SF-3

As filed with the Securities and Exchange Commission on April 22, 2016

Registration No. 333-     

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 FORM SF-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WORLD OMNI AUTO LEASING LLC

(Depositor with respect to the Issuing Entities Described Herein)

WORLD OMNI LT

(Issuer with respect to the Exchange Note)

(Exact name of Registrants as Specified in their Charters)

Delaware	90-0399122 30-0500335	333-152253 333-178682	0001439697 0001443836
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)	(Commission File Number)	(Central Index Key Number)

World Omni Auto Leasing LLC

World Omni LT

190 Jim Moran Blvd.

Deerfield Beach, Florida 33442

(954) 429-2200

(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)

WORLD OMNI FINANCIAL CORP.

(Sponsor with respect to the Issuing Entities Described Herein)

(Exact name of Sponsor as Specified in its Charters)

Delaware	0001004150
(State or other jurisdiction of incorporation or organization)	(Central Index Key Number of sponsor)

Eric Gebhard, Chief Executive Officer and Treasurer

World Omni Auto Leasing LLC

190 Jim Moran Blvd.

Deerfield Beach, Florida 33442
(954) 429-2200

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

With Copies To:

Jeffrey S. O’Connor, P.C.
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654 (312) 862-2000 (Counsel to Registrants and Sponsor) Stuart M. Litwin, Esq.
Mayer Brown LLP 71 S. Wacker Drive Chicago, Illinois 60606 (312) 701-7373 (Counsel to Underwriters)

Approximate Date of Commencement of Proposed Sale to the Public: from time to time after the effective date of this Registration Statement as determined in light of market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit(1)			Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Asset Backed Notes		(2) (3)		100	%		(2) (3)		(2) (3)
Exchange Note(4)		(5)			(5)		(5)		(5)

(1) Estimated solely for the purpose of calculating registration fee.

(2) The Registrant previously registered $1,500,000,000 of securities under the Registrant’s existing registration statement, file number 333-203470, originally filed on April 17, 2015 (the “Prior Registration Statement”). As of the date of this filing, $812,410,000 of such securities remain unsold (the “Terminated Securities”). Pursuant to Rule 457(p) of the Securities Act of 1933, the registration fee in connection with the Terminated Securities, in the amount of $94,402.04 (the “Unused Filing Fee”), is offset against the registration fees due in connection with the registration of $937,458,195.65 of asset-backed notes under this Registration Statement. The offering of the Terminated Securities under the Prior Registration Statement will be terminated and will be withdrawn upon the effectiveness of this Registration Statement.

(3) An unspecified additional amount of asset backed notes of each identified class is also being registered as may from time to time be offered at unspecified prices after the Registrant uses the full amount of the Unused Filing Fee. The Registrant is deferring payment of all of the registration fees for such additional asset backed notes in accordance with Rule 456(c) and 457(s) of the Securities Act.

(4) Each exchange note (“Exchange Note”) issued by World Omni LT will be secured by specified assets of World Omni LT, including certain leases and the automobiles and light duty trucks relating to those leases. Each Exchange Note will be transferred to World Omni Auto Leasing LLC and sold by World Omni Auto Leasing LLC to one of the Issuing Entities, the issuer of the Asset Backed Notes. The Exchange Notes are not being offered to investors under this Registration Statement.

(5) Not applicable.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

SUBJECT TO COMPLETION DATED [ ], 20[ ]
PROSPECTUS

$[       ]

World Omni Automobile Lease Securitization Trust 20[ ]-[ ]
Issuing Entity

(CIK: [ ])

$[      ] Class A-1 Asset Backed Notes, Series 20[  ]-[  ]

$[      ] Class A-2 Asset Backed Notes, Series 20[  ]-[  ]

$[      ] Class A-3 Asset Backed Notes, Series 20[  ]-[  ]

$[      ] Class A-4 Asset Backed Notes, Series 20[  ]-[  ]

[$[      ] Class B Asset Backed Notes, Series 20[  ]-[  ]]

[$[      ] Class C Asset Backed Notes, Series 20[  ]-[  ]]

World Omni Auto Leasing LLC

Depositor

(CIK: 0001439697)

World Omni Financial Corp.

Servicer and Sponsor

(CIK: 0001004150)

The issuing entity is offering the following classes of World Omni Automobile Lease Securitization Trust 20[ ]-[ ] Notes by this prospectus: [NOTE: the number of classes, interest rate and accrual method in this prospectus are for illustrative purposes only. In a particular transaction, there may be more or fewer classes offered, bearing fixed rates or One-Month LIBOR rates and with specified accrual methods, and the related priority of payments will be modified accordingly.]

You should carefully consider the risk factors beginning on page 13 in this prospectus.

The notes are obligations of the issuing entity, World Omni Automobile Lease Securitization Trust 20[ ]-[ ], and are backed indirectly by automobile or light-duty truck leases and the related leased vehicles. The notes are not obligations of Auto Lease Finance LLC, World Omni LT, World Omni Financial Corp., World Omni Auto Leasing LLC, any of their affiliates or any governmental agency.

20[  ]-[ ] Asset Backed Notes[(1)] [(2)]	Class  A-1[a/b] Notes	Class  A-2[a/b] Notes	Class A-3[a/b] Notes	Class A-4[a/b] Notes	[Class B[a/b] Notes]	[Class C[a/b] Notes]
Principal Amount	$[      ]	$[      ]	$[      ]	$[      ]	$[      ]	$[      ]
Interest Rate	[[   ]%][One-Month LIBOR plus [  ]%]	[[   ]%][One-Month LIBOR plus [  ]%]	[[   ]%][One-Month LIBOR plus [  ]%]	[[   ]%][One-Month LIBOR plus [  ]%]	[[   ]%][One-Month LIBOR plus [  ]%]	[[   ]%][One-Month LIBOR plus [  ]%]
Payment Dates	[Monthly]	[Monthly]	[Monthly]	[Monthly]	[Monthly]	[Monthly]
Initial Payment Date	[      ]	[      ]	[      ]	[      ]	[      ]	[      ]
Final Scheduled Payment Date	[      ][(3)]	[      ]	[      ]	[      ]	[      ]	[      ]
Price to Public	[  ]%	[  ]%	[  ]%	[  ]%	[  ]%	[  ]%
Underwriting Discount	[  ]%	[  ]%	[  ]%	[  ]%	[  ]%	[  ]%
Proceeds to Depositor	$[      ]	$[      ]	$[      ]	$[      ]	$[      ]	$[      ]

(1) [On the closing date the issuing entity will also be issuing the Class [ ] Notes in the aggregate original principal amount of $[      ]. The Class [ ] Notes are not being offered under this prospectus and the depositor or one or more affiliates thereof will initially own the Class [ ] Notes.] / [All or a portion of the Class [ ] Notes may initially be retained by the depositor or one or more affiliates thereof on the closing date.] [As described in “Credit Risk Retention” in this prospectus, the depositor will retain [[ ]% of the outstanding principal amount of each class of notes and the certificates of the issuing entity][a single vertical security] in satisfaction of the risk retention requirements.]

[(2) The Class [ ][-[ ]] Notes may be issued with a fixed rate tranche and a floating rate tranche. The allocation of the principal balance between the Class [ ][-[ ]]a Notes and the Class [ ][-[ ]]b Notes will be determined on the day of pricing of the notes offered hereunder. [The depositor expects that the principal balance of the Class [ ][-[ ]]b Notes will not exceed [ ].]]

[(3) If any Class A-1 Notes remain outstanding after the [      ] payment date, then an additional distribution of the outstanding principal of and accrued and unpaid interest on those notes will be made on [      ].]

[The interest rate for the Class [ ] Notes will be a fixed rate, a floating rate or a combination of a fixed rate and floating rate if that class has both a fixed rate tranche and a floating rate tranche. If the interest rate is a floating rate, the rate will be based on One-Month LIBOR. See “Summary of Terms—The Notes” and “—Interest” in this prospectus.] [If the issuing entity issues any floating rate notes, it will enter into a corresponding interest rate [swap][cap] with respect to each class or tranche of floating rate notes.]

Before deducting expenses of $[      ] payable by the depositor, proceeds to the depositor are estimated to be $[      ].

Payments on the Notes

The notes are payable solely from the assets of the issuing entity which consist primarily of an exchange note backed by a pool of new [and used] automobile and light-duty truck leases and the related leased vehicles. 

Credit Enhancement

· A reserve account with an initial balance of at least $[      ].

· Overcollateralization in an initial amount of $[      ], representing the excess of the Securitization Value of the leases and leased vehicles as of the [statistical][actual] cutoff date over the aggregate principal amount of notes issued by the issuing entity[, to be built up to a target amount on each payment date].

