Fifth Amended and Restated Servicing Agreement, dated as of December 15, 2009,



 Exhibit 10.5 

EXECUTION COPY 
 FIFTH AMENDED AND RESTATED SERVICING AGREEMENT 
 Dated as of
December 15, 2009 
 among 
 WORLD OMNI FINANCIAL CORP., 
 as Closed-End Servicer, 

WORLD OMNI LT, 
 as Titling Trust, 
 and 

AL HOLDING CORP., 
 as Closed-End Collateral Agent 







 TABLE OF CONTENTS 

ARTICLE I. 

USAGE AND DEFINITIONS 
 ARTICLE II. 
 DESIGNATION 

 

							
	Section 2.1	 	Direction to the Closed-End Servicer	  	 	2	  
	Section 2.2	 	Servicing Supplement	  	 	2	  
	
	ARTICLE III.	  
	
	THE CLOSED-END SERVICER	  
			
	Section 3.1	 	Appointment of Closed-End Servicer	  	 	3	  
	Section 3.2	 	Representations of the Closed-End Servicer	  	 	3	  
	Section 3.3	 	Liability of the Closed-End Servicer; Indemnities	  	 	4	  
	Section 3.4	 	Merger or Consolidation of, or Assumption of the Obligations of, Closed-End Servicer	  	 	5	  
	Section 3.5	 	Delegation of Duties	  	 	6	  
	Section 3.6	 	World Omni Not to Resign as Closed-End Servicer	  	 	6	  
	Section 3.7	 	Maintenance and Assignment of Blanket Insurance. Policies; Obligor Insurance Coverage	  	 	6	  
	Section 3.8	 	Execution of Documents; Licenses and Applications	  	 	7	  
	Section 3.9	 	Fees and Expenses	  	 	8	  
	Section 3.10	 	Termination	  	 	8	  
	
	ARTICLE IV.	  
	
	PURCHASE OF CLOSED-END LEASES AND CLOSED-END VEHICLES	  
			
	Section 4.1	 	Origination of Closed-End Leases by Dealers; Role of Closed-End Servicer	  	 	9	  
	Section 4.2	 	Administration and Titling of Closed-End Vehicles	  	 	9	  
	Section 4.3	 	Purchase of Closed-End Leases and Closed-End Vehicles	  	 	10	  
	Section 4.4	 	Listing of Vehicle Identification Numbers	  	 	10	  
	Section 4.5	 	Assignment of Dealer Recourse Rights	  	 	10	  


  
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	ARTICLE V.	  
	
	COLLECTIONS AND APPLICATION OF FUNDS	  
			
	Section 5.1	 	Remittance	  	 	10	  
	Section 5.2	 	Establishment of Certain Accounts; Payments, Disbursements and Reimbursements	  	 	12	  
	Section 5.3	 	Investment of Amounts in the Accounts	  	 	18	  
	
	ARTICLE VI.	  
	
	ADMINISTRATION AND SERVICING OF CLOSED-END LEASES	  
			
	Section 6.1	 	Duties of Closed-End Servicer	  	 	19	  
	Section 6.2	 	Collection of Payments	  	 	20	  
	Section 6.3	 	Other Authorized Actions with Respect to the Servicing of the Closed-End Leases	  	 	20	  
	Section 6.4	 	Custody of Lease Files; Custodial Duties	  	 	20	  
	Section 6.5	 	Records	  	 	22	  
	Section 6.6	 	Maintenance of Record Interests in Closed-End Vehicles	  	 	22	  
	Section 6.7	 	No Impairment	  	 	23	  
	
	ARTICLE VII.	  
	
	SALE OF CLOSED-END VEHICLES	  
			
	Section 7.1	 	Return, Repossession and Sale of Closed-End Vehicles	  	 	23	  
	Section 7.2	 	Procedures Upon Sale	  	 	24	  
	Section 7.3	 	Security Deposits	  	 	24	  
	
	ARTICLE VIII.	  
	
	CLOSED-END SERVICER DEFAULT	  
			
	Section 8.1	 	Facility Servicer Event of Default	  	 	25	  
	Section 8.2	 	Warehouse Facility Servicer Events of Default	  	 	25	  
	Section 8.3	 	Exchange Note Servicer Events of Default	  	 	26	  
	Section 8.4	 	Appointment of Successor Servicer	  	 	27	  
	Section 8.5	 	Waiver of Servicer Event of Default	  	 	29	  
	
	ARTICLE IX.	  
	
	REPORTING	  
			
	Section 9.1	 	Monthly Warehouse Facility Pool Reports	  	 	29	  
	Section 9.2	 	Monthly Reference Pool Reports	  	 	29	  
	Section 9.3	 	Annual Statement as to Compliance	  	 	29	  
	Section 9.4	 	Annual Independent Certified Public Accountants’ Report	  	 	29	  
	Section 9.5	 	Other Notices	  	 	30	  


  
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	ARTICLE X.	  
	
	MISCELLANEOUS	  
			
	Section 10.1	 	Amendments	  	 	30	  
	Section 10.2	 	No Legal Title to Closed-End Assets	  	 	30	  
	Section 10.3	 	Notices	  	 	30	  
	Section 10.4	 	Third-Party Beneficiaries	  	 	31	  
	Section 10.5	 	No Petition	  	 	31	  
	Section 10.6	 	GOVERNING LAW; SUBMISSION TO JURISDICTION	  	 	31	  
	Section 10.7	 	WAIVER OF JURY TRIAL	  	 	31	  
	Section 10.8	 	Severability	  	 	32	  
	Section 10.9	 	Counterparts	  	 	32	  
	Section 10.10	 	Headings	  	 	32	  
	Section 10.11	 	Further Assurances	  	 	32	  
	Section 10.12	 	Agent for Service	  	 	32	  
	Section 10.13	 	Limitation of Recourse to Titling Trustee	  	 	32	  
	Section 10.14	 	Waiver of Opinion	  	 	33	  
			
	Exhibit A	 	Locations of Lease Files	  			
	Exhibit B	 	Monthly Warehouse Facility Pool Report	  			
	Exhibit C	 	Form of Closed-End Power of Attorney	  			
	Exhibit D	 	Dealer Agreement	  			
	Exhibit E	 	Authorized Officers of U.S. Bank Trust	  			
	Exhibit F	 	Authorized Officers of U.S. Bank	  			


  
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 INDEX OF DEFINED TERMS  

(Includes terms defined in 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.) 

 

			
	$	  	Appendix A, Page 12
	Additional Warehouse Facilities	  	Appendix A, Page 3
	Additional Warehouse Facility	  	Appendix A, Page 3
	Administrative Repurchase	  	Appendix A, Page 3
	Advance	  	Appendix A, Page 3
	Adverse Claim	  	Appendix A, Page 3
	Adverse Selection Criteria	  	Collateral Agency Agreement, Section 6.2(b) (Subclause (D))
	Affected Party	  	Appendix A, Page 3
	Affected Trust Asset	  	Closed-End Servicing Agreement, Section 5.2(b)(iv)
	Affected Trust Assets	  	Closed-End Servicing Agreement, Section 5.2(b)(iv)
	Affiliate	  	Appendix A, Page 3
	Affiliated	  	Appendix A, Page 4
	Aggregate Loan Amount	  	Appendix A, Page 4
	Agreed Value	  	ALF LLC Ageement, Section 1.1
	Alabama Trust	  	Appendix A, Page 4
	Alabama Trustee	  	Collateral Agency Agreement, Recitals
	Alabama UTI Certificate	  	Collateral Agency Agreement, Recitals
	ALF LLC	  	Appendix A, Page 4
	ALF LLC Agreement	  	Appendix A, Page 4
	ALF LLC Documents	  	ALF LLC Ageement, Section 1.1
	ALF LLC Indemnified Person	  	ALF LLC Ageement, Section 7.8(b)
	ALF LP	  	Appendix A, Page 4
	ALF LP Certificate of Cancellation	  	ALF LLC Ageement, Section 1.1
	ALF LP Contribution Agreement	  	Appendix A, Page 4
	ALHC	  	Appendix A, Page 4
	Applicable Base Margin	  	Appendix A, Page 4
	Applicable Law	  	Appendix A, Page 4
	Asset Pool	  	Appendix A, Page 4
	Assigned Agreements	  	Collateral Agent Assignment Agreement, SECTION 2(b)
	Assigned Security Interests	  	Collateral Agent Assignment Agreement, SECTION 2(c)
	Assignee	  	ALF LLC Ageement, Section 1.1
	Authorized Officer	  	Appendix A, Page 4
	Automotive Lease Guide	  	Appendix A, Page 4
	Bank of America	  	Appendix A, Page 5
	Bankrupt	  	ALF LLC Ageement, Section 1.1
	Bankruptcy	  	ALF LLC Ageement, Section 1.1
	Bankruptcy Code	  	Appendix A, Page 5
	Basic Documents	  	Appendix A, Page 5
	Beneficial Interest	  	Appendix A, Page 5
	Board	  	ALF LLC Ageement, Section 7.2
	Board Resolution	  	Appendix A, Page 6
	Booked Residual Value	  	Appendix A, Page 6
	Borrower	  	1, Appendix A, Page 6
	Borrower Accounts	  	Security Agreement, Section 2.1(g)
	Borrower Novation	  	Collateral Agency Agreement, Recitals
	Borrower Novation Agreement	  	Appendix A, Page 6
	Borrowing Base	  	Appendix A, Page 6
	Borrowing Base Certificate	  	Appendix A, Page 6
	Borrowing Request	  	Appendix A, Page 6


  
 i 









			
	BTM	  	Appendix A, Page 6
	BTM Fee Letter	  	Appendix A, Page 6
	BTM Receivables Financing Agreement	  	Appendix A, Page 6
	BTM Warehouse Facility Agent	  	BTM Fee Letter
	BTM Warehouse Facility Lender	  	BTM Fee Letter
	Business Day	  	Appendix A, Page 6
	CA Assignment Effective Time	  	Collateral Agent Assignment Agreement, SECTION 2
	CAA Indemnified Parties	  	Collateral Agency Agreement, Section 2.6(a)
	CAA Indemnified Party	  	Collateral Agency Agreement, Section 2.6(a)
	CAA Liabilities	  	Collateral Agency Agreement, Section 2.6(a)
	Capital Contribution	  	ALF LLC Ageement, Section 1.1
	Carrying Costs	  	Appendix A, Page 6
	Cash Flow	  	ALF LLC Ageement, Section 1.1
	Certificate	  	Appendix A, Page 7
	Certificate of Formation	  	ALF LLC Ageement, Section 2.3
	Certificate of Merger	  	ALF LLC Ageement, Section 1.1
	Certificate of Title	  	Appendix A, Page 7
	Certificates of Merger	  	ALF LLC Ageement, Section 1.1
	Certificates of Title	  	Appendix A, Page 7
	Change in Control	  	Appendix A, Page 7
	Charged-off Lease	  	Appendix A, Page 7
	Claim	  	Appendix A, Page 7
	Class	  	Appendix A, Page 7
	Closed-End Administation Agreement, Section 2.1	  	Closed-End Administrative Duties
	Closed-End Administration Agreement	  	Appendix A, Page 7
	Closed-End Administrative Agent	  	Appendix A, Page 7
	Closed-End Allocable Share	  	Closed-End Servicing Agreement, Section 5.2(b)(iv)
	Closed-End Asset	  	Appendix A, Page 7
	Closed-End Certificate	  	Appendix A, Page 8
	Closed-End Collateral Agent	  	Appendix A, Page 8
	Closed-End Collateral Specification Notice	  	Appendix A, Page 8
	Closed-End Collateral Specified Interest	  	Appendix A, Page 8
	Closed-End Collected Amounts	  	Appendix A, Page 8
	Closed-End Collections	  	Appendix A, Page 8
	Closed-End EN Collected Amounts	  	Appendix A, Page 8
	Closed-End EN Collection Period	  	Appendix A, Page 8
	Closed-End EN Secured Parties	  	Appendix A, Page 9
	Closed-End EN Secured Party	  	Appendix A, Page 9
	Closed-End Exchange Note	  	Collateral Agency Agreement, Section 6.1(a)
	Closed-End Exchange Note Collections	  	Appendix A, Page 9
	Closed-End Exchange Note Payment Date	  	Appendix A, Page 8
	Closed-End Exchange Note Shared Amounts	  	Collateral Agency Agreement, Section 10.4(b)
	Closed-End Exchange Notes	  	Collateral Agency Agreement, Section 6.1(a)
	Closed-End Lease	  	Appendix A, Page 9
	Closed-End Obligor	  	Appendix A, Page 9
	Closed-End Servicer	  	Appendix A, Page 9
	Closed-End Servicing Agreement	  	Appendix A, Page 9
	Closed-End Unit	  	Appendix A, Page 9
	Closed-End Vehicle	  	Appendix A, Page 9
	Closed-End Warehouse Additional Amounts	  	Closed-End Servicing Agreement, Section 5.2(b)(v)
	Closed-End Warehouse Collected Amounts	  	Appendix A, Page 9
	Closed-End Warehouse Collections	  	Appendix A, Page 9
	Closed-End Warehouse Excess Funds	  	Closed-End Servicing Agreement, Section 5.2(b)(v)
	Closed-End Warehouse Facility Lease	  	Appendix A, Page A-10
	Closed-End Warehouse Facility Vehicle	  	Appendix A, Page 10
	Closed-End Warehouse Fees and Taxes	  	Closed-End Servicing Agreement, Section 5.2(d)


  
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	Closed-End Warehouse Servicer Expenses	  	Closed-End Servicing Agreement, Section 5.2(d)
	Closed-End WH Servicer Reimbursement	  	Closed-End Servicing Agreement, Section 5.2(d)
	Closing Date	  	Appendix A, Page 10
	Code	  	Appendix A, Page 10
	Collateral	  	Security Agreement, Section 2.1
	Collateral Agency Accession Agreement	  	Collateral Agency Agreement, Section 2.1(b)
	Collateral Agency Agreement	  	Appendix A, Page 10
	Collateral Agent Administrator	  	Appendix A, Page 8
	Collateral Agent Assigned Rights	  	Collateral Agent Assignment Agreement, SECTION 2
	Collateral Agent Assignee	  	Collateral Agent Assignment Agreement, Preamble
	Collateral Agent Assignment Agreement	  	Collateral Agency Agreement, Recitals
	Collateral Agent Assignor	  	Collateral Agent Assignment Agreement, Preamble
	Collateral Document	  	Appendix A, Page 10
	Collection Account	  	Appendix A, Page 10
	Commercial Paper Note	  	Appendix A, Page 10
	Commission	  	Appendix A, Page 10
	Commitment	  	Appendix A, Page 10
	Commitment Period	  	Appendix A, Page 10
	Commitments	  	Appendix A, Page 10
	Company	  	ALF LLC Ageement, Preamble
	Company Account	  	Appendix A, Page 10
	Company Account Agreement	  	Appendix A, Page 10
	Company Account Bank	  	Appendix A, Page 10
	Company Authorized Officer	  	ALF LLC Ageement, Section 1.1
	Confidential Information	  	Collateral Agency Agreement, Section 11.8(b)
	Contingent Liabilities	  	Appendix A, Page 11
	Contingent Liability	  	Appendix A, Page 10
	Contributed Property	  	ALF LLC Ageement, Section 1.1
	Contribution	  	ALF LLC Ageement, Section 3.1(f)
	Corporate Trust Office	  	Appendix A, Page 11
	Covered Parties	  	Closed-End Servicing Agreement, Section 3.7(a)
	Credit and Collection Policy	  	Appendix A, Page 11
	Current Receivables Financing Agreements	  	Appendix A, Page 11
	Current Warehouse Facilities	  	Appendix A, Page 11
	Current Warehouse Facility	  	Appendix A, Page 11
	Cutoff Date	  	Appendix A, Page 11
	Deal Agent	  	Appendix A, Page 12
	Dealer	  	Appendix A, Page 12
	Dealer Agreement	  	Appendix A, Page 12
	Dealer Recourse Right	  	Appendix A, Page 12
	Default Notice	  	Appendix A, Page 12
	Defaulted Receivable	  	Appendix A, Page 12
	Delaware LLC Act	  	ALF LLC Ageement, Section 1.1
	Delaware Statutory Trust Act	  	Appendix A, Page 12
	Delaware Trustee	  	Appendix A, Page 12
	Delinquent Receivable	  	Appendix A, Page 12
	Deposit Account	  	Closed-End Servicing Agreement, Section 5.2(g)
	Director	  	ALF LLC Ageement, Section 7.2
	Dispose	  	ALF LLC Ageement, Section 1.1
	Disposing	  	ALF LLC Ageement, Section 1.1
	Disposition	  	ALF LLC Ageement, Section 1.1
	Disposition Contract	  	Appendix A, Page 12
	Dissolution	  	ALF LLC Ageement, Section 3.1(h)
	Dollar	  	Appendix A, Page 12
	Draft Account	  	Appendix A, Page 12
	DTC	  	Appendix A, Page 13


