securitization, Inc.,
World Omni LT, World Omni Financial Corp., or any of their respective
affiliates.)
THIS CERTIFIES THAT WORLD OMNI LEASE SECURITIZATION L.P. (the "Seller")
is the registered owner of the entire interest not allocated to the Investor
Certificates in the World Omni 1996-B Automobile Lease Securitization Trust
(the "Trust") formed by the Seller. The Trust was created pursuant to a
Securitization Trust Agreement dated as of October 1, 1996 (the "Agreement"),
between the Seller and First Bank National Association, a national banking
association (successor trustee to Bank of America Illinois, an Illinois banking
corporation), as trustee (the "Trustee"). A summary of certain of the
pertinent provisions of the Agreement is set forth below. To the extent not
otherwise defined herein the capitalized terms used herein have the meanings
assigned to them in the Agreement.
This Certificate is the duly authorized Seller Certificate issued under
the Agreement and designated as the "World Omni
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124
1996-B Automobile Lease Securitization Trust Automobile Lease Asset Backed
Seller Certificate" (the "Seller Certificate"). Also issued under the
Agreement are Certificates designated as "World Omni 1996-B Automobile Lease
Securitization Trust ____% Automobile Lease Asset Backed Certificates, Class
A-1" (the "Class A-1 Certificates"), Certificates designated as "World Omni
1996-B Automobile Lease Securitization Trust ____% Automobile Lease Asset
Backed Certificates, Class A-2" (the "Class A-2 Certificates"), Certificates
designated as "World Omni 1996-B Automobile Lease Securitization Trust ____%
Automobile Lease Asset Backed Certificates, Class A-3" (the "Class A-3
Certificates" and, together with the Class A-1 Certificates and the Class A-2
Certificates, the "Class A Certificates") and Certificates designated as "World
Omni 1996-B Securitization Trust ____% Automobile Lease Asset Backed
Certificates, Class B" (the "Class B Certificates" and, together with the Class
A Certificates, the "Investor Certificates" and, together with the Seller
Certificate, the "Certificates"). This Seller Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Seller Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
The property of the Trust includes, among other things, a 99.8% interest
in a special unit of beneficial interest (the "99.8% 1996-B SUBI Interest") in
World Omni LT, an Alabama trust (the "Origination Trust"), which 99.8% 1996-B
SUBI Interest represents a beneficial interest in a pool of retail automobile
and light duty truck lease contracts ("Leases") and the new and used
automobiles and light duty trucks leased thereby ("Leased Vehicles") (such pool
of Leases and Leased Vehicles, the "1996-B SUBI Portfolio") entered into by
various automobile and light duty truck dealers pursuant to contractual
arrangements with World Omni Financial Corp., which also acts as servicer (in
that capacity, the "Servicer") of the 1996-B SUBI Portfolio. During the
Revolving Period, Principal Collections allocable to the 99.8% 1996-B SUBI
Interest generally will be applied towards the allocation to the 1996-B SUBI
Portfolio of additional qualifying Leases and Leased Vehicles from among all
other unallocated Leases and Leased Vehicles owned by the Origination Trust.
Payments in respect of the 99.8% 1996-B SUBI Interest will be allocated
between the Investor Certificates and this Seller Certificate and paid to the
registered Holder of this Seller Certificate as provided in the Agreement.
By accepting this Certificate, the Holder hereof waives any claim to any
proceeds or assets of the Origination Trustee and to all assets of the
Origination Trust other than those from time to time included within the 1996-B
SUBI Portfolio as 1996-B SUBI Assets and those proceeds or assets derived from
or earned by such 1996-B SUBI Assets.
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125
The Certificates do not represent an obligation of, or an interest in,
the Seller, the Servicer the Origination Trust or any of their respective
affiliates. The Certificates are limited in right of payment to certain
collections and recoveries respecting the 99.8% 1996-B SUBI Interest and 1996-B
SUBI Certificate and certain monies on deposit in the Reserve Fund and the
Residual Value Surplus Account and in certain other accounts established for
the benefit of the Certificateholders, in each case 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 Corporate Trust Office of the
Trustee, and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the Seller, the Servicer and the Trustee. In certain limited
circumstances, the Agreement may only be amended with the consent of the
Holders of Certificates evidencing not less than 51% of the aggregate
Percentage Interest of all Investor Certificates, voting together as a single
class.
