EXHIBIT 10.4


 


	 
	World Omni Financial Corp.,
	as Servicer
	 
	WORLD OMNI LT,
	as Titling Trust 
	 
	and 
	 
	AL Holding Corp., 

as Closed-End Collateral Agent 
	 
	Exchange Note Servicing Supplement 2021-A TO 

CLOSED-END SERVICING AGREEMENT 
	 
	Dated as of July 21, 2021
	 


 









     


     


    

 


Table
of Contents


 


Page


 


	Article XI DEFINITIONS 	2
	SECTION 11.1	 	DEFINITIONS	2
	 	 	 	 
	Article XII REPRESENTATIONS AND WARRANTIES OF THE SERVICER 	2
	SECTION 12.1	 	EXISTENCE AND POWER	2
	SECTION 12.2	 	AUTHORIZATION AND NO CONTRAVENTION	3
	SECTION 12.3	 	NO CONSENT REQUIRED	3
	SECTION 12.4	 	BINDING EFFECT	3
	SECTION 12.5	 	ACCURACY OF INFORMATION	3
	SECTION 12.6	 	NO PROCEEDINGS	3
	 	 	 	 
	Article XIII SPECIFIC REQUIREMENTS FOR ADMINISTRATION AND SERVICING OF THE REFERENCE POOL 	3
	SECTION 13.1	 	APPOINTMENT OF THE SERVICER	3
	SECTION 13.2	 	SERVICER BOUND BY CLOSED-END SERVICING AGREEMENT	4
	SECTION 13.3	 	APPLICATION OF PROCEEDS	5
	SECTION 13.4	 	SERVICER CERTIFICATE	6
	SECTION 13.5	 	SERVICER FEE	6
	SECTION 13.6	 	INSURANCE LAPSES; REPAIRS	6
	SECTION 13.7	 	LICENSING OF TITLING TRUST	6
	SECTION 13.8	 	COMMUNICATION BETWEEN NOTEHOLDERS	6
	SECTION 13.9	 	PAYMENT OF FEES AND EXPENSES	6
	SECTION 13.10	 	ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS’ SERVICING REPORT	7
	SECTION 13.11	 	ANNUAL OFFICER’S CERTIFICATE	7
	SECTION 13.12	 	POST-MATURITY TERM EXTENSION	8
	SECTION 13.13	 	INSURANCE POLICIES; ADDITIONAL INSUREDS	8
	SECTION 13.14	 	SECURITY DEPOSITS	8
	 	 	 	 
	Article XIV TERMINATION OF THE SERVICER 	8
	SECTION 14.1	 	TERMINATION OF THE SERVICER AS TO THE SERIES 2021-A REFERENCE POOL	8
	SECTION 14.2	 	NO EFFECT ON OTHER PARTIES	9
	 	 	 	 
	Article XV OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE 	10
	SECTION 15.1	 	OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE	10
	 	 	 	 
	Article XVI MISCELLANEOUS 	10
	SECTION 16.1	 	AMENDMENT	10
	SECTION 16.2	 	GOVERNING LAW	11
	SECTION 16.3	 	NOTICES	12



 






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	SECTION 16.4	 	THIRD-PARTY BENEFICIARIES	12
	SECTION 16.5	 	SEVERABILITY	12
	SECTION 16.6	 	BINDING EFFECT	12
	SECTION 16.7	 	ARTICLE AND SECTION HEADINGS	13
	SECTION 16.8	 	EXECUTION IN COUNTERPARTS; ELECTRONIC SIGNATURES	13
	SECTION 16.9	 	FURTHER ASSURANCES	13
	SECTION 16.10	 	EACH EXCHANGE NOTE SEPARATE; ASSIGNEES OF EXCHANGE NOTE	13
	SECTION 16.11	 	NO PETITION	14
	SECTION 16.12	 	SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL	14
	SECTION 16.13	 	LIMITATION OF LIABILITY OF VT INC	15
	SECTION 16.14	 	INFORMATION REQUESTS	15
	SECTION 16.15	 	REGULATION AB	15
	SECTION 16.16	 	CREDIT RISK RETENTION	15
	SECTION 16.17	 	EU AND UK RISK RETENTION	16



 






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Exchange
Note Servicing Supplement 2021-A TO

CLOSED-END SERVICING AGREEMENT


 


THIS
Exchange Note Servicing Supplement 2021-A TO CLOSED-END SERVICING AGREEMENT (as
amended, modified or supplemented from time to time, the “Exchange Note Servicing Supplement”), dated as of July 21,
2021, is among (i) WORLD OMNI FINANCIAL CORP., a Florida corporation (“World Omni”), as servicer (in such capacity,
the “Servicer”), (ii) WORLD OMNI LT, a Delaware statutory trust (the “Titling Trust”) and (iii) AL
HOLDING CORP., a Delaware corporation, as collateral agent (“ALHC” or the “Closed-End Collateral Agent”).


 


RECITALS


 


1.          The
Titling Trust, the Closed-End Collateral Agent and the Servicer have entered into that certain Fifth Amended and Restated Closed-End
Servicing Agreement, dated as of December 15, 2009, as amended, to provide that such agreement will constitute the “Closed-End
Servicing Agreement” (as defined in the Titling Trust Agreement) with respect to the Closed-End Collateral Specified Interest,
which provides, among other things, for the servicing of the Titling Trust Assets by the Servicer.


 


2.          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 entered into a Fourth Amended and Restated Collateral Agency
Agreement, dated as of December 15, 2009 (as amended, modified or supplemented from time to time, the “Collateral Agency
Agreement”).


 


3.          The
Collateral Agency Agreement contemplates that from time to time the Titling Trustee, on behalf of the Titling Trust and at the direction
of the Initial Beneficiary, will identify and allocate on the Titling Trust’s books and records certain Titling Trust Assets within
separate Reference Pools and create and issue to the Initial Beneficiary a Closed-End Exchange Note.