  
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	Effective Date	  	Appendix A, Page 13
	Effective MSRP	  	Appendix A, Page 13
	Eligible State	  	Appendix A, Page 13
	Enhancement	  	ALF LLC Ageement, Section 1.1
	ERISA	  	Appendix A, Page 13
	Eurodollar Loan	  	Appendix A, Page 13
	Eurodollar Rate (Reserve Adjusted)	  	Appendix A, Page 13
	Event of Bankruptcy	  	Appendix A, Page 13
	Exchange Note Accounts	  	Closed-End Servicing Agreement, Section 5.2(f)
	Exchange Note Allocation Percentage	  	Appendix A, Page 13
	Exchange Note Balance	  	Appendix A, Page 13
	Exchange Note Collection Account	  	Appendix A, Page 14
	Exchange Note Default	  	Collateral Agency Agreement, Section 8.7(a)
	Exchange Note Interest Amount	  	Appendix A, Page 14
	Exchange Note Interest Rate	  	Appendix A, Page 14
	Exchange Note Issuance Date	  	Collateral Agency Agreement, Section 6.3(c)(i)
	Exchange Note Principal Payment Amount	  	Appendix A, Page 14
	Exchange Note Reallocation Date	  	Collateral Agency Agreement, Section 6.2(b)(ii)
	Exchange Note Redemption Date	  	Appendix A, Page 14
	Exchange Note Redemption Price	  	Appendix A, Page 14
	Exchange Note Register	  	Collateral Agency Agreement, Section 6.5(a)
	Exchange Note Registrar	  	Collateral Agency Agreement, Section 6.5(a)
	Exchange Note Servicer Default	  	Closed-End Servicing Agreement, Section 8.3(a)
	Exchange Note Supplement	  	Collateral Agency Agreement, Section 6.1(a)
	Exchange Noteholder	  	Appendix A, Page 14
	Existing Back-Up Security Agreement	  	Collateral Agency Agreement, Recitals
	Existing Borrower	  	Collateral Agency Agreement, Recitals
	Existing Collateral Agency Agreement	  	Collateral Agency Agreement, Recitals
	Existing Collateral Documents	  	Collateral Agency Agreement, Recitals
	Existing Receivables Financing Agreements	  	Collateral Agency Agreement, Recitals
	Existing Security Agreement	  	Collateral Agency Agreement, Recitals
	Existing Security Interests	  	Collateral Agency Agreement, Recitals
	Existing Servicing Agreement	  	Closed-End Servicing Agreement, Preamble
	Existing Warehouse Collateral Agent	  	Collateral Agency Agreement, Recitals
	Existing Warehouse Facilities	  	Collateral Agency Agreement, Recitals
	Existing Warehouse Parties	  	Collateral Agency Agreement, Recitals
	Extension Fee	  	Appendix A, Page 14
	Facility Default	  	Appendix A, Page 14
	Facility Limit	  	Appendix A, Page 14
	Facility Servicer Event of Default	  	Closed-End Servicing Agreement, Section 8.1(a)
	Federal Funds Rate	  	Appendix A, Page 14
	Fee Letter	  	Appendix A, Page 15
	Fees	  	Appendix A, Page 15
	FICO Score	  	Appendix A, Page 15
	Filing Collateral	  	Appendix A, Page 15
	Final Release Date	  	Security Agreement, Section 2.5(a)
	Final Scheduled Payment Date	  	Appendix A, Page 15
	Financial Officer	  	Appendix A, Page 15
	Fiscal Quarter	  	Appendix A, Page 15
	Fiscal Year	  	Appendix A, Page 15
	Fitch	  	Appendix A, Page 15
	Force Majeure	  	Appendix A, Page 15
	GAAP	  	Appendix A, Page 15
	Governmental Authorities	  	Appendix A, Page 16
	Governmental Authority	  	Appendix A, Page 16
	Grant	  	Appendix A, Page 16


  
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	Hedge Contract	  	Appendix A, Page 16
	Holder	  	Appendix A, Page 16
	Holding Company	  	Appendix A, Page 16
	Implicit Rate	  	Appendix A, Page 16
	Indebtedness	  	Appendix A, Page 16
	Indemnified Person	  	Appendix A, Page 16
	Independent	  	Appendix A, Page 17
	Independent Director	  	ALF LLC Agreement, Section 7.3(a)(1)
	Information Recipients	  	Collateral Agency Agreement, Section 11.8(a)
	Initial ALF LLC Agreement	  	ALF LLC Ageement, Recitals
	Initial Beneficiary	  	Appendix A, Page 17
	Initial Beneficiary Purchase	  	Collateral Agency Agreement, Section 6.1(a)
	Initial Beneficiary Purchase Date	  	Collateral Agency Agreement, Section 6.1(a)
	Initial Beneficiary Purchase Notice	  	Collateral Agency Agreement, Section 6.1(a)
	Initial Beneficiary Purchase Price	  	Collateral Agency Agreement, Section 6.1(a)
	Initial Trust Documents	  	ALF LLC Ageement, Section 1.1
	Insurance Expenses	  	Appendix A, Page 17
	Insurance Policies	  	Appendix A, Page 17
	Insurance Proceeds	  	Appendix A, Page 17
	Intercreditor Agreement	  	Appendix A, Page 17
	Interest Period	  	Appendix A, Page 17
	Intermediary Funds	  	Appendix A, Page 18
	Investment Company Act	  	Appendix A, Page 18
	IRS	  	Appendix A, Page 18
	Joint Account	  	Appendix A, Page 18
	Joint Account Agreement	  	Appendix A, Page 18
	Lease Balance	  	Appendix A, Page 18
	Lease Files	  	Appendix A, Page 18
	Lease Funding Account	  	Appendix A, Page 18
	Lease Funding Account Agreement	  	Appendix A, Page 18
	Lease Funding Account Bank	  	Appendix A, Page 19
	Lease Number	  	Appendix A, Page 19
	Lien	  	Appendix A, Page 19
	Liquidation Expenses	  	Appendix A, Page 19
	Liquidation Proceeds	  	Appendix A, Page 19
	Liquidity Agent	  	Appendix A, Page 19
	Liquidity Agreement	  	Appendix A, Page 19
	Liquidity Bank	  	Appendix A, Page 19
	Managing Member	  	ALF LLC Ageement, Section 1.1
	Master Exchange Agreement	  	Appendix A, Page 19
	Material Adverse Effect	  	Appendix A, Page 19
	Maturity Date	  	Appendix A, Page 20
	Member	  	ALF LLC Ageement, Section 1.1
	Membership Interest	  	ALF LLC Ageement, Section 1.1
	Merger	  	Collateral Agency Agreement, Recitals
	Merger Agreement	  	Appendix A, Page 20
	Month End Date	  	Appendix A, Page 20
	Monthly Exchange Note Report	  	Closed-End Servicing Agreement, Section 9.2
	Monthly Reporting Date	  	Appendix A, Page 20
	Monthly Warehouse Facility Pool Report	  	Closed-End Servicing Agreement, Section 9.1
	Moody’s	  	Appendix A, Page 20
	Multi-Lender Fee Letter	  	1
	Multi-Lender Receivables Financing Agreement	  	1, Appendix A, Page 20
	Net Credit Losses	  	Appendix A, Page 21
	Net Investment Value	  	Appendix A, Page 21
	Net Liquidation Proceeds	  	Appendix A, Page 21


  
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	New York UCC	  	Closed-End Servicing Agreement, Section 5.2(g)
	Notice of Hedge Agreement Release	  	Security Agreement, Section 6.2(a)
	Notice Requirements	  	Appendix A, Page 20
	Obligation	  	Appendix A, Page 21
	Obligor	  	Appendix A, Page 21
	Officer’s Certificate	  	Appendix A, Page 21
	One-Month LIBOR	  	Appendix A, Page 21
	Open-End Collateral Specification Notice	  	Appendix A, Page 21
	Open-End Collateral Specified Interest	  	Appendix A, Page 21
	Open-End Credit and Security Agreement	  	ALF LLC Ageement, Schedule I
	Opinion of Counsel	  	Appendix A, Page 21
	Other Assets	  	Collateral Agency Agreement, Section 10.7(b)(ii)
	Other Liabilities	  	Collateral Agency Agreement, Section 10.7(c)
	Other Proceeds	  	Appendix A, Page 22
	Other Reference Pool	  	Collateral Agency Agreement, Section 10.4(b)
	Outstanding	  	Appendix A, Page 22
	Outstanding Principal Balance	  	Appendix A, Page 22
	Pass-Through Entity	  	ALF LLC Ageement, Section 4.4(d)(1)
	Payment Ahead	  	Appendix A, Page 22
	Payment Information	  	Appendix A, Page 23
	Payoff Concession Vehicle	  	Appendix A, Page 23
	Percentage	  	Appendix A, Page 23
	Permitted Activities	  	ALF LLC Ageement, Section 3.1
	Permitted Activity	  	ALF LLC Ageement, Section 3.1
	Permitted Investments	  	Appendix A, Page 23
	Permitted Lien	  	Appendix A, Page 24
	Person	  	Appendix A, Page 24
	Plan	  	Appendix A, Page 24
	Posted	  	Appendix A, Page 25
	Prepayment	  	Appendix A, Page 25
	Pro Rata Share	  	Appendix A, Page 25
	Proceeding	  	Appendix A, Page 25
	Protected Purchaser	  	Collateral Agency Agreement, Section 6.6(a)
	QI Administrator	  	Appendix A, Page 25
	Qualified Institution	  	Appendix A, Page 25
	Qualified Intermediary	  	Appendix A, Page 25
	Qualified Trust Institution	  	Appendix A, Page 25
	Qualifying Hedge Contract	  	Appendix A, Page 25
	Qualifying Swap Contract	  	Appendix A, Page 26
	Rating Agencies	  	Appendix A, Page 26
	Rating Agency	  	Appendix A, Page 26
	Receivable	  	Appendix A, Page 26
	Receivables Financing Agreement	  	Appendix A, Page 26
	Receivables Financing Agreements	  	Appendix A, Page 26
	Reference Pool	  	Collateral Agency Agreement, Section 6.2(a)
	Reference Pool Reallocation Notice	  	Collateral Agency Agreement, Section 6.2(b)
	Reference Pool Servicing Fee	  	Appendix A, Page 27
	Registered Pledgee	  	Appendix A, Page 27
	Regulation D	  	Appendix A, Page 27
	Regulatory Change	  	Appendix A, Page 27
	Released Collateral	  	Security Agreement, Section 6.3
	Released Intermediary Funds	  	Appendix A, Page 27
	Relevant Entities	  	Appendix A, Page 27
	Relevant Entity	  	Appendix A, Page 27
	Relinquished Vehicle	  	Appendix A, Page 27
	Relinquished Vehicle Proceeds	  	Appendix A, Page 28


  
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	Replacement Vehicle	  	Appendix A, Page 28
	Replacement Vehicle Purchase Price	  	Appendix A, Page 28
	Required Deposit Amount	  	Closed-End Servicing Agreement, Section 5.1(d)(ii)
	Required Lease Funding Account Balance	  	Appendix A, Page 28
	Required Remittance Date	  	Appendix A, Page 28
	Required Secured Parties	  	Appendix A, Page 28
	Required Warehouse Lenders	  	Appendix A, Page 29
	Restricted Pool	  	Appendix A, Page 29
	Restricted Pool Condition	  	Appendix A, Page 29
	Restricted Pool Condition Failure Notice	  	Collateral Agency Agreement, Section 8.15
	Return Date	  	Appendix A, Page 29
	Returned Lease Vehicle Inventory	  	Appendix A, Page 29
	Returned Vehicle	  	Appendix A, Page 29
	Returned Vehicle Disposition	  	Appendix A, Page 29
	RV Adjustment Funds	  	Appendix A, Page 30
	S&P	  	Appendix A, Page 31
	Schedule of Leases and Vehicles	  	Appendix A, Page 29
	Scheduled Commitment Termination Date	  	Appendix A, Page 29
	Scheduled Payment	  	Appendix A, Page 29
	Secured Obligation	  	Security Agreement, Section 2.2
	Secured Obligations	  	Security Agreement, Section 2.2
	Secured Parties	  	Appendix A, Page 30
	Secured Party	  	Appendix A, Page 30
	Securities Account	  	Closed-End Servicing Agreement, Section 5.2(g)
	Securities Act	  	Appendix A, Page 30
	Securities Intermediary	  	Appendix A, Page 18
	Securitization Entities	  	ALF LLC Ageement, Section 3.1(j)
	Securitization Entity	  	ALF LLC Ageement, Section 3.1(j)
	Security Agreement	  	Appendix A, Page 30
	Security Agreement Consenting Parties	  	Security Agreement, Preamble
	Security Agreement Consenting Party	  	Security Agreement, Preamble
	Security Deposit	  	Appendix A, Page 30
	Series	  	Appendix A, Page 30
	Servicer	  	1
	Servicer Event of Default	  	Appendix A, Page 30
	Servicing Agreement	  	ALF LLC Ageement, Section 1.1
	Servicing Fee	  	Appendix A, Page 30
	Servicing Fee Rate	  	Appendix A, Page 30
	Servicing Supplement	  	Closed-End Servicing Agreement, Section 2.2
	Shared Amount	  	Appendix A, Page 30
	Special Member	  	ALF LLC Ageement, Section 4.6
	Specification Notice	  	Appendix A, Page 30
	Specified Asset Titling Trust Administrator Fee	  	Appendix A, Page 31
	Specified Assets	  	Appendix A, Page 30
	Specified Interest	  	Appendix A, Page 30
	Standard & Poor’s	  	Appendix A, Page 31
	State	  	Appendix A, Page 31
	Stated Maturity Date	  	Appendix A, Page 31
	Subordinated Interest	  	Appendix A, Page 44
	Subsidiaries	  	Appendix A, Page 31
	Subsidiary	  	Appendix A, Page 31
	Substitute Member	  	ALF LLC Ageement, Section 1.1
	Tangible Net Worth	  	Appendix A, Page 31
	Titling Trust	  	Appendix A, Page 31
	Titling Trust Administrator	  	Appendix A, Page 31
	Titling Trust Administrator Fee	  	Appendix A, Page 31


  
 vii










			
	Titling Trust Agreement	  	Appendix A, Page 31
	Titling Trust Assets	  	Appendix A, Page 31
	Titling Trust Debt	  	Appendix A, Page 31
	Titling Trust Lease	  	Appendix A, Page 31
	Titling Trust Vehicle	  	Appendix A, Page 32
	Titling Trustee	  	Appendix A, Page 32
	Titling Trustee Agent	  	Appendix A, Page 32
	Titling Trustee Fee	  	Appendix A, Page 32
	Total Shared Amount	  	Collateral Agency Agreement, Section 10.4(b)
	Transfer	  	Collateral Agency Agreement, Section 6.5(f)(iv)
	Transfer Agreements	  	ALF LLC Ageement, Section 3.1(l)
	Treasury Regulations	  	Appendix A, Page 32
	TRO Holder	  	ALF LLC Ageement, Section 1.1
	Trust Documents	  	ALF LLC Ageement, Section 1.1
	Trust-Related Obligations	  	Appendix A, Page 32
	Turn-in Ratio	  	Appendix A, Page 32
	U.S. Bank	  	Appendix A, Page 32
	U.S. Bank Trust	  	Appendix A, Page 33
	UCC	  	Appendix A, Page 32
	Undertaking	  	Appendix A, Page 32
	Unmatured Warehouse Facility Termination Event	  	Appendix A, Page 32
	Unpaid Titling Trust Debt	  	Appendix A, Page 32
	UTI	  	Collateral Agency Agreement, Recitals
	VT Inc.	  	Appendix A, Page 33
	Warehouse Facilities	  	Appendix A, Page 33
	Warehouse Facility	  	Appendix A, Page 33
	Warehouse Facility Agent	  	1, Appendix A, Page 33
	Warehouse Facility Allocation Percentage	  	Appendix A, Page 33
	Warehouse Facility Lender	  	Appendix A, Page 33
	Warehouse Facility Lender Percentage	  	Appendix A, Page 33
	Warehouse Facility Lender Transfer	  	Security Agreement, Section 2.6(a)
	Warehouse Facility Lender Transferee	  	Security Agreement, Section 2.6(a)
	Warehouse Facility Lender Transferred Interest	  	Security Agreement, Section 2.6(a)
	Warehouse Facility Lenders	  	Appendix A, Page 33
	Warehouse Facility Note	  	Appendix A, Page 33
	Warehouse Facility Pool	  	Appendix A, Page 33
	Warehouse Facility Pool Servicing Fee	  	Appendix A, Page 34
	Warehouse Facility Secured Parties	  	Appendix A, Page 34
	Warehouse Facility Secured Party	  	Appendix A, Page 34
	Warehouse Facility Servicer Default	  	Closed-End Servicing Agreement, Section 8.2(a)
	Warehouse Facility Shared Amounts	  	Collateral Agency Agreement, Section 10.4(a)
	Warehouse Facility Termination Event	  	Appendix A, Page 34
	Warehouse Pool Reallocation Date	  	Collateral Agency Agreement, Section 6.2(e)
	Warehouse Pool Reallocation Notice	  	Collateral Agency Agreement, Section 6.2(e)
	Wind-Down Event	  	Appendix A, Page 34
	Wind-Down Period	  	Appendix A, Page 34
	WOLT	  	Appendix A, Page 34
	World Omni	  	Appendix A, Page 34


  
 viii









 FIFTH AMENDED AND RESTATED SERVICING AGREEMENT, dated as of December 15, 2009
(this “Closed-End Servicing Agreement”), among (i) WORLD OMNI FINANCIAL CORP., a Florida corporation (“World Omni”), as servicer (in such capacity, the “Closed-End
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”). 
 BACKGROUND 

1. As of July 16, 2008, (A) VT Inc., an Alabama corporation (“VT Inc.”), as trustee of World Omni LT,
an Alabama trust (the “Alabama Trust”) merged with and into the Titling Trust, with the Titling Trust surviving, pursuant to which the Titling Trust, by operation of law (1) assumed all of the obligations of the Alabama
Trust under the Existing Servicing Agreement and (2) acquired all of the assets of the Alabama Trust, and (B) the parties hereto entered into that certain Fourth Amended and Restated Servicing Agreement (the “Existing Servicing
Agreement”). 
 2. The assets of the Alabama Trust so acquired by the Titling Trust will be allocated initially to
a Specified Interest of the Titling Trust designated as the “Closed-End Collateral Specified Interest.” 
 3. The
Titling Trust is governed by the Titling Trust Agreement (as defined in the Collateral Agency Agreement (as defined below)), which contemplates that the Titling Trust may enter into a Servicing Agreement (as defined in the Titling Trust Agreement)
providing for the administration and servicing of the Specified Assets allocated to any Specified Interest of the Titling Trust. 
 4. The parties now wish to amend and restate the Existing Servicing Agreement, to provide that such agreement will constitute the “Servicing Agreement” (as defined in Titling Trust Agreement)
with respect to the Closed-End Collateral Specified Interest. 
 The Existing Servicing Agreement is now amended and restated in
its entirety as follows: 
 ARTICLE I.  
 USAGE AND DEFINITIONS 
 Capitalized terms used but not otherwise
defined in this Closed-End Servicing Agreement or in Appendix 1 to the applicable Servicing Supplement have the meanings assigned to such terms under Appendix A to the Fourth Amended and Restated Collateral Agency
Agreement, dated as of December 15, 2009 (the “Collateral Agency Agreement”), among the Titling Trust, as Borrower, the Closed-End Collateral Agent, Bank of America, N.A., as Deal Agent, U.S. Bank National Association,
as Closed-End Administrative Agent, and the other Secured Parties named therein. Appendix A to the Collateral Agency Agreement is hereby incorporated by reference into, and made applicable to, this Closed-End Servicing Agreement.
Appendix A to the Collateral Agency Agreement also contains rules as to usage applicable to this Closed-End Servicing Agreement. 







