Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement
On
March 4, 2025, World Omni Financial Corp. (“World Omni”) and World Omni Auto Leasing LLC (the “Depositor”)
entered into an Underwriting Agreement with MUFG Securities Americas Inc., BofA Securities, Inc., TD Securities (USA) LLC and Wells
Fargo Securities, LLC, as representatives of the underwriters named therein (collectively, the “Underwriters”), whereby each
of the Underwriters has severally agreed to purchase $896,700,000 aggregate principal balance of various classes of Asset-Backed
Notes, Series 2025-A, to be issued by World Omni Automobile Lease Securitization Trust 2025-A (the “Trust”), a Delaware
statutory trust created pursuant to that certain Trust Agreement, dated as of February 4, 2025, as will be amended and restated by
the Trust Agreement, to be dated as of March 12, 2025, each by and between the Depositor and U.S. Bank Trust National Association,
as owner trustee (the “Owner Trustee”). The Underwriting Agreement provides that the obligations of the Underwriters are subject
to specified conditions precedent and that the Underwriters will purchase all of the Notes (as defined below) if any of the Notes are
purchased. World Omni and the Depositor have agreed to indemnify the Underwriters against some liabilities or contribute to payments which
the Underwriters may be required to make in respect of some liabilities, in each case, including civil liabilities under the Securities
Act.
The
sale of the Notes has been registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”) under a Registration
Statement on Form SF-3 (Commission File No. 333-264720). It is anticipated that the Notes will be issued on or about
March 12, 2025 (the “Issuance Date”).
The Underwriting Agreement is filed as an exhibit hereto.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
The registrant has filed a final prospectus, dated March 4, 2025,
setting forth a description of the collateral pool and the structure of $130,000,000 aggregate principal amount of the Class A-1
Asset-Backed Notes (the “Class A-1 Notes”), $167,000,000 aggregate principal amount of the Class A-2a Asset-Backed
Notes (the “Class A-2a Notes”), $153,000,000 aggregate principal amount of the Class A-2b Asset-Backed Notes (the
“Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), $320,000,000
aggregate principal amount of the Class A-3 Asset-Backed Notes (the “Class A-3 Notes”), $69,590,000 aggregate principal
amount of the Class A-4 Asset-Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), and $57,110,000 aggregate principal amount of
the Class B Asset-Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”)
to be issued by the Trust. The Notes are being offered publicly for sale.
On the Issuance Date, the Depositor will enter into an amended and
restated Trust Agreement, in substantially the form of which is filed as an exhibit hereto, with the Owner Trustee, relating to the Trust.
On the Issuance Date, World Omni LT (the “Titling Trust”), Auto Lease Finance LLC (the “Initial Beneficiary”),
AL Holding Corp. (the “Closed-End Collateral Agent”) and U.S. Bank Trust Company, National Association, as successor-in-interest
to U.S. Bank National Association (the “Closed-End Administrative Agent”) will enter into an Exchange Note Supplement, in
substantially the form of which is filed as an exhibit hereto, pursuant to which an exchange note secured by a pool of leases and the
related leased vehicles will be issued by the Titling Trust to the Initial Beneficiary. On the Closing Date, the Initial Beneficiary and
the Depositor will enter into an Exchange Note Sale Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant
to which the exchange note will be sold from the Initial Beneficiary to the Depositor. On the Issuance Date, the Depositor and the Trust
will enter into an Exchange Note Transfer Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which
the exchange note will be sold from the Depositor to the Trust. On the Issuance Date, World Omni Financial Corp., as servicer (the “Servicer”),
the Titling Trust and the Closed-End Collateral Agent will enter into an Exchange Note Servicing Supplement, in substantially the form
of which is filed as an exhibit hereto, pursuant to which the Servicer will agree to service the leases and related leased vehicles related
to the exchange note. On the Issuance Date, the Trust will issue the Notes pursuant to an Indenture (the “Indenture”), to
be dated as of the Issuance Date, among the Trust, Wilmington Trust, National Association, as indenture trustee (the “Indenture
Trustee”), and Wilmington Trust, National Association, as account bank, in substantially the form of which is filed as an exhibit
hereto. On the Issuance Date, the Trust, the Indenture Trustee and World Omni, as administrator (the “Administrator”), will
enter into an Administration Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the Administrator
agrees to perform certain duties and obligations of the Trust and the Owner Trustee under the transaction documents. On the Issuance Date,
the Trust, the Servicer, the Administrator and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset
Representations Reviewer”), will enter into an Asset Representations Review Agreement, in substantially the form of which is filed
as an exhibit hereto, pursuant to which the Asset Representations Reviewer will agree to perform, upon satisfaction of certain trigger
events, reviews of certain leases for compliance with the representations and warranties made about such leases.
Legal opinions and a consent of Kirkland & Ellis LLP are attached
as Exhibit 5.1 and Exhibit 8.1.
In connection with the offering of the Notes, the chief executive officer
of the Depositor has made the certifications required by Paragraph I.B.1(a) of Form SF-3, attached hereto as Exhibit 36.1.
The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.