0001144204-16-120146.txt : 20160818 0001144204-16-120146.hdr.sgml : 20160818 20160818130835 ACCESSION NUMBER: 0001144204-16-120146 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160817 0001439697 0001004150 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160818 DATE AS OF CHANGE: 20160818 Auto loans FILER: COMPANY DATA: COMPANY CONFORMED NAME: World Omni Automobile Lease Securitization Trust 2016-A CENTRAL INDEX KEY: 0001678361 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-210865-02 FILM NUMBER: 161840544 BUSINESS ADDRESS: STREET 1: 190 JIM MORAN BOULEVARD CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 BUSINESS PHONE: 954-429-2200 MAIL ADDRESS: STREET 1: 190 JIM MORAN BOULEVARD CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 FILER: COMPANY DATA: COMPANY CONFORMED NAME: World Omni LT CENTRAL INDEX KEY: 0001443836 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 300500335 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-178682-01 FILM NUMBER: 161840545 BUSINESS ADDRESS: STREET 1: 190 JIM MORAN BOULEVARD CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 BUSINESS PHONE: 954-429-2200 MAIL ADDRESS: STREET 1: 190 JIM MORAN BOULEVARD CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 FILER: COMPANY DATA: COMPANY CONFORMED NAME: World Omni Auto Leasing LLC CENTRAL INDEX KEY: 0001439697 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 900399122 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-152253 FILM NUMBER: 161840546 BUSINESS ADDRESS: STREET 1: 190 JIM MORAN BOULEVARD CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 BUSINESS PHONE: 954-429-2200 MAIL ADDRESS: STREET 1: 190 JIM MORAN BOULEVARD CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 8-K 1 v447278_8k.htm FORM 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report

(Date of earliest event reported):

 

August 17, 2016

 

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2016-A

(Issuing Entity with respect to Securities)

(CIK: 0001678361)

 

WORLD OMNI FINANCIAL CORP.

(Sponsor with respect to Securities)
(CIK: 0001004150)

 

WORLD OMNI AUTO LEASING LLC

(Depositor with respect to Securities)
(CIK: 0001439697)

 

Delaware

(State or other jurisdiction of incorporation or organization)

 

333-210865-02

(Commission File Number)

 

90-0399122

(Depositor’s IRS Employer Identification No.)

 

190 Jim Moran Boulevard

Deerfield Beach, FL 33442

(Address of principal executive offices of registrant, including zip Code)

 

Registrant’s telephone number, including area code: (954) 429-2000

 

Former name or former address, if changed since last report: Not applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On August 17, 2016, World Omni LT (the “Titling Trust”), World Omni Financial Corp., as Closed-End Servicer (the “Servicer”), and AL Holding Corp., as Closed-End Collateral Agent (the “Closed-End Administrative Agent”) entered into the Second Amendment to Fifth Amended and Restated Servicing Agreement (the “Servicing Agreement Amendment”). The Servicing Agreement Amendment amends the Fifth Amended and Restated Servicing Agreement, dated as of December 15, 2009 (and previously amended, the “Base Servicing Agreement”), among the Titling Trust, the Servicer and the Closed-End Administrative Agent (filed as Exhibit 10.5 to the registrant’s Form SF-3 and filed on April 22, 2016, Commission File No. 333-210865), to, among other things, eliminate the obligation of the Servicer to monitor insurance during the term of the related closed-end lease and the Servicer’s obligation to remit amounts that would have been recoverable and paid to the Titling Trust as loss payee on such insurance policies under certain circumstances.

 

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit 10.1   Second Amendment to Fifth Amended and Restated Servicing Agreement, dated as of August 17, 2016, by and among World Omni Financial Corp., as Closed-End Servicer, World Omni LT, as Titling Trust, and AL Holding Corp., as Closed-End Collateral Agent.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the depositor has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

                 
       

WORLD OMNI AUTO LEASING LLC

         
       
Dated: August 18, 2016       By:    /s/ Bryan Romano          
            Name:   Bryan Romano
            Its:   Assistant Treasurer

 

 

 

 

INDEX OF EXHIBITS

 

 

Exhibit 10.1   Second Amendment to Fifth Amended and Restated Servicing Agreement, dated as of August 17, 2016, by and among World Omni Financial Corp., as Closed-End Servicer, World Omni LT, as Titling Trust, and AL Holding Corp., as Closed-End Collateral Agent.

 

 

 EX-10.1 2 v447278_ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED

SERVICING AGREEMENT

 

THIS SECOND AMENDMENT to FIFTH AMENDED AND RESTATED SERVICING AGREEMENT, dated as of August 17, 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.

 

Background

 

1. The Titling Trust, ALHC and WOFCO have entered into that certain Fifth Amended and Restated Servicing Agreement, dated as of December 15, 2009 (as amended, supplemented or otherwise modified through the date hereof, the “Agreement”).

 

2. The parties hereto desire to amend the Agreement in certain respects as set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

 

SECTION 1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

 

SECTION 2. Amendments to the Agreement. Section 3.7(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“(c) The Closed-End Servicer shall use commercially reasonable efforts to ensure that the Obligor under each Closed-End Lease shall have, at the time of the origination of such Closed-End Lease, a comprehensive, collision and property damage insurance policy covering the Closed-End Vehicle to which such Closed-End Lease relates and naming the Titling Trust as a loss payee, as well as public liability, bodily injury and property damage coverage equal to the amounts required by applicable state law as set forth in the Closed-End Lease, and naming the Titling Trust as an additional insured.”

 

SECTION 3. Miscellaneous. The Agreement, as amended hereby, remains in full force and effect. Any reference to the Agreement from and after the date hereof shall be deemed to refer to the Agreement as amended hereby, unless otherwise expressly stated. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to otherwise applicable principles of conflicts of law (other than Section 5-1401 of the New York General Obligations Law). This Amendment may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.

 

 

 

 

SECTION 4. Effective Date of this Amendment. This Amendment shall become effective on the date that the Deal Agent shall have received counterparts of this Amendment (including facsimile copies) duly executed by all of the parties hereto.

 

 

[SIGNATURE PAGES FOLLOW]

 

 

 

 

 

 

 

 

 2

2nd 2nd Amendment to Fifth Amended and
Restated Servicing Agreement

 

  

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written.

 

WORLD OMNI LT.,

as Titling Trust

 

By: VT INC., as trustee

 

 

By:  /s/ Edwin J. Janis                   

Name: Edwin J. Janis

Its: Vice President

 

 

 

AL HOLDING CORP.,

as Closed-End Collateral Agent

 

By:  /s/ Albert J. Fioravanti          

Name: Albert J. Fioravanti

Its: President

 

 

 

WORLD OMNI FINANCIAL CORP.,

as Closed-End Servicer

 

By:  /s/ Bryan Romano                  

Name: Bryan Romano

Its: Assistant Treasurer