 ARTICLE II.  

DESIGNATION 
 Section 2.1 Direction to the Closed-End Servicer. 
 Pursuant to
the Titling Trust Agreement, the Titling Trust directs the Closed-End Servicer to deliver on its behalf any notices with respect to the acquisition or disposition of assets as may be required to be delivered to the Titling Trust Administrator
pursuant to the Titling Trust Agreement in connection with the sale of any Closed-End Lease, Closed-End Unit or Closed-End Vehicle. So long as World Omni remains both the Closed-End Servicer and the Titling Trust Administrator, World Omni will be
deemed to have delivered any such notice when it indicates, in its capacity as Titling Trust Administrator, the assignment of the applicable Closed-End Unit on the books and records maintained with respect to the Titling Trust. 

Section 2.2 Servicing Supplement. 
 Upon the issuance of a Closed-End Exchange Note pursuant to Section 6.1 of the Collateral Agency Agreement, the Closed-End Servicer, the Closed-End Collateral Agent and the Titling
Trust may enter into a supplement to this Closed-End Servicing Agreement (each, a “Servicing Supplement”) that sets forth any specific rights and duties of the Closed-End Servicer and other agreements and undertakings with
respect to the administration and servicing of the related Reference Pool, including: 
 (i) the representations
and warranties, if any, to be made by the Closed-End Servicer with respect to the Closed-End Units included in the related Reference Pool (and with respect to the related Closed-End Leases and Closed-End Vehicles); 

(ii) the indemnification by the Closed-End Servicer of the related Exchange Noteholder, any owner trustee or administrator
of the related Exchange Noteholder, any indenture trustee, note purchaser or underwriter with respect to debt obligations issued by an Exchange Noteholder and secured by a Closed-End Exchange Note, the respective officers, directors, employees and
agents of such Persons, and any other Person that the Closed-End Servicer agrees to indemnify, in each case with respect to the servicing of the related Reference Pool; 

(iii) the rate and any other terms with respect to the related Reference Pool Servicing Fee; 

(iv) the manner in which the Closed-End Servicer will service and administer the assets included in the related Reference
Pool; 
 (v) the purchase of a Closed-End Unit or other remedy to be provided by the Closed-End Servicer upon the
breach by the Closed-End Servicer of a representation, warranty or covenant with respect to such Closed-End Unit; and 
 (vi) reporting obligations of the Closed-End Servicer with respect to the related Reference Pool. 

  
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 ARTICLE III. 
 THE CLOSED-END SERVICER 
 Section 3.1 Appointment of Closed-End
Servicer. 
 The Titling Trust, pursuant to the authority granted to it under the Titling Trust Agreement, appoints World
Omni as the Closed-End Servicer under this Closed-End Servicing Agreement, including acting as agent of the Titling Trust and the Closed-End Collateral Agent in the management and control of the Closed-End Assets, including the Certificates of Title
relating to the Closed-End Assets, and for all other purposes set forth in this Closed-End Servicing Agreement. World Omni accepts such appointments. 
 Section 3.2 Representations of the Closed-End Servicer. 
 The
Closed-End Servicer makes the representations set forth in this Section 3.2, on which the Titling Trust, the Warehouse Facility Secured Parties, the Deal Agent and the Closed-End Collateral Agent are relying, and any Exchange
Noteholder, in acquiring the related Closed-End Exchange Note, will rely. Such representations are effective as of the Closing Date. 
 (a) Organization and Good Standing. The Closed-End Servicer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Florida,
with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted, and had at all relevant times, and has, the power and authority
to service the Closed-End Leases and Closed-End Vehicles and to hold the Lease Files as custodian on behalf of the Titling Trust and the Closed-End Collateral Agent. 
 (b) Due Qualification. The Closed-End Servicer is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in
all jurisdictions in which the ownership or lease of property or the conduct of its activities (including the servicing of the Closed-End Leases and Closed-End Vehicles as required by this Closed-End Servicing Agreement) requires such
qualifications, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the ability of the Closed-End Servicer to perform its obligations under this Closed-End
Servicing Agreement or the other Basic Documents to which it is a party. 
 (c) Power and Authority; Authorization;
Execution and Delivery; Binding Obligation. The Closed-End Servicer has the power and authority to execute, deliver and perform its obligations under this Closed-End Servicing Agreement and the other Basic Documents to which it is a
party. The Closed-End Servicer has duly authorized the execution and delivery of this Closed-End Servicing Agreement and the other Basic Documents to which it is a party by all necessary corporate action. This Closed-End Servicing Agreement and each
other Basic Document to which the Closed-End Servicer is a party have been duly executed and delivered by the Closed-End Servicer. This Closed-End Servicing Agreement and each other Basic Document to which the Closed-End Servicer is a party
constitute legal, valid and binding obligations of the Closed-End Servicer, enforceable against the Closed-End Servicer in accordance with their terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other
laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles. 

  
 3 








 (d) No Violation. The consummation of the transactions contemplated
by, and the fulfillment of the terms of, this Closed-End Servicing Agreement and each other Basic Document to which it is a party will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or
without notice or lapse of time or both) a default under its articles or certificate of incorporation or by-laws, any material indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or
instrument to which the Closed-End Servicer is a party or by which the Closed-End Servicer is bound (in each case material to the Closed-End Servicer and its subsidiaries considered as a whole), (ii) result in the creation or imposition of any
Lien (material to the Closed-End Servicer and its subsidiaries considered as a whole) upon any of its properties pursuant to any such agreement or instrument (other than Liens contemplated by this Closed-End Servicing Agreement or any of the other
Basic Documents to which it is a party) or (iii) violate or contravene any law or, to the Closed-End Servicer’s knowledge, any order, rule or regulation applicable to the Closed-End Servicer of any court or any Governmental Authority
having jurisdiction over the Closed-End Servicer or its properties, the failure to comply with which would reasonably be expected to have a material adverse effect upon the ability of the Closed-End Servicer to perform its obligations under this
Closed-End Servicing Agreement or any other Basic Document to which it is a party. 
 (e) No Proceedings.
There are no proceedings pending, or, to the Closed-End Servicer’s knowledge, threatened, and to the Closed-End Servicer’s knowledge there are no investigations pending or threatened, against or affecting the Closed-End Servicer or its
property before any Governmental Authority: (i) asserting the invalidity or unenforceability of the Closed-End Exchange Notes, this Closed-End Servicing Agreement or any of the other Basic Documents, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this Closed-End Servicing Agreement or any of the other Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on
the ability of the Closed-End Servicer to perform its obligations under this Closed-End Servicing Agreement or any of the other Basic Documents to which it is a party. 
 Section 3.3 Liability of the Closed-End Servicer; Indemnities. 

(a) The Closed-End Servicer will be liable under this Closed-End Servicing Agreement only to the extent of the obligations specifically
undertaken by it under this Closed-End Servicing Agreement and under any related Servicing Supplement, as applicable. 
 (b) The
Closed-End Servicer will indemnify, defend and hold harmless the Titling Trust, the Titling Trustee, the Initial Beneficiary, the Closed-End Administrative Agent, the Closed-End Collateral Agent, the Deal Agent, each Warehouse Facility Secured
Party, each Exchange Noteholder and their respective officers, directors, employees and agents (each, with respect to this Section 3.3(b), an “Indemnified Person”) from and against any and all liabilities,
losses, damages and expenses that may be incurred as a result of any act or omission by the Closed-End Servicer (including in its capacity as custodian of the Lease Files) in connection with its maintenance and custody of the Lease Files, the
servicing of the Closed-End Leases, the Closed-End Servicer’s undertakings in Section 3.8 or any other activity undertaken or omitted by the Closed-End Servicer with respect to any applicable Titling Trust Asset. The
obligations set forth in this Section 3.3(b) shall survive the termination of this Closed-End Servicing Agreement or the resignation or removal of the Closed-End Servicer or either or both of the Trustees. 

(c) For purposes of this Section 3.3, if the Closed-End Servicer’s rights and obligations as Closed-End Servicer
are terminated pursuant to Section 8.1, Section 8.2 or Section 8.3, the Closed-End Servicer nevertheless will be deemed to continue to be the Closed-End Servicer under this Closed-End
Servicing Agreement and any related Servicing Supplement pending appointment of a successor servicer pursuant to Section 8.4 and assumption by such successor servicer of the rights and obligations of the Closed-End Servicer under
this Closed-End Servicing Agreement and the other Basic 

  
 4 








 
Documents. The Titling Trust, the Closed-End Administrative Agent and the Closed-End Collateral Agent, with the advice and assistance of the Deal Agent, shall use reasonable efforts to cause the
successor Closed-End Servicer to assume such indemnity obligations. 
 (d) If the Closed-End Servicer makes any indemnity
payments to any Indemnified Person pursuant to this Section 3.3, (i) the Closed-End Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such
Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Closed-End Servicer, without interest. 

Section 3.4 Merger or Consolidation of, or Assumption of the Obligations of, Closed-End Servicer. 

(a) The Closed-End Servicer shall keep in full effect its existence, rights and franchises as a Florida corporation and will obtain and
preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so
qualify would not have a material adverse effect on the condition, financial or otherwise, of the Closed-End Servicer and its subsidiaries considered as one enterprise, and in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of, or to permit the Closed-End Servicer to perform its obligations under, this Closed-End Servicing Agreement and each of the other Basic Documents. 

(b) The Closed-End Servicer shall not consolidate with or merge into any other corporation or convey, transfer or lease all or
substantially all of its assets as an entirety to any Person without the prior written consent of the Titling Trustee, on behalf of the Titling Trust, unless (i) the corporation formed by such consolidation or into which the Closed-End Servicer
has merged or the Person which acquires by conveyance, transfer or lease all or substantially all the assets of the Closed-End Servicer as an entirety (A) is a citizen of or an entity organized and existing under the laws of the United States
or any State and (B) either executes and delivers to the Titling Trustee, on behalf of the Titling Trust, an agreement in form and substance reasonably satisfactory to the Titling Trustee, that contains an assumption by such successor entity of
the due and punctual performance and observance of each covenant and condition to be performed or observed by the Closed-End Servicer under this Closed-End Servicing Agreement and the other Basic Documents or is so bound by operation of law, or
(ii) the Closed-End Servicer is the surviving corporation resulting from such consolidation or merger. 
 (c) Any Person
(a) into which the Closed-End Servicer may be merged or consolidated, (b) resulting from any merger, conversion, or consolidation to which the Closed-End Servicer is a party, (c) succeeding to the business of the Closed-End Servicer,
or (d) of which the Closed-End Servicer owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity, which Person in any of the foregoing cases executes an agreement of assumption
pursuant to Section 3.4(b) above to perform every obligation of the Closed-End Servicer under this Closed-End Servicing Agreement, each Servicing Supplement and each of the other Basic Documents, will be the successor to the
Closed-End Servicer under this Closed-End Servicing Agreement, each Servicing Supplement and each of the other Basic Documents without the execution or filing of any paper or any further act on the part of any of the parties to this Closed-End
Servicing Agreement, any Servicing Supplement or any other Basic Document. The Closed-End Servicer will provide notice of any such merger, conversion, consolidation or succession to the Closed-End Administrative Agent, the Deal Agent, the Closed-End
Collateral Agent and each Exchange Noteholder. 

  
 5 








 Section 3.5 Delegation of Duties. 

So long as World Omni is the Closed-End Servicer, the Closed-End Servicer may without notice or consent delegate any or all of its duties
under this Closed-End Servicing Agreement to any company or other business entity of which World Omni owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity. The Closed-End Servicer may
perform any of its duties through subcontractors. No such delegation or subcontracting will relieve the Closed-End Servicer of its responsibilities with respect to such duties and the Closed-End Servicer will remain primarily responsible with
respect thereto. The Closed-End Servicer will be solely responsible for the fees of any such delegates or sub-contractors. 

Section 3.6 World Omni Not to Resign as Closed-End Servicer. 

Except as provided in Section 8.4, the Closed-End Servicer shall not resign from the duties and obligations hereby
imposed on it as Closed-End Servicer except upon determination by its Board of Directors, or a duly authorized committee thereof, that by reason of change in applicable legal requirements the continued performance by the Closed-End Servicer of its
duties as Closed-End Servicer under this Closed-End Servicing Agreement would cause it to be in violation of such legal requirements in a manner that would result in a material adverse effect on the Closed-End Servicer or its financial condition,
said determination to be evidenced by a Board Resolution of the Closed-End Servicer to such effect accompanied by an Opinion of Counsel reasonably satisfactory to the Titling Trustee of independent counsel reasonably satisfactory to the Titling
Trustee, to such effect. No such resignation shall become effective unless and until a new servicer is willing to service the Closed-End Leases and enters into a servicing agreement with the Titling Trust (acting at the direction of the Person or
Persons entitled to give such direction under the Collateral Agency Agreement or, if no such Person, the Titling Trust Administrator), such agreement to have substantially the same provisions as this Closed-End Servicing Agreement. The Titling
Trustee, on behalf of the Titling Trust, shall not unreasonably fail to consent to such a servicing agreement. 

Section 3.7 Maintenance and Assignment of Blanket Insurance. Policies; Obligor Insurance Coverage. 

(a) Maintenance and Assignment of Blanket Insurance Policies. The Closed-End Servicer will at all times maintain, or
cause to be maintained, Insurance Policies (which may be blanket policies covering the Closed-End Servicer and all of its Affiliates) with respect to the Closed-End Assets that are consistent with the insurance, if any, that the Closed-End Servicer
maintains from time to time for its own portfolio of leases and related leased vehicles. The Closed-End Servicer assigns to the Titling Trust, the Initial Beneficiary, the Closed-End Administrative Agent, the Closed-End Collateral Agent, each
Warehouse Facility Secured Party and each Exchange Noteholder (the “Covered Parties”) its rights to proceeds under each such Insurance Policy maintained by it or any of its Affiliates, and agrees that all insurance carried
pursuant to this Section 3.7(a) will cover the interests of the Covered Parties, in each case to the extent relating to the Closed-End Assets. Upon its termination as Closed-End Servicer as to all or any part of the Closed-End
Assets, the Closed-End Servicer shall either continue to maintain such Insurance Policies, the premium for which shall constitute an expense of the Titling Trust, or provide for equivalent Insurance Policies to any substitute or successor Closed-End
Servicer. To the extent commercially available, the Closed-End Servicer shall also maintain a fidelity bond in such form and amount as is customary for financial institutions acting as custodian of funds and documents in respect of mortgage loans or
consumer receivables on behalf of institutional investors. 
 (b) Vicarious Liability. To the extent that
the Closed-End Servicer self-insures vicarious liability suffered by the Covered Parties that arises out of the use or operation of the Closed-End Vehicles, the Closed-End Servicer will indemnify the Covered Parties for any uninsured losses relating
to such vicarious liability. 