· Excess interest on the leases to the extent described in this prospectus.

· [[The Class B Notes are subordinated to the Class A Notes.] [The Class C Notes are subordinated to the Class A Notes and the Class B Notes.]]

We will not list the notes on any national securities exchange or on any automated quotation system of any registered securities association such as NASDAQ.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No secondary market will exist for any notes prior to their offering. We cannot assure you that a secondary market will develop for the notes or, if it does develop, that it will continue.

Delivery of the notes [(except any Class [ ] Notes that are retained by the depositor or one or more affiliates thereof)], in book-entry form only, will be made through The Depository Trust Company against payment in immediately available funds, on or about [      ].

Joint Bookrunners of the Class A Notes

[      ] [      ] [      ]

Co-Managers of the Class A Notes

[      ] [      ] [      ]

[Underwriters of the Class B Notes [and the Class C Notes]]

[      ] [      ] [      ]

The date of this prospectus is [      ], 20[ ].

[To be included in Rule 424(h) filing of each pay-as-you-go takedown:]

[CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Amount to be Registered		Proposed Maximum Offering Price Per Unit(1)			Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(2)
Asset Backed Notes	$			100	%	$		$
Exchange Note(3)		(4)			(4)		(4)		(4)

(1) Estimated solely for purposes of calculating registration fee.

(2) Calculated in accordance with Rules 456(c) and 457(s) of the Securities Act of 1933.

(3) The exchange note issued by World Omni LT will be secured by specified assets of World Omni LT, including certain leases and the automobiles and light duty trucks relating to those leases. The exchange note will be transferred to World Omni Auto Leasing LLC and sold by World Omni Auto Leasing LLC to the issuing entity. The exchange note is not being offered to investors under this prospectus or the registration statement.

(4) Not applicable.]

Important Notice about Information Presented in this
Prospectus

You should rely only on the information contained in this prospectus, including information that is incorporated by reference. We have not authorized anyone to provide you with other or different information. The information in this prospectus is accurate only as of the date stated on the cover hereof. We are not offering the securities in any jurisdiction where the offer is not permitted.

This prospectus begins with several introductory sections describing the Series 20[  ]-[  ] Notes and the issuing entity in abbreviated form, including:

· Summary of Terms, which gives a brief introduction of the key features of the notes and a description of the leases and leased vehicles; and

· Risk Factors, which describes risks that apply to the notes.

This prospectus includes cross references to sections in these materials where you can find further related discussions. The “Table of Contents” in this prospectus identifies the pages where these sections are located.

You can also find a listing of the pages where the principal terms are defined under “Index of Principal Terms” in this prospectus.

To understand the structure of, and risks related to, these notes, you must carefully read this prospectus in its entirety.

If you require additional information, the mailing address of our principal executive offices is World Omni Auto Leasing LLC, 190 Jim Moran Blvd., Deerfield Beach, Florida 33442 and the telephone number is (954) 429-2200. For other means of acquiring additional information about us or a series of securities, see “Incorporation of Certain Information By Reference” in this prospectus.

In this prospectus, the terms “depositor,” “we,” “us” and “our” refer to World Omni Auto Leasing LLC.

i

[NOTICE TO RESIDENTS OF THE UNITED KINGDOM

THIS PROSPECTUS MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UNITED KINGDOM TO PERSONS THAT ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW) THAT ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED, (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THAT ORDER, OR (III) ARE PERSONS TO WHOM THIS PROSPECTUS MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).

NEITHER THIS PROSPECTUS NOR THE NOTES ARE OR WILL BE AVAILABLE TO OTHER CATEGORIES OF PERSONS IN THE UNITED KINGDOM AND ANY PERSON IN THE UNITED KINGDOM THAT IS NOT A RELEVANT PERSON SHALL NOT BE ENTITLED TO RELY ON, AND THEY MUST NOT ACT ON, ANY INFORMATION IN THIS PROSPECTUS. THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE UNITED KINGDOM OTHER THAN A RELEVANT PERSON IS UNAUTHORIZED AND MAY CONTRAVENE THE FINANCIAL SERVICES AND MARKETS ACT 2000 AS AMENDED (“FSMA”).]

ii

[NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA

THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”) WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF NOTES. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN A RELEVANT MEMBER STATE OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE UNDERWRITERS TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE OR SUPPLEMENT A PROSPECTUS PURSUANT TO ARTICLE 16 OF THE PROSPECTUS DIRECTIVE, IN EACH CASE, IN RELATION TO SUCH OFFER. NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE UNDERWRITERS HAS AUTHORISED, NOR DO THEY AUTHORISE, THE MAKING OF ANY OFFER OF NOTES IN CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE UNDERWRITERS TO PUBLISH OR SUPPLEMENT A PROSPECTUS FOR SUCH OFFER. THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AS AMENDED, INCLUDING BY DIRECTIVE 2010/73/EU), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE.]

iii

TABLE OF CONTENTS

Important Notice about Information Presented in this Prospectus	i
[NOTICE TO RESIDENTS OF THE UNITED KINGDOM	ii
[NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA	iii
TRANSACTION STRUCTURE AND PARTIES	vii
SUMMARY OF MONTHLY DISTRIBUTIONS OF AVAILABLE FUNDS RECEIVED ON THE EXCHANGE NOTE	viii
SUMMARY OF TERMS	1
Parties and Dates	1
The Notes	2
[Interest Rate Protection Agreement]	7
Servicing and Administration	7
Issuing Entity Property	8
Lease Information	8
Credit Enhancement	9
Tax Status	10
ERISA Considerations	11
[Certain Investment Company Act Considerations	11
Ratings of the Notes	11
[Eligibility of the Class A-1 Notes for Purchase by Money Market Funds	11
Certificates	11
RISK FACTORS	12
You Must Rely For Repayment Only Upon the Issuing Entity’s Assets, Which May Not Be Sufficient to Make Full Payments On Your Notes.	12
You May Experience Reduced Returns and Delays On Your Notes Resulting From Changes in Delinquency Levels and Losses.	12
A Bankruptcy of the Depositor, Auto Lease Finance LLC, the Servicer or the Titling Trust Could Delay or Limit Payments To You.	12
Consolidation or Disregard of Sale Following A Bankruptcy of World Omni	14
Other Adverse Consequences of a World Omni Bankruptcy.	14
Adverse Consequences of A Bankruptcy or Insolvency of the Titling Trust.	14
You May Suffer Losses On Your Investment Because the Indenture Trustee Lacks Direct Ownership Interests or Perfected Security Interests In the Leased Vehicles and Interests of Other Persons In the Leases and the Leased Vehicles Could Be Superior To the Collateral Agent’s Interest.	15
If ERISA Liens Are Placed On the Titling Trust Assets, You Could Suffer A Loss.	16
Vicarious Tort Liability May Result In a Loss.	16
[Class B Notes [and Class C Notes] are Subject to Greater Risk Because of Their Subordination.]	17
[Holders of the Class B Notes [and the Class C Notes] May Suffer Losses Because They Have Limited Control Over Actions of the Issuing Entity and Conflicts Between Classes of Notes May Occur.]	18
Payment Priorities May Increase Risk of Loss or Delay in Payment to Certain Notes.	19
[The Failure to Pay Interest on the Class B Notes is Not an Event of Default While the Class A Notes Remain Outstanding [and The Failure to Pay Interest on the Class C Notes is Not an Event of Default While the Class A Notes and the Class B Notes Remain Outstanding.]	20
The Notes Are Not Suitable Investments for All Investors.	20
The Geographic Concentration and Performance of the Lease Assets May Increase the Risk of Loss on Your Investment.	20
[This Prospectus Provides Information Regarding the Characteristics of the Units in the Statistical Pool as of the Statistical Cutoff Date that May Differ from the Characteristics of the Units Allocated to the Reference Pool on the Closing Date as of the Actual Cutoff Date.]	21
You May Have Difficulty Selling Your Notes and/or Obtaining Your Desired Price Due to the Absence of, or Illiquidity in, a Secondary Market for Such Notes and Because of General Global Economic Conditions.	21
The Return on Your Notes May be Reduced Due to Varying Economic Circumstances and/or an Economic Downturn.	23
Existing Legislation and Future Regulatory Reforms Could Have An Adverse Effect On World Omni’s Business and Operating Results.	23
Federal Financial Regulatory Legislation Could Have an Adverse Effect on World Omni, the Titling Trust, the Initial Beneficiary, the Depositor and the Issuing Entity, Which Could Result in Losses or Delays in Payments on Your Notes.	24
Withdrawal or Downgrade of the Initial Ratings of the Notes Will, and the Issuance of Unsolicited Ratings on Your Notes or any Adverse Changes to a Hired Rating Agency, May Affect the Prices for the Notes Upon Resale.	27
The Timing of Principal Payments Is Uncertain and You May Suffer Losses or Reinvestment Risk if an Event of Default Occurs Under the Indenture.	28