 


4.          Concurrently
herewith, World Omni Auto Leasing LLC (the “Depositor”) will purchase the Exchange Note, which represents the 2021-A
Reference Pool, from the Initial Beneficiary and World Omni Automobile Lease Securitization Trust 2021-A, a Delaware statutory trust (the
 “Issuing Entity”), will purchase the Exchange Note, which represents the 2021-A Reference Pool, from the Depositor.
The Issuing Entity is expected to fund such purchase from proceeds of the issuance of the Notes and Certificates.


 


5.          Concurrently
herewith, the Issuing Entity is entering into an asset-backed financing transaction pursuant to, among other agreements, an Indenture,
dated as of the date hereof, (the “Indenture”) with Wilmington Trust, National Association, as indenture trustee (the
 “Indenture Trustee”), pursuant to which the Issuing Entity will issue asset-backed notes and will grant a security
interest to the Indenture Trustee in certain of its assets.


 






     


     


    

 


6.          Concurrently
herewith, the Titling Trust, the Closed-End Collateral Agent, the Closed-End Administrative Agent, and the other Secured Parties named
therein are entering into that certain Exchange Note Supplement 2021-A to the Collateral Agency Agreement (as amended, modified or supplemented
from time to time, the “Exchange Note Supplement”) to supplement the terms of the Collateral Agency Agreement (i) to
cause the Titling Trustee to identify and allocate Titling Trust Assets to a particular Reference Pool (the “Reference Pool”),
which shall consist of Titling Trust Assets which shall constitute Exchange Note Assets, (ii) to create and issue to Auto Lease Finance
LLC a Closed-End Exchange Note and (iii) to set forth the terms and conditions thereof.


 


7.          The
Titling Trust desires to retain the Servicer to provide certain services with respect to the 2021-A Reference Pool allocated to the Closed-End
Exchange Note owned by the Issuing Entity, and the parties hereto desire, pursuant to this Exchange Note Servicing Supplement, to supplement
the terms of the Closed-End Servicing Agreement insofar as they apply to the 2021-A Reference Pool, providing for specific servicing obligations
that will benefit the Issuing Entity, as holder of the Closed-End Exchange Note, and the Indenture Trustee, as the pledgee of the Closed-End
Exchange Note on behalf of the Noteholders.


 


NOW THEREFORE, in consideration
of the premises and the mutual covenants herein contained and in the Closed-End Servicing Agreement, the parties hereto agree to the following
supplemental obligations with regard to the Closed-End Exchange Note:


 


Article XI

DEFINITIONS


 


SECTION 11.1      DEFINITIONS.
For all purposes of this Exchange Note Servicing Supplement, except as otherwise expressly provided or unless the context otherwise
requires, (a) unless otherwise defined herein, all capitalized terms used herein shall have the meanings attributed to them (i) by
Appendix A to the Indenture, (ii) if not defined therein, by Appendix A to the Collateral Agency Agreement or (iii) if
not defined therein, by the Titling Trust Agreement, (b) the capitalized terms defined in this Exchange Note Servicing Supplement
have the meanings assigned to them in this Exchange Note Servicing Supplement and include (i) all genders and (ii) the plural
as well as the singular, (c) all references to words such as “herein”, “hereof” and the like shall refer
to this Exchange Note Servicing Supplement as a whole and not to any particular article or section within this Exchange Note Servicing
Supplement, (d) the term “include” and all variations thereon shall mean “include without limitation”, and
(e) the term “or” shall include “and/or”.


 


Article XII

REPRESENTATIONS AND WARRANTIES OF THE SERVICER


 


The Servicer represents and
warrants to the Depositor, the Issuing Entity and the Indenture Trustee on behalf of the Noteholders as follows:


 


SECTION 12.1     EXISTENCE
AND POWER. The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida
and has all power and authority required to carry on its business as it is now conducted. The Servicer has obtained all necessary licenses
and approvals in all jurisdictions where the failure to do so would materially and adversely affect the business, properties, financial
condition or results of operations of the Servicer, taken as a whole.


 






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SECTION 12.2     AUTHORIZATION
AND NO CONTRAVENTION. The execution, delivery and performance by the Servicer of each Transaction Document to which it is a party
(i) have been duly authorized by all necessary corporate action and (ii) do not violate or constitute a default under (A) any
applicable law, rule or regulation, (B) its organizational instruments or (C) any agreement, contract, order or other
instrument to which it is a party or its property is subject and (iii) will not result in any Adverse Claim on any Transaction Unit
or Closed-End EN Collected Amounts with respect to the 2021-A Reference Pool or give cause for the acceleration of any indebtedness of
the Servicer.


 


SECTION 12.3     NO
CONSENT REQUIRED. No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection
with the execution, delivery and performance by the Servicer of any Transaction Document, other than UCC filings and other than approvals
and authorizations that have previously been obtained and filings which have previously been made.


 


SECTION 12.4     BINDING
EFFECT. Each Transaction Document to which the Servicer is a party constitutes the legal, valid and binding obligation of the Servicer
enforceable against the Servicer in accordance with its terms, except as limited by bankruptcy, insolvency, or other similar laws of
general application relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of
equity.


 


SECTION 12.5     ACCURACY
OF INFORMATION. All information heretofore furnished by or on behalf of the Servicer in writing to the Closed-End Administrative
Agent for purposes of or in connection with this Agreement or any transaction contemplated hereby is true and accurate in all material
respects on and as of the date such information was furnished (except to the extent that such furnished information relates solely to
an earlier date, in which case such information is true and accurate in all material respects on and as of such earlier date).


