UNDERWRITING AGREEMENT FOR THE NOTES WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2011-AUnderwriting Agreement • May 5th, 2011 • World Omni Automobile Lease Securitization Trust 2011-A • 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 The Bank of New York Mellon, 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 U.S. Bank Trust National Association, 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).
TRUST AGREEMENT between WORLD OMNI AUTO LEASING LLC, as Depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee Dated May 5, 2011Trust Agreement • May 5th, 2011 • World Omni Automobile Lease Securitization Trust 2011-A • Asset-backed securities • Delaware
This TRUST AGREEMENT is dated May 5, 2011 between WORLD OMNI AUTO LEASING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and U.S. BANK TRUST NATIONAL ASSOCIATION (as successor by assignment to BNY MELLON TRUST OF DELAWARE), as owner trustee (not in its individual capacity, but solely as owner trustee, the “Owner Trustee”).
EXCHANGE NOTE SALE AGREEMENT dated as of May 5, 2011 between AUTO LEASE FINANCE LLC, as Seller and WORLD OMNI AUTO LEASING LLC, as BuyerExchange Note Sale Agreement • May 5th, 2011 • World Omni Automobile Lease Securitization Trust 2011-A • Asset-backed securities • New York
THIS EXCHANGE NOTE SALE AGREEMENT is made and entered into as of May 5, 2011 (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”).
ADMINISTRATION AGREEMENT AMONG WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2011-A, AS ISSUING ENTITY WORLD OMNI FINANCIAL CORP., AS ADMINISTRATOR AND THE BANK OF NEW YORK MELLON, AS INDENTURE TRUSTEE DATED AS OF MAY 5, 2011Administration Agreement • May 5th, 2011 • World Omni Automobile Lease Securitization Trust 2011-A • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of May 5, 2011, is between WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2011-A, 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 THE BANK OF NEW YORK MELLON, a New York banking corporation, 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 May 5, 2011 (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 Closed-End Collateral Agent EXCHANGE NOTE SERVICING SUPPLEMENT 2011-A TO CLOSED-END SERVICING AGREEMENT Dated as of May 5, 2011Closed-End Servicing Agreement • May 5th, 2011 • World Omni Automobile Lease Securitization Trust 2011-A • Asset-backed securities • New York
THIS EXCHANGE NOTE SERVICING SUPPLEMENT 2011-A TO CLOSED-END SERVICING AGREEMENT (as amended, modified or supplemented from time to time, the “Exchange Note Servicing Supplement”), dated as of May 5, 2011, 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”).
EXCHANGE NOTE TRANSFER AGREEMENT dated as of May 5, 2011 between WORLD OMNI AUTO LEASING LLC, as Depositor and WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2011-A, as Issuing Entity and BuyerExchange Note Transfer Agreement • May 5th, 2011 • World Omni Automobile Lease Securitization Trust 2011-A • 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 May 5, 2011 by WORLD OMNI AUTO LEASING LLC, a Delaware limited liability company (the “Depositor”), and WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2011-A, a Delaware statutory trust (the “Buyer” or the “Issuing Entity”).
WORLD OMNI LT 2011-A 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 5th, 2011 • World Omni Automobile Lease Securitization Trust 2011-A • Asset-backed securities • New York
THIS 2011-A 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 May 5, 2011, 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”).