iv

The Concentration of Leased Vehicles to Particular Models Could Negatively Affect the Pool Assets.	29
Used Car Market Factors May Increase the Risk of Loss on Your Investment.	29
Increased Turn-in Rates May Increase Losses.	29
You May Experience Reduced Returns and Delays on Your Notes Resulting From a Vehicle Recall.	29
The Return On Your Notes Could Be Reduced By Shortfalls Due To Military Action.	30
Leases That Fail To Comply With Consumer Protection Laws May Be Unenforceable, Which May Result In Losses On Your Investment.	31
Commingling By the Servicer May Result In Delays and Reductions In Payments On Your Notes.	31
Because the Notes Are In Book-Entry Form, Your Rights Can Only Be Exercised Indirectly.	32
[The Depositor or One or More Affiliates Thereof May Initially Retain All or a Portion of One or More Classes of Notes on the Closing Date, Which May Reduce the Liquidity of Your Class [  ] Notes, as applicable, and Subsequent Sales of any Such Retained Notes May Adversely Affect Their Market Price and Your Voting Power.]	32
[Risks Associated With Unknown Allocation Between Class [ ][-[  ]]a Notes and Class [  ][-[  ]]b Notes.]	32
[Failure by the [Swap][Cap] Counterparty to Make Payments to the Issuing Entity and the Seniority of Payments Owed to the Swap Counterparty Could Reduce or Delay Payments on the Notes.]	34
[The Issuing Entity May Issue Floating Rate Class [ ] Notes, but the Issuing Entity Will Not Enter into any Interest Rate [Swaps][Caps] and You May Suffer Losses on Your Notes if Interest Rates Rise.]	34
[The Outcome of LIBOR Manipulation Claims May Have An Adverse Impact On Your Class [  ] Notes.]	35
THE SERVICER, SPONSOR AND ADMINISTRATOR	36
General	36
Securitization Experience	37
Repurchases of Leases in Prior Securitized Lease Pools	37
Origination, Underwriting and Purchasing	37
Underwriting Standards	39
Servicing	40
Like Kind Exchange Program	43
THE TITLING TRUST	45
Formation of the Titling Trust	45
Titling Trustee, Delaware Trustee and Titling Trustee Agent	46
Titling of Leased Vehicles	46
Servicing of Leases and Leased Vehicles	46
Limited Powers of Titling Trust	46
Allocation of Liabilities of the Titling Trust	47
THE INITIAL BENEFICIARY	49
THE DEPOSITOR	50
THE ISSUING ENTITY	51
Capitalization of the Issuing Entity	51
The Trust Property	52
THE TRUSTEES OF THE ISSUING ENTITY	53
The Owner Trustee	53
The Indenture Trustee, Note Registrar and Paying Agent	53
ASSET REPRESENTATIONS REVIEWER	54
THE EXCHANGE NOTE	55
General	55
Transfers of the Exchange Note	56
THE LEASES	58
Characteristics of the Leases	58
Calculation of the Securitization Value	60
Characteristics of the Units	60
[Asset-Level Data]	63
Pool Underwriting	63
Review of Leases in Reference Pool	63
Representations and Warranties Relating to the Units	64
Asset Representations Review	66
Dispute Resolution for Reallocation Requests	68
DELINQUENCIES, REPOSSESSIONS AND NET LOSSES	70
STATIC POOL INFORMATION	73
PREPAYMENT AND YIELD CONSIDERATIONS—WEIGHTED AVERAGE LIFE OF THE SECURITIES	74
NOTE FACTORS AND OTHER INFORMATION	84
USE OF PROCEEDS	85
DESCRIPTION OF THE NOTES	86
Payments of Interest	86
Payments of Principal	87
Redemption Upon Optional Purchase	89
REGISTRATION OF THE NOTES	90
Book-Entry Registration	90
Definitive Notes	91
DESCRIPTION OF THE TRANSACTION DOCUMENTS	93
Reallocation Obligations	93
Accounts	93
The Servicing Agreement and the Servicing Supplement	94
Custody of Lease Documents and Certificates of Title	95
Sale and Disposition of Leased Vehicles	95
Insurance on Leased Vehicles	95
Security Deposits	95
Servicing Compensation	96
Servicing of Defaulted Leases	96
Evidence as to Compliance	96

v

Noteholder Communication	97
Servicer Resignation, Servicer Liability and Servicer Indemnification	97
Servicer Default	98
Rights upon Exchange Noteholder Servicer Default	98
Waiver of Past Defaults	99
Termination	99
Distributions on the Exchange Note	99
Distributions on the Securities	101
[Risk Retention] Reserve Account	107
Overcollateralization	107
Indenture	108
Trust Agreement	113
Trustee Indemnification and Trustee Resignation and Removal	114
Amendments	115
Bankruptcy of the Issuing Entity	116
[Interest Rate Protection Agreement]	116
[The [Swap][Cap] Counterparty]	117
[Interest Rate Protection Agreement Significance Percentage]	118
[CREDIT RISK RETENTION]	119
[Combination Vertical and Horizontal Interest Option]	119
[Eligible Vertical Interest Option]	119
[Eligible Horizontal Residual Interest Option]	119
CERTAIN PROVISIONS OF THE TITLING TRUST DOCUMENTS AND RELATED AGREEMENTS	122
Closed-end Collateral Specified Interest, Reference Pools and Exchange Notes	122
Titling Trustee	123
Resignation and Removal of the Titling Trustee or Titling Trust Administrator	123
Indemnity of Titling Trustees	123
Issuing Entity as Third-Party Beneficiary	124
Termination	124
Securities Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates	124
Information Requests	124
Securities Exchange Act Filing	124
Exchange Note Default	124
Application of Collections on the Reference Pools	125
AFFILIATIONS AND RELATIONSHIPS AMONG TRANSACTION PARTIES	126
FEES AND EXPENSES	127
ADDITIONAL LEGAL ASPECTS OF THE TITLING TRUST AND THE EXCHANGE NOTES	129
The Titling Trust	129
Qualification of VT Inc. as Fiduciary	129
Structural Considerations	129
Allocation of Titling Trust Liabilities	130
Insolvency Related Matters	130
Dodd-Frank Act Orderly Liquidation Authority Provisions	133
ADDITIONAL LEGAL ASPECTS OF THE LEASES AND THE LEASED VEHICLES	136
Security Interests	136
ERISA Liens and Vicarious Tort Liability	136
Limitations on Collateral Agent’s and Indenture Trustee’s Lien	136
Vicarious Tort Liability	137
Repossession of Leased Vehicles	137
Deficiency Judgments	138
Consumer Protection Law	138
Other Limitations	139
MATERIAL FEDERAL INCOME TAX CONSEQUENCES	140
Tax Consequences to Holders of the Notes	140
Classification of the Issuing Entity	145
Discount and Premium	145
Tax Shelter Disclosure and Investor List Requirements	146
STATE AND LOCAL TAX CONSEQUENCES	147
CERTAIN ERISA CONSIDERATIONS	148
UNDERWRITING	150
[European Economic Area	152
FORWARD-LOOKING STATEMENTS	153
LEGAL PROCEEDINGS	154
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	155
LEGAL MATTERS	156
INDEX OF PRINCIPAL TERMS	157
STATIC POOL INFORMATION	A-1
Characteristics of the Leases	A-1

vi

TRANSACTION STRUCTURE AND PARTIES[⁽¹⁾]

The following chart summarizes the structure and parties to the transaction and provides only a simplified overview of their relationships. Please refer to this prospectus for a further description.

[(1) [The Class [ ] Notes are not being offered under this prospectus and will initially be retained by the depositor or one or more affiliates thereof.][All or a portion of the Class [ ] Notes may initially be retained by the depositor or one or more affiliates thereof on the closing date.] [The depositor will retain [[ ]% of each class of notes and the certificates of the issuing entity][a single vertical security].]]

vii

SUMMARY OF MONTHLY DISTRIBUTIONS OF AVAILABLE FUNDS RECEIVED ON THE EXCHANGE NOTE*[†]

* This chart provides only a simplified overview of the priority of monthly distributions. The order in which funds will flow each month as indicated above is applicable for so long as no event of default has occurred. For more detailed information or information regarding the flow of funds upon the occurrence of an event of default, please refer to “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities” in this prospectus.