 


SECTION 12.6     NO
PROCEEDINGS. There is no action, suit, proceeding or investigation pending or, to the knowledge of the Servicer, threatened against
the Servicer which, either in any one instance or in the aggregate, would result in any material adverse change in the business, operations,
financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry
on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would render invalid
this Agreement or the Transaction Units or the obligations of the Servicer contemplated herein, or which would materially impair the
ability of the Servicer to perform under the terms of this Agreement or any other Transaction Document.


 


Article XIII

SPECIFIC REQUIREMENTS FOR

ADMINISTRATION AND SERVICING OF THE

REFERENCE POOL


 


SECTION 13.1     APPOINTMENT
OF THE SERVICER.


 


(a)        The
Servicer shall manage, service and administer the Exchange Note Assets for the benefit of each holder and pledgee of the Closed-End Exchange
Note and shall make collections on the Transaction Units in accordance with its Credit and Collection Policy in effect from time to time,
using the same degree of skill and attention that the Servicer exercises with respect to all comparable retail automotive leases that
it services for itself or others.


 






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(b)        The
Servicer may delegate its duties and obligations as Servicer in accordance with Section 3.5 of the Closed-End Servicing Agreement.


 


(c)        If
the Servicer shall commence a legal proceeding to enforce a Transaction Unit, the Titling Trust shall thereupon be deemed to have automatically
assigned, solely for the purpose of collection, such Transaction Unit to the Servicer. If in any enforcement suit or legal proceeding
it shall be held that the Servicer may not enforce a Transaction Unit on the ground that it is not a real party in interest or a holder
entitled to enforce such Transaction Unit, the Closed-End Collateral Agent shall, at the Servicer’s expense and direction, take
steps to enforce such Transaction Unit, including bringing suit in its name.


 


(d)       The
Servicer shall account for the Transaction Units allocated to the 2021-A Reference Pool separately from any Other Reference Pool, any
Unencumbered Reference Pool and the Warehouse Facility Pool.


 


SECTION 13.2    SERVICER
BOUND BY CLOSED-END SERVICING AGREEMENT.


 


(a)        The
Servicer shall continue to be bound by all provisions of the Closed-End Servicing Agreement with respect to the Transaction Units allocated
to the 2021-A Reference Pool, including the provisions of Article VI thereof relating to the administration and servicing
of Closed-End Leases; and the provisions set forth herein shall operate either as additions to or modifications of the existing obligations
of the Servicer under the Closed-End Servicing Agreement, as the context may require. In the event of any conflict between the provisions
of this Exchange Note Servicing Supplement and the Closed-End Servicing Agreement with respect to the Closed-End Exchange Note, the provisions
of this Exchange Note Servicing Supplement shall prevail; provided, however, that Section 5.1(d) of the
Servicing Agreement shall at all times govern the Required Deposit Amount.


 


(b)        For
purposes of determining the Servicer’s obligations with respect to the servicing of the 2021-A Reference Pool under this Exchange
Note Servicing Supplement, general references in the Closed-End Servicing Agreement to: (i) a Reference Pool shall be deemed to refer
more specifically to the 2021-A Reference Pool; (ii) an Exchange Note Servicing Supplement shall be deemed to refer more specifically
to this Exchange Note Servicing Supplement; and (iii) an Exchange Note Supplement shall be deemed to refer more specifically to the
Exchange Note Supplement related to the 2021-A Reference Pool.


 






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(c)        Notwithstanding
any other provision of this Exchange Note Servicing Supplement or the Servicing Agreement, including Section 6.7 thereof,
the Servicer shall not in connection with any early lease termination program terminate or permit any Closed-End Obligor to terminate
any Closed-End Lease and remove the related Closed-End Vehicle from the 2021-A Reference Pool in connection with such termination unless
there shall have been deposited into the Exchange Note Collection Account an amount equal to the Securitization Value of such Closed-End
Vehicle as of the termination date of such Closed-End Lease, provided, however, that the Servicer may at any time prior
to the Maturity Date of a Closed-End Lease, agree to terminate such Closed-End Lease, provided the related Closed-End Obligor has made
all remaining scheduled payments with respect to such Closed-End Lease and surrendered the related Closed-End Vehicle.


 


SECTION 13.3     APPLICATION
OF PROCEEDS.


 


(a)        Prior
to the satisfaction and discharge of the Indenture with respect to the Collateral and subject to the provision of Section 5.1(d) of
the Closed-End Servicing Agreement, the Servicer shall deposit an amount equal to all Closed-End Exchange Note Collections received in
respect of the 2021-A Reference Pool during any Closed-End EN Collection Period into the Exchange Note Collection Account on or prior
to 2:00 p.m., New York City time, on the Business Day immediately preceding the related Closed-End Exchange Note Payment Date; provided,
however, that if the Monthly Remittance Condition is not satisfied, the Servicer will be required to deposit an amount equal to
all Closed-End Exchange Note Collections into the Exchange Note Collection Account within two Business Days after receipt (including receipt
of proper instructions regarding where to allocate such payment), (it being understood that, with respect to Relinquished Vehicle Proceeds,
the Servicer shall remit the Relinquished Vehicle Proceeds in accordance with Section 5.1(d) of the Closed-End Servicing
Agreement). The “Monthly Remittance Condition” shall be deemed to be satisfied if (i) World Omni is the Servicer,
(ii) no Exchange Note Servicer Default has occurred and is continuing, and (iii) after providing prior notice, World Omni receives
notice from the Rating Agencies that the cessation of daily deposits will not result in a reduction or withdrawal of the then current
rating of the Notes. Pending deposit into the Exchange Note Collection Account, Closed-End Exchange Note Collections may be used by the
Servicer at its own risk and for its own benefit and will not be segregated from its own funds.