  
 6 








 (c) The Closed-End Servicer shall use commercially reasonable efforts to ensure that the
Obligor under each Closed-End Lease shall have, and maintain in full force and effect during the term of such Closed-End Lease, a comprehensive, collision and property damage insurance policy covering the actual cash value of 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 greater of the amounts required by applicable state law or industry standards
as set forth in the Closed-End Lease, and naming the Titling Trust as an additional insured. In the event that at any time any proceeds of any such insurance policy would be recoverable and otherwise paid to the Titling Trust as loss payee but for
the fact that: (a) such insurance policy has lapsed (without the obtaining by the related Obligor (or the Closed-End Servicer, on behalf of such Obligor) of a new insurance policy meeting the requirements of the immediately preceding sentence);
(b) the Closed-End Servicer has failed to maintain the Titling Trust’s rights to receive all proceeds of such insurance policy up to the full amount of the Obligor’s obligations under the related Closed-End Lease (but not exceeding
the policy limits); or (c) such insurance policy has not been maintained in full force and effect prior to the Maturity Date of such Closed-End Lease, the Closed-End Servicer shall, as soon as reasonably practicable, remit an amount of cash to
the Lease Funding Account or into the appropriate Exchange Note Collection Account, as the case may be, equal to such amounts as would at such time otherwise be recoverable in respect of such Closed-End Vehicle as Insurance Proceeds. The foregoing
obligation of World Omni, as the Closed-End Servicer, shall survive the resignation of World Omni as the Closed-End Servicer or any termination of it as Closed-End Servicer under this Closed-End Servicing Agreement. 

Section 3.8 Execution of Documents; Licenses and Applications. 

(a) The Closed-End Servicer will be responsible for compliance by the Titling Trust with all Applicable Laws governing the conduct and
activities of the Titling Trust and its qualifications to do business in any jurisdiction. 
 (b) The Closed-End Servicer, at
its expense, will obtain all material licenses required by the Applicable Laws of any jurisdiction in which the Closed-End Servicer, in its sole discretion, deems necessary for the conduct of the activities of the Closed-End Servicer, the Closed-End
Collateral Agent and the Titling Trust, or, in the case of the Titling Trust, the ownership of the Closed-End Leases or the ownership and leasing of the Closed-End Vehicles, and will make all filings and pay all fees as may be required in connection
with such licenses during the term of this Closed-End Servicing Agreement. 
 (c) The Closed-End Servicer is authorized and
directed, as attorney-in-fact or otherwise, to prepare, execute and deliver, on behalf of the Initial Beneficiary and the Titling Trust: 
 (i) any applications, instruments and other documents deemed necessary or appropriate in the sole discretion of the Closed-End Servicer to comply with, and effect the purposes of,
Section 3.7(a) and (b); and 
 (ii) any registration statement to be filed with
the United States Securities and Exchange Commission or otherwise, any offering document (whether relating to a public or private offering) and any financial statements for the Titling Trust to be included in any such registration statement or
offering document. 

  
 7 








 Section 3.9 Fees and Expenses. 

(a) Warehouse Facility Pool Servicing Fee. The Titling Trust will pay to the Closed-End Servicer the Warehouse
Facility Pool Servicing Fee in consideration for, among other things, (i) servicing the Warehouse Facility Pool, (ii) the allocable cost of maintaining Insurance Policies pursuant to Section 3.7(a) and (iii) paying
the fees and expenses set forth in Section 3.9(c) and Section 3.9(d), in each case relating to (or allocable to) the Warehouse Facility Pool. The Warehouse Facility Pool Servicing Fee will be payable solely
from, and the right of the Closed-End Servicer to receive the Warehouse Facility Pool Servicing Fee will be limited in recourse to, the Closed-End Collections and other amounts applied to the payment of such fee pursuant to the Collateral Agency
Agreement. Following the occurrence of any Warehouse Facility Termination Event, the Revolving Pool Share of the amounts payable under this Section 3.9(a) shall be paid only on Payment Dates in accordance with the priority of
payments set forth in Section 10.3(a) of the Collateral Agency Agreement. During the Wind-Down Period with respect to any Warehouse Facility, the applicable Wind-Down Pool Share of the amounts payable under this
Section 3.9(a) shall be paid only on Payment Dates in accordance with the priority of payments set forth in Section 10.3(b) of the Collateral Agency Agreement. 

(b) Reference Pool Servicing Fee. The Titling Trust will pay to the Closed-End Servicer the Reference Pool Servicing
Fee for each Reference Pool in consideration for, among other things, (i) servicing such Reference Pool, (ii) the allocable cost of maintaining Insurance Policies pursuant to Section 3.7(a) and (iii) paying the fees
and expenses set forth in Section 3.9(c) and Section 3.9(d), in each case relating to (or allocable to) such Reference Pool. The Reference Pool Servicing Fee for each Reference Pool will be payable solely from,
and the right of the Closed-End Servicer to receive the Reference Pool Servicing Fee for each Reference Pool will be limited in recourse to, the Closed-End Collections and other amounts applied to the payment of such fee pursuant to the Collateral
Agency Agreement. 
 (c) Servicing Expenses. Except as otherwise provided in this Closed-End Servicing
Agreement or the Servicing Supplements, the Closed-End Servicer will be required to pay all expenses incurred by it in connection with its activities under this Closed-End Servicing Agreement, or any Servicing Supplement, including fees and
disbursements of Independent accountants, taxes imposed on the Closed-End Servicer and expenses incurred in connection with distributions and reports. The Closed-End Servicer will be entitled to reimbursement of Liquidation Expenses and expenses
recoverable under any Insurance Policy. 
 (d) Other Fees and Expenses. The Closed-End Servicer will pay
from the Servicing Fee: (i) the Titling Trustee Fee to the Titling Trustee, (ii) the Titling Trust Administrator Fee to the Titling Trust Administrator and (iii) all general corporation, intangible, franchise, privilege or license
taxes with respect to the Closed-End Leases and Closed-End Vehicles, in each case to the extent allocable to the Closed-End Collateral Specified Interest. 
 Section 3.10 Termination. 
 This Closed-End Servicing Agreement
may be terminated at the option of the Closed-End Servicer or the Titling Trust at any time following the termination of the Commitment Period with respect to each Warehouse Facility and the payment in full of all Secured Obligations;
provided, however, that the rights and obligations of the parties to this Closed-End Servicing Agreement under Section 10.5 will survive any such termination. 

  
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 ARTICLE IV. 
 PURCHASE OF CLOSED-END LEASES AND CLOSED-END VEHICLES 
 Section 4.1
Origination of Closed-End Leases by Dealers; Role of Closed-End Servicer. 
 The Closed-End Servicer shall continue to
maintain or enter into, in the ordinary course of its business, Dealer Agreements with the Dealers in Eligible States selected by the Closed-End Servicer from time to time in its reasonable discretion. The Closed-End Servicer shall provide the Deal
Agent with notice of any proposed change to any Dealer Agreement (or to the form of Dealer Agreement used generally with Dealers) that in the reasonable opinion of the Closed-End Servicer would be likely to have a material adverse effect upon the
Warehouse Facility Secured Parties’ rights under the Warehouse Facilities, and will not enter into any such change without the consent of the Deal Agent, such consent not to be unreasonably withheld, conditioned or delayed, and shall deliver to
each of the Titling Trust and the Deal Agent a copy of such changed Dealer Agreement (or form of Dealer Agreement). 
 The
Closed-End Servicer shall direct each of the Dealers located within an Eligible State with whom it has such a Dealer Agreement (other than those identified in writing by the Closed-End Servicer and the Initial Beneficiary to the Titling Trustee from
time to time as nonparticipants in the Titling Trust allocation arrangements with respect to the Closed-End Collateral Specified Interest) to assign to the Titling Trust all approved Closed-End Leases (other than those types of leases identified in
writing by the Closed-End Servicer and the Initial Beneficiary to the Titling Trustee from time to time), together with the related Certificates of Title, originated by the Dealer. Notwithstanding anything to the contrary contained herein, however,
should any such Dealer fail to assign either a lease or leased vehicle to the Titling Trust, the Closed-End Servicer shall not be obligated to cause any correction thereof, but, unless and until such error is corrected, such lease and leased vehicle
shall not be included as a Closed-End Asset. Other errors by a Dealer in complying with the foregoing Closed-End Servicer instructions, if immaterial, shall not affect the status of a lease or leased vehicle as a Closed-End Asset nor shall the
Closed-End Servicer be obligated to correct them. 
 Section 4.2 Administration and Titling of Closed-End
Vehicles. 
 (a) The Closed-End Servicer will cause the Certificate of Title for each Closed-End Vehicle acquired
pursuant to Section 4.3 to be issued in the name and in the manner specified in the Titling Trust Agreement. 

(b) The Closed-End Servicer will (i) cause (or, if applicable, direct the related Dealer to cause) the Certificate of Title with
respect to each Closed-End Vehicle to reflect “AL Holding Corp.,” or such substantially similar words as the relevant Governmental Authority will accept, as the recorded lienholder or recorded holder of a security interest with respect to
each Closed-End Vehicle that is acquired pursuant to Section 4.3 and (ii) will prepare (or direct the related Dealer to prepare) each application for a Certificate of Title in a manner that the Closed-End Servicer reasonably
determines from time to time is in compliance with the requirements of Applicable Law of the relevant State in order to perfect the security interest of the Closed-End Collateral Agent in the relevant Closed-End Vehicle. The Closed-End Collateral
Agent will execute all documents, and provide all other assistance, in each case reasonably requested from time to time by the Closed-End Servicer in connection with the performance of its obligations under this Section 4.2(b).


  
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 Section 4.3 Purchase of Closed-End Leases and Closed-End Vehicles.

 Upon origination of a Closed-End Unit in accordance with Section 4.1, the Closed-End Servicer will cause
the related Closed-End Vehicle and, if applicable, the related Closed-End Lease rights to any related Security Deposit, to be assigned to the Titling Trust against payment of the related proceeds to the Dealer in accordance with
Section 5.2. 
 Section 4.4 Listing of Vehicle Identification Numbers. 

The Closed-End Servicer will maintain a list of the vehicle identification numbers or other identifying account number for all Closed-End
Vehicles acquired from time to time by the Titling Trust. On or prior to the 8th day of each calendar month (or, if such day is not a Business Day, the next Business Day), the Closed-End Servicer shall (a) cause to be delivered to the Titling
Trustee and the Titling Trust Administrator a revised Schedule of Leases and Vehicles with respect to the Closed-End Collateral Specified Interest, containing data as of the last day of the prior calendar month, (b) cause to be delivered to the
Titling Trustee and the Titling Trust Administrator a report in respect of the prior calendar month, setting forth (i) any information relating to the Closed-End Leases or the Closed-End Vehicles that normally would be available from a servicer
of closed-end automobile and light-duty truck leases and is reasonably requested by the Titling Trustee or the Titling Trust Administrator and (ii) if required, any additional information required under the Servicing Supplement with respect to
any Reference Pool, and (c) deliver such other reports or Officer’s Certificate as may be necessary pursuant to the terms of this Closed-End Servicing Agreement to document to the Titling Trustee the Closed-End Servicer’s right to any
further reimbursement of unreimbursed Closed-End Warehouse Servicer Expenses. 
 Section 4.5 Assignment of Dealer
Recourse Rights. 
 World Omni hereby assigns to the Titling Trust all of its Dealer Recourse Rights (but none of its
obligations) in respect of the Closed-End Leases arising under each Dealer Agreement. 
 ARTICLE V. 

COLLECTIONS AND APPLICATION OF FUNDS 
 Section 5.1 Remittance. 
 (a) Identification and
Deposit of Certain Closed-End Collections. Subject to Article VII with regard to Liquidation Proceeds and Insurance Proceeds, the Closed-End Servicer shall, as to each Closed-End Collected Amount and each Payment
Ahead: 
 (i) upon Receipt, deposit such amount into its operating account and ascertain promptly (but in any
event within two (2) Business Days of receipt and identification) the related Payment Information; 
 (ii)
on or prior to the Required Remittance Date, (x) identify the Asset Pool to which such amount relates, (y) deposit such amount (net of reimbursement of any Liquidation Expenses incurred by the Closed-End Servicer with respect to any
Closed-End Vehicle whose Liquidation Proceeds are included among such funds) into the Collection Account for such Asset Pool and (z) enter the Payment Information into its computer system; and 

  
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 (iii) in the case of a Payment Ahead, maintain appropriate records so as to
be able to timely apply such Payment Ahead as a Scheduled Payment with respect to the applicable Closed-End Lease. 
 (b)
Combined Wire Transfers. Transfers by the Closed-End Servicer to any financial institution at which any Titling Trust account is maintained may include (A) proceeds being deposited in more than one Titling Trust account and
(B) proceeds of Closed-End Assets and Other Proceeds, in each case in a single wire transfer, provided, however, that, such transfer is accompanied by instructions as to the appropriate divisions of all
such proceeds. 
 (c) Other Amounts Related to the Warehouse Facility Pool. Upon receipt, the Closed-End
Servicer shall deposit into the Lease Funding Account or the Company Account any other funds received by the Closed-End Servicer with respect to any Closed-End Asset that are not related to a Reference Pool, including without limitation
(1) capital contributions by ALF LLC, as Holder of the Closed-End Collateral Specified Interest, if and to the extent that such contributions have been designated by ALF LLC as having been made in respect of the Revolving Pool or any Wind-Down
Pool, (2) funds transferred from any Exchange Note Collection Accounts in connection with the funding of any Reference Pool’s share of any allocable Titling Trust expenses and (3) income with respect to any investment made in the
Lease Funding Account. 
 (d) Master Exchange Agreement; Required Deposit Amount. 

(i) Application of Relinquished Vehicle Proceeds. Notwithstanding anything to the contrary in this
Closed-End Servicing Agreement or in any other Basic Document, until such time as the assignment of rights under Disposition Contracts to the Qualified Intermediary pursuant to the Master Exchange Agreement shall cease (and shall not thereafter
resume) or, in the case of any Relinquished Vehicle, such assignment of rights shall be revoked with respect to such Relinquished Vehicle (but at no time thereafter), all Relinquished Vehicle Proceeds with respect to any Relinquished Vehicle shall
be applied in accordance with the provisions of the Master Exchange Agreement (including Section 4.7 of such agreement). 
 (ii) Required Deposit Amount. In the event that, pursuant to paragraph (i), above, any Relinquished Vehicle Proceeds are not deposited into the applicable Collection Account (and
otherwise would have been required to be deposited pursuant to this Closed-End Servicing Agreement or the applicable Servicing Supplement, as the case may be), the Closed-End Servicer shall deposit into such Collection Account an amount
(“Required Deposit Amount”) equal to such non-deposited Relinquished Vehicle Proceeds within two (2) Business Days of receipt and identification of such proceeds in the manner set forth with respect to Closed-End
Collections generally in this Closed-End Servicing Agreement and the applicable Servicing Supplement. The deposit of such any such Required Deposit Amount by the Closed-End Servicer with respect to any Relinquished Vehicle shall be treated in all
respects as equivalent to the deposit into the Lease Funding Account or applicable Collection Account of the actual Relinquished Vehicle Proceeds with respect to such Relinquished Vehicle in accordance with the terms of this Closed-End Servicing
Agreement and any applicable Servicing Supplement, in the same manner as if no assignment had been made with respect to such Relinquished Vehicle pursuant to Section 4.1 of the Master Exchange Agreement. 

(iii) Revocation or Termination of Assignments Under the Master Exchange Agreement. If at any time the
assignment of rights under Disposition Contracts to the Qualified Intermediary shall cease or if any such assignment of rights shall be revoked with respect to any Relinquished Vehicle, the Closed-End Servicer shall deposit into the Lease Funding
Account or the applicable Collection Account the actual Relinquished Vehicle Proceeds received by it with respect to such Relinquished Vehicle as otherwise required under this Closed-End Servicing Agreement and any applicable Servicing Supplement.


  
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 (iv) Duties of Closed-End Servicer Otherwise Unmodified.
Notwithstanding anything to the contrary in the Master Exchange Agreement, nothing in the Master Exchange Agreement shall be deemed to modify, or shall be construed as modifying, any duty or obligation of the Closed-End Servicer set forth in this
Closed-End Servicing Agreement or in the Servicing Supplements except to the extent expressly set forth in this Closed-End Servicing Agreement, any such Servicing Supplement or the Master Exchange Agreement, and the Closed-End Servicer shall
continue to perform all such duties and obligations in accordance with the terms of this Closed-End Servicing Agreement and the Servicing Supplements. 
 (e) Closed-End Collections on the Reference Pools. Following the applicable Posted Dates, the Closed-End Servicer will deposit the Closed-End Collections with respect to each
Reference Pool into the related Exchange Note Collection Account pursuant to the remittance schedule set forth in the related Servicing Supplement. If no such remittance schedule is specified in the Servicing Supplement with respect to any Reference
Pool, the Closed-End Servicer will be permitted to retain Closed-End Collections with respect to such Reference Pool for its own account until such amounts are required to be applied pursuant to the Collateral Agency Agreement, the applicable
Exchange Note Supplement and/or the applicable Servicing Supplement. 
 (f) Taxes. The Closed-End Servicer
will remit to the appropriate taxing authority all sales and use, monthly rental receipts, personal property and ad valorem taxes collected by it from the Obligors with respect to the Closed-End Leases and Closed-End Vehicles in accordance with its
Credit and Collection Policy. 
 Section 5.2 Establishment of Certain Accounts; Payments, Disbursements and
Reimbursements. 
 (a) The Draft Account; Disbursements to Dealers. 

(i) Establishment and Maintenance of Draft Account. The Closed-End Servicer shall establish and maintain the
Draft Account for the purpose of initially funding payments on behalf of the Titling Trust to Dealers for each Closed-End Lease and Closed-End Vehicle acquired from a Dealer by the Closed-End Servicer on behalf of the Titling Trust for allocation to
the Warehouse Facility Pool. 
 (ii) Disbursements to Dealers. Upon the satisfaction by the Dealer
of all of the requirements set forth in its Dealer Agreement entitling the Dealer to payment with respect to the Closed-End Lease and Closed-End Vehicle (including without limitation the execution and delivery thereby of all instruments of
assignment of such Closed-End Lease and Closed-End Vehicle to the Titling Trustee), the presentation by the Dealer of a properly prepared draft upon the Draft Account in accordance with such Dealer Agreement and the approval of the draft by the
Closed-End Servicer in its ordinary course of business under the Dealer Agreement, the Closed-End Servicer shall deposit into the Draft Account the amount of such draft. 

(iii) Exercise of Set-Off Against Dealers. Notwithstanding paragraph (ii), above, to the
extent that the Closed-End Servicer shall (subject to and in accordance with its Credit and Collection Policy and normal operating procedures) exercise any right of set off against any Dealer, whether pursuant to its Dealer Agreement with such
Dealer or otherwise, so as to reduce 

  
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the total of all payments to be made (in any capacity) by the Closed-End Servicer to the Dealer, the Closed-End Servicer shall reduce the amount of drafts honored in favor of such Dealer pursuant
to this Section 5.2(a) by an amount equal to the product of (x) the total amount of all drafts presented for payment by such Dealer as of the date of such set off and (y) a fraction (expressed as a percentage) of which
(1) the numerator is equal to the sum of all drafts honored in favor of such Dealer pursuant to this Section 5.2(a) and (2) the denominator is equal to the sum of all amounts then owed (in any capacity) by the Closed-End
Servicer to the Dealer. 
 (b) Lease Funding Account. 

(i) Establishment and Maintenance of Lease Funding Account. The Titling Trustee, on behalf of the Titling
Trust, will establish and maintain, with respect to the Closed-End Collateral Specified Interest, a Securities Account to be designated as the “Lease Funding Account.” The Lease Funding Account shall be established and maintained in the
name of the Titling Trustee, and, except as otherwise expressly provided in this Closed-End Servicing Agreement or any other Basic Document, none of the Initial Beneficiary or any Holder shall have any right to make any withdrawal from the Lease
Funding Account without the express written consent of the Titling Trustee. 
 (ii) Deposits and
Withdrawals. The Titling Trustee may authorize the Closed-End Servicer to make deposits into, and to make disbursements from, the Lease Funding Account, in a manner consistent with the terms of this Closed-End Servicing Agreement and each
other Basic Document. Notwithstanding the foregoing, the rights of the Titling Trustee and the Closed-End Servicer with respect to control over the Lease Funding Account as set forth in this subsection (b) shall cease upon the
delivery by the Closed-End Collateral Agent to the Lease Funding Account Bank in accordance with the Collateral Agency Agreement and the Lease Funding Account Agreement of a notice to the effect that the Closed-End Collateral Agent is exercising its
right to assume the sole control over such account in the manner set forth in the Collateral Agency Agreement and the Lease Funding Account Agreement. Except as otherwise expressly provided herein, no funds shall be deposited into the Lease Funding
Account other than funds constituting Closed-End Warehouse Collections, proceeds of such funds, Permitted Investments and payments received by the Borrower under any Hedge Agreement entered into in connection with the Warehouse Facilities.

 (iii) Payment of Titling Trust Expenses. Expenses of the Titling Trust (other than those paid by
a Person other than the Titling Trust) that are allocable to the Warehouse Facility Pool shall be paid out of the Lease Funding Account. Expenses of the Titling Trust that are allocable to the Warehouse Facility Pool will include (A) all
Closed-End WH Servicer Reimbursements, (B) the Warehouse Facility Pool Servicing Fee, (C) the Warehouse Facility Pool’s Closed-End Allocable Share of (x) the Titling Trustee Fee and (y) the fees, expenses and other amounts
payable to the Closed-End Collateral Agent and the Closed-End Administrative Agent, (D) the fees, expenses and other amounts payable to the Deal Agent and (E) any other expenses or liabilities of the Titling Trust allocated to the
Warehouse Facility Pool in accordance with clause (iv), below. The Closed-End Servicer shall from time to time, in accordance with this Section 5.2(b)(iii) and the other provisions of this Closed-End Servicing
Agreement and the Titling Trust Agreement, determine the respective amounts and recipients, and direct the Titling Trustee to pay out of the Lease Funding Account all necessary and appropriate Titling Trust expenses and liabilities allocable to the
Warehouse Facility Pool (which will include payment of any Closed-End WH Servicer Reimbursements). Expenses of the Titling Trust (other than those paid by a Person other than the Titling Trust) that are allocable to any Reference Pool shall be paid
out of the related Collection Account (or such other account as may be established for such 

  
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purpose with respect to such Reference Pool under the related Servicing Supplement). Expenses of the Titling Trust that are allocable to any Reference Pool will include (x) the applicable
Reference Pool Servicing Fee, (y) such Reference Pool’s allocable share of the Titling Trustee Fee and the fees, expenses and other amounts payable to the Closed-End Collateral Agent and the Closed-End Administrative Agent and (z) any
other expenses or liabilities of the Titling Trust allocated to such Reference Pool in accordance with clause (iv), below. With respect to each Reference Pool, the Closed-End Servicer shall, from time to time, in accordance with this
Section 5.2(b)(iii) and the other provisions of this Closed-End Servicing Agreement, the related Servicing Supplement and the Titling Trust Agreement, determine the respective amounts and recipients, and direct the Titling Trust
to pay out of the related Collection Account (or such other account as may be established for such purpose with respect to such Reference Pool under the related Servicing Supplement) all necessary and appropriate Titling Trust expenses and
liabilities allocable to such Reference Pool. Following the occurrence of a Warehouse Facility Termination Event, the Revolving Pool Share of the expenses of the Titling Trust (other than the Closed-End Warehouse Servicer Expenses) shall be paid
only on Payment Dates in accordance with the priority of payments set forth in Section 10.3(a) of the Collateral Agency Agreement. During the Wind-Down Period with respect to any Warehouse Facility, the applicable Wind-Down Pool
Share of the expenses of the Titling Trust (other than Closed-End Warehouse Service Expenses) shall be paid only on Payment Dates in accordance with the priority of payments set forth in Section 10.3(b) of the Collateral Agency
Agreement. 
 (iv) Allocation of Expenses. To the extent that any expense or liability of the
Titling Trust shall be incurred or suffered with respect to the Titling Trust Assets generally (which, for the avoidance of doubt, shall include, but shall not be limited to, the Titling Trustee Fee), each Asset Pool shall bear the burden of such
Titling Trust expenses or liabilities on a pro rata basis in the ratio of the aggregate value of Titling Trust Assets held in each respective Asset Pool, as each is recorded on the books of the Titling Trust, to the total value of all Titling
Trust Assets. To the extent that an expense or liability of the Titling Trust shall be incurred or suffered with respect to a discrete Titling Trust Asset or group of Titling Trust Assets (including contract, tort or tax claims relating to one or
more specific Closed-End Units) (each an “Affected Trust Asset” and collectively, the “Affected Trust Assets”), those expenses will be borne on a pro rata basis among the respective Asset Pools to
which such Affected Trust Assets are allocated, based on the respective value of the Affected Trust Assets allocated to each such Asset Pool. Any pro rata allocation of an expense or liability among one or more Asset Pools shall be made in
good faith and so as not to disproportionately affect any Asset Pool. Notwithstanding the foregoing, to the extent that the Titling Trust Agreement or the Intercreditor Agreement limits recourse for a particular expense or liability of the Titling
Trust to a particular Asset Pool or Asset Pools, the terms of the Titling Trust Agreement or the Intercreditor Agreement, as the case may be, shall be controlling. For the avoidance of doubt, amounts payable to the Warehouse Facility Secured Parties
shall not be considered expenses or liabilities of the Titling Trust for purposes of this Section 5.2(b)(iv), but shall be payable in accordance with clauses (v) and (vi), below, and Article
X of the Collateral Agency Agreement. Each servicing agreement entered into with respect to the Titling Trust Assets shall provide for the allocation of Titling Trust expenses on the same basis as set forth in this
Section 5.2(b)(iv). The portion of any expense or liability that is allocated to any specified Asset Pool is referred to as the “Closed-End Allocable Share” with respect to such Asset Pool. For purposes of
this sub-section (iv), the Revolving Pool and each Wind-Down Pool shall be treated as separate Asset Pools. 
 (v) Application of Excess Funds Prior to Default. During the period in which the Titling Trustee has neither received notice from the Deal Agent or any other Warehouse Facility Secured Party
nor otherwise obtained actual knowledge to the effect that any Warehouse Facility 

  
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Termination Event has occurred and is continuing, the Titling Trustee, promptly upon receipt of a written demand therefor accompanied by a determination by the Closed-End Servicer as to the
extent of funds in the Lease Funding Account in excess of those (A) required to be maintained in such account to meet all existing liabilities and expenses of the Titling Trust allocated to the Warehouse Facility Pool in accordance with
Section 5.2(b)(iii) and (B) required to be retained in such account as reserves for reasonably anticipated expenses and liabilities of the Titling Trust allocable to the Warehouse Facility Pool in accordance with
Section 5.2(b)(iii) (“Closed-End Warehouse Excess Funds”), shall pay out to the Closed-End Servicer (on behalf of the Titling Trust) any or all Closed-End Warehouse Excess Funds so requested. The Closed-End
Servicer shall transfer (or cause to be transferred) from time to time from the Lease Funding Account to the Company Account, for application in accordance with Section 10.2 of the Collateral Agency Agreement, sufficient
Closed-End Warehouse Excess Funds as shall be necessary for the Titling Trust to satisfy its obligations when due to the Warehouse Facility Secured Parties. The Closed-End Servicer may also deposit (or cause to be deposited) into the Company Account
any additional Closed-End Warehouse Excess Funds in its discretion. Notwithstanding the foregoing, funds in addition to any Closed-End Warehouse Excess Funds may be withdrawn from the Lease Funding Account and deposited into the Company Account to
the extent necessary to make current payments due under the Warehouse Facilities (any funds so withdrawn, “Closed-End Warehouse Additional Amounts”). 
 (c) Company Account. The Closed-End Servicer will establish and maintain, in the name of the Titling Trust, and with respect to the Closed-End Collateral Specified Interest, a Deposit
Account to be designated as the “World Omni LT Company Account.” The Company Account shall be under the sole dominion and control of the Initial Beneficiary; provided, however, that, so long as
World Omni shall remain the Closed-End Servicer or the Titling Trust Administrator, World Omni (acting in such capacity) shall have the right to make deposits to, and withdrawals from, such account, in a manner not inconsistent with the terms of
this Closed-End Servicing Agreement and the other Basic Documents. Notwithstanding the foregoing, the rights of the Initial Beneficiary and the Closed-End Servicer with respect to control over the Company Account as set forth in this
subsection (c) shall be subject to the right of the Closed-End Collateral Agent to exercise sole dominion and control over the Company Account, under the circumstances set forth in the Collateral Agency Agreement and the Company
Account Agreement. No funds other than funds constituting Closed-End Warehouse Collections and any other amounts withdrawn from the Lease Funding Account and deposited therein, proceeds of such funds and Permitted Investments shall be deposited into
the Company Account. 
 (d) Reimbursement of Closed-End Warehouse Servicer Expenses. The Closed-End
Servicer may obtain from the Titling Trustee, not more than two times per calendar week, out of the Lease Funding Account, reimbursement (each, a “Closed-End WH Servicer Reimbursement”) for (x) any unreimbursed payments
made by it into the Draft Account in accordance with Section 5.2(a), (y) the amount of Intermediary Funds and other funds applied pursuant to the Master Exchange Agreement to purchase Closed-End Units on behalf of the Titling
Trust for allocation to the Warehouse Facility Pool (which shall be deemed to constitute advances made by the Closed-End Servicer to the Titling Trust), and (z) any unreimbursed fees, taxes and similar amounts paid by it on behalf of the
Titling Trustee in respect of the Closed-End Leases or Closed-End Vehicles, which fees, taxes and similar amounts have been allocated to the Warehouse Facility Pool in accordance with Section 5.2(b)(iii) (“Closed-End
Warehouse Fees and Taxes” and, together with payments made by the Closed-End Servicer into the Draft Account in accordance with Section 5.2(a) and advances deemed made to the Titling Trust pursuant to clause
(y) above, “Closed-End Warehouse Servicer Expenses”), provided, however, that: 
 (i) the disbursement of each Closed-End WH Servicer Reimbursement shall be subject to the conditions precedent that (A) the Closed-End Servicer shall have delivered to the Titling


  
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Trustee an Officer’s Certificate that sets forth the calculation of unreimbursed Closed-End Warehouse Servicer Expenses and (B) after giving effect to such disbursement (if made from
Revolving Pool Collections), the Aggregate Loan Amount would not exceed the Borrowing Base; 
 (ii) the
Closed-End Servicer may not obtain any Closed-End WH Servicer Reimbursement in excess of the amount, if positive, equal to (x) the amount on deposit in the Lease Funding Account as of the close of business on the immediately preceding day
minus (y) the Required Lease Funding Account Balance; 
 (iii) in the event that the
Closed-End Servicer has failed to deposit into the Lease Funding Account either (A) any Required Deposit Amounts with respect to any Relinquished Vehicles included in any Wind-Down Pool in accordance with Section 5.1(d) or
(B) any other amounts received with respect to such Wind-Down Pool Assets, in each case in accordance with the terms of this Closed-End Servicing Agreement (and, in either case, such amounts have not been previously applied in reduction of a
Closed-End WH Servicer Reimbursement pursuant to this clause (iii)), the amount of any Closed-End WH Servicer Reimbursement to be made from Wind-Down Pool Collections with respect to such Wind-Down Pool shall be reduced by the
amount of such deficiency; 
 (iv) in the event that the Closed-End Servicer has failed to deposit into the Lease
Funding Account either (A) any Required Deposit Amounts with respect to any Relinquished Vehicles included in the Revolving Pool in accordance with Section 5.1(d) or (B) any other amounts received with respect to any
Revolving Pool Assets, in each case in accordance with the terms of this Closed-End Servicing Agreement (and, in either case, such amounts have not been previously applied in reduction of a Closed-End WH Servicer Reimbursement pursuant to this
clause (iv)), the amount of any Closed-End WH Servicer Reimbursement to be made from Revolving Pool Collections shall be reduced by the amount of such deficiency; 

(v) in no event shall any Wind-Down Pool Collections be used to make any Closed-End WH Servicer Reimbursement for any
Closed-End Warehouse Servicer Expenses except for Closed-End Warehouse Servicer Expenses described in clauses (y) and (z) of the definition thereof and incurred in respect of Closed-End Leases and Closed-End
Vehicles included in the Wind-Down Pool, and such Closed End WH Servicer Reimbursement shall only be made on a Payment Date; and 
 (vi) in no event shall any Revolving Pool Collections be used to make any Closed-End WH Servicer Reimbursement for any Closed-End Warehouse Servicer Expenses except for Closed-End Warehouse Servicer
Expenses incurred in respect of Closed-End Leases and Closed-End Vehicles included in the Revolving Pool; provided, however, that following the occurrence of any Termination Event, no Revolving Pool
Collections shall be used to make any Closed-End WH Servicer Reimbursement for any Closed-End Warehouse Servicer Expenses described in clause (x) of the definition thereof. 

(e) Closed-End Servicer Officers. Coincident with the execution and delivery of this Closed-End Servicing Agreement,
the Closed-End Servicer shall furnish the Titling Trustee, on behalf of the Titling Trust, with an Officer’s Certificate listing any changes in the officers of the Closed-End Servicer involved in, or responsible for, the administration and
servicing of the Closed-End Assets, which shall include incumbencies and sample signatures for each officer and which list shall from time to time be updated by the Closed-End Servicer. 

  
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 (f) Exchange Note Accounts. On or before each Exchange Note Issuance
Date, the Closed-End Servicer will establish, in each case in the name of the Closed-End Collateral Agent or such other entity as may be specified in the applicable Servicing Supplement, at a Qualified Institution or Qualified Trust Institution:

 (i) a segregated trust account to be designated as the “Exchange Note Collection Account” with
respect to the related Reference Pool, into which an amount equal to Closed-End Collections with respect to such Reference Pool will be deposited from time to time; and 

(ii) if so required under the related Exchange Note Supplement, a segregated trust account to be designated as the
“Exchange Note Reserve Account” with respect to the related Reference Pool. 
 The accounts established pursuant to the foregoing
clauses (i) and (ii) for any Reference Pool are referred to together as the “Exchange Note Accounts.” The right to make withdrawals from and deposits to, and to exercise other control
rights with respect to, the Exchange Note Accounts established with respect to any Reference Pool will be governed by the terms of the related Servicing Supplement. 
 (g) Characterization of Accounts. The Lease Funding Account and each Exchange Note Account will be a “securities account” (a “Securities
Account”) within the meaning of Section 8-501 of the Uniform Commercial Code of the State of New York (the “New York UCC”). The Company Account will be a “deposit account” (a
“Deposit Account”) within the meaning of Section 9-102(29) of the New York UCC. 
 (h)
Agreement with Depository Institution. Except as otherwise provided in the related Servicing Supplement, each Exchange Note Account will only be established at a Qualified Institution or Qualified Trust Institution that agrees
in writing that: 
 (i) all securities, instruments, cash or other property delivered to it pursuant to the
Collateral Agency Agreement, the applicable Closed-End Exchange Note Supplement, this Closed-End Servicing Agreement or the applicable Servicing Supplement and all investments of funds held in any such Exchange Note Account will be promptly credited
to such Exchange Note Account; 
 (ii) all securities, instruments, cash or other property credited to any such
Exchange Note Account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC; 
 (iii) at all times prior to being notified by the Closed-End Collateral Agent that (x) all of the related Closed-End Exchange Notes have been repaid or redeemed in full and (y) the applicable
Exchange Note Account has been released from the security interest granted pursuant to Section 2.1 of the Security Agreement, it will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the New
York UCC) originated by the secured party without further consent of the Borrower or any other Person; and 

(iv) the law of the State of New York will govern each such Exchange Note Account. 