[† If any of the Class A-1 Notes remain outstanding after the [      ] payment date, an amount equal to the outstanding principal balance of and accrued and unpaid interest on the Class A-1 Notes will be paid on [      ].]

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SUMMARY OF TERMS

The following summary is a short, concise description of the main terms of the offered notes. For this reason, the summary does not contain all the information that may be important to you. You will find a detailed description of the terms of the notes following this summary.

Parties and Dates

Issuing Entity

The issuing entity of the notes is World Omni Automobile Lease Securitization Trust 20[ ]-[ ], also referred to herein as the “issuing entity.”

Depositor

The depositor is World Omni Auto Leasing LLC, a Delaware limited liability company and wholly-owned, special-purpose subsidiary of Auto Lease Finance LLC, a wholly-owned, special-purpose subsidiary of World Omni Financial Corp., a Florida corporation (“World Omni”).

The address and telephone number of the depositor is:

190 Jim Moran Blvd.
Deerfield Beach, Florida 33442
(954) 429-2200

Initial Beneficiary

The initial beneficiary is Auto Lease Finance LLC, a Delaware limited liability company and wholly-owned, special-purpose subsidiary of World Omni.

Servicer, Sponsor and Administrator

The servicer, sponsor and administrator is World Omni, which is a wholly-owned subsidiary of JM Family Enterprises, Inc.

Through its subsidiaries, JM Family Enterprises, Inc. provides a full range of automotive-related distribution and financial services to Toyota [and Scion] dealerships in Alabama, Florida, Georgia, North Carolina and South Carolina, referred to herein as the “Five-State Area,” and provides financial services to other dealerships throughout the United States. Southeast Toyota Distributors, LLC, a wholly-owned subsidiary of JM Family Enterprises, Inc., is the exclusive distributor of Toyota [and Scion] cars and light-duty trucks, parts and accessories in the Five-State Area and distributes Toyota [and Scion] vehicles pursuant to a distributor agreement with Toyota Motor Sales, U.S.A., Inc. that commenced in 1968 and has been subsequently renewed through October 2019. World Omni has provided financial services to Toyota [and Scion] dealers in the Five-State Area since 1982, operating under the name Southeast Toyota Finance since 1996.

Indenture Trustee, Note Registrar and Paying Agent

The indenture trustee, note registrar and paying agent is [      ].

Owner Trustee

The owner trustee is [      ].

Asset Representations Reviewer

The asset representations reviewer is [      ].

[[Swap][Cap] Counterparty]

[The [swap][cap] counterparty is [      ].]

Titling Trust and Issuer of the Exchange Note

The titling trust and issuer of the exchange note is World Omni LT, a Delaware statutory trust. Toyota [and Scion] dealerships within the Five-State Area have assigned and will assign closed-end lease contracts and the related leased vehicles to the titling trust. Some of the leases and related leased vehicles assigned to the titling trust have been allocated to a separate pool of assets of the closed-end collateral specified interest in the titling trust, which we call the “Reference Pool”, cash flow from which is directed to make payments on a note called the “Exchange Note.” The issuing entity will hold the exchange note.

Titling Trustee

The titling trustee is VT Inc., an Alabama corporation and a wholly-owned, special-purpose subsidiary of U.S. Bank National Association.

Titling Trustee Agent and Administrative Agent

The titling trustee agent and administrative agent of the titling trust is U.S. Bank National Association, a national banking association.

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Delaware Trustee

The Delaware trustee is U.S. Bank Trust National Association, a national banking association.

Closed-End Collateral Agent

The closed-end collateral agent is AL Holding Corp., a Delaware corporation.

[Statistical][Actual] Cutoff Date

[      ].

Closing Date

On or about [      ].

The lease information in this prospectus is based on the units related to the [statistical] reference pool as the [statistical][actual] cutoff date. See “—Lease Information” below.

The Notes

The issuing entity will issue the following notes:

Class A-1 [[      ]%][Floating Rate] Asset-Backed Notes in the aggregate original principal amount of $[      ][, which may be comprised of $     Class A-1a      % Asset-Backed Notes and $     Class A-1b One-Month LIBOR plus      % Floating Rate Asset-Backed Notes];

Class A-2[[      ]%][Floating Rate] Asset-Backed Notes in the aggregate original principal amount of $[      ][, which may be comprised of $     Class A-2a      % Asset-Backed Notes and $     Class A-2b One-Month LIBOR plus      % Floating Rate Asset-Backed Notes];

Class A-3[[      ]%][Floating Rate] Asset-Backed Notes in the aggregate original principal amount of $[      ][, which may be comprised of $     Class A-3a      % Asset-Backed Notes and $     Class A-3b One-Month LIBOR plus      % Floating Rate Asset-Backed Notes]; [and]

Class A-4 [[      ]%][Floating Rate] Asset-Backed Notes in the aggregate original principal amount of $[      ][, which may be comprised of $     Class A-4a      % Asset-Backed Notes and $     Class A-4b One-Month LIBOR plus      % Floating Rate Asset-Backed Notes] [; and

Class B [[      ]%][Floating Rate] Asset-Backed Notes in the aggregate original principal amount of $[      ] [, which may be comprised of $     Class Ba      % Asset-Backed Notes and $     Class Bb One-Month LIBOR plus      % Floating Rate Asset-Backed Notes][.][; and

Class C [[      ]%][Floating Rate] Asset-Backed Notes in the aggregate original principal amount of $[      ] [, which may be comprised of $     Class Ca      % Asset-Backed Notes and $     Class Cb One-Month LIBOR plus      % Floating Rate Asset-Backed Notes.]

[We refer to the Class [ ][-[ ]]a Notes and the Class [ ][-[ ]]b Notes in this prospectus as the “Class [ ][-[ ]] Notes.” The allocation of the principal balance between any Class[ ][-[ ]]a Notes and any Class [ ][-[ ]]b Notes will be determined on or before the day of pricing of the notes offered hereunder. The issuing entity expects that the principal balance of the Class [ ][-[ ]]b Notes will not exceed $[ ].]

The Class A-1, Class A-2, Class A-3 and Class A-4 Notes are collectively referred to as the “Class A Notes” in this prospectus. [The Class [      ] Notes are collectively referred to as the “Floating Rate Notes.”] The Class A Notes and the Class B Notes [and the Class C Notes] are collectively referred to as the “Notes” in this prospectus.

[The Class [ ] Notes are not being offered under this prospectus and will initially be retained by the depositor or one or more affiliates thereof.]/[All or a portion of the Class [ ] Notes may initially be retained by the depositor or one or more affiliates thereof on the closing date.]/[The depositor will retain [[ ]% of each class of notes and the certificates of the issuing entity][a single vertical security].] [On or after the closing date, the depositor or any such affiliate may sell any such retained notes or certificates [as described in “Credit Risk Retention”].]

[The interest rate for each class of notes will be a fixed rate, a floating rate or a combination of a fixed rate and floating rate if that class has both a fixed rate tranche and a floating rate tranche. If the interest rate is a floating rate, the rate will be based on One-Month LIBOR plus the applicable spread described on the cover page of this prospectus.] [If the issuing entity issues any floating rate notes, it will enter into a corresponding interest rate [swap][cap] with respect to each class or tranche of floating rate notes.] [See “Description of the Notes—Payments of Interest” in this prospectus for a description of how the interest rate based on One-Month LIBOR is determined.]

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The aggregate original principal amount of the Class A Notes will be $[      ], and the aggregate original principal amount of the Class B Notes will be $[      ][, and the aggregate original principal amount of the Class C Notes will be $[      ]]. The notes [(other than any Class [ ] Notes that are retained by the depositor or one or more affiliates thereof)] will be issued in minimum denominations of $[1,000] and integral multiples of $[1,000], in book-entry form only, through The Depository Trust Company, Clearstream Banking, société anonyme, and Euroclear. For more information, read “Registration of the Notes—Book-Entry Registration” in this prospectus. We expect that delivery of the notes will be made on the closing date.

Payment Dates

The issuing entity will make payments on the notes on the [15^th] day of each month, except that when the [15^th] day is not a business day, the issuing entity will make payments on the notes on the next business day. We refer to each such date as a “Payment Date.” The initial payment date will be [      ]. [If any of the Class A-1 Notes remain outstanding after the [      ] payment date, an amount equal to the outstanding principal balance of and any accrued and unpaid interest on the Class A-1 Notes will be paid on [      ] (the “Additional Class A-1 Payment Date”).]

The final scheduled payment date for each class of notes is listed below. The issuing entity expects that each class of notes will be paid in full prior to its final scheduled payment date.