 


(b)       After
the satisfaction and discharge of the Indenture with respect to the Collateral, the Servicer shall deposit an amount equal to Closed-End
Exchange Note Collections in accordance with the instructions provided from time to time by the holder of the Exchange Note.


 


(c)        Notwithstanding
anything to the contrary contained in this Agreement, for so long as the Monthly Remittance Condition has been satisfied, the Servicer
shall be permitted to deposit into the Exchange Note Collection Account only the net amount distributable to the Issuing Entity, as holder
of the Exchange Note, and to retain any reimbursement for outstanding Servicing Fees, on the Closed-End Exchange Note Payment Date. The
Servicer shall, however, account for all Closed-End Exchange Note Collections as if all of the deposits and distributions described herein
were made individually.


 






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SECTION 13.4       SERVICER
CERTIFICATE. On or before the close of business on each Determination Date prior to the satisfaction and discharge of the Indenture
with respect to the Collateral, the Servicer shall make available to the Indenture Trustee, the Issuing Entity, the Administrator, the
Closed-End Administrative Agent, the Closed-End Collateral Agent, the Owner Trustee and the Paying Agent at https://via.intralinks.com/,
or such other website or distribution service or provider as the Servicer shall designate by written notice to the Indenture Trustee,
the Issuing Entity, the Administrator, the Closed-End Administrative Agent, the Closed-End Collateral Agent, the Owner Trustee and the
Paying Agent, a Servicer Certificate reflecting information as of the close of business of the Servicer for the immediately preceding
Closed-End EN Collection Period containing the information described in Section 8.3 of the Indenture.


 


SECTION 13.5       SERVICER
FEE. Notwithstanding anything to the contrary in Section 3.9(b) of the Closed-End Servicing Agreement, on each Closed-End
Exchange Note Payment Date, the Titling Trust will cause the Closed-End Administrative Agent to pay to the Servicer in accordance with
Section 13.2 of the Exchange Note Supplement, the Servicing Fee for the immediately preceding Closed-End EN Collection Period
as compensation for its services. In addition, the Servicer may retain any Supplemental Servicing Fees. The Servicer may, as long as
it believes that sufficient collections will be available on one or more future Closed-End Exchange Note Payment Dates to pay the Servicing
Fee, by notice to the Closed-End Administrative Agent on or before a Closed-End Exchange Note Payment Date, elect to defer all or a portion
of the Servicing Fee with respect to the related Closed-End EN Collection Period, without interest. If the Servicer defers all of the
Servicing Fee, the Servicing Fee for such related Closed-End EN Collection Period will be deemed to equal zero.


 


SECTION 13.6       INSURANCE
LAPSES; REPAIRS. The Servicer shall have no liability in the event that any Closed-End Obligor fails to maintain, in full force and
effect, a physical damage insurance policy covering any Transaction Unit or naming the Titling Trust as loss payee. Without limiting
the foregoing, in no event shall the Servicer be obligated to perform or be liable for any repairs or maintenance with respect to any
Transaction Unit.


 


SECTION 13.7       LICENSING
OF TITLING TRUST. The Servicer shall cause the Titling Trust to apply for and maintain at all times all licenses and permits necessary
to carry on the Titling Trust’s leasing business in each jurisdiction in which the Titling Trust operates, except where the failure
to have any license or permit would not materially and adversely affect the business, properties, financial condition or results of operation
of the Titling Trust, taken as a whole.


 


SECTION 13.8       COMMUNICATION
BETWEEN NOTEHOLDERS. The Servicer will comply with its obligations under Section 7.2(e) of the Indenture to include in
the Form 10-D filed by the Issuing Entity with the Commission for the Collection Period the information described in such Section.


 


SECTION 13.9       PAYMENT
OF FEES AND EXPENSES. The Servicer shall pay all expenses incurred in connection with the administration and servicing of the 2021-A
Reference Pool and the Transaction Units, including, without limitation, expenses incurred by it in connection with its activities hereunder,
including fees and disbursements of the Titling Trustee, independent accountants, taxes imposed on the Servicer and any Titling Trustee
indemnity claims.


 






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SECTION 13.10     ANNUAL
INDEPENDENT PUBLIC ACCOUNTANTS’ SERVICING REPORT.


 


(a)         On
or before the 90th day following the end of each fiscal year, beginning with the fiscal year ending December 31, 2021, the Servicer
shall cause a firm of independent public accountants (who may also render other services to the Servicer, the Depositor or their respective
Affiliates) to furnish to the Indenture Trustee, the Servicer (who promptly shall provide the assessment described in this Section 13.10(a) to
each Rating Agency) and the Depositor each attestation report on assessments of compliance with the Servicing Criteria with respect to
the Servicer or any affiliate thereof during the related fiscal year delivered by such accountants pursuant to paragraph (c) of
Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification required by this paragraph
may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by
servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance
promulgated by the Commission. The obligation to furnish each such report shall be deemed satisfied upon the Servicer making each such
report available at https://via.intralinks.com/, or such other website or distribution service or provider as the Servicer shall designate
by written notice to the Indenture Trustee and the Depositor.


 


(b)        Deliveries
pursuant to this Section 13.10 may be delivered by electronic mail.


 


SECTION 13.11     ANNUAL
OFFICER’S CERTIFICATE.


 


(a)         The
Servicer will make available to the Rating Agencies, the Issuing Entity and the Indenture Trustee on or before the 90th day following
the end of each fiscal year, beginning with the fiscal year ending December 31, 2021, at https://via.intralinks.com/, or such other
website or distribution service or provider as the Servicer shall designate by written notice to the Rating Agencies, the Issuing Entity
and the Indenture Trustee, an Officers’ Certificate providing such information as is required under Item 1123 of Regulation AB.


