TRUST AGREEMENT between WORLD OMNI AUTO LEASING LLC, as Depositor, andTrust Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • Delaware
This TRUST AGREEMENT is dated [ ], 20[ ] between WORLD OMNI AUTO LEASING LLC, a Delaware limited liability company, as depositor (the "Depositor"), and [ ], as owner trustee (not in its individual capacity, but solely as owner trustee, the "Owner Trustee").
EXCHANGE NOTE TRANSFER AGREEMENTExchange Note Transfer Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
THIS EXCHANGE NOTE TRANSFER AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”) is made and entered into as of [ ], 20[ ] by WORLD OMNI AUTO LEASING LLC, a Delaware limited liability company (the “Depositor”), and WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 20[ ]-[ ], a Delaware statutory trust (the “Buyer” or the “Issuing Entity”).
ADMINISTRATION AGREEMENT AMONG WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 20[ ]-[ ], AS ISSUING ENTITY WORLD OMNI FINANCIAL CORP., AS ADMINISTRATOR AND AS INDENTURE TRUSTEE DATED AS OF [ ], 20[ ]Administration Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
EXCHANGE NOTE SALE AGREEMENT dated as of [ ], 20[ ] between AUTO LEASE FINANCE LLC, as Seller and WORLD OMNI AUTO LEASING LLC, as BuyerExchange Note Sale Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
THIS EXCHANGE NOTE SALE AGREEMENT is made and entered into as of [ ], 20[ ] (as amended, supplemented or modified from time to time, this “Agreement”) by AUTO LEASE FINANCE LLC, a Delaware limited liability company (the “Seller”), and WORLD OMNI AUTO LEASING LLC, a Delaware limited liability company (the “Buyer”).
World Omni Financial Corp., as Servicer World Omni LT, as Titling Trust and AL Holding Corp., as Closed-End Collateral Agent Exchange Note Servicing Supplement 20[ ]-[ ] TO CLOSED-END SERVICING AGREEMENT Dated as of [ ], 20[ ]Closed-End Servicing Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
UNDERWRITING AGREEMENT FOR THE NOTES WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 20[ ]-[ ] [[[___]%][One-Month LIBOR plus [__]%] Class A-1[a/b] Asset Backed Notes] [[[___]%][One-Month LIBOR plus [__]%] Class A-2[a/b] Asset Backed Notes]...Underwriting Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
The Notes will be issued pursuant to an Indenture (as amended, restated, modified or supplemented from time to time, the “Indenture”), to be dated as of the Closing Date, between the Trust and [___], as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to a trust agreement, to be dated as of the Closing Date, between the Depositor and [___], as owner trustee (in such capacity, the “Owner Trustee”) (as amended, restated, modified or supplemented from time to time, the “Trust Agreement”). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The Notes will be secured by the assets of the Trust which will include, among other things, the Exchange Note (as defined below).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WORLD OMNI AUTO LEASING LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is executed as of the 22nd day of April, 2016, by the undersigned parties, to continue the Company (as defined below) under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth. The Member, the Independent Directors and the Springing Member (each as defined below) join in the execution of this Agreement so as to be bound by this Agreement.
ASSET REPRESENTATIONS REVIEW AGREEMENT WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 20[ ]-[ ], as Issuer, and WORLD OMNI FINANCIAL CORP., as Servicer, and as Asset Representations Reviewer Dated as of [ ], 20[ ]Asset Representations Review Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), dated as of [ ], 20[ ], by and among WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), WORLD OMNI FINANCIAL CORP., a Florida corporation (the “Servicer”), and [ ], a [ ] (the “Asset Representations Reviewer”).
20[ ]-[ ] EXCHANGE NOTE SUPPLEMENT TO COLLATERAL AGENCY AGREEMENT WORLD OMNI LT, As Borrower, AUTO LEASE FINANCE LLC, As Initial Beneficiary, AL HOLDING CORP., As Closed-End Collateral Agent, U.S. BANK NATIONAL ASSOCIATION, As Closed-End...Exchange Note Supplement to Collateral Agency Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
THIS 20[ ]-[ ] EXCHANGE NOTE SUPPLEMENT TO COLLATERAL AGENCY AGREEMENT (as amended, modified or supplemented from time to time, the "Exchange Note Supplement"), dated and effective as of [ ], 20[ ], is among World Omni LT, a Delaware statutory trust (the "Borrower" or the "Titling Trust"), Auto Lease Finance LLC, a Delaware limited liability company ("ALF" or the "Initial Beneficiary"), AL Holding Corp., a Delaware corporation (the "Closed-End Collateral Agent"), and U.S. Bank National Association, a national banking association (the "Closed-End Administrative Agent").
FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED SERVICING AGREEMENTServicing Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
THIS FIRST AMENDMENT to FIFTH AMENDED AND RESTATED SERVICING AGREEMENT, dated as of October 30, 2015 (this “Amendment”), is among WORLD OMNI LT, a Delaware statutory trust (the “Titling Trust”), WORLD OMNI FINANCIAL CORP., a Florida corporation (“WOFCO”), as Closed-End Servicer, and AL HOLDING CORP., a Delaware corporation (“ALHC”), as Closed-End Collateral Agent,.
