EXHIBIT 10.7







 


 





 


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 20[  ]-[  ] TO 

CLOSED-END SERVICING AGREEMENT 


 


Dated as of [      ],
20[  ] 


 







 




     


     


    

 


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	POSTMATURITY TERM EXTENSION	8
	SECTION 13.13	[INSURANCE POLICIES; ADDITIONAL INSUREDS	8
	SECTION 13.14	SECURITY DEPOSITS	8
	SECTION 13.15	[ADDITIONAL CLASS A-1 SERVICER CERTIFICATE	8
	 	 	 
	Article XIV TERMINATION OF THE SERVICER	9
	SECTION 14.1	TERMINATION OF THE SERVICER AS TO THE SERIES 20[  ]-[  ] REFERENCE POOL	9
	SECTION 14.2	NO EFFECT ON OTHER PARTIES	10
	 	 	 
	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	11
	SECTION 16.1	AMENDMENT	11
	SECTION 16.2	GOVERNING LAW	12


 




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	SECTION 16.3	NOTICES	12
	SECTION 16.4	THIRD-PARTY BENEFICIARIES	12
	SECTION 16.5	SEVERABILITY	13
	SECTION 16.6	BINDING EFFECT	13
	SECTION 16.7	ARTICLE AND SECTION HEADINGS	13
	SECTION 16.8	EXECUTION IN COUNTERPARTS	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


 




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Exchange
Note Servicing Supplement 20[  ]-[  ] TO

CLOSED-END SERVICING AGREEMENT


 


THIS Exchange
Note Servicing Supplement 20[  ]-[  ] TO CLOSED-END SERVICING AGREEMENT (as amended, modified or supplemented
from time to time, the “Exchange Note Servicing Supplement”), dated as of [      ],
20[  ], 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
20[  ]-[  ] Reference Pool, from the Initial Beneficiary and World Omni Automobile Lease Securitization Trust
20[  ]-[  ], a Delaware statutory trust (the “Issuing Entity”), will purchase the Exchange
Note, which represents the 20[  ]-[  ] 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 [          ],
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 20[  ]-[  ] 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 20[  ]-[  ] 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 20[  ]-[  ]
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 20[  ]-[  ] 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 20[  ]-[  ] 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 20[  ]-[  ] 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 20[  ]-[  ] 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 20[  ]-[  ] 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 20[  ]-[  ] 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 20[  ]-[  ] 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 20[  ]-[  ] 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) 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 [Class A] 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
[          ], 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. [Subject to Section 3.7(c) of the Closed-End Servicing Agreement,] 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 20[  ]-[  ] 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, 20[  ],
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 [          ], 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, 20[  ], at [          ],
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, 20[  ], at [          ],
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         POSTMATURITY
TERM EXTENSION. Consistent with its Credit and Collection Policy, the Servicer may, in its discretion, grant a Postmaturity
Term Extension with respect to any Closed-End Lease in the 20[  ]-[  ] Reference Pool. If the Servicer grants
a Postmaturity Term Extension with respect to a Closed-End Lease in the 20[  ]-[  ] Reference Pool of a total
of more than five times or 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 20[  ]-[  ] 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 Postmaturity 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 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 cause all policies of insurance required to be maintained pursuant to Section
3.7 of the Closed-End Servicing Agreement to name the Depositor, the Issuing Entity, the Owner Trustee and the Indenture Trustee
as additional insureds.]


 


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 20[  ]-[  ] Reference Pool, the Servicer shall deposit such amounts (including, as applicable,
any Required Deposit Amount) in the Exchange Note Collection Account.


 


SECTION 13.15         [ADDITIONAL
CLASS A-1 SERVICER CERTIFICATE.] [If the Class A-1 Note Balance is greater than zero on the Additional Class A-1 Determination
Date, the Servicer shall deliver 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 on the Additional Class A-1 Determination Date
a certificate with respect to the immediately preceding Closed-End EN Collection Period containing all information necessary for
each such party to make the distribution required by this Agreement and the Indenture on the Additional Class A-1 Payment Date,
and all information necessary for each such party to send any related statements required under the Transaction Documents.]



 




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Article
XIV

TERMINATION OF THE SERVICER


 


SECTION 14.1         TERMINATION
OF THE SERVICER AS TO THE SERIES 20[ ]-[ ] 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.


 


(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 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 20[  ]-[  ] 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 20[  ]-[  ] Reference Pool, until a newly appointed Servicer for the 20[  ]-[  ]
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.


 




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(e)          No
termination or resignation of the Servicer as to the 20[  ]-[  ] 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 20[  ]-[  ]
Reference Pool pursuant to Section 14.1 hereof, or upon any appointment of a successor Servicer with respect to the 20[  ]-[  ]
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 or any other Basic 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.


 


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 in the Exchange Note 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
in the Exchange Note 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 Swap Counterparty under the Interest Rate Swap Agreements] [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.


 




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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 20[  ]-[  ] 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.


 


(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.


 




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(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.


 


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, 190 Jim Moran
Blvd., Deerfield Beach, Florida 33442, Attention: [ ]; Facsimile: [ ]; (b) if to the Titling Trustee, [190 S. LaSalle Street,
7th Floor, Chicago, Illinois 60603], Attention: [ ]; Email: [ ]; Facsimile: [ ]; (c) if to the Delaware Trustee, [300 Delaware
Avenue, 9th Floor, Wilmington, Delaware 19801], Attention: [ ]; Email: [ ]; Facsimile: [ ]; (d) if to the Closed-End Administrative
Agent, [300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801], Attention: [ ]; Email: [ ]; Facsimile: [ ]; (e) if to the
Collateral Agent, c/o [U.S. Bank National Association, 190 S. LaSalle Street, 7th Floor, Chicago, Illinois 60603], Attention:
[ ], Telecopy: [ ], Email: [ ]; 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: [ ]; Email: [ ]; 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 [          ],
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.


 




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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 20[  ]-[  ] Reference Pool, shall be binding upon and inure to the benefit of the respective
successors and permitted assigns of the parties hereto.


 


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. 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.


 


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 20[  ]-[  ] 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 20[  ]-[  ] 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 20[  ]-[  ] 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 20[  ]-[  ] 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 20[  ]-[  ] Reference
Pool shall be entitled to maintain any action against or recover any assets allocated to the 20[  ]-[  ] Reference
Pool, and (e) any purchaser, assignee or pledgee of an interest in the 20[  ]-[  ] 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.


 


[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:	 
	 	Name:	 
	 	Title:	 


 




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	 	World Omni Financial Corp., as Servicer
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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	 	WORLD OMNI LT



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


 




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