 


(b)        The
Servicer will make available to the Issuing Entity and the Indenture Trustee, on or before the 90th day following the end of each fiscal
year, beginning with the fiscal year ending December 31, 2021, at https://via.intralinks.com/, or such other website or distribution
service or provider as the Servicer shall designate by written notice to the Issuing Entity and the Indenture Trustee, a report regarding
the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year including disclosure
of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18,
Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.


 






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SECTION 13.12     POST-MATURITY
TERM EXTENSION. Consistent with its Credit and Collection Policy, the Servicer may, in its discretion, grant a Post-maturity Term
Extension with respect to any Closed-End Lease in the 2021-A Reference Pool. If the Servicer grants a Post-maturity Term Extension with
respect to a Closed-End Lease in the 2021-A Reference Pool beyond the month immediately preceding the month in which the Final Scheduled
Payment Date of the most subordinate class of Notes occurs, then the Servicer shall direct the Titling Trustee to reallocate the Transaction
Unit related to such Closed-End Lease from the 2021-A Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool
on the Closed-End Exchange Note Payment Date following the beginning of the Closed-End EN Collection Period during which such Post-maturity
Term Extension was granted. In consideration for such reallocation, the Servicer shall make a payment to the Issuing Entity equal to
the Securitization Value of such Transaction Unit as of the end of the Closed-End EN Collection Period preceding such Closed-End Exchange
Note Payment Date by depositing such amount into the Exchange Note Collection Account prior to 2:00 p.m., New York City time, on the
Business Day immediately preceding such Closed-End Exchange Note Payment Date. None of the Servicer, the Titling Trustee, the Closed-End
Collateral Agent, the Closed-End Administrative Agent, the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Asset Representations
Reviewer, the Seller, the Depositor or the Administrator will have an obligation to investigate whether a breach or other event has occurred
that would require the reallocation of any Transaction Unit under this Section 13.12 or whether any Transaction Unit is required
to be reallocated under this Section 13.12.


 


SECTION 13.13     INSURANCE
POLICIES; ADDITIONAL INSUREDS. The Servicer shall at all times comply with Section 3.7(a) of the Closed-End Servicing
Agreement.


 


SECTION 13.14    SECURITY
DEPOSITS. In accordance with Section 5.1(d) of the Closed-End Servicing Agreement, on the Closed-End Exchange Note
Payment Date related to the Closed-End EN Collection Period in which a Security Deposit becomes a Closed-End Exchange Note Collection
with respect to the 2021-A Reference Pool, the Servicer shall deposit such amounts (including, as applicable, any Required Deposit Amount)
in the Exchange Note Collection Account.


 


Article XIV

TERMINATION OF THE SERVICER


 


SECTION 14.1     TERMINATION
OF THE SERVICER AS TO THE SERIES 2021-A REFERENCE POOL.


 


(a)        As
used herein “Exchange Note Servicer Default” means the occurrence and continuance of the events set forth in Section 8.3(a) of
the Closed-End Servicing Agreement. Upon the occurrence and continuation of any Exchange Note Servicer Default, the Servicer shall provide
to the Indenture Trustee, the Issuing Entity, the Administrator, the Closed-End Collateral Agent and each Rating Agency prompt notice
specifying such Exchange Note Servicer Default, together with a description of its efforts to perform its obligations. The Servicer may
not resign except in accordance with Section 8.4 of the Closed-End Servicing Agreement.


 






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(b)          If
an Exchange Note Servicer Default shall have occurred and be continuing, the Titling Trustee on behalf of the holder of the Exchange Note,
shall, at the direction of the Required Related Holders, by notice given to the Servicer (who promptly shall provide such notice to each
Rating Agency), the Issuing Entity, the Indenture Trustee, the Closed-End Collateral Agent, the Titling Trust Administrator and the Administrator,
terminate the rights and obligations of the Servicer under this Exchange Note Servicing Supplement and the Closed-End Servicing Agreement
with respect to the Exchange Note and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect to
servicing the Exchange Note Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Exchange Note
Servicer Default, the Closed-End Administrative Agent, acting on the direction of the Required Related Holders may waive any default of
the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “Required Related Holders”
shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 2/3% of the Outstanding Notes
and thereafter, the Issuing Entity, acting at the direction of the Majority Certificateholders.


 


(c)          If
replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing
of the Transaction Units to a successor Servicer.


 


(d)          Upon
the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 14.1, the successor Servicer
shall be the successor in all respects to the Servicer in its capacity as Servicer under the Closed-End Servicing Agreement with respect
to the 2021-A Reference Pool, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect
to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 14.1(e). No
Servicer shall resign or be relieved of its duties under the Closed-End Servicing Agreement, as Servicer of the 2021-A Reference Pool,
until a newly appointed Servicer for the 2021-A Reference Pool shall have assumed the responsibilities and obligations of the resigning
or terminated Servicer under this Exchange Note Servicing Supplement. In the event of a replacement of World Omni as Servicer, the Required
Related Holders shall cause the successor Servicer to agree to indemnify World Omni against any losses, liabilities, damages or expenses
(including attorneys’ fees) as a result of the negligence or willful misconduct of such successor Servicer.


 


(e)          No
termination or resignation of the Servicer as to the 2021-A Reference Pool shall affect the obligations of the Servicer pursuant to Section 3.3(c) of
the Closed-End Servicing Agreement; provided that following the replacement of the Servicer pursuant to this Section 14.1,
such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.


