Common use of Restricted Pool Condition Failure Notice Clause in Contracts

Restricted Pool Condition Failure Notice. Ladies and Gentlemen: Reference is made to the (1) Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Collateral Agency Agreement”), among World Omni LT, a Delaware statutory trust (the “Borrower”), as Borrower, Auto Lease Finance LLC, as Initial Beneficiary, AL Holding Corp., as collateral agent (the “Collateral Agent”) for the Secured Parties, Bank of America, N.A., as Deal Agent on behalf of the Warehouse Facility Lenders and the Warehouse Facility Agents (the “Deal Agent”), U.S. Bank National Association, as Closed-End Administrative Agent (the “Closed-End Administrative Agent”) the other Secured Parties from time to time party to such agreement and (2) the Second Amended and Restated Master Exchange Agreement, dated as of December 15, 2009 (the “Master Exchange Agreement”), among World Omni Financial Corp. (“World Omni”), WOFC QI Exchange LLC, Auto Lease Finance LLC and the other Persons named therein (the “Master Exchange Agreement”). This notice is being delivered pursuant to Section 8.15 of the Collateral Agency Agreement, and constitutes a “Restricted Pool Condition Failure Notice” within the meaning of the Collateral Agency Agreement and the Master Exchange Agreement. The undersigned hereby notifies you that the failure of a Restricted Pool Condition has occurred with respect to the [Warehouse Facility Pool] [identify specific Closed-End Exchange Note(s)] (the “Affected Pool”). You are hereby notified and directed that, in accordance with Section 4.1 and the parenthetical in Section 4.1(c)(iii), in each case of the Master Exchange Agreement, no further assignments to you of the rights under Disposition Contracts with respect to Closed-End Vehicles that are allocated to the Affected Pool shall occur. Capitalized terms used but not defined herein have the meanings assigned to such terms under the Collateral Agency Agreement (including Appendix A thereto) or, if no meaning is assigned thereunder, the meanings assigned under the Master Exchange Agreement. Certain rules of usage set forth in Appendix A to the Collateral Agency Agreement are applicable hereto. Very truly yours, AL HOLDING CORP., as Closed-End Collateral Agent By: Name: Title:

Restricted Pool Condition Failure Notice. Ladies and Gentlemen: Reference is made to the (1) Fourth Third Amended and Restated Collateral Agency Agreement, dated as of December 15July 16, 2009 2008 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Collateral Agency Agreement”), among World Omni LT, a Delaware statutory trust (the “Borrower”), as Borrower, Auto Lease Finance LLC, as Initial Beneficiary, AL Holding Corp., as collateral agent (the “Collateral Agent”) for the Secured Parties, Bank of America, N.A., as Deal Agent on behalf of the Warehouse Facility Lenders and the Warehouse Facility Agents (the “Deal Agent”), U.S. Bank National Association, as Closed-End Administrative Agent (the “Closed-End Administrative Agent”) the other Secured Parties from time to time party to such agreement and (2) the Second Amended and Restated Master Exchange Agreement, dated as of December 15July 16, 2009 2008 (the “Master Exchange Agreement”), among World Omni Financial Corp. (“World Omni”), WOFC QI Exchange LLC, Auto Lease Finance LLC and the other Persons named therein (the “Master Exchange Agreement”). This notice is being delivered pursuant to Section 8.15 of the Collateral Agency Agreement, and constitutes a “Restricted Pool Condition Failure Notice” within the meaning of the Collateral Agency Agreement and the Master Exchange Agreement. The undersigned hereby notifies you that the failure of a Restricted Pool Condition has occurred with respect to the [Warehouse Facility Pool] [identify specific Closed-End Exchange Note(s)] (the “Affected Pool”). You are hereby notified and directed that, in accordance with Section 4.1 and the parenthetical in Section 4.1(c)(iii), in each case of the Master Exchange Agreement, no further assignments to you of the rights under Disposition Contracts with respect to Closed-End Vehicles that are allocated to the Affected Pool shall occur. Capitalized terms used but not defined herein have the meanings assigned to such terms under the Collateral Agency Agreement (including Appendix A thereto) or, if no meaning is assigned thereunder, the meanings assigned under the Master Exchange Agreement. Certain rules of usage set forth in Appendix A to the Collateral Agency Agreement are applicable hereto. Very truly yours, AL HOLDING CORP., as Closed-End Collateral Agent By: Name: Title: