EXCHANGE NOTE TRANSFER AGREEMENT dated as of [ ], [ ] between WORLD OMNI AUTO LEASING LLC, as Depositor and WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 20[ ]-[ ], as Issuing Entity and BuyerExchange Note Transfer Agreement • August 25th, 2008 • World Omni Auto Leasing LLC • 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 [ ], [ ] 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”).
WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 20[__]-[__] [__]% Class A-1 Asset Backed Notes [__]% Class A-2 Asset Backed Notes [__]% Class A-3 Asset Backed Notes [__%][One-Month LIBOR plus [__]%] Class A-4 Asset Backed Notes UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2008 • World Omni Auto Leasing LLC • Asset-backed securities • New York
TRUST AGREEMENT between WORLD OMNI AUTO LEASING LLC, as Depositor, and as Owner Trustee Dated [ ]Trust Agreement • August 25th, 2008 • World Omni Auto Leasing LLC • Asset-backed securities • Delaware
This TRUST AGREEMENT is dated [ ], between WORLD OMNI AUTO LEASING LLC, a Delaware limited liability company, as depositor, and [ ], as owner trustee.
EXCHANGE NOTE SALE AGREEMENT dated as of [ ], [ ] between AUTO LEASE FINANCE LLC, as Seller and WORLD OMNI AUTO LEASING LLC, as BuyerExchange Note Sale Agreement • August 25th, 2008 • World Omni Auto Leasing LLC • Asset-backed securities • New York
the Indenture, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Exchange Note. The Seller has not authorized the filing of, nor is aware of, any financing statements against the Seller that include a description of collateral covering the Exchange Note other than any financing statement relating to any security interest granted pursuant to the Transaction Documents or that has been terminated.
LIMITED LIABILITY COMPANY AGREEMENT OF WORLD OMNI AUTO LEASING LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • August 25th, 2008 • World Omni Auto Leasing LLC • Asset-backed securities • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is executed as of the 27th day of June, 2008, by the undersigned the sole member, 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 Company, 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.
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 [ ], [ ]Administration Agreement • August 25th, 2008 • World Omni Auto Leasing LLC • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of [ ], [ ], is between WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuing Entity”), WORLD OMNI FINANCIAL CORP., a Florida corporation, as administrator (“World Omni” or in its capacity as administrator, the Administrator”), and [ ], a [national banking association], as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Indenture dated as of [ ], [ ] (the “Indenture”) by and between the Issuing Entity and the Indenture Trustee.
WORLD OMNI FINANCIAL CORP., as Servicer WORLD OMNI LT, as Titling Trust and AL HOLDING CORP., as Collateral Agent EXCHANGE NOTE SERVICING SUPPLEMENT 20[ ]-[ ] TO CLOSED-END SERVICING AGREEMENT Dated as of [ ], [ ]Closed-End Servicing Agreement • August 25th, 2008 • World Omni Auto Leasing LLC • Asset-backed securities • New York
THIS EXCHANGE NOTE SERVICING SUPPLEMENT 20[ ]-[ ] TO CLOSED-END SERVICING AGREEMENT (as amended, modified or supplemented from time to time, the “Exchange Note Servicing Supplement”), dated as of [ ], [ ], is among (i) WORLD OMNI FINANCIAL CORP., a Florida corporation (“World Omni”), as servicer (in such capacity, the “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”).
THIRD AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT Dated as of July 16, 2008 among WORLD OMNI LT, as Borrower, AUTO LEASE FINANCE LLC, as Initial Beneficiary, AL HOLDING CORP., as Closed-End Collateral Agent, BANK OF AMERICA, N.A., as Deal Agent,...Collateral Agency Agreement • August 25th, 2008 • World Omni Auto Leasing LLC • Asset-backed securities • New York
Under the Existing Collateral Documents, among other things, the Existing 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 “Existing Security Interests”). The Existing Security Interests were granted to secure ALF LP’s obligations as borrower under the Existing Warehouse Facilities.
FOURTH AMENDED AND RESTATED SERVICING AGREEMENT Dated as of July 16, 2008 among WORLD OMNI FINANCIAL CORP., as Closed-End Servicer, WORLD OMNI LT, as Titling Trust, and AL HOLDING CORP., as Closed-End Collateral AgentServicing Agreement • August 25th, 2008 • World Omni Auto Leasing LLC • Asset-backed securities • New York
(Includes terms defined in the Borrower Novation Agreement, the Collateral Agent Assignment Agreement, the Collateral Agency Agreement, the Security Agreement, the ALF LLC Agreement or this Closed-End Servicing Agreement. References in this Index to Appendix A are to Appendix A to the Collateral Agency Agreement.)
THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT Dated as of July 16, 2008 between WORLD OMNI LT, as Borrower, and AL HOLDING CORP., as Closed-End Collateral AgentPledge and Security Agreement • August 25th, 2008 • World Omni Auto Leasing LLC • Asset-backed securities • New York
The Existing Back-Up Security Agreement and the Existing Security Agreement are now amended and restated in their entirety to read, collectively, as follows:
WORLD OMNI LT 20[ ]-[ ] EXCHANGE NOTE SUPPLEMENT TO COLLATERAL AGENCY AGREEMENT Among WORLD OMNI LT, As Borrower, AUTO LEASE FINANCE LLC, As Initial Beneficiary, AL HOLDING CORP., As Closed-End Collateral Agent, And U.S. BANK NATIONAL ASSOCIATION, As...Exchange Note Supplement to Collateral Agency Agreement • August 25th, 2008 • World Omni Auto Leasing LLC • 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”).