As provided in the Agreement, this Certificate shall be owned by the
Seller and may not be transferred.
As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of the same
Class, of authorized denominations of a like aggregate principal amount, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental charges payable in
connection therewith.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the payment to Investor
Certificateholders of all amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held as part of the Trust. The
Seller may at its option purchase the corpus of the Trust at a price specified
in the Agreement, and such purchase of the 99.8% 1996-B SUBI Interest and 99.8%
1996-B SUBI Certificate and other property of the Trust will effect early
retirement of the Certificates; provided, however, such right of purchase is
exercisable only on the Distribution Date following the last day of a
Collection Period as of which the Certificate Balance shall be less than or
equal to ten percent (10%) of the Initial Certificate Balance.
Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Trustee, by manual
C-3
126
signature, this Seller Certificate shall not entitle the Holder hereof to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this Seller Certificate to be duly executed.
Dated: October __, 1996 WORLD OMNI 1996-B AUTOMOBILE LEASE
SECURITIZATION TRUST
FIRST BANK NATIONAL ASSOCIATION, as
Trustee
(SEAL) By: _______________________
Authorized Officer
ATTEST:
______________________________
This is the Seller Certificate referred
to in the within-mentioned Agreement.
FIRST BANK NATIONAL ASSOCIATION, as
Trustee
By: ___________________________
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127
EXHIBIT D-1
NON-RULE 144A REPRESENTATION LETTER
World Omni Lease Securitization L.P.,
c/o World Omni Lease Securitization, Inc.,
its general partner
▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
First Bank National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
[Placement Agent]
Re: World Omni 1996-B Automobile Lease Securitization Trust
____% Automobile Lease Asset Backed Certifi- ▇▇▇▇▇,
Class B
Ladies and Gentlemen:
The undersigned purchaser (the "Purchaser") understands that the
purchase of the above-referenced certificates (the "Certificates") may be made
only by institutions which are "Accredited Investors" under Regulation D, as
promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), which includes banks, savings and loan associations, registered brokers
and dealers, insurance companies, investment companies and organizations
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"), corporations, business trusts and partnerships, not formed for
the specific purpose of acquiring the Certificates offered, with total assets
in excess of $5,000,000. The undersigned represents on behalf of the Purchaser
that the Purchaser is an "Accredited Investor" within the meaning of such
definition. The Purchaser is urged to review carefully the responses,
representations and warranties it is making herein.
Representations and Warranties
The Purchaser makes the following representations and warranties
in order to permit First Bank National Association (successor to Bank of
America Illinois), as trustee (the "Trustee") of the World Omni 1996-B
Automobile Lease Securitization Trust (the "Trust"), World Omni Lease
Securitization L.P. (the "Seller") and ___________________________ to determine
its suitability as a purchaser of Certificates and to determine that the
exemption from registration relied upon by the Seller under Section 4(2) of the
Securities Act is available to it.
D-1-1
128
1. The Purchaser understands that the Certificates have
not been, and throughout their term will not be, registered or qualified under
the Securities Act or the securities law of any state and may be resold (which
resale is not currently contemplated) only if registered pursuant to the
provisions of the Securities Act or if an exemption from registration under the
Securities Act and other applicable state securities laws are available, that
neither the Seller nor the Trustee is required to register the Certificates
under the Securities Act or any applicable state securities laws and that any
transfer must comply with Section 4.03 of the Securitization Trust Agreement,
dated as of October 1, 1996 (the "Agreement"), among the Seller, World Omni
Financial Corp. and the Trustee.
2. The Purchaser will comply with all applicable federal
and state securities laws in connection with any subsequent resale of the
Certificates.
3. The Purchaser is an "accredited investor" within the
meaning of Rule 501(a) under the Securities Act and a sophisticated
institutional investor and has knowledge and experience in financial and
business matters (and, in particular, in such matters related to securities
similar to the Certificates) and is capable of evaluating the merits and risks
of its investment in the Certificates and is able to bear the economic risk of
such investment. The Purchaser has been given such information concerning the
Certificates, World Omni Financial Corp. and the Seller as it has requested.
4. The Purchaser is acquiring the Certificates as
principal for its own account (or for the account of one or more other
sophisticated institutional investors for which it is acting as duly authorized
fiduciary or agent) for the purpose of investment and not with a view to or for
sale in connection with any distribution thereof, subject nevertheless to any
requirement of law that the disposition of the Purchaser's property shall at
all times be and remain within its control.
5. Neither the Purchaser nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise disposed of any
Certificate, any interest in any Certificate or any other similar security of
the Seller to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of any Certificate, any interest in any Certificate or any
other similar security of the Seller with, any person in any manner, or made
any general solicitation by means of general advertising or in any other
manner, or taken any other action, which would constitute a distribution of the
Certificates under the Securities Act or which would render the disposition of
any Certificate a violation of Section 5 of the Securities Act or any state
securities law, require registration or qualification pursuant thereto, or
require registration of the Trust or the
D-1-2
129
Seller as an "investment company" under the Investment Company Act of 1940, as
amended, nor will it act, nor has it authorized or will it authorize any person
to act in such manner with respect to the Certificates.
6. The Purchaser has reviewed the Private Placement
Memorandum with respect to the Certificates dated October __, 1996, including
the Prospectus attached thereto as Exhibit A (the "Private Placement
Memorandum"), and the agreements and other materials referred to therein, and
has had the opportunity to ask questions and receive answers concerning the
terms and conditions of the transaction contemplated by the Private Placement
Memorandum and to obtain additional information necessary to verify the
accuracy and completeness of any information furnished to the Purchaser or to
which the Purchaser had access.
7. [The Purchaser will not acquire the Certificates with
the assets of any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").] [No
"prohibited transaction" under the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or the Code will occur in connection with our
acquisition of the Certificates.] [The acquisition of the Certificates is
subject to a statutory or administrative exemption from the "prohibited
transaction" provisions of the Employee Retirement Income Security act of 1974,
as amended ("ERISA"), and the Code [specifying exemption].]*
8. [The Purchaser will not acquire the Certificates with
the assets of any "employee benefit plan" or any other benefit plan investor.]
[The Purchaser represents that it is an insurance company and is holding and
will be holding all funds used to purchase the Certificates in its general
account, the assets of which such Purchaser reasonably believes do not
constitute "plan assets" as defined in the plan asset regulations under ERISA.]
[The Purchaser will acquire the Certificates with the assets of an "employee
benefit plan" or other benefit plan investor.]*
9. The Purchaser understands that the Certificates will
bear a legend substantially as set forth in the form of Certificate included as
Exhibit B to the Agreement.
____________________
* Purchaser required to select applicable sentence.
10. The Purchaser understands that there is no market, nor
is there any assurance that a market will develop, for the Certificates and
that the Seller does not have any obligation to make or facilitate any such
market (or to otherwise repurchase the Certificates from the Purchaser) under
any circumstances.
D-1-3
130
11. The Purchaser has consulted with its own legal counsel,
independent accountants and financial advisors to the extent it deems necessary
regarding the tax consequences to it of ownership of the Certificates, is aware
that its taxable income with respect to the Certificates in any accounting
period may not correspond to the cash flow (if any) from the Certificates for
such period, and is not purchasing the Certificates in reliance on any
representations of the Seller or its counsel with respect to tax matters.
12. The Purchaser agrees that it will obtain from any
subsequent purchaser of the Certificates substantially the same
representations, warranties and agreements contained in the foregoing
paragraphs 1 through 11 and in this paragraph 12.
Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Agreement or the Private
Placement Memorandum, as the case may be.
The representations and warranties contained herein shall be
binding upon the successors of the undersigned.
Executed at ________________, this ____ day of ___________ 199__
________________________________
Purchaser's Name (Print)
By _____________________________
Signature
Its ____________________________
________________________________
Address of Purchaser
________________________________
Purchaser's Taxpayer
Identification Number
▇-▇-▇
▇▇▇
▇▇▇▇▇▇▇ ▇-▇
RULE 144A REPRESENTATION LETTER
World Omni Lease Securitization L.P.,
c/o World Omni Lease Securitization, Inc.,
its general partner
▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
First Bank National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
[Placement Agent]
Re: World Omni 1996-B Automobile Lease Securitization Trust
____% Automobile Lease Asset Backed Certifi-▇▇▇▇▇,
Class B
Ladies and Gentlemen:
__________________ (the "Purchaser") is today purchasing in a
private resale from ______________________ (the "Seller") $_________ aggregate
principal amount of the above-captioned certificates (the "Certificates"),
issued pursuant to the securitization trust agreement, dated as of October 1,
1996 (the "Agreement"), among World Omni Lease Securitization L.P. ("the
Seller"), World Omni Financial Corp. ("World Omni") and First Bank National
Association (successor to Bank of America Illinois), as trustee (the
"Trustee").
In connection with the purchase of the Certificates, the
Purchaser hereby represents and warrants to each of you as follows:
1. The Purchaser understands that the Certificates have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any state.
2. The Purchaser is acquiring the Certificates for its own
account only for investment and not for any other person, and not with a view
to, or for resale in connection with, a distribution that would constitute a
violation of the Securities Act or any state securities laws (subject to the
understanding that disposition of the Purchaser's property will remain at all
times within its control). The Purchaser is not an affiliate of the Seller,
World Omni, the Trustee, any custodian of the Certificates or any of their
respective affiliates.
D-2-1
132
3. The Purchaser agrees that the Certificates must be held
indefinitely by it unless (i) the Certificates are subsequently registered
under the Securities Act or (ii) an exemption from the registration
requirements of the Securities Act is available.
4. The Purchaser agrees that if at some time it wishes to
dispose of or exchange any of the Certificates, it will not transfer or
exchange any of the Certificates unless such transfer or exchange is in
accordance with the provisions of Section 4.03 of the Agreement.
5. The Purchaser is a qualified institutional buyer as
defined in Rule 144A of the Securities Act and has completed and is delivering
herewith either of the forms of certification to that effect attached as
Annexes hereto, it is aware that the sale to it is being made in reliance on
Rule 144A, it is acquiring the Certificates for its own account or for the
account of a qualified institutional buyer and it understands that such
Certificates may be resold, pledged or transferred only (i) to a person who the
Seller reasonably believes is a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A or (ii) pursuant to another exemption from registration
under the Securities Act and applicable state securities laws.
6. Neither the Purchaser nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise disposed of any
Certificate, any interest in any Certificate or any other similar security of
the Seller to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of any Certificate any interest in any Certificate or any
other similar security of the Seller with, any person in any manner, or made
any general solicitation by means of general advertising or in any other
manner, or taken any other action, which would constitute a distribution of the
Certificates under the Securities Act or which would render the disposition of
any Certificate a violation of Section 5 of the Securities Act or any state
securities law, require registration or qualification pursuant thereto, or
require registration of the World Omni 1996-B Automobile Lease Securitization
Trust (the "Trust") or the Seller as an "investment company" under the
Investment Company Act of 1940, as amended, nor will it act, nor has it
authorized or will it authorize any person to act in such manner with respect
to the Certificates.
7. [The Purchaser will not acquire the Certificates with
the assets of any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").] [No
"prohibited transaction" under the Employee Retirement Income Security Act of
1974, as amended
D-2-2
133
("ERISA"), or the Internal Revenue Code of 1986, as amended (the "Code"), will
occur in connection with our acquisition of the Certificates.] [The acquisition
of the Certificates is subject to a statutory or administrative exemption from
the "prohibited transaction" provisions of the Employee Retirement Income
Security act of 1974, as amended ("ERISA"), and the Internal Revenue Code of
1986, as amended (the "Code"), [specifying exemption].]*
8. [The Purchaser will not acquire the Certificates with
the assets of any "employee benefit plan" or any other benefit plan investor.]
[The Purchaser represents that it is an insurance company and is holding and
will be holding all funds used to purchase the Certificates in its general
account, the assets of which such Purchaser reasonably believes do not
constitute "plan assets" as defined in the plan asset regulations under ERISA.]
[The Purchaser will acquire the Certificates with the assets of an "employee
benefit plan" or other benefit plan investor.]
9. The Purchaser understands that there is no market, nor
is there any assurance that a market will develop, for the Certificates and
that the Seller does not have any obligation to make or facilitate any such
market (or to otherwise repurchase the Certificates from the Purchaser) under
any circumstances.
10. The Purchaser has consulted with its own legal counsel,
independent accountants and financial advisors to the extent it deems necessary
regarding the tax consequences to it of ownership of the Certificates, is aware
that its taxable income with respect to the Certificates in any accounting
period may not correspond to the cash flow (if any) from the Certificates for
such period, and is not purchasing the Certificates in reliance on any
representations of the Seller or its counsel with respect to tax matters.
11. The Purchaser has reviewed the Private Placement
Memorandum with respect to the Certificates dated October __, 1996, including
the Prospectus attached as Exhibit A thereto (the "Private Placement
Memorandum"), and the agreements and other materials referred to therein, and
has had the opportunity to ask questions and receive answers concerning the
terms and conditions of the transaction contemplated by the Private Placement
Memorandum and to obtain additional information necessary to verify the
accuracy and completeness of any information furnished to the Purchaser or to
which the Purchaser had access.
__________________________
* Purchaser required to select applicable sentence.
12. The Purchaser understands that the Certificates will
bear a legend substantially as set forth in the form of Certificate included as
Exhibit B to the Agreement.
D-2-3
134
13. The Purchaser hereby further agrees to be bound by all
the terms and conditions of the Certificates as provided in the Agreement.
14. If the Purchaser sells any of the Certificates, the
Purchaser will obtain from any subsequent purchaser substantially the same
representations contained in this Representation Letter.
Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Agreement or the Private
Placement Memorandum, as the case may be.
The representations and warranties contained herein shall be
binding upon the successors of the undersigned.
Executed at ________________, this ____ day of ___________ 199__
________________________________
Purchaser's Name (Print)
By _____________________________
Signature
Its ____________________________
________________________________
Address of Purchaser
________________________________
Purchaser's Taxpayer
Identification Number
D-2-4
135
ANNEX 1 TO EXHIBIT D-2
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned (the "Purchaser") hereby certifies as follows to
the addressees of the Rule 144A Representation Letter to which this
certification is attached with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive officer of
the Purchaser.
2. In connection with purchases by the Purchaser, the
Purchaser is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A") because (i) the
Purchaser owned and/or invested on a discretionary basis $_________** in
securities (except for the excluded securities referred to below) as of the end
of the Purchaser's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Purchaser satisfies the criteria in the
category marked below.
___ Corporation. etc. The Purchaser is a corporation
(other than a bank, savings and loan association or
similar institution), Massachusetts or similar business
trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.
___ Bank. The Purchaser (a) is a national bank or banking
institution organized under the laws of any State,
territory or the District of Columbia, the business of
which is substantially confined to banking and is
supervised by the State or territorial banking
commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its
latest annual financial statements.
____________________
** Buyer must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Buyer is a dealer, and, in that case,
Buyer must own and/or invest on a discretionary basis at least
$10,000,000 in securities.
D-2-5
136
___ Savings and Loan. The Purchaser (a) is a savings and
loan association, building and loan association,
cooperative bank, homestead association or similar
institution, which is supervised and examined by a
State or Federal authority having supervision over any
such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an
audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements,
a copy of which is attached hereto.
___ Broker-dealer. The Purchaser is a dealer registered
pursuant to Section 15 of the Securities Exchange Act
of 1934.
___ Insurance Company. The Purchaser is an insurance
company whose primary and predominant business activity
is the writing of insurance or the reinsuring of risks
underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or
a similar official or agency of a State, territory or
the District of Columbia.
___ State or Local Plan. The Purchaser is a plan
established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of
its employees.
___ ERISA Plan. The Purchaser is an employee benefit plan
within the meaning of Title I of the Employee
Retirement Income Security Act of 1974.
___ Investment Advisor. The Purchaser is an investment
advisor registered under the Investment Advisors Act of
1940.
___ Small Business Investment Company. The Purchaser is a
small business investment company licensed by the U.S.
Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958.
___ Business Development Company. The Purchaser is a
business development company as defined in Section
202(a) (22) of the Investment Advisors Act of 1940.
___ Trust Fund. The Purchaser is a trust fund whose
trustee is a bank or trust company and whose
participants are exclusively State or Local Plans or
D-2-6
137
ERISA Plans as defined above, and no participant
of the Purchaser is an individual retirement account
or an H.R. 10 (▇▇▇▇▇) plan.