Class A-1 Notes	[      ]
Class A-2 Notes	[      ]
Class A-3 Notes	[      ]
Class A-4 Notes	[      ]
Class B Notes	[      ]
[Class C Notes	[      ]]

Interest

On each payment date, the indenture trustee will remit to the holders of record of each class [or sub-class] of notes as of the close of business on the related record date, interest at the respective per annum interest rate applicable to each class of notes on the outstanding principal amount of that class of notes as of the close of business on the preceding payment date. For notes issued in book-entry form, the record date for a particular payment date will be the business day immediately preceding that payment date. [On the additional Class A-1 payment date, if any of the Class A-1 Notes remain outstanding, the indenture trustee will remit to the holders of record of the Class A-1 Notes as of the related record date, an amount equal to any accrued and unpaid interest on the Class A-1 Notes.]

[Interest on the Class [ ] Notes [and the floating rate notes][and the Class [ ]b Notes, if any] will be calculated on the basis of the actual number of days in the related interest accrual period (which period will be from and including the previous payment date to but excluding the related payment date, except for the initial interest accrual period, which period will be from and including the closing date to but excluding the initial payment date) and a 360-day year.

This means that the interest due on the Class [ ] Notes [and the floating rate notes] [and the Class [ ]b Notes, if any] on each payment date will be the product of:

· the aggregate outstanding principal balance of the [related class of notes;

· the related interest rate; and

· the actual number of days since the previous payment date (or, in the case of the initial payment date, [  ], assuming a closing date of [      ]) to but excluding the related payment date, divided by 360.]

[Interest for a related period on the other classes of notes will be calculated on the basis of a 360-day year of twelve 30-day months (which period will be from and including the [15th] day of the preceding calendar month (or, for the initial interest accrual period, from and including the closing date) to but excluding the [15th] day of the current calendar month). This means that the interest due on these classes of notes on each payment date will be the product of:

· the aggregate outstanding principal balance of the related class of notes;

· the related interest rate; and

· 30 (or, in the case of the initial payment date, [  ], assuming a closing date of [      ]) divided by 360.]

[Payments of interest on the notes generally will be subordinate to net payments by the issuing entity to the swap counterparty under the interest rate protection agreement. We refer you to “Description of the Transaction Documents—Interest Rate Protection Agreement” in this prospectus.] Interest payments on all classes of the Class A Notes will have the same priority. Interest payments on the Class B Notes will be subordinated to the payment of

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interest on the Class A Notes. [Interest payments on the Class C Notes will be subordinated to the payment of interest on the Class A Notes and the Class B Notes.] [Under the limited circumstances described under “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities” in this prospectus, the Class A Notes will be entitled to receive specified payments of principal before payments of interest are made on the Class B Notes [and on the Class C Notes]. In addition, in the event that the notes are declared to be due and payable after the occurrence of an event of default resulting from the failure to make a payment on the notes, unless such event of default has been waived or rescinded, no interest will be payable on the Class B Notes until all principal and interest on the Class A Notes have been paid in full [and no interest will be payable on the Class C Notes until all principal and interest on the Class A Notes and the Class B Notes have been paid in full.]

We refer you to “Description of the Notes—Payments of Interest” in this prospectus.

Principal

On each payment date, from the amounts allocated to the holders of the notes to pay principal described in clauses [(4)], [(6)] and [(8)] and [(10)] under “—Priority of Payments” below, the issuing entity will pay principal of the notes in the following order of priority:

· to the Class A-1 Notes[, pro rata among any Class A-1a Notes and any Class A-1b Notes, as applicable,] until they are paid in full; then

· to the Class A-2 Notes[, pro rata among any Class A-2a Notes and any Class A-2b Notes, as applicable,] until they are paid in full; then

· to the Class A-3 Notes[, pro rata among any Class A-3a Notes and any Class A-3b Notes, as applicable,] until they are paid in full; [and] then

· to the Class A-4 Notes[, pro rata among any Class A-4a Notes and any Class A-4b Notes, as applicable,] until they are paid in full; [and then]

· to the Class B Notes[, pro rata among any Class Ba Notes and any Class Bb Notes, as applicable,] until they are paid in full[.][; and then

· to the Class C Notes[, pro rata among any Class Ca Notes and any Class Cb Notes, as applicable,] until they are paid in full[.]

If the notes are declared to be due and payable following the occurrence of an event of default, unless such event of default has been waived or rescinded, the issuing entity will pay principal of the notes from funds allocated to the holders of the notes in the following order of priority:

· [to the holders of the Class A-1 Notes until the Class A-1 Notes are paid in full; [and] then]

· [to the holders of the remaining Class A Notes, pro rata, based upon their respective unpaid principal amount until the Class A Notes are paid in full][to the holders of the remaining Class A Notes sequentially until each class is paid in full]; [and then]

· to the holders of the Class B Notes until the Class B Notes are paid in full[.][; and then

· to the holders of the Class C Notes until the Class C Notes are paid in full.]

[On the additional Class A-1 payment date, if any of the Class A-1 Notes remain outstanding, an amount equal to the outstanding balance of the Class A-1 Notes will be paid to the holders of the Class A-1 Notes.] All outstanding principal and interest with respect to a class of notes will be payable in full on its final scheduled payment date. We refer you to “Description of the Transaction Documents—Distributions on the Securities—Payments to Noteholders” in this prospectus and “Fees and Expenses” in this prospectus for a description of fees and expenses payable on each payment date out of available funds.

Redemption Upon Optional Purchase

The servicer will have the right at its option to exercise a “Clean-Up Call” and to purchase the exchange note from the issuing entity on any payment date following the last day of any collection period on which the aggregate outstanding principal amount of the notes is less than or equal to [5]% of the initial aggregate outstanding principal balance of the notes on the closing date. If the servicer exercises this option to purchase the exchange note, any notes that are outstanding at that time will be prepaid in whole at a redemption price equal to their unpaid principal amount plus accrued and unpaid interest thereon to but excluding the date of redemption, and the purchase price for the exchange note shall not be less than [the sum of] the redemption price [and all

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amounts owing to the swap counterparty under the interest rate protection agreement].

Priority of Payments

On each payment date, any funds available for distribution from the exchange note[, the net amount, if any, of funds received by the issuing entity under the interest rate protection agreement], funds on deposit in the trust collection account and other specified amounts constituting available funds, if any, in each case, with respect to that payment date, will be distributed in the following amounts and order of priority:

(1) to the administrator, the administration fee;

(2) [[pro rata (a) the monthly swap payment amount, if any, payable by the issuing entity to the swap counterparty under the interest rate protection agreement and (b) [to the asset representations reviewer, all fees, expenses and indemnities due to the asset representations reviewer not previously paid by the servicer, up to a maximum amount of $[ ] per year];]

(3) [pro rata (a)] interest on the Class A Notes, pro rata among each class of Class A Notes [and (b) any senior swap termination payment amounts owed by the issuing entity];

(4) principal of the notes in an amount equal to the amount by which (a) the aggregate outstanding principal amount of the Class A Notes as of the day immediately preceding such payment date exceeds (b) the aggregate Securitization Value as of the last day of the prior calendar month, such amount being the “Noteholders’ First Priority Principal Distributable Amount”;

[(5)] interest on the Class B Notes;

[(6)] principal of the notes in an amount equal to the amount by which (a) the aggregate outstanding principal amount of the Class A Notes and the Class B Notes as of the day immediately preceding such payment date exceeds (b) the aggregate Securitization Value as of the last day of the prior calendar month less (c) any amounts allocated to pay principal of the notes under clause [(4)] above, such amount being the “Noteholders’ Second Priority Principal Distributable Amount”;

[(7)] [interest on the Class C Notes;]

[(8)] [principal of the notes in an amount equal to the amount by which (a) the aggregate outstanding principal amount of the Class A Notes, Class B Notes and the Class C Notes as of the day immediately preceding such payment date exceeds (b) the aggregate Securitization Value as of the last day of the prior calendar month less (c) any amounts allocated to pay principal of the notes under clauses [(4)] and [(6)] above, such amount being the “Noteholders’ Third Priority Principal Distributable Amount”;]

[(9)] to the reserve account, the amount, if any, necessary to fund the reserve account up to its required reserve account balance;

[(10)] principal of the notes in an amount equal to the amount by which (a) the aggregate outstanding principal amount of the notes as of the day immediately preceding such payment date exceeds (b) the aggregate Securitization Value as of the last day of the prior calendar month less [(i) with respect to any payment date on or prior to the date on which the aggregate principal amount of the Class [ ] Notes is paid in full, [ ]% of the aggregate initial Securitization Value as of the actual cutoff date and (ii) with respect to any payment date after the date on which the aggregate principal amount of the Class [ ] Notes is paid in full,] [ ]% of the aggregate initial Securitization Value as of the actual cutoff date less (c) any amounts allocated to pay principal of the notes under clauses[(4)][, (6) and (8)] above, such amount being the “Noteholders’ Regular Principal Distributable Amount”;

[(11)] [any subordinate swap termination payment amounts payable by the issuing entity and any other amounts owed by the issuing entity to the swap counterparty pursuant to the interest rate protection agreement;] [and]

[(12)] [to the asset representations reviewer, all fees, expenses and indemnities due to the asset representations to the extent not paid in clause (2) above; and]

[(13)] the remainder, if any, as distributions to the certificateholders.