SECOND AMENDED AND RESTATED TRUST AGREEMENT of WORLD OMNI LT, a Delaware statutory trust dated as of July 16, 2008 among AUTO LEASE FINANCE LLC, as Initial Beneficiary, WORLD OMNI FINANCIAL CORP., as Titling Trust Administrator, VT INC., as Titling...Trust Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • Delaware
SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated and effective as of July 16, 2008 (the “Titling Trust Agreement”), among AUTO LEASE FINANCE LLC, a Delaware limited liability company (“ALF LLC”), as initial beneficiary (in such capacity, the “Initial Beneficiary”), WORLD OMNI FINANCIAL CORP., a Florida corporation (“World Omni”) as titling trust administrator (in such capacity, the “Titling Trust Administrator”), VT INC., an Alabama corporation, as trustee (in such capacity, the “Titling Trustee”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (“US Bank Trust”), as co-trustee (in such capacity, the “Delaware Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as Initial Titling Trustee Agent (as defined herein).
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
THIS FIRST AMENDMENT to FOURTH AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of October 30, 2015 (this “Amendment”), is among WORLD OMNI LT, a Delaware statutory trust (the “Borrower”), WORLD OMNI LEASE FINANCE LLC, a Delaware limited liability company (“WOLF LLC”), AUTO LEASE FINANCE LLC, a Delaware limited liability company (the “Initial Beneficiary”), AL HOLDING CORP., a Delaware corporation (“ALHC”), as Closed-End Collateral Agent, BANK OF AMERICA, N.A. (the “Deal Agent”), U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Close-End Administrative Agent and the lenders party hereto (the “Required Warehouse Lenders”).
FOURTH AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
Under the Prior Collateral Documents, among other things, the Prior Warehouse Collateral Agent was granted a security interest by (i) ALF LP in the certificate (the “Alabama UTI Certificate”) representing the entire beneficial interest in the “Undivided Trust Interest” (the “UTI”) of the Alabama Trust and (ii) each of World Omni, ALF LP and WOLT in certain assets, including motor vehicle leases and related leased vehicles from time to time allocated to the UTI (the security interests described in the foregoing clauses (i) and (ii), collectively, the “Prior Security Interests”). The Prior Security Interests were granted to secure ALF LP’s obligations as borrower under the Prior Warehouse Facilities.
THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
THIS THIRD AMENDMENT to FOURTH AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of October 26, 2018 (this “Amendment”), is among WORLD OMNI LT, a Delaware statutory trust (the “Borrower”), WORLD OMNI LEASE FINANCE LLC, a Delaware limited liability company (“WOLF LLC”), AUTO LEASE FINANCE LLC, a Delaware limited liability company (the “Initial Beneficiary”), AL HOLDING CORP., a Delaware corporation (“ALHC”), as Closed-End Collateral Agent, BANK OF AMERICA, N.A. (the “Deal Agent”), U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Closed-End Administrative Agent and the lenders party hereto (the “Required Warehouse Lenders”).
FIFTH AMENDED AND RESTATED SERVICING AGREEMENTServicing Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
FIFTH AMENDED AND RESTATED SERVICING AGREEMENT, dated as of December 15, 2009 (this "Closed-End Servicing Agreement"), among (i) WORLD OMNI FINANCIAL CORP., a Florida corporation ("World Omni"), as servicer (in such capacity, the "Closed-End Servicer"), (ii) WORLD OMNI LT, a Delaware statutory trust (the "Titling Trust") and (iii) AL HOLDING CORP., a Delaware corporation, as collateral agent ("ALHC" or the "Closed-End Collateral Agent").
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
THIS SECOND AMENDMENT to FOURTH AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of October 27, 2017 (this “Amendment”), is among WORLD OMNI LT, a Delaware statutory trust (the “Borrower”), WORLD OMNI LEASE FINANCE LLC, a Delaware limited liability company (“WOLF LLC”), AUTO LEASE FINANCE LLC, a Delaware limited liability company (the “Initial Beneficiary”), AL HOLDING CORP., a Delaware corporation (“ALHC”), as Closed-End Collateral Agent, BANK OF AMERICA, N.A. (the “Deal Agent”), U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Closed-End Administrative Agent and the lenders party hereto (the “Required Warehouse Lenders”).
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED SERVICING AGREEMENTServicing Agreement • May 24th, 2019 • World Omni LT • Asset-backed securities • New York
THIS SECOND AMENDMENT to FIFTH AMENDED AND RESTATED SERVICING AGREEMENT, dated as of June __, 2016 (this “Amendment”), is among WORLD OMNI LT, a Delaware statutory trust (the “Titling Trust”), WORLD OMNI FINANCIAL CORP., a Florida corporation (“WOFCO”), as Closed-End Servicer, and AL HOLDING CORP., a Delaware corporation (“ALHC”), as Closed-End Collateral Agent.