(i) Compliance. If at any time an institution maintaining one or more of the Exchange Note Accounts ceases to be a
Qualified Institution or Qualified Trust Institution, the Closed-End Servicer will give prompt notice thereof to the Closed-End Collateral Agent, the Closed-End Administrative Agent and the Borrower and, with their assistance as necessary, within 10
Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent), move such Exchange Note Account or Exchange Note Accounts to a Qualified Institution or Qualified Trust Institution. 

  
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 (j) Withdrawal of Funds Not Constituting Closed-End Collections. The
Closed-End Servicer may from time to time direct the Closed-End Collateral Agent, the Titling Trustee or such other Person maintaining control over the Lease Funding Account, or over the Exchange Note Collection Account with respect to any Reference
Pool, to withdraw from such account and pay to the Closed-End Servicer, or deliver to the appropriate Person for deposit into the Lease Funding Account or into the appropriate Exchange Note Collection Account, as the case may be, amounts that do not
constitute Closed-End Collections for the Asset Pool to which such account relates. In the case of a withdrawal from the Lease Funding Account, the Closed-End Servicer shall provide at least two Business Days’ notice of such withdrawal to the
Deal Agent. The Closed-End Servicer shall provide to the Closed-End Collateral Agent, the Deal Agent and the Closed-End Administrative Agent any information reasonably requested by such Person to document any amounts withdrawn from the Lease Funding
Account pursuant to this Section 5.2(j). 
 Section 5.3 Investment of Amounts in the
Accounts. 
 (a) Permitted Investments. So long as no Facility Default has occurred and is
continuing, amounts from time to time on deposit in the Lease Funding Account, the Company Account or any Exchange Note Account will, to the extent permitted by Applicable Law and except (in the case of an Exchange Note Account) to the extent
otherwise provided in the related Servicing Supplement, be invested as directed by the Closed-End Servicer to the Qualified Institution or Qualified Trust Institution maintaining such account, in Permitted Investments that will not be sold prior to
maturity and that mature no later than the Business Day preceding the Closed-End Exchange Note Payment Date for the Closed-End EN Collection Period to which such amounts relate or, in the case of investments that satisfy the requirements of
clause (v) of the definition of Permitted Investments, that mature no later than the Closed-End Exchange Note Payment Date for the Closed-End EN Collection Period to which such amounts relate. However, the Closed-End Servicer will
not direct the Qualified Institution or Qualified Trust Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest granted and perfected in such account in
favor of the Closed-End Collateral Agent will continue to be perfected in such investment or the proceeds of such sale, in each case, without any further action by any Person. 
 (b) Application of Investment Earnings and Losses. Any investment earnings on Permitted Investments (or any other investments) on deposit in the Lease Funding Account, the Company
Account or any Exchange Note Account will be credited to such account. Any investment losses on Permitted Investments (or any other investments) on deposit in the Lease Funding Account, the Company Account or any Exchange Note Account will be
withdrawn from (or otherwise will constitute a debit to) such account. None of the Closed-End Servicer, the Initial Beneficiary, any Holder, the Titling Trustee or the Titling Trust Administrator will be responsible for losses with respect to any
Permitted Investments (or any other investments) on deposit in any of the aforementioned accounts, or any other account of the Titling Trust. 
 (c) Tax Reporting of Investment Income. All investment income on amounts deposited to the Lease Funding Account, the Company Account or any Exchange Note Accounts established with
respect to any Reference Pool will be reported for U.S. federal income tax purposes as earned by the Titling Trust and will be reported by the Holding Company (or such entity from which the Holding Company may be disregarded as separate for U.S.
federal income tax purposes). 

  
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 ARTICLE VI. 
 ADMINISTRATION AND SERVICING OF CLOSED-END LEASES 
 Section 6.1
Duties of Closed-End Servicer. 
 The Closed-End Servicer will manage, service, administer and make collections on the
Closed-End Assets, together with any Dealer Recourse Rights, if any, and Insurance Policies maintained with respect to the Collateral, and, to the extent applicable, perform all of its other obligations, and exercise its rights, under this
Closed-End Servicing Agreement, with reasonable care and in accordance with the Credit and Collection Policy. The Closed-End Servicer’s duties will include: 
 (a) collecting and remitting (within the time period specified in Section 5.1(a)) (A) all amounts received from Closed-End Obligors relating to the Closed-End Leases (including any
Security Deposits but only when those amounts are applied to pay amounts that a Closed-End Obligor fails to pay relating to a Closed-End Lease), (B) all amounts received in respect of Insurance Policies with respect to the Closed-End Leases,
(C) all amounts received on any Closed-End Lease in respect of any Dealer Recourse Rights and (D) all proceeds realized on the sale or other disposition of the Closed-End Vehicles; 

(b) collecting and remitting state and local taxes relating to the Closed-End Leases and Closed-End Vehicles; 

(c) responding to inquiries of Closed-End Obligors on the Closed-End Leases; 

(d) investigating delinquencies relating to the Closed-End Leases; 

(e) accounting for Closed-End Collections and furnishing statements to the Titling Trust and the Initial Beneficiary with respect to such
Closed-End Collections; 
 (f) repossessing or otherwise converting the possession of the Closed-End Vehicle relating to any
Closed-End Lease as to which the Closed-End Servicer has determined eventual payment in full is unlikely; 
 (g) selling or
otherwise disposing of any Closed-End Vehicle repossessed or returned by the related Closed-End Obligor in connection with a termination of the related Closed-End Lease; 
 (h) collecting any remaining balance on the Closed-End Leases after disposition of any repossessed or returned Closed-End Vehicle; 
 (i) acting as agent of the Titling Trust with respect to the borrowing of funds and the taking of certain other actions in connection with the Warehouse Facilities, to the extent and in the manner set
forth in the Receivables Financing Agreements; 
 (j) acting as agent of the Closed-End Collateral Agent with respect to holding
the Certificates of Title; 
 (k) performing and carrying out on behalf of the Titling Trustee, on behalf of the Titling Trust,
all of the obligations on the part of the lessor under each Closed-End Lease; and 

  
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 (l) any other duties of the Closed-End Servicer expressly set forth in this Closed-End
Servicing Agreement or the other Basic Documents. 
 Section 6.2 Collection of Payments. 

(a) The Closed-End Servicer will make commercially reasonable efforts to collect all payments called for under the Closed-End Leases as
and when the same become due. The Closed-End Servicer may grant extensions, waivers, rebates, modifications or adjustments with respect to any Closed-End Lease. The Closed-End Servicer may waive any late payment charge or any other fees that may be
collected in the ordinary course of servicing a Closed-End Lease. Notwithstanding the foregoing, the Closed-End Servicer may not extend the Maturity Date of a Closed-End Lease more than a total of five times or by more than five months in the
aggregate; provided, however, that such conditions may be varied from time to time with respect to the Closed-End Leases allocated to any particular Reference Pool by means of provisions set forth in an
Exchange Note Supplement or a Servicing Supplement. 
 (b) Allocation of Closed-End Collections. The Closed-End Servicer
will apply and allocate amounts received from Closed-End Obligors and other Persons with respect to the Closed-End Leases and Closed-End Vehicles. Subject to Section 6.3, if a Closed-End Lessee is obligated under one or more
Closed-End Units and also under one or more other assets owned by World Omni or assigned by World Omni to third parties, then any payment on any such asset received from or on behalf of such Closed-End Obligor will, if identified as being made with
respect to a particular item or asset, be applied to such item or asset, and otherwise will be allocated by World Omni in accordance with the Credit and Collection Policy. 
 (c) Manner Paid. The Closed-End Servicer will cause each Closed-End Obligor or other applicable Person to deposit any Closed-End Collections into accounts maintained by the Closed-End Servicer.

 Section 6.3 Other Authorized Actions with Respect to the Servicing of the Closed-End Leases. 

The Closed-End Servicer is authorized to execute and deliver, on behalf of the Titling Trust and the Initial Beneficiary, any and all
instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to Closed-End Leases or to the related Closed-End Vehicles. If the Closed-End Servicer commences a legal
proceeding to enforce a Closed-End Lease against a Closed-End Obligor, the Titling Trust will be deemed to have assigned, solely for the purpose of collection, such Closed-End Lease to the Closed-End Servicer. If in any legal proceeding it is held
that the Closed-End Servicer may not enforce a Closed-End Lease on the ground that it is not a real party in interest, the Titling Trust, will, at the Closed-End Servicer’s expense and direction, take steps to enforce the Closed-End Lease,
including bringing suit in its own name. The Titling Trust will furnish the Closed-End Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Closed-End Servicer to carry out its servicing and
administrative duties hereunder. The Closed-End Servicer is further authorized to obtain all licenses and make all filings, in each case on behalf of the Titling Trust, as are required in connection with the performance of its obligations pursuant
to Section 3.8(a) and Section 3.8(b). 
 Section 6.4 Custody of Lease Files;
Custodial Duties. 
 (a) Appointment of Custodian. The Titling Trust and the Closed-End Collateral Agent each
appoints the Closed-End Servicer to act as the agent of the Titling Trust and the Closed-End Collateral Agent as custodian of the Lease Files, and the Closed-End Servicer accepts such appointment.


  
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The Closed-End Servicer confirms to the Titling Trust and the Closed-End Collateral Agent that it has received all the documents and instruments necessary to act as the agent of the Titling Trust
and the Closed-End Collateral Agent for the purposes set forth in this Section 6.4, including the Lease Files. 
 (b) Duties of Custodian. Except as permitted by Section 6.4(c), the Closed-End Servicer will hold the Lease Files on behalf of the Titling Trust and the Closed-End Collateral
Agent and will maintain, or cause to be maintained, such accurate and complete accounts, records and computer systems pertaining to each Lease File as will enable the Closed-End Servicer to comply with this Closed-End Servicing Agreement and the
Titling Trust Agreement. The Closed-End Servicer will perform its duties as custodian of the Lease Files in such a manner as will enable the Titling Trust and the Closed-End Collateral Agent to verify the accuracy of the Closed-End Servicer’s
record keeping. 
 (c) Location of Records. The Closed-End Servicer will maintain each Lease File at one of its offices
in the United States or the offices of one of its custodians specified in Exhibit A of this Closed-End Servicing Agreement, or at such other office of one of its custodians as specified to the Initial Beneficiary and the Closed-End
Collateral Agent by 30 days’ prior written notice. 
 (d) Access to the Lease Files and Related Records. The
Closed-End Servicer will provide access to the Lease Files, and the related accounts, records, and computer systems maintained by the Closed-End Servicer, to the Titling Trust, the Titling Trustee, the Initial Beneficiary, the Closed-End Collateral
Agent and the Deal Agent at such times as such Persons direct, but only upon reasonable notice and during the normal business hours of the respective offices of the Closed-End Servicer. Nothing in this Section 6.4(d) will affect
the obligation of the Closed-End Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Closed-End Obligors, and the failure of the Closed-End Servicer to provide access to information as a result of such
obligation will not constitute a breach of this Section 6.4(d). 
 (e) Release of Documents. Upon
instructions from the Closed-End Collateral Agent, the Closed-End Servicer will release or cause to be released any Certificate of Title to the Closed-End Collateral Agent, at such place or places as the Closed-End Collateral Agent may designate, as
soon thereafter as is practicable. Any document so released will be handled by the Closed-End Collateral Agent (or its agent or designee) with due care and in compliance with all laws and returned to the Closed-End Servicer for safekeeping as soon
as the Closed-End Collateral Agent (or its agent or designee), as the case may be, has no further need therefor. 
 (f)
Instructions; Authority to Act. All instructions to the Closed-End Servicer will be signed by an Authorized Officer of the party delivering such instructions, and the Closed-End Servicer will be deemed to have received proper instructions
with respect to the Lease Files upon its receipt of such instructions. 
 (g) Effective Period and Termination. The
Closed-End Servicer’s appointment as custodian will become effective as of the date of this Closed-End Servicing Agreement and will continue in full force and effect until terminated pursuant to this Section 6.4. If World
Omni resigns as Closed-End Servicer in accordance with this Closed-End Servicing Agreement, or if all of the rights and obligations of the Closed-End Servicer have been terminated under Section 8.1, the appointment of the
Closed-End Servicer as custodian under this Closed-End Servicing Agreement may be terminated by the Titling Trust, and a successor custodian may be appointed, in each case in the same manner as the Closed-End Servicer may be terminated, and a
successor appointed, respectively, under Section 8.1. As soon as practicable after any termination of such appointment, the Closed-End Servicer will deliver to the Titling Trust or its agents, as the case may be, the Lease Files
(other than the Certificates of Title, which will be delivered to the Closed-End Collateral Agent) and the related accounts and records maintained by the Closed-End Servicer at such place or places as such successor custodian. 

  
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 Section 6.5 Records. 

(a) As to any receipts with respect to any Closed-End Leases, including without limitation monthly lease payments, prepayments,
Liquidation Proceeds and any other payments by or on behalf of any Closed-End Obligor or otherwise with respect to any Closed-End Lease or Closed-End Vehicle, the Closed-End Servicer shall maintain or cause to be maintained such computer and manual
records with respect to all such proceeds and other receipts in accordance with the customary and usual procedures of institutions which service closed-end automobile and light duty truck leases and, to the extent more exacting, the procedures used
by the Closed-End Servicer in respect of any such leases serviced by it for its own account or the accounts of its Affiliates. 

(b) The Closed-End Servicer shall retain or cause to be retained the Lease Files. The Closed-End Servicer shall provide or cause to be
provided to the Titling Trustee, on behalf of the Titling Trust, upon its request, copies of all such data and appropriate documentation at all reasonable times and upon reasonable notice. The Closed-End Servicer shall promptly report to the Titling
Trustee, on behalf of the Titling Trust, any failure on its part to maintain the Lease Files as herein provided and promptly take appropriate action to remedy any such failure. 

Section 6.6 Maintenance of Record Interests in Closed-End Vehicles. 

(a) In accordance with the Titling Trust Agreement, the Closed-End Servicer, on behalf of the Closed-End Collateral Agent, will take the
steps necessary to maintain evidence of the interest of the Titling Trust in each Closed-End Vehicle held by the Titling Trust on the related Certificate of Title. The Titling Trust authorizes the Closed-End Servicer to take the steps on its behalf
necessary to record the interest of the Titling Trust in the event of the relocation of a Closed-End Vehicle or for any other reason. Neither the Closed-End Servicer nor the Closed-End Collateral Agent will allow any Closed-End Vehicle to be titled
in the name of the Titling Trust unless the related Certificate of Title has been issued by a state or jurisdiction that is an Eligible State with respect to the Titling Trust. 

(b) The Closed-End Servicer will direct the Titling Trust to distribute to the Initial Beneficiary, and the Titling Trust will distribute
to the Initial Beneficiary (and the Initial Beneficiary, in turn, will distribute to World Omni, as sole member thereof) any Closed-End Vehicle that the Closed-End Servicer determines, in its sole discretion, the Titling Trust is not authorized to
own. However, no distribution pursuant to this Section 6.6(b) of a Closed-End Vehicle that is included in the Warehouse Facility Pool or, except as otherwise provided in the related Servicing Supplement, any Reference Pool, shall
be made in the event that, after giving effect to such distribution, (i) in the case of a Closed-End Vehicle that is included in the Revolving Pool, the Aggregate Loan Amount would exceed the Borrowing Base or (ii) in the case of a
Closed-End Vehicle that is included in any Reference Pool or any Wind-Down Pool, the applicable overcollateralization requirements would not be satisfied, unless, in each case, contemporaneously with such distribution, World Omni makes a capital
contribution to ALF LLC and ALF LLC makes a capital contribution to the Titling Trust, in each case in cash in an amount equal to the reduction in the Borrowing Base or other measurement of collateralization, as applicable, that would result from
the removal of such Closed-End Lease and Closed-End Vehicle from the calculation thereof. The amount of such capital contribution shall be, in the case of (1) a Closed-End Vehicle that was included in the Warehouse Facility Pool, deposited into
the Lease Funding Account and designated as being made in respect of the Revolving Pool or applicable Wind-Down Pool, as applicable, in accordance with Section 5.1(c) and (2) a Closed-End Vehicle that was included in a
Reference Pool, deposited into the applicable Exchange Note Collection Account in accordance with the applicable Servicing 

  
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Supplement. In connection with each such distribution, the Closed-End Servicer will (i) deliver notice of such distribution to the Titling Trust Administrator with respect to the applicable
Closed-End Lease and related Closed-End Vehicle or Closed-End Vehicles and (ii) cause the Certificate of Title with respect to such Closed-End Vehicle or Closed-End Vehicles to be retitled in the name of the Closed-End Servicer or its designee.

 Section 6.7 No Impairment. 
 The Closed-End Servicer may not impair the rights of the Titling Trust in a Closed-End Lease or Closed-End Vehicle except in accordance with the Credit and Collection Policy and subject to any
restrictions in the Basic Documents. 
 ARTICLE VII. 

SALE OF CLOSED-END VEHICLES 
 Section 7.1 Return, Repossession and Sale of Closed-End Vehicles. 
 (a) The Closed-End Servicer shall use its commercially reasonable efforts (consistent with the customary and usual procedures of institutions that service closed-end automobile and light duty truck leases
and, to the extent more exacting, the procedures used by the Closed-End Servicer in respect of any such leases serviced by it for its own account or the accounts of its Affiliates) to repossess or otherwise take possession of the Closed-End Vehicle
related to any Closed-End Lease that the Closed-End Servicer shall have determined to be in default or a Closed-End Lease as to which a Prepayment has been made in connection with an early termination of such Closed-End Lease but as to which the
related Closed-End Vehicle has not been purchased by the Closed-End Obligor or a Dealer. 
 (b) With respect to each Closed-End
Vehicle that is returned to, or repossessed by, the Closed-End Servicer or its agent or bailee (whether as a result of early termination, default or the return of such Closed-End Vehicle by the Closed-End Obligor on or around the Maturity Date), the
Closed-End Servicer shall, in accordance with the standards set forth in the immediately preceding paragraph: 

(i) follow such practices and procedures as it shall deem necessary or advisable in its servicing of closed-end automobile
and light duty truck leases, which may include reasonable efforts to realize upon any recourse to Dealers, consigning a Closed-End Vehicle to a motor dealer for resale or selling a Closed-End Vehicle at public or private sale; and 

(ii) sell or otherwise dispose of each Closed-End Vehicle that is so returned or repossessed (including a Closed-End Lease
that has become part of the Returned Lease Vehicle Inventory), in accordance with the related Closed-End Lease, and, if the Closed-End Lease is in default, shall commence and prosecute any Proceedings in respect of such Closed-End Lease (and the
related Closed-End Vehicle) in its own name or, if the Closed-End Servicer deems it necessary, in the name of the Titling Trust. 
 (c) The obligations of the Closed-End Servicer under this Section 7.1 are subject to the provision that, in the event of damage to a Closed-End Vehicle from a cause for which the
Closed-End Obligor under the related Closed-End Lease was not required to obtain casualty insurance or maintain such insurance in full force and effect, the Closed-End Servicer shall not be required to expend its own funds in repairing such
Closed-End Vehicle unless it shall reasonably determine that such restoration will increase Liquidation Proceeds (net of Liquidation Expenses) of the related Closed-End 

  
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Lease by at least an equivalent amount. The Closed-End Servicer shall only expend funds in connection with the repossession and/or sale of any Closed-End Vehicle to the extent that it reasonably
determines that Liquidation Expenses will not exceed the anticipated Liquidation Proceeds. The Closed-End Servicer shall be responsible for all other costs and expenses incurred by it in connection with any action taken in respect of a Closed-End
Lease or the related Closed-End Vehicle; provided, however, that, it shall be entitled to reimbursement of such costs and expenses to the extent they constitute Liquidation Expenses or expenses recoverable
under an applicable insurance policy. All Liquidation Proceeds and Insurance Proceeds shall be deposited and transferred as provided in Article V. The foregoing notwithstanding, prior to transferring any such funds out of its
operating account, the Closed-End Servicer shall first deduct therefrom any unreimbursed Liquidation Expenses and Insurance Expense. In connection with this Section 7.1, the Titling Trustee, on behalf of the Titling Trust, shall
grant to the Closed-End Servicer a Power of Attorney in the form attached as Exhibit C with regard to the Closed-End Vehicles, and the Closed-End Servicer, as “Grantee” thereunder, with full power of substitution, shall
give prompt notice to the Titling Trustee upon any such substitution. 
 Section 7.2 Procedures Upon Sale.

 In connection with the sale or other disposition of a Closed-End Vehicle pursuant to Section 7.1, the
Closed-End Servicer will, upon receipt of proceeds of such sale: 
 (i) on behalf of the Closed-End Collateral
Agent, deliver the related Certificate of Title to the purchaser of such Closed-End Vehicle; 
 (ii) deliver
notice of such sale or other disposition to the Titling Trust Administrator; and 
 (iii) change its records to
reflect the termination of the Titling Trust’s interest in such Closed-End Lease and Closed-End Vehicle. 

Section 7.3 Security Deposits. 
 The Closed-End Servicer shall retain each Security Deposit remitted to it (or deemed remitted to it) as agent and bailee for the Titling Trust and as proceeds of the Closed-End Leases, and shall apply the
proceeds of such Security Deposits in accordance with Applicable Law, its customary and usual servicing procedures and the Closed-End Leases, including but not limited to using the Security Deposit in respect of any Closed-End Lease for the payment
of any amount resulting from the related Closed-End Obligor’s default or failure to pay all amounts required to be paid under such Closed-End Lease or resulting from damage to the related Closed-End Vehicle. In the event that any Closed-End
Lease becomes a charged-off lease or, if earlier, the related Closed-End Vehicle is repossessed, then the related Security Deposit, to the extent permitted by such Closed-End Lease and Applicable Law, shall thereby become Liquidation Proceeds. On at
least a monthly basis or (with respect to a Reference Pool) as otherwise set forth in an applicable Servicing Supplement, the Closed-End Servicer shall deposit into the appropriate Exchange Note Collection Account each Security Deposit that became
Liquidation Proceeds during the previous month; otherwise, each Security Deposit, after deduction for amounts applied towards the payment of any amount resulting from the related Closed-End Obligor’s default or failure to pay any amounts
required to be paid under such Closed-End Lease or damage to the related Closed-End Vehicle, shall be returned to the related Closed-End Obligor by the Closed-End Servicer upon termination of such Closed-End Lease. 

  
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 ARTICLE VIII. 
 CLOSED-END SERVICER DEFAULT 
 Section 8.1 Facility Servicer
Event of Default. 
 (a) The occurrence of an Event of Bankruptcy with respect to the Closed-End Servicer will be a
“Facility Servicer Event of Default.” 
 (b) The Closed-End Servicer will notify the Titling Trust, the
Initial Beneficiary, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and each Exchange Noteholder of any Facility Servicer Event of Default, no later than 5 Business Days after an Authorized Officer of the
Closed-End Servicer obtains actual knowledge of such event. 
 (c) If a Facility Servicer Event of Default has occurred, all of
the rights and obligations (other than the rights and obligations of the Closed-End Servicer set forth in Section 3.3) of the Closed-End Servicer under this Closed-End Servicing Agreement may be terminated by: (i) so long as
any Closed-End Exchange Notes remain Outstanding, the Exchange Noteholders representing at least 50% of the aggregate Exchange Note Balance (voting as a single class) or (ii) so long as any Warehouse Facility remains outstanding, the Deal Agent
and (iii) otherwise, the Titling Trust, in each case by notice to the Closed-End Servicer, the Closed-End Administrative Agent, the Deal Agent, the Closed-End Collateral Agent, the Deal Agent and each Exchange Noteholder. 

Section 8.2 Warehouse Facility Servicer Events of Default. 

(a) The occurrence and continuation of any of the following events will be a “Warehouse Facility Servicer
Default”: 
 (i) Any failure by the Closed-End Servicer to deliver to the Closed-End Collateral
Agent or the Closed-End Administrative Agent, any Warehouse Facility Lender or any other Indemnified Person (as defined in each Receivables Financing Agreement), or deposit into the Lease Funding Account with respect to the Warehouse Facility Pool,
any proceeds or payment required to be so delivered with respect to the Warehouse Facility Pool under this Closed-End Servicing Agreement that continues unremedied for 5 Business Days after the earlier of the date on which (x) notice of such
failure is given to the Closed-End Servicer from the Deal Agent or any Warehouse Facility Lender or (y) an Authorized Officer of the Closed-End Servicer has actual knowledge of such failure; provided, however, that
such event will not be a Warehouse Facility Servicer Default if arising from a Force Majeure; provided, however, that upon the occurrence of a Force Majeure, the Closed-End Servicer shall not be relieved
from using all commercially reasonable efforts to perform its obligations in a timely manner, and the Closed-End Servicer shall provide to the Titling Trustee and the Deal Agent prompt notice of such failure or delay, together with a description of
its efforts to perform its obligations; or 
 (ii) Any failure by the Closed-End Servicer to observe or to
perform in any material respect any other covenants or agreements of the Closed-End Servicer set forth in this Closed-End Servicing Agreement or the other Basic Documents with respect to the Warehouse Facilities which failure continues unremedied
for a period of 30 days after notice of such failure is given to the Closed-End Servicer from the Closed-End Administrative Agent or any Warehouse Facility Lender; or 

  
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 (iii) Any representation, warranty or statement of the Closed-End Servicer
made in this Closed-End Servicing Agreement or any other Basic Document to which it is a party or by which it is bound or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of
the time when the same shall have been made and, within 30 days after written notice thereof shall have been given to the Closed-End Servicer by the Closed-End Administrative Agent, the Deal Agent or any Warehouse Facility Lender, the circumstance
or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; or 
 (iv) The Closed-End Servicer shall have failed to deliver a report required to be delivered to the Titling Trustee or the Deal Agent pursuant to this Closed-End Servicing Agreement or any Receivables
Financing Agreement within ten (10) Business Days after the date any such report is due. 
 (b) The Closed-End Servicer
will notify the Titling Trust, the Initial Beneficiary, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and each Exchange Noteholder of any Warehouse Facility Servicer Default, promptly but in no event later than
three Business Days after an Authorized Officer of the Closed-End Servicer obtains actual knowledge of such event. 
 (c) The
Closed-End Servicer will notify the Deal Agent of any event that, with the giving of notice or lapse of time, or both, would become a Warehouse Facility Servicer Default promptly but in no event later than three Business Days after an Authorized
Officer of the Closed-End Servicer obtains actual knowledge of such event. 
 (d) If a Warehouse Facility Servicer Default
occurs, all of the rights and obligations (other than (i) the rights and obligations of the Closed-End Servicer set forth in Section 3.3 or (ii) any other obligations of the Closed-End Servicer under any Basic Documents
which survive the termination of the Closed-End Servicer by their express terms) of the Closed-End Servicer under this Closed-End Servicing Agreement, but solely with respect to the servicing of the Warehouse Facility Pool, may be terminated by:
(i) if the Aggregate Loan Amount is greater than zero or the Warehouse Facilities have not been terminated, the Deal Agent, and (ii) otherwise, the Titling Trust, in each case by notice to the Closed-End Servicer, the Closed-End
Administrative Agent, the Closed-End Collateral Agent, each Warehouse Facility Lender and each Warehouse Facility Agent. 

Section 8.3 Exchange Note Servicer Events of Default. 

(a) The occurrence and continuation of any of the following events will be an “Exchange Note Servicer Default”:

 (i) Any failure by the Closed-End Servicer to deliver to the Closed-End Administrative Agent any proceeds or
payment required to be so delivered with respect to a Closed-End Exchange Note under this Closed-End Servicing Agreement or the applicable Servicing Supplement that continues unremedied for 5 Business Days after the earlier of the date on which
(x) notice of such failure is given to the Closed-End Servicer from the Closed-End Administrative Agent or (y) an Authorized Officer of the Closed-End Servicer has actual knowledge of such failure; provided, that such event
will not be an Exchange Note Servicer Default if (1) such failure is caused by an event outside the control of the Closed-End Servicer that the Closed-End Servicer could not have avoided through the exercise of commercially reasonable efforts,
(2) such failure does not continue for more than 10 Business Days after the earlier of the date on which notice of such failure is given to an Authorized Officer of the Closed- End Servicer or an Authorized Officer of the Closed-End Servicer
learns of such failure and (3) during such period the Closed-End Servicer uses all commercially reasonable efforts to perform its obligations under this Closed-End Servicing Agreement; or 

  
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 (ii) Any failure by the Closed-End Servicer to observe or to perform in any
material respect any other covenants or agreements of the Closed-End Servicer with respect to a Closed-End Exchange Note set forth in this Closed-End Servicing Agreement or the applicable Servicing Supplement which failure (A) materially and
adversely affects the rights of the Closed-End Administrative Agent or the related Exchange Noteholder and (B) continues unremedied for a period of 30 days after notice of such failure is given to the Closed-End Servicer from the Closed-End
Administrative Agent or the related Exchange Noteholder. 
 (b) The Closed-End Servicer will notify the Titling Trust, the
Initial Beneficiary, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and the Exchange Noteholder of the related Closed-End Exchange Note of any event that with the giving of notice or lapse of time, or both,
would become an Exchange Note Servicer Default, no later than 5 Business Days after an Authorized Officer of the Closed-End Servicer obtains knowledge of such event. However, the Closed-End Servicer is not required to provide such notice if, during
such 5 Business Days (i) such event has been cured or (ii) the Closed-End Servicer is actively pursuing a cure. 
 (c)
If an Exchange Note Servicer Default occurs with respect to any Closed-End Exchange Note and has not been remedied, all of the rights and obligations (other than the rights and obligations of the Closed-End Servicer set forth in
Section 3.3) of the Closed-End Servicer under this Closed-End Servicing Agreement, but solely with respect to the servicing of the related Reference Pool, may be terminated by the Required Secured Parties with respect to such
Reference Pool, as set forth in clause (ii) of the definition of “Required Secured Parties.” 

Section 8.4 Appointment of Successor Servicer. 

(a) Upon the receipt by the Closed-End Servicer of a notice of termination pursuant to Section 8.1,
Section 8.2 or Section 8.3 (or such later date as may be specified in such notice of termination), all authority and power of the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a
termination pursuant to Section 8.2 or Section 8.3, solely to the extent of the rights so terminated) will pass to and be vested in the successor Closed-End Servicer as may be appointed under this
Section 8.4. In such event, the Titling Trust, the Closed-End Administrative Agent and the Closed-End Collateral Agent are authorized and empowered to execute and deliver, on behalf of the predecessor Closed-End Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the termination and replacement of the Closed-End Servicer (in the case of a termination
pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated). 
 (b)
Upon termination of the Closed-End Servicer pursuant to Section 8.1, Section 8.2 or Section 8.3, the predecessor Closed-End Servicer will cooperate with the successor Closed-End Servicer, the
Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and the Titling Trust in effecting the termination of the responsibilities and rights of the predecessor Closed-End Servicer under this Closed-End Servicing Agreement
(in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated), including, as soon as practicable, (i) the transfer to such successor Closed-End Servicer
for administration by it of all cash amounts relating to the Collateral (or, in the case of a termination pursuant to Section 8.2 or Section 8.3, the applicable portion of the Collateral) that are held by the
predecessor Closed-End Servicer for deposit, or thereafter will be received with respect to the Collateral (or such portion thereof, as the 

  
 27 









 
case may be); (ii) the delivery to such successor Closed-End Servicer of the related Lease Files, all related Security Deposits and related repossessed Closed-End Vehicles, and the related
accounts and records maintained by the Closed-End Servicer; and (iii) directing the Closed-End Obligors to remit payments to an account or address designated by the Titling Trust or such successor Closed-End Servicer. 

(c) If the Closed-End Servicer is terminated pursuant to Section 8.1, Section 8.2 or
Section 8.3, it will continue to perform its functions as Closed-End Servicer under this Closed-End Servicing Agreement until the date specified in the notice of termination. If the Closed-End Servicer resigns pursuant to
Section 3.6 or is terminated under this Closed-End Servicing Agreement, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust will (i) in the case of
the Closed-End Administrative Agent, provide notice of such termination or resignation to the Titling Trust, the Closed-End Collateral Agent and the Closed-End Administrative Agent and (ii) as promptly as possible, appoint an established
institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of automotive leases and the related leased vehicles, as the successor to the Closed-End Servicer under this Closed-End Servicing Agreement (in
the case of a termination pursuant to Section 8.2 or Section 8.3, solely to the extent of the rights so terminated). Such successor will accept its appointment by (i) entering into a servicing agreement
with the Titling Trust and the Closed-End Collateral Agent having substantially the same provisions as the provisions of this Closed-End Servicing Agreement applicable to the Closed-End Servicer (as modified, to the extent applicable, by any related
Servicing Supplement), in a form acceptable to the Titling Trust and the Closed-End Collateral Agent and, in the case of a termination pursuant to Section 8.3, the Exchange Noteholder of the related Closed-End Exchange Note) and
(ii) delivering a copy of such servicing agreement to the parties to such agreement, the Closed-End Administrative Agent and, if applicable, the Exchange Noteholder of any related Outstanding Closed-End Exchange Note. 

(d) If no Person has accepted its appointment as successor Closed-End Servicer when the predecessor Closed-End Servicer ceases to act as
Closed-End Servicer in accordance with this Section 8.4, the Closed-End Administrative Agent will appoint, or petition a court of competent jurisdiction to appoint, an established institution having a net worth of not less than
$50,000,000 whose regular business includes the servicing of automotive leases and the related leased vehicles, as successor to the Closed-End Servicer under this Closed-End Servicing Agreement and any applicable Servicing Supplement. 

(e) Upon its acceptance of its appointment as successor Closed-End Servicer, the successor Closed-End Servicer will be the successor in
all respects to the predecessor Closed-End Servicer (and will be the successor in all respects to the Closed-End Collateral Agent Administrator pursuant to Section 4.2(b) of the Closed-End Administration Agreement), and will be
subject to all of the responsibilities, duties, and liabilities following such successor Closed-End Servicer’s appointment placed on (1) the predecessor Closed-End Servicer relating to such predecessor Closed-End Servicer’s
performance of its duties as Closed-End Servicer (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated) and (2) the predecessor Closed-End
Collateral Agent Administrator, to the extent and in the manner specified in the Closed-End Administration Agreement. 
 (f) In
connection with any appointment of a successor Closed-End Servicer, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust, may make such arrangements for the compensation of
such successor Closed-End Servicer out of Closed-End Collections and other property constituting a part of the Collateral (but solely to the extent of the Collateral relating to the rights so terminated) as it and such successor Closed-End Servicer
may agree, provided, however, that, no such compensation will be in excess of the amount paid to the predecessor Closed-End Servicer under this Closed-End Servicing Agreement. The
Closed-

  
 28 









 
End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust and the predecessor Closed-End Servicer will take such action, consistent
with this Closed-End Servicing Agreement, as will be necessary to effectuate any such succession. 
 Section 8.5
Waiver of Servicer Event of Default. 
 The Closed-End Administrative Agent, on behalf of the Closed-End Collateral
Agent and the Titling Trust, which is entitled to remove the Closed-End Servicer pursuant to Section 8.1, Section 8.2 or Section 8.3, may waive any related Servicer Event of Default, as the
case may be, and its consequences. Upon any such waiver, the applicable Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Closed-End Servicing Agreement. No such waiver will extend to
any subsequent or other event or impair any right consequent thereon. 
 ARTICLE IX. 

REPORTING 

Section 9.1 Monthly Warehouse Facility Pool Reports. 

No later than 3:00 p.m., Eastern Time, On the 8th day of each calendar month (or, if such day is not a Business Day, the next Business
Day), the Closed-End Servicer will, if so requested by the Closed-End Collateral Agent, the Closed-End Administrative Agent or the Titling Trust, deliver to such Persons a servicing report (the “Monthly Warehouse Facility Pool
Report”), in substantially the form of Exhibit B. 
 Section 9.2 Monthly Reference
Pool Reports. 
 Except as otherwise provided in the related Servicing Supplement, each month, the Closed-End Servicer
will deliver to the Closed-End Administrative Agent and each of the other Persons (if any) listed in the related Servicing Supplement a servicing report (the “Monthly Exchange Note Report”) in the form provided in such
Servicing Supplement. 
 Section 9.3 Annual Statement as to Compliance. 

No later than April 30 of each year, the Closed-End Servicer will deliver to the Titling Trustee an Officer’s Certificate, dated
as of December 31 of the preceding calendar year, stating that (i) a review of the activities of the Closed-End Servicer during the preceding calendar year and of its performance under this Closed-End Servicing Agreement has been made
under the applicable officer’s supervision and (ii) to such officer’s knowledge, based on such review, the Closed-End Servicer has fulfilled all its obligations under this Closed-End Servicing Agreement throughout such year in all
material respects, or, if there has been a default in the fulfillment of any such obligation in any material respect and such default is continuing, specifying each such default known to such officer and the nature and status of such default.

 Section 9.4 Annual Independent Certified Public Accountants’ Report. 

No later than April 30 each year, the Closed-End Servicer will cause a firm of Independent certified public accountants to deliver to
the Titling Trustee and the Initial Beneficiary, a report with respect to the preceding calendar year addressed to the board of directors of the Closed-End Servicer, the Titling Trustee and the Initial Beneficiary, stating that such Independent
accountants have examined the annual financial statements of the Closed-End Servicer in accordance with generally 

  
 29 









 
accepted auditing standards, which examination included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances, and that as a
part of that examination, certain documents and records of the Closed-End Servicer relating to the servicing of the Closed-End Leases were reviewed and tested and nothing came to the attention of such Independent accountants that caused them to
believe that the provisions of this Closed-End Servicing Agreement were not being complied with, except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as are set forth in such report.

 Section 9.5 Other Notices. 
 (a) Notice of Merger or Consolidation of, or Assumption of the Obligations of, Closed-End Servicer. The Closed-End Servicer will notify the Titling Trust, the Initial Beneficiary, the Deal Agent,
the Closed-End Administrative Agent, the Closed-End Collateral Agent and each Exchange Noteholder of any merger, consolidation or succession pursuant to Section 3.4 (other than in the case of a corporate reorganization involving
only World Omni and/or one or more of its Affiliates) within 15 Business Days after any such event. 
 (b) Notice of Third
Party Claims. The Closed-End Servicer will notify the Titling Trust, the Initial Beneficiary, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and each Exchange Noteholder within 15 Business Days following the
date on which an Authorized Officer of the Closed-End Servicer becomes aware of a claim by a third party with respect to any Closed-End Asset, which claim could reasonably be expected to have a material adverse effect on the Titling Trust, the Deal
Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent, any Exchange Noteholder or any trust established by an Exchange Noteholder. 
 (c) Tax Reporting. To the extent required by law, the Closed-End Servicer will deliver to each Exchange Noteholder or, if applicable, the holders of debt securities issued by any Exchange
Noteholder and secured by a Closed-End Exchange Note, information for the preparation of the Exchange Noteholder’s U.S. federal income tax returns. 
 ARTICLE X. 
 MISCELLANEOUS 

Section 10.1 Amendments. 
 This Closed-End Servicing Agreement may be amended by the Titling Trust, the Closed-End Collateral Agent and the Closed-End Servicer. Any such amendment will not, as evidenced by an Opinion of Counsel,
cause the Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. 
 Section 10.2 No Legal Title to Closed-End Assets. 
 The
Closed-End Servicer will not have legal title to any Closed-End Assets. Legal title to the Closed-End Assets will remain with the Titling Trust. 
 Section 10.3 Notices. 
 Any and all notices and other
communications provided for under this Closed-End Servicing Agreement shall, unless otherwise stated herein, be delivered in accordance with, and shall be deemed delivered in accordance with, the Notice Requirements, which are hereby incorporated
into this Closed-End Servicing Agreement. 

  
 30 









 Section 10.4 Third-Party Beneficiaries. 

This Closed-End Servicing Agreement will inure to the benefit of and be binding upon the parties to this Closed-End Servicing Agreement
and their assigns and for the benefit of any owner trustee or indenture trustee and each Registered Pledgee with respect to debt obligations issued to an Exchange Noteholder and secured by a Closed-End Exchange Note or other party that may be
specified in the Servicing Supplements, each of which will be considered to be a third-party beneficiary of this Closed-End Servicing Agreement. Except as otherwise provided in this Closed-End Servicing Agreement, no other Person will have any right
or obligation under this Closed-End Servicing Agreement. 
 Section 10.5 No Petition. 

The Closed-End Servicer and the Closed-End Collateral Agent each covenants that for a period of one year and one day (or, if longer, any
applicable preference period) after payment in full of all Trust-Related Obligations, and all distributions to all holders of any other securities the payments on which are derived in any material part from amounts received with respect to any
Titling Trust Assets, it will not institute against, or join any Person in instituting against, the Initial Beneficiary or the Titling Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings
under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Closed-End Servicing Agreement or any of the other Basic Documents. 

Section 10.6 GOVERNING LAW; SUBMISSION TO JURISDICTION. 

(a) THIS CLOSED-END SERVICING AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

(b) Each party to this Closed-End Servicing Agreement submits to the nonexclusive jurisdiction of the United States District Court for
the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Closed-End Servicing Agreement or the transactions contemplated by this
Closed-End Servicing Agreement or by the other Basic Documents. Each party to this Closed-End Servicing Agreement irrevocably waives, to the fullest extent it may do so, any objection that it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. 
 Section 10.7 WAIVER OF JURY TRIAL. 
 EACH PARTY TO THIS
CLOSED-END SERVICING AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS CLOSED-END SERVICING AGREEMENT OR ANY OTHER BASIC
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS CLOSED-END SERVICING AGREEMENT OR ANY SUCH OTHER BASIC DOCUMENT. 

  
 31 









 Section 10.8 Severability. 

If any one or more of the covenants, agreements, provisions or terms of this Closed-End Servicing Agreement is held invalid, illegal or
unenforceable, then such covenants, agreements, provisions or terms will be deemed severable from the remaining covenants, agreements, provisions or terms of this Closed-End Servicing Agreement and will in no way affect the validity, legality or
enforceability of the other provisions of this Closed-End Servicing Agreement. 
 Section 10.9 Counterparts.

 This Closed-End Servicing Agreement may be executed in any number of counterparts, each of which will be an original, and all
of which will together constitute one and the same instrument. 
 Section 10.10 Headings. 

The various headings in this Closed-End Servicing Agreement are included for convenience only and will not affect the meaning or
interpretation of any provision of this Closed-End Servicing Agreement. 
 Section 10.11 Further Assurances.

 The Closed-End Servicer agrees to do and perform any and all acts and to execute any and all further instruments required or
reasonably requested by the other parties or by the Initial Beneficiary to more fully effect the purposes of this Closed-End Servicing Agreement, including the execution of any financing statements or continuation statements relating to the
Collateral for filing under the UCC. 
 Section 10.12 Agent for Service. 

So long as World Omni remains the Closed-End Servicer, the agent for service of the Closed-End Servicer and the Titling Trust in respect
of this Closed-End Servicing Agreement will be the person holding the office of the Treasurer of the Closed-End Servicer at: 

World Omni Financial Corp. 
 190 Jim Moran Boulevard 
 Deerfield Beach, FL 33442 

Attention: Treasurer 
 Fax: 954-429-2685 
 Section 10.13 Limitation of Recourse to Titling
Trustee. 
 It is expressly understood and agreed by the parties to this Closed-End Servicing Agreement that
(a) this Closed-End Servicing Agreement is executed and delivered by VT Inc., not individually or personally but solely as Titling Trustee with respect to the Borrower, in the exercise of the powers and authority conferred and vested in it
under the Titling Trust Agreement and otherwise, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower are made and intended not as personal representations, undertakings and agreements by VT Inc.
(or by U.S. Bank), but are made and intended for the purpose of binding only World Omni LT, as Borrower, (c) nothing contained in this Closed-End Servicing Agreement shall be construed as creating any liability on the part of VT Inc. or U.S.
Bank, individually or personally, to perform any covenant, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person


  
 32 









 
claiming by, through or under the parties to this Agreement and (d) under no circumstances shall VT Inc. or U.S. Bank be personally liable for the payment of any indebtedness or expenses of
World Omni LT, as Borrower or otherwise, under this Closed-End Servicing Agreement, any other Basic Document or any other related document. 
 Section 10.14 Waiver of Opinion 
 Each Warehouse Facility Agent,
each Warehouse Facility Lender, the Closed-End Servicer, the Titling Trust and the Closed-End Collateral Agent each hereby waives the requirement set forth in Section 10.1 of this Closed-End Servicing Agreement that an opinion of
counsel with respect to certain U.S. federal tax matters be delivered solely in connection with the execution and delivery of this amendment and restatement of this Closed-End Servicing Agreement. 

[SIGNATURE PAGE FOLLOWS] 

  
 33 









 Executed: 

 

			
	 WORLD OMNI FINANCIAL CORP.,
 as Closed-End Servicer

		
	By:	  	 /s/ Ben Miller

		  	Name: Ben Miller
		  	Title: Assistant Treasurer



[Signature Page to Closed-End Servicing Agreement Page 1 of 3] 







 
			
	 WORLD OMNI LT,
 as Titling Trust

		
	By:	 	 VT INC.,
 as Titling
Trustee

		
	By:	 	 /s/ Patricia M. Child

		 	Name: Patricia M. Child
		 	Title: President


 [Signature Page to
Closed-End Servicing Agreement Page 2 of 3] 







 
			
	 AL HOLDING CORP.,
 as Closed-End Collateral Agent

		
	By:	 	 /s/ Philip A. Martone

		 	Name: Philip A. Martone
		 	Title: Vice President


 [Signature
Page to Closed-End Servicing Agreement Page 3 of 3] 







 Exhibit A 
 LOCATION OF LEASE FILES 
 [to be provided electronically] 







 Exhibit B 
 FORM OF MONTHLY WAREHOUSE FACILITY POOL REPORT 
 [On file with the
Closed-End Servicer] 







 Exhibit C 
 FORM OF CLOSED-END POWER OF ATTORNEY 
  

			
	STATE OF ILLINOIS	  	}
		  	}
	COUNTY OF COOK	  	}

 Reference is made to the Third Amended
and Restated Pledge and Security Agreement (as amended, the “Security Agreement”), dated as of July 16, 2008, between the WORLD OMNI LT, a Delaware statutory trust, as Borrower (the “Borrower”),
and AL HOLDING CORP., a Delaware corporation (“ALHC”), as collateral agent (the “Closed-End Collateral Agent”), as amended, supplemented or otherwise modified from time to time. Pursuant to the
Security Agreement, the Closed-End Collateral Agent will hold a security interest in assets of the Borrower allocated to the Specified Interest designated as the “Closed-End Collateral Specified Interest” and certain related assets for the
benefit of the Secured Parties specified therein. 
 ALHC, having an office and place of business at 209 South LaSalle Street,
Suite 300, Chicago, Illinois 60604, appoints: 
 1. World Omni Financial Corp., a Florida corporation (“World
Omni”), having an office and place of business at 190 Jim Moran Boulevard, Deerfield Beach, FL 33442 , its employees, contractors, attorneys and agents, to act as ALHC’s true and lawful attorneys-in-fact to Execute all Documents
that may be required to (A) reflect the lien of ALHC on any Certificate of Title or (B) remove ALHC as lienholder from any Certificate of Title upon termination of ALHC’s lien on the related motor vehicle; and 

2. World Omni and its attorneys to act as ALHC’s true and lawful attorneys-in-fact to (A) execute a power of attorney on behalf
of ALHC in favor of any Dealer or Auction and any employee or agent thereof appointing any such person or entity as ALHC’s attorney-in-fact to Execute all Documents that may be required to (i) reflect the lien of ALHC on any Certificate of
Title or (ii) remove ALHC as lienholder from any Certificate of Title upon termination of ALHC’s lien in the related motor vehicle and (B) otherwise convey the authority to Dealers or Auctions and their employees or agents to take
such actions on behalf of ALHC with respect to the Leases and Vehicles. 
 As used herein, (i) “Auction”
means [Manheim Auctions, Inc.], [Auto Trade Center] and any other physical or electronic auction house, motor vehicle disposition agent, consignor or vendor, (ii) “Execute” means to prepare, execute, submit, deliver and/or
file, in each case on behalf of ALHC, as Collateral Agent under the Security Agreement, (iii) “Document” means any document, instrument, certificate or application and (iv) all other capitalized terms not defined herein
have the meaning given to such terms under the Security Agreement. 







 This power of attorney will remain in full force and effect until notice of revocation in
writing is delivered by ALHC to World Omni. 
 EXECUTED this     day of
[        ], 20    . 
  

			
	AL HOLDING CORP.
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	STATE OF ILLINOIS	  	}
		  	}
	COUNTY OF COOK	  	}

 Before me, the undersigned authority,
on this day personally appeared                     , known to me to be the person whose name is subscribed to the foregoing instruments, and
acknowledged to me that he/she signed the same for the purposes and considerations therein expressed. 
 Sworn to before me this
     
 day of [        ], 20    . 

 

					
	Notary Public - State of Illinois	 		  	                    [seal]
		
	  
	  	


					
	Name:	 	  
	  	


					
	Commission Expires:	 	  
	  	

  







 Exhibit D 
 DEALER ARRANGEMENT 
 [On file with the Closed-End Servicer] 







 Exhibit E 
 Authorized Officers of U.S. Bank Trust National Association 
  

			
		
	Name	  	Title
		
	Patricia M. Child	  	Vice President
		
	Melissa A. Rosal	  	Vice President
		
	Nancie J. Arvin	  	Vice President
		
	Julia Linian	  	Assistant Vice President
		
	Erika Forshtay	  	Trust Officer
		
	Mary Ann Turbak	  	Trust Officer








 Exhibit F 
 Authorized Officers of U.S. Bank National Association 
  

			
		
	Name	  	Title
		
	Patricia M. Child	  	Vice President
		
	Melissa A. Rosal	  	Vice President
		
	Nancie J. Arvin	  	Vice President
		
	Julia Linian	  	Assistant Vice President
		
	Erika Forshtay	  	Trust Officer
		
	Mary Ann Turbak	  	Trust Officer








 Exhibit G 
 Authorized Officers of World Omni, as 
 Servicer and as Titling
Trust Administrator 
  

			
		
	Name	  	Title
		
	Eric M. Gebhard	  	Treasurer
		
	Alan J. Browdy	  	Assistant Treasurer
		
	Ben Miller	  	Assistant Treasurer
		
	Brick A. Toifel	  	Vice President
		
	Peter J. Sheptak	  	Vice President, General Counsel &

Secretary

		
	Stephen P. Artusi	  	Assistant Secretary