In the event that available funds are not sufficient to make the entire allocations required by clauses (1) through ([8]) above, the indenture trustee shall withdraw funds from the reserve account [add for eligible horizontal cash reserve account: (except that amounts withdrawn from the reserve account will not be paid to World Omni or any of its affiliates in respect of amounts owing to a noteholder to the extent that World Omni or any of its affiliates is a noteholder)] and will apply those funds to make the

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distributions required by those clauses in the priority specified above to the extent funds in the reserve account are available therefor.

For a description of the priority of payments in the event that notes are declared to be due and payable following the occurrence of an event of default under the indenture, we refer you to “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities” in this prospectus. We also refer you to “Description of the Transaction Documents—Distributions on the Securities—Payments to Noteholders” in this prospectus.

Events of Default; Priority and Acceleration

The occurrence of any one of the following events will be an “Event of Default” under the indenture:

· a default for five business days or more in the payment of interest on any note after the same becomes due[; provided, however, that until the outstanding amount of the Class A Notes is reduced to zero, a default in the payment of any interest on any Class B Note or Class C Note shall not by itself constitute an event of default][; provided, further, however, that until the outstanding amount of the Class A Notes and the Class B Notes is reduced to zero, a default in the payment of any interest on any Class C Note shall not by itself constitute an event of default];

· a default in the payment of principal of a note when the same becomes due and payable, to the extent funds are available therefor, or on the related final scheduled payment date or the redemption date;

· a default in the observance or performance of any covenant or agreement of the issuing entity, which default materially and adversely affects the interests of the noteholders, subject to notice and cure provisions;

· any representation or warranty made by the issuing entity being materially incorrect as of the date it was made, which inaccuracy materially and adversely affects the interests of the noteholders, subject to notice and cure provisions; or

· certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity, both voluntary and involuntary; provided that any delay in or failure of performance referred to in the first three bullet points above for a period of less than 120 days will not constitute an event of default if that delay or failure was caused by force majeure or other similar occurrence.

The amount of principal required to be paid to noteholders under the indenture, however, generally will be limited to amounts available to make such payments in accordance with the priority of payments. Thus, the failure to pay principal of a class of notes due to a lack of amounts available to make such a payment will not result in the occurrence of an event of default until the final scheduled payment date for that class of notes or the redemption date.

Upon any event of default, the indenture trustee or a majority of the holders of controlling securities may immediately declare the unpaid principal amount of the notes, together with accrued and unpaid interest thereon through the date of acceleration, due and payable. If the notes are so accelerated, the priority of payments will change.

For further detail, we refer you to “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities” and “—Payments to Noteholders” in this prospectus.

Controlling Securities

So long as the Class A Notes are outstanding, the Class A Notes will be the controlling securities. As a result, holders of each class and subclass of the Class A Notes generally vote together as a single class under the indenture. For additional information about the voting rights of Noteholders, see “Description of the Transaction Documents—Indenture—Voting Rights; Controlling Securities” in this prospectus. [Upon payment in full of the Class A Notes, the Class B Notes will be the controlling securities[, and, upon payment in full of the Class B Notes, the Class C Notes will be the controlling securities].] [See “Holders of the Class B Notes [and the Class C Notes] May Suffer Losses Because They Have Limited Control Over Actions of the Issuing Entity and Conflicts Between Classes of Notes May Occur” in this prospectus.] Notes held by the depositor or any affiliate thereof will be disregarded and deemed not to be outstanding in determining whether the holders of the requisite outstanding amount of the controlling securities have given any request, demand, authorization, direction, notice, consent or waiver under any related transaction document.

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[Interest Rate Protection Agreement]

[The issuing entity will enter into an interest rate [swap][cap] agreement with [      ], as the [swap][cap] counterparty, to hedge its floating rate interest obligations with respect to the floating rate notes.]

[Add for interest rate swaps:]

[Under each interest rate swap agreement, on each payment date, the swap counterparty will be obligated to make a monthly payment to the issuing entity in an amount equal to the product of (i) a notional amount equal to the outstanding aggregate principal balance of the related class of floating rate notes as of the preceding payment date or, in the case of the initial payment date, the closing date, and (ii) a floating interest rate based on One-Month LIBOR for the related payment date plus the applicable spread set forth below, and the issuing entity will make a monthly payment to the swap counterparty in an amount equal to the product of (a) that same notional amount and (b) the applicable fixed monthly interest rate set forth below on the basis of a 360-day year of twelve 30-day months.]

[The spread to be used in calculating the swap counterparty’s payments under the interest rate swap agreement related to the Class [__][b] notes will be equal to [ ]%] [and the Class [__][b] notes will be equal to [ ]%]. The fixed rate to be used in calculating the issuing entity’s payments under the interest rate swap agreement related to the [Class [__][b] notes will be equal to [ ]% per annum] [and the Class [__][b] notes will be equal to [ ]% per annum].]

[On each payment date, the amount that the issuing entity is obligated to pay to the swap counterparty will be netted against the amount that the swap counterparty is obligated to pay to the issuing entity. Only the net amount payable will be due from the issuing entity or the swap counterparty, as applicable. Monthly swap payment amounts payable by the issuing entity will rank higher in priority than interest payments due on the notes.]

[In the event that the swap counterparty’s long-term or short-term ratings cease to be at the levels required by the rating agencies hired to rate the notes, the swap counterparty will be obligated to either obtain a guaranty from or assign its rights and obligations under the interest rate swap agreement to another party with the required rating or post collateral. [Insert description of any additional rating agency requirements.] If the swap counterparty has not taken one of these specified actions within the specified time, the issuing entity may terminate the interest rate swap agreement.]

[Add for interest rate caps:]

[Under each interest rate cap, the issuing entity will be required to pay the purchase price for each interest rate cap on or before the [effective date of such interest rate cap][closing date] and, following the payment of such purchase price, shall have no further payment obligations with respect to such cap.] [On the business day prior to each payment date,] [the cap counterparty will be obligated to pay the issuing entity an amount equal to the product of (i) the notional amount of the interest rate cap and (ii) the excess of the interest rate on each class or tranche of floating rate notes over an interest rate equal to a strike price specified in the related interest rate protection agreement, which amount will not be less than zero.]

[In the event that the cap counterparty’s long-term or short-term ratings cease to be at the levels required by the rating agencies hired to rate the notes, the cap counterparty will be obligated to either obtain a guaranty from or assign its rights and obligations under the interest rate caps to another party with the required rating or post collateral. [Insert description of any additional rating agency requirements.] If the cap counterparty has not taken one of these specified actions within the specified time, the issuing entity may terminate the interest rate caps.]

[See “Description of the Transaction Documents—Indenture” and “—Interest Rate Protection Agreement” in this prospectus for additional information.]

Servicing and Administration

World Omni will service the titling trust assets, including the leases and leased vehicles in the related reference pool (each lease and the related leased vehicle constitute a “Unit,” and collectively, the “Units”). In addition, World Omni will perform the administrative obligations required to be performed by the issuing entity or the owner trustee under the indenture and the trust agreement. On each payment date, the servicer will be paid a fee for performing its servicing obligations in an amount equal to one–twelfth of [1.00]% of the aggregate Securitization Value as of the first day of the related collection period, which fee will be payable from amounts collected under the leases and amounts realized from sales of the related leased vehicles, and will be paid to the servicer prior to the payment of principal of and interest on the exchange note. The servicing fee payable to the servicer on the initial payment date

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with respect to the initial collection period will be pro-rated, however, to compensate for the length of the initial collection period [not] being [longer than] one month.

On each payment date, the administrator will be paid a fee for performing its administration obligations in an amount equal to one-twelfth of [0.05]% of the aggregate Securitization Value as of the first day of the related collection period, which fee will be payable from available amounts received by the issuing entity with respect to the exchange note, and will be paid to the administrator prior to the payment of principal of and interest on the notes. The administration fee payable to the administrator on the initial payment date with respect to the initial collection period will be pro-rated, however, to compensate for the length of the initial collection period [not] being [longer than] one month.

We refer you to “Fees and Expenses” in this prospectus.

Issuing Entity Property

The “Issuing Entity Property” will include the following:

· exchange note secured by the units;

· [payments made by the [swap][cap] counterparty and rights under the interest rate protection agreement;]

· amounts on deposit in the accounts owned by the issuing entity and permitted investments of those accounts;

· rights under certain transaction documents; and

· the proceeds of any and all of the above.

The Units

The leased vehicles allocated to the related reference pool are new [and used] Toyota [and Scion branded] automobiles and light-duty trucks titled in the name of the titling trust. The leases allocated to the related reference pool are closed-end leases that were originated by Toyota [and Scion] dealers in the Five-State Area and were acquired by the titling trust. The leases provide for equal monthly payments that amortize the adjusted capitalized cost to the contract residual value of the related leased vehicle established by World Omni at the time of origination of the lease.

Lease Information

The lease information in this prospectus is based on the units related to the [statistical] reference pool as of the [statistical][actual] cutoff date. We refer to that reference pool of units as the “[Statistical][Actual]Pool.”

For further information about the characteristics of the units in the [statistical][actual] pool as of the [statistical][actual] cutoff date, see “The Leases” in this prospectus.

As of the close of business on the [statistical][actual] cutoff date, the units in the [statistical][actual] pool described in this prospectus had:

· an aggregate Securitization Value of $[      ], of which $[      ] (approximately [      ]%) represented the [discounted] Base Residual Values of the leased vehicles;

· a weighted average original term to maturity (based on Securitization Value) of approximately [      ] months; and

· a weighted average remaining term to maturity (based on Securitization Value) of approximately [      ] months.

[All units in the [statistical][actual] pool satisfy the eligibility criteria specified in the transaction documents.] [To the extent material, insert data regarding the number of leases included in the [statistical][actual] pool that have been subject to a waiver, modification or extension, including a description of the type of waiver, modification and extension.]

In connection with the offering of the notes, the depositor has performed a review of the leases in the [statistical][actual] pool that will be allocated by the titling trust on the closing date and certain disclosure in this prospectus relating to the leases in the related reference pool, [and has concluded that it has reasonable assurance that such disclosure is accurate in all material respects ] as described under “The Leases—Review of Leases in Reference Pool” in this prospectus.

[World Omni does not consider any of the leases in the [statistical][actual] pool to constitute exceptions to World Omni’s written underwriting guidelines as described in “The Servicer, Sponsor and Administrator—Underwriting Standards” in this prospectus.] [Insert information on the nature of any exceptions made to the underwriting criteria, if any, and provide data regarding the number of such

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receivables that represent an exception to the underwriting criteria in the asset pool.]

[Statistical Information]

[The statistical information in this prospectus is based on the units in a statistical pool as of the statistical cutoff date. [The actual pool of units allocated to the reference pool on the closing date will be selected from [the statistical pool][ the units owned by the titling trust].] The characteristics of the actual pool of units allocated to the reference pool on the closing date may vary somewhat from the characteristics of the units in the statistical pool described in this prospectus, although the sponsor and the depositor do not expect the variance to be material.]

The Exchange Note

The titling trust will issue an exchange note on the date the notes are issued by the issuing entity. The exchange note will be secured by a reference pool within the closed-end collateral specified interest in the titling trust and related collateral. The titling trust will issue the exchange note to the initial beneficiary, which will then sell the exchange note to the depositor. The exchange note will be transferred by the depositor to the issuing entity at the time the issuing entity issues the notes. The exchange note will evidence a debt secured by the units included in the related reference pool. The issuing entity as holder of the exchange note will not have a beneficial interest in any assets of the titling trust. Payments made on or in respect of any other titling trust assets will not be available to make payments on the exchange note.

For more information regarding the issuing entity’s property, you should refer to “The Exchange Note” and “The Leases” in this prospectus.

Any noncompliant unit will be removed from the reference pool in connection with the breach of certain representations and warranties concerning the characteristics of the units, as described under “The Leases—Representations and Warranties Relating to the Units—Representations, Warranties and Covenants” in this prospectus.

Credit Enhancement

Credit enhancement is intended to provide protection against losses or delays in payments on the notes. Credit enhancement increases the likelihood of receipt by the holders of the notes of their full amount of principal and interest and decreases the likelihood that these holders will experience losses. Credit enhancement may not provide protection against all risks of loss and does not guarantee repayment of the entire principal balance and interest thereon. If losses exceed the amount covered by any credit enhancement or are not covered by any credit enhancement, the holders of the notes will bear their allocable share of deficiencies, as described in this prospectus. The credit enhancement for the notes is in the form of subordination, overcollateralization, a reserve account and excess interest.

Subordination of the Class B Notes [and the Class C Notes]

The subordination in priority of payments of the Class B Notes [and the Class C Notes] to the Class A Notes will provide additional credit enhancement to the Class A Notes [and the subordination in priority of payments of the the Class C Notes to the Class B Notes will provide additional credit enhancement to the Class B Notes]. The Class B Notes will be allocated available funds only after the Class A Notes have received their applicable portions of available funds for a given payment date [and the Class C Notes will be allocated available funds only after the Class A Notes and the Class B Notes have received their applicable portions of available funds for a given payment date]. The priority of payments is further described in “Description of the Notes—Payments of Interest,” “Description of the Notes—Payments of Principal” and “Description of the Transaction Documents—Distributions on the Securities” in this prospectus.

Losses not covered by any credit enhancement or support will be effectively allocated to the classes of notes in the reverse order of priority of payments on the notes, such that losses will be first allocated to the excess interest, if any, overcollateralization, if any, [then to the principal balance of the Class C Notes,] then to the principal balance of the Class B Notes and then to the principal balance of the Class A Notes.

Overcollateralization

Overcollateralization represents the amount by which the aggregate Securitization Value exceeds the aggregate outstanding principal amount of the notes (which we refer to as the “Overcollateralization Amount”). Initial overcollateralization is approximately [    ]% of the aggregate initial Securitization Value as of the [statistical][actual] cutoff date, comprised of overcollateralization on the exchange note and overcollateralization on the notes. Overcollateralization on the exchange note as of the closing date will be approximately [    ]% of the aggregate initial Securitization Value as of the

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[statistical][actual] cutoff date. The overcollateralization amount on the exchange note as of the closing date is expected to represent the difference between the aggregate initial Securitization Value as of the actual cutoff date and the principal balance of the exchange note. Additional initial overcollateralization on the notes as of the closing date is expected to be approximately [    ]% of the aggregate initial Securitization Value which is expected to represent the difference between the outstanding principal balance of the exchange note and the outstanding principal balance of the notes. In addition, the application of funds according to clause [(10)] under “—Priority of Payments” above is designed to increase the amount of overcollateralization on the notes as of any payment date up to an amount equal to[, (i) with respect to any payment date on or prior to the date on which the aggregate principal amount of the Class [ ] Notes is paid in full, [ ]% of the aggregate initial Securitization Value as of the actual cutoff date less the overcollateralization on the exchange note as of such payment date and (ii) with respect to any payment date after the date after which the aggregate principal amount of the Class [ ]Notes is paid in full,] [ ]% of the aggregate initial Securitization Value as of the actual cutoff date less the overcollateralization on the exchange note as of such payment date. Total target overcollateralization of the exchange note and the notes will equal [(i) with respect to any payment date on or prior to the date on which the aggregate principal amount of the Class [ ] Notes is paid in full, approximately [    ]% of the aggregate initial Securitization Value as of the [statistical][actual] cutoff date and (ii) with respect to any payment date after the date after which the aggregate principal amount of the Class [ ] Notes is paid in full,] approximately [ ]% of the aggregate initial Securitization Value as of the [statistical][actual] cutoff date.

[Risk Retention] Reserve Account

The issuing entity will establish a fully-funded reserve account (the “[Risk Retention] Reserve Account”) in the name of the indenture trustee. On the closing date, at least $[      ] will be deposited into the reserve account, which is approximately [    ]% of the initial aggregate Securitization Value as of the [statistical][actual] cutoff date. [The amount required to be on deposit in the reserve account on any payment date is equal to [ ][, provided that, with respect to any payment date after the date on which the aggregate principal amount of the Class [      ] Notes is paid in full, the amount required to be on deposit in the reserve account will be $[ ][      ]% of the [initial] aggregate Securitization Value as of the [cutoff date][the last day of the related collection period].] We refer to this amount as the “Required Reserve Account Balance.” In addition, the application of funds according to clause [(9)] under “—Priority of Payments” above is designed to maintain the amount on deposit in the reserve account, if necessary, up to the required reserve account balance.

