TRUST AGREEMENT between WORLD OMNI AUTO LEASING LLC, as Depositor, and BNY MELLON TRUST OF DELAWARE, as Owner Trustee Dated June 13, 2012Trust Agreement • June 15th, 2012 • World Omni Automobile Lease Securitization Trust 2012-A • Asset-backed securities • Delaware
This TRUST AGREEMENT is dated June 13, 2012 between WORLD OMNI AUTO LEASING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, as owner trustee (not in its individual capacity, but solely as owner trustee, the “Owner Trustee”).
UNDERWRITING AGREEMENT FOR THE NOTES WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2012-AUnderwriting Agreement • June 15th, 2012 • World Omni Automobile Lease Securitization Trust 2012-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 Union Bank, N.A., 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 BNY Mellon Trust of Delaware, 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).
EXCHANGE NOTE SALE AGREEMENT dated as of June 13, 2012 between AUTO LEASE FINANCE LLC, as Seller and WORLD OMNI AUTO LEASING LLC, as BuyerExchange Note Sale Agreement • June 15th, 2012 • World Omni Automobile Lease Securitization Trust 2012-A • Asset-backed securities • New York
THIS EXCHANGE NOTE SALE AGREEMENT is made and entered into as of June 13, 2012 (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 2012-A, AS ISSUING ENTITY WORLD OMNI FINANCIAL CORP., AS ADMINISTRATOR AND UNION BANK, N.A., AS INDENTURE TRUSTEE DATED AS OF JUNE 13, 2012Administration Agreement • June 15th, 2012 • World Omni Automobile Lease Securitization Trust 2012-A • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of June 13, 2012, is between WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2012-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 UNION BANK, N.A., 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 June 13, 2012 (the “Indenture”) by and between the Issuing Entity and the Indenture Trustee.
EXCHANGE NOTE TRANSFER AGREEMENT dated as of June 13, 2012 between WORLD OMNI AUTO LEASING LLC, as Depositor and WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2012-A, as Issuing Entity and BuyerExchange Note Transfer Agreement • June 15th, 2012 • World Omni Automobile Lease Securitization Trust 2012-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 June 13, 2012 by WORLD OMNI AUTO LEASING LLC, a Delaware limited liability company (the “Depositor”), and WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2012-A, a Delaware statutory trust (the “Buyer” or the “Issuing Entity”).
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 2012-A TO CLOSED-END SERVICING AGREEMENT Dated as of June 13, 2012Servicing Agreement • June 15th, 2012 • World Omni Automobile Lease Securitization Trust 2012-A • Asset-backed securities • New York
THIS EXCHANGE NOTE SERVICING SUPPLEMENT 2012-A TO CLOSED-END SERVICING AGREEMENT (as amended, modified or supplemented from time to time, the “Exchange Note Servicing Supplement”), dated as of June 13, 2012, 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”).
WORLD OMNI LT 2012-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...Collateral Agency Agreement • June 15th, 2012 • World Omni Automobile Lease Securitization Trust 2012-A • Asset-backed securities • New York
THIS 2012-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 June 13, 2012, 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”).