 


SECTION 14.2            NO
EFFECT ON OTHER PARTIES. Upon any termination of the rights and powers of the Servicer with respect to the 2021-A Reference Pool pursuant
to Section 14.1 hereof, or upon any appointment of a successor Servicer with respect to the 2021-A Reference Pool, all the
rights, powers, duties and obligations of the Titling Trustees, the Initial Beneficiary and World Omni under the Titling Trust Agreement,
the Closed-End Servicing Agreement, the Exchange Note Supplement, any other supplement, any other Exchange Note Servicing Supplement,
any other Basic Document or Transaction Document shall remain unaffected by such termination or appointment and shall remain in full force
and effect thereafter, except as otherwise expressly provided herein or therein.


 






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Article XV

OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE


 


SECTION 15.1            OPTIONAL
PURCHASE OF THE CLOSED-END EXCHANGE NOTE.


 


(a)          If
the Outstanding Amount of the Notes is equal to or less than 5% of the Initial Note Balance on the last day of any Closed-End EN Collection
Period, the Servicer shall have the option to purchase the Closed-End Exchange Note on the immediately following Closed-End Exchange Note
Payment Date (and on each Closed-End Exchange Note Payment Date thereafter) and direct the Issuing Entity to redeem the Notes pursuant
to Section 10.1 of the Indenture (an “Optional Redemption”). To exercise such option, the Servicer shall
deposit pursuant to Section 13.3 hereof into the Trust Collection Account an amount, as calculated by the Servicer, equal
to the Exchange Note Balance and all accrued interest thereon up to but not including the Redemption Date (the “Exchange Note
Purchase Price”), and shall succeed to all interests in and to the Issuing Entity. Notwithstanding the foregoing, the Servicer
shall not be permitted to exercise such option unless the amount to be deposited into the Trust Collection Account pursuant to the preceding
sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, and all accrued but unpaid interest (including any
overdue interest and premium) thereon and all amounts owing to the Asset Representations Reviewer under the Asset Representations Review
Agreement.


 


(b)          As
described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Issuing Entity shall be given by
the Servicer to the Owner Trustee, the Closed-End Collateral Agent and the Indenture Trustee as soon as practicable after the Servicer
has received notice thereof.


 


Article XVI

MISCELLANEOUS


 


SECTION 16.1            AMENDMENT.


 


(a)          Notwithstanding
any provision of the Closed-End Servicing Agreement, the Closed-End Servicing Agreement, as supplemented by this Exchange Note Servicing
Supplement, to the extent that it deals solely with the 2021-A Reference Pool, may be amended in accordance with this Section 16.1.


 


(b)          Any
term or provision of the Closed-End Servicing Agreement or this Exchange Note Servicing Supplement may be amended by the Servicer, without
the consent of any other Person; provided that (i) any amendment that materially and adversely affects the interests of the
Exchange Noteholder shall require the consent of the Exchange Noteholder, (ii) any amendment that materially and adversely affects
the interests of the Closed-End Collateral Agent shall require the consent of the Closed-End Collateral Agent, and (iii) any amendment
that materially and adversely affects the interests of the Titling Trustee shall require the prior written consent of the Titling Trustee.
An amendment shall be deemed not to materially and adversely affect the interests of the Exchange Noteholder if the Rating Agency Condition
is satisfied with respect to such amendment.


 






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(c)          Notwithstanding
the foregoing, no amendment shall reduce the interest rate or principal amount of any Exchange Note, or delay the final scheduled payment
date of any Exchange Note without the consent of the holder of such Exchange Note.


 


(d)          Notwithstanding
anything herein to the contrary, any term or provision of this Exchange Note Servicing Supplement may be amended by the Servicer without
the consent of any of the Exchange Noteholder or any other Person to add, modify or eliminate any provisions as may be necessary or advisable
in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or
principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall
have been satisfied.


 


(e)          It
shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any
proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.


 


(f)          Prior
to the execution of any amendment to this Exchange Note Servicing Supplement, the Servicer shall provide each Rating Agency with written
notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Exchange Note Servicing
Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Titling Trustee, the Closed-End Administrative
Agent and the Closed-End Collateral Agent.


 


(g)          Prior
to the execution of any amendment to this Exchange Note Servicing Supplement, the Titling Trustee and the Closed-End Administrative Agent
shall be entitled to receive upon request and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment
is authorized or permitted by the Closed-End Servicing Agreement or this Exchange Note Servicing Supplement and that all conditions precedent
to the execution and delivery of such amendment have been satisfied.


 


SECTION 16.2            GOVERNING
LAW. THIS EXCHANGE NOTE SERVICING SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 






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SECTION 16.3            NOTICES.
The notice provisions of the Closed-End Servicing Agreement shall apply equally to this Exchange Note Servicing Supplement. All demands,
notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United
States mail, postage prepaid, hand delivery, any prepaid courier service, or by telecopier or by electronic mail (if designated by a party
to the other parties), and addressed in each case as follows: (a) if to the Servicer, 250 Jim Moran Blvd., Deerfield Beach, Florida
33442, Attention: Treasurer; Facsimile: (954) 429-2685; (b) if to the Titling Trustee, 190 S. LaSalle Street, 7th Floor, Chicago, Illinois
60603, Attention: Chris Nuxoll; Email: christopher.nuxoll@usbank.com; Facsimile: (312) 332-7994; (c) if to the Delaware Trustee,
1011 Centre Road, Suite 203, Wilmington, Delaware 19805, Attention: Chris Nuxoll; Email: christopher.nuxoll@usbank.com; Facsimile:
(312) 332-7994; (d) if to the Closed-End Administrative Agent, 1011 Centre Road, Suite 203, Wilmington, Delaware 19805, Attention:
Chris Nuxoll; Email: christopher.nuxoll@usbank.com; Facsimile: (312) 332-7994; (e) if to the Collateral Agent, c/o U.S. Bank National
Association, 190 S. LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: Chris Nuxoll; Email: christopher.nuxoll@usbank.com;
Facsimile: (312) 332-7994; or (f) if to the Closed-End Collateral Agent, c/o Lord Securities Corporation, 48 Wall Street, 27th Floor,
New York, New York 10005, Attention: World Omni Program Manager; Email: edward.oconnell@tmf-group.com; or, as to each party, at such other
address or electronic mail address as shall be designated by such party in a written notice to each other party. All notices and demands
shall be deemed to have been given upon actual receipt thereof to any officer of the Person entitled to receive such notices and demands
at the address of such Person for notices hereunder. Notwithstanding the foregoing, with the consent of the appropriate party under this
Agreement, the obligations of World Omni and any Affiliate of World Omni to deliver or provide any demand, delivery, notice, communication
or instruction to such party other than a Noteholder shall be satisfied by World Omni or such Affiliate, as the case may be, making such
demand, delivery, notice, communication or instruction available at https://via.intralinks.com/, or such other website or distribution
service or provider as World Omni or such Affiliate, as applicable, shall designate by written notice to the other parties hereto. If
World Omni is no longer the Servicer, the successor Servicer shall provide any required Rating Agency notices under this Agreement to
the Depositor, who promptly shall provide such notices to the Rating Agencies.