3. The term "securities" as used herein does not include
(i) securities of issuers that are affiliated with the Purchaser, (ii)
securities that are part of an unsold allotment to or subscription by the
Purchaser, if the Purchaser is a dealer, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Purchaser, the
Purchaser used the cost of such securities to the Purchaser and did not include
any of the securities referred to in the preceding paragraph, except (i) where
the Purchaser reports its securities holdings in its financial statements on
the basis of their market value, and (ii) no current information with respect
to the cost of those securities has been published. If clause (ii) in the
preceding sentence applies, the securities may be valued at market. Further,
in determining such aggregate amount, the Purchaser may have included
securities owned by subsidiaries of the Purchaser, but only if such
subsidiaries are consolidated with the Purchaser in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Purchaser's direction.
However, such securities were not included if the Purchaser is a majority
owned, consolidated subsidiary of another enterprise and the Purchaser is not
itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Purchaser acknowledges that it is familiar with
Rule 144A and understands that the seller to it and other parties related to
the Certificates are relying and will continue to rely on the statements made
herein because one or more sales to the Purchaser may be in reliance on Rule
144A.
6. Until the date of purchase of the Certificates, the
Purchaser will notify each of the parties to which this certification is made
of any changes in the information and conclusions herein. Until such notice is
given, the Purchaser's purchase of the Certificates will constitute a
reaffirmation of this certification as of the date of such purchase. In
addition, if the Purchaser is a bank or savings and loan is provided above,
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138
the Purchaser agrees that it will furnish to such parties updated annual
financial statements promptly after they become available.
________________________________
Name of Purchaser or Adviser
By: _____________________________
Name:
Title:
Date: ___________________________
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139
ANNEX 2 TO EXHIBIT D-2
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That are Registered Investment Companies]
The undersigned (the "Purchaser") hereby certifies as follows to
the addressees of the Rule 144A Representation Letter which this certification
is attached with respect to the Transferor Certificates described therein:
1. As indicated below, the undersigned is the President,
Chief Financial Officer or Senior Vice President of the Purchaser or, if the
Purchaser is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Purchaser is part of a Family of Investment Companies (as defined below), is
such an officer of the Adviser.
2. In connection with purchases by the Purchaser, the
Purchaser is a "qualified institutional buyer" as defined in SEC Rule 144A
because (i) the Purchaser is an investment company registered under the
Investment Company Act of 1940, as amended and (ii) as marked below, the
Purchaser alone, or the Purchaser's Family of Investment Companies, owned at
least $100,000,000 in securities (other than the excluded securities referred
to below) as of the end of the Purchaser's most recent fiscal year. For
purposes of determining the amount of securities owned by the Purchaser or the
Purchaser's Family of Investment Companies, the cost of such securities was
used, except (i) where the Purchaser or the Purchaser's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to
the cost of those securities has been published. If clause (ii) in the
preceding sentence applies, the securities may be valued at market.
___ The Purchaser owned $____________ in securities
(other than the excluded securities referred to below)
as of the end of the Purchaser's most recent fiscal
year (such amount being calculated in accordance with
Rule 144A).
___ The Purchaser is part of a Family of Investment
Companies which owned in the aggregate $__________ in
securities (other than the excluded securities referred
to below) as of the end of the Purchaser's most recent
fiscal year (such amount being calculated in accordance
with Rule 144A).
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140
3. The term "Family of Investment Companies" as used
herein means two or more registered investment companies (or series thereof)
that have the same investment adviser or investment advisers that are
affiliated (by virtue of being majority owned subsidiaries of the same parent
or because one investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include
(i) securities of issuers that are affiliated with the Purchaser or are part of
the Purchaser's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Purchaser is familiar with Rule 144A and
understands that the parties listed in the Rule 144A Representation Letter to
which this certification relates are relying and will continue to rely on the
statements made herein because one or more sales to the Purchaser will be in
reliance on Rule 144A. In addition, the Purchaser will only purchase for the
Purchaser's own account.
6. Until the date of purchase of the Transferor
Certificates, the undersigned will notify the parties listed in the Rule 144A
Transferee Certificate to which this certification relates of any changes in
the information and conclusions herein. Until such notice is given, the
Purchaser's purchase of the Certificates will constitute a reaffirmation of
this certification by the undersigned as of the date of such purchase.
________________________________
Name of Purchaser or Adviser
By: _____________________________
Name:
Title:
IF AN ADVISER:
________________________________
Name of Purchaser
Date: __________________________
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