 


SECTION 16.4            THIRD-PARTY
BENEFICIARIES. The Issuing Entity and the Indenture Trustee, as holder and pledgee, respectively, of the Closed-End Exchange Note,
and their respective successors, permitted assigns and pledgees are third-party beneficiaries of the obligations of the parties hereto
and may directly enforce the performance of any of such obligations hereunder.


 


SECTION 16.5            SEVERABILITY.
If one or more of the provisions of this Exchange Note Servicing Supplement shall be for any reason whatever held invalid or unenforceable,
such provisions shall be deemed severable from the remaining covenants, agreements and provisions of this Exchange Note Servicing Supplement,
and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining covenants, agreements
and provisions, or the rights of any parties hereto. To the extent permitted by law, the parties hereto waive any provision of law that
renders any provision of this Exchange Note Servicing Supplement invalid or unenforceable in any respect.


 


SECTION 16.6            BINDING
EFFECT. The provisions of the Closed-End Servicing Agreement and this Exchange Note Servicing Supplement, insofar as they relate to
the 2021-A Reference Pool, shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties
hereto.


 






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SECTION 16.7            ARTICLE AND
SECTION HEADINGS. The article and section headings herein are for convenience of reference only, and shall not limit or otherwise
affect the meaning hereof.


 


SECTION 16.8            EXECUTION
IN COUNTERPARTS; ELECTRONIC SIGNATURES. This Exchange Note Servicing Supplement may be executed in any number of counterparts, each
of which so executed and delivered shall be deemed to be an original, but all of which shall together constitute but one and the same
instrument. Each of the parties agree that this Exchange Note Servicing Supplement and any other documents to be delivered in connection
herewith may be electronically signed, that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures
provided by DocuSign or any other digital signature provider) appearing on this Exchange Note Servicing Supplement or such other documents
are the same as handwritten signatures for the purposes of validity, enforceability and admissibility, and that delivery of any such electronic
signature to, or a signed copy of, this Exchange Note Servicing Supplement and such other documents may be made by facsimile, email or
other electronic transmission.


 


SECTION 16.9            FURTHER
ASSURANCES. Each party will do such acts, and execute and deliver to any other party such additional documents or instruments, as
may be reasonably requested in order to effect the purposes of this Exchange Note Servicing Supplement and to better assure and confirm
unto the requesting party its rights, powers and remedies hereunder.


 


SECTION 16.10            EACH
EXCHANGE NOTE SEPARATE; ASSIGNEES OF EXCHANGE NOTE. Each party hereto acknowledges and agrees (and each holder or pledgee of the Exchange
Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (a) the Closed-End Collateral
Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of
the Delaware Code, 12 Del. Code Section 3801 et seq., (b) the debts, liabilities, obligations and expenses incurred, contracted
for or otherwise existing with respect to (i) the Exchange Note or the related 2021-A Reference Pool shall be enforceable against
such Reference Pool only and not against any Other Reference Pool, the Warehouse Facility Pool or any Unencumbered Reference Pool and
(ii) any Other Exchange Note, any Other Reference Pool, the Warehouse Facility Pool or any Unencumbered Reference Pool shall be enforceable
against such Other Exchange Note, Other Reference Pools, the Warehouse Facility Pool or Unencumbered Reference Pool only, as applicable,
and not against the Exchange Note or any Closed-End Units included in the 2021-A Reference Pool, (c) except to the extent required
by law, the Closed-End Units included in the Warehouse Facility Pool, Closed-End Units included in any Unencumbered Reference Pool or
Closed-End Units included in any Other Reference Pool with respect to any Other Exchange Note (other than the Exchange Note transferred
hereunder which is related to the 2021-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations
arising from or with respect to the Exchange Note in respect of such claim, (d) no creditor or holder of a claim relating to (i) the
Exchange Note or the related 2021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to
any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note or the assets allocated
thereto, and (ii) any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note
other than the Exchange Note related to the 2021-A Reference Pool shall be entitled to maintain any action against or recover any assets
allocated to the 2021-A Reference Pool, and (e) any purchaser, assignee or pledgee of an interest in the 2021-A Reference Pool or,
the Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give
to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust
Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any Other Exchange
Note to release all claims to the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool
and each Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed
to have against the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other
Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall
enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder
Agreement to each party to the Intercreditor Agreement.


 






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SECTION 16.11            NO
PETITION. With respect to each Bankruptcy Remote Party, each party hereto (and each holder and pledgee of the Closed-End Exchange
Note, by virtue of its acceptance of such Closed-End Exchange Note or pledge thereof) agrees that, prior to the date which is one year
and one day after payment in full of all obligations under each Financing, (i) no party hereto shall authorize such Bankruptcy Remote
Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief
with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect
in any jurisdiction or seeking the appointment of an administrator, trustee, receiver, liquidator, custodian or other similar official
with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment
of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party,
or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none
of the parties hereto shall commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under
any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction.


 


SECTION 16.12            SUBMISSION
TO JURISDICTION; WAIVER OF JURY TRIAL. Each of the parties hereto hereby irrevocably and unconditionally:


 


(a)          submits
for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection
herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts
of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any
thereof;


 






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(b)          consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue
of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;


 


(c)          agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 16.3
of this Exchange Note Servicing Supplement; and


 


(d)          agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction.


 


SECTION 16.13            LIMITATION
OF LIABILITY OF VT INC. Notwithstanding anything contained herein to the contrary, this Exchange Note Servicing Supplement has been
signed by VT Inc. not in its individual capacity but solely in its capacity as Titling Trustee and in no event shall VT Inc. in its individual
capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Titling Trust hereunder,
as to all of which recourse shall be had solely to the assets of the Titling Trust.


 


SECTION 16.14            INFORMATION
REQUESTS. The parties hereto shall provide any information reasonably requested by the Servicer, the Issuing Entity, the Depositor
or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation,
accounting rule or principle.


 


SECTION 16.15            REGULATION
AB. The Servicer shall cooperate fully with the Depositor and the Issuing Entity to deliver to the Depositor and the Issuing Entity
(including any of its assignees or designees) any and all statements, reports, certifications, records and any other information necessary
in the good faith determination of the Depositor or the Issuing Entity to permit the Depositor to comply with the provisions of Regulation
AB, together with such disclosures relating to the Servicer and the Transaction Units, or the servicing of the Transaction Units, reasonably
believed by the Depositor to be necessary in order to effect such compliance.


 


SECTION 16.16            CREDIT
RISK RETENTION. World Omni shall comply in all material respects with all requirements imposed on the “Sponsor of a Securitization”
in accordance with the Credit Risk Retention Rules, including its requirements to (i) retain, either directly or through a “majority-owned
affiliate” (as such term is defined in the Credit Risk Retention Rules) of World Omni, an economic interest in the Exchange Note
in accordance with the Credit Risk Retention Rules and shall not, and shall cause any such majority-owned affiliate to not, sell,
pledge or hedge such interest except as permitted under the Credit Risk Retention Rules and (ii) satisfy the disclosure requirements
set forth in the Credit Risk Retention Rules without any involvement from the underwriters.


 






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SECTION 16.17            EU
AND UK RISK RETENTION.            World Omni hereby represents and confirms,
covenants and agrees, in connection with the Securitisation Rules as in effect and applicable on the Closing Date, on an ongoing
basis, so long as any Notes remain Outstanding, that:


 


(a)          it,
as “originator” (as such term is defined for the purposes of each of the Securitisation Regulations), will retain, upon issuance
of the Notes and on an ongoing basis and for so long as the Notes remain Outstanding, a material net economic interest (the “Retained
Interest”) in the asset-backed financing transaction described in the Prospectus, in accordance with option (d) of Article 6(3) of
each of the Securitisation Regulations, by holding (i) indirectly, all the limited liability company interests in the Depositor (or
one or more wholly-owned special purpose subsidiaries of World Omni), which in turn will retain the Certificates to be issued by the Issuing
Entity, and (ii) the residual interest in the 2021-A Reference Pool, such Certificates and interest collectively representing at
least 5% of the aggregate Securitization Value of the Transaction Units in the 2021-A Reference Pool;


 


(b)          it
will not (and will not permit the Depositor or any of its other Affiliates to) hedge or otherwise mitigate its credit risk under or associated
with the Retained Interest, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the
Retained Interest, except, in each case, to the extent permitted in accordance with the Securitisation Rules;


 


(c)          it
will not change the manner in which it retains or the method of calculating the Retained Interest while any of the Notes are Outstanding,
except under exceptional circumstances, and to the extent permitted in accordance with the Securitisation Rules;


 


(d)          it
will provide ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in
or concurrently with the delivery of each Servicer Certificate, (ii) upon the occurrence of any Event of Default (as defined in the
Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features
of the asset-backed financing transaction described in the Prospectus that could materially impact the performance of the Notes, (y) any
change in the performance of the asset-backed financing transaction described in the Prospectus, the risk characteristics of the asset-backed
financing transaction or of the Transaction Units which, in any case, could materially impact the performance of the Notes, or (z) any
material breach of the Transaction Documents;


 


(e)          it
will promptly notify the Issuing Entity in writing if for any reason it fails to comply with any of the covenants set out in paragraphs
(a), (b) and (c) above; and


 


(f)          it
was not established for, and does not operate for, the sole purpose of securitizing exposures.


 


[SIGNATURES ON THE FOLLOWING PAGE]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Exchange Note Servicing Supplement to be duly executed by their respective officers duly authorized as of the
day and year first above written.


 


	 	AL Holding Corp., as Closed-End Collateral Agent
	 	 
	 	By:	/s/ Albert J. Fioravanti
	 	Name:	Albert J. Fioravanti
	 	Title:	President


 






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	 	World Omni Financial Corp., as Servicer and, with respect to Sections 16.16 and 16.17, individually
	 	 
	 	By:	/s/ Ronald J. Virtue
	 	Name:	Ronald J. Virtue
	 	Title:	Assistant Treasurer


 






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	 	WORLD OMNI LT

                                                                                 

                                                                                By: VT Inc., not in its individual capacity but solely as Titling Trustee

	 	 
	 	By:	/s/ Christopher J. Nuxoll
	 	Name:	Christopher J. Nuxoll
	 	Title:	Vice President



 






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