Funds in the reserve account on each payment date (including investment income earned on those amounts) will be available to cover shortfalls in payments on the notes listed in clauses (1) through [(8)] under “—Priority of Payments” above. [On the additional Class A-1 payment date, if any of the Class A-1 Notes remain outstanding, funds in the reserve account will be available to cover shortfalls in the trust collection account for payments on the Class A-1 Notes on such date.] [add for eligible horizontal cash reserve account: Amounts withdrawn from the reserve account will not be paid to World Omni or any of its affiliates in respect of amounts owing to a noteholder to the extent that World Omni or any of its affiliates is a noteholder.]

For more information regarding the reserve account, you should refer to “Description of the Transaction Documents—[Risk Retention] Reserve Account” in this prospectus.

Excess Interest

The amount paid by the lessees in respect of the lease charges of the leases in the reference pool is expected to be greater than the amount of the related servicing fee, administrator fee, [amounts payable to the asset representations reviewer,] trustee fees and expenses, and interest on the notes each month. Any such excess in lease charges from lessees will serve as additional credit enhancement.

[To be inserted if applicable — in the event a provider of credit enhancement or other support such as a derivative is liable or contingently liable to provide 10% or more of the cash flow for the notes, additional descriptive and financial information regarding the credit enhancement provider or derivative counterparty, as applicable.]

Tax Status

Kirkland & Ellis LLP, special tax counsel, is of the opinion that for federal income tax purposes, the notes [(other than any Class [ ] Notes that are retained by the depositor or one or more affiliates thereof)] will be characterized as indebtedness and the issuing entity will not be characterized as an association (or publicly traded partnership) taxable as a corporation. In accepting a note [(other than any

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Class [ ] Notes that are retained by the depositor or one or more affiliates thereof)], each holder of that note will be deemed to agree to treat the note as indebtedness for income tax purposes.

We refer you to “Material Federal Income Tax Consequences” in this prospectus for additional information concerning the application of federal tax laws to the issuing entity and the notes and to “State and Local Tax Consequences” in this prospectus for additional information concerning the application of state tax laws to the issuing entity and the notes.

We encourage you to consult your own tax advisor regarding the federal income tax consequences of the purchase, ownership and disposition of the notes and the tax consequences arising under the laws of any state or other taxing jurisdiction. See “Material Federal Income Tax Consequences” and “State and Local Tax Consequences” in this prospectus.

ERISA Considerations

Subject to the considerations discussed under “Certain ERISA Considerations” in this prospectus, the notes being offered in connection with this prospectus are eligible for purchase by pension, profit-sharing or other employee benefit plans, as well as individual retirement accounts.

By its acquisition of a note, each purchaser is deemed to represent either that it is not acquiring such note with the assets of any plan or that its purchase and holding of such note will not give rise to a non-exempt prohibited transaction.

We refer you to “Certain ERISA Considerations” in this prospectus.

[Certain Investment Company Act Considerations

The issuing entity is not registered or required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In determining that the issuing entity is not required to be registered as an investment company, the issuing entity is relying on the exemption provided by [Rule 3a-7] under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. As of the closing date, the issuing entity is being structured so as not to constitute a “covered fund” for purposes of the “Volcker Rule,” adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.]

Ratings of the Notes

We expect that the notes will receive credit ratings from at least [two] nationally recognized rating agencies hired by the sponsor to rate the notes.

The rating agencies hired by the sponsor have discretion to monitor and adjust the ratings on the notes. The notes may receive an unsolicited rating from a rating agency not hired by the sponsor that is different from the ratings provided by the rating agencies hired by the sponsor to rate the notes. As of the date of this prospectus, we are not aware of any unsolicited ratings on the notes. Ratings on the notes may be lowered, qualified or withdrawn at any time without notice to the noteholders. A rating is based on each rating agency’s independent evaluation of the related units and the availability of any credit enhancement for the notes. A rating, or a change or withdrawal of a rating, by one rating agency will not necessarily correspond to a rating, or a change or a withdrawal of a rating, from any other rating agency. See “Risk Factors—Withdrawal or Downgrade of the Initial Ratings of the Notes Will, and the Issuance of Unsolicited Ratings on Your Notes or any Adverse Changes to a Hired Rating Agency, May Affect the Prices for the Notes Upon Resale” in this prospectus for more information.

[Eligibility of the Class A-1 Notes for Purchase by Money Market Funds

The Class A-1 Notes are structured to be eligible for purchase by money market funds under Rule 2a-7 under the Investment Company Act. Rule 2a-7 includes additional criteria for investments by money market funds, including additional requirements relating to portfolio maturity, liquidity and risk diversification. If you are a money market fund contemplating a purchase of Class A-1 Notes, you are encouraged to consult your counsel before making a purchase.]

Certificates

The issuing entity will also issue certificates (the “Certificates”) that represent the equity or residual interest in the issuing entity and the right to receive amounts that remain after the issuing entity makes full payment of interest on and principal of the notes payable on a given payment date, required deposits to the reserve account on that payment date and other required payments. The depositor will initially retain the certificates. The certificates are not being offered by this prospectus. On or after the closing date, the depositor may sell any such certificates [as described in “Credit Risk Retention”].

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RISK FACTORS

You should carefully consider the following risks for the notes before making an investment decision. In particular, distributions on your notes will depend on payments received on and other recoveries with respect to the leases in the reference pool. Therefore, you should carefully consider the risk factors relating to the leases and the leased vehicles.

Your investment could be materially and adversely affected if any of the following risks are realized.

You Must Rely For Repayment Only Upon the Issuing Entity’s Assets, Which May Not Be Sufficient to Make Full Payments On Your Notes.	Your notes represent obligations of the issuing entity. Your notes will not represent an interest in or obligation of World Omni Auto Leasing LLC, World Omni LT, Auto Lease Finance LLC, World Omni, the indenture trustee, the owner trustee or any other person. Distributions on any class of notes will depend solely on the amount and timing of payments on the exchange note held by the issuing entity, which payments depend almost exclusively on the amount and timing of payments and other collections in respect of the leases in the related reference pool of the titling trust and the credit enhancement for the notes specified in this prospectus. World Omni Auto Leasing LLC cannot assure you that these amounts, together with other payments and collections in respect of the related leases, will be sufficient to make full and timely distributions on the exchange note and any notes. The notes, the exchange note and the leases will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity or by any provider of credit enhancement.
You May Experience Reduced Returns and Delays On Your Notes Resulting From Changes in Delinquency Levels and Losses.	There can be no assurance that the historical levels of delinquencies and losses experienced by World Omni on its lease portfolio will be indicative of the performance of the leases included in the reference pool or that the levels will continue in the future. Delinquencies and losses could increase significantly for various reasons, including changes in the local, regional or national economies or due to other events.
A Bankruptcy of the Depositor, Auto Lease Finance LLC, the Servicer or the Titling Trust Could Delay or Limit Payments To You.	We have structured the transaction described in this prospectus in an effort to minimize the risk that:
	•   Auto Lease Finance LLC, World Omni Auto Leasing LLC, the titling trust and the issuing entity might be the subject of a bankruptcy or state insolvency proceeding; •    the bankruptcy or insolvency of World Omni might result in the consolidation of the assets and liabilities of any of those entities with those of World Omni; and •  the transfer of the exchange note from Auto Lease Finance LLC to World Omni Auto Leasing LLC might be recharacterized as a loan rather than a true sale, which could result in the exchange note being included in the estate of Auto Lease Finance LLC should it become the subject of a bankruptcy or insolvency proceeding.
	If these efforts are unsuccessful, you could experience delays in payments due on your notes or may suffer losses on your notes.

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Following a bankruptcy or insolvency of World Omni or Auto Lease Finance LLC, a court could conclude that the exchange note is owned by World Omni or Auto Lease Finance LLC, respectively, instead of the issuing entity. A court could reach this conclusion either because the transfer of the exchange note from Auto Lease Finance LLC to World Omni Auto Leasing LLC was not a true sale or because the court concluded that assets and liabilities of World Omni, Auto Lease Finance LLC and World Omni Auto Leasing LLC, or of Auto Lease Finance LLC and World Omni Auto Leasing LLC, should be consolidated and treated as a single estate for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you or may not ultimately receive all interest and principal due to you because of:

•        the automatic stay which prevents a creditor from exercising remedies against a debtor in bankruptcy without permission from the court; and

•       the fact that neither the issuing entity nor the indenture trustee has a perfected security interest in the vehicles or any cash collections of the leases at the time a bankruptcy proceeding begins.

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Consolidation or Disregard of Sale Following A Bankruptcy of World Omni	Any amounts paid by World Omni as servicer into the exchange note collection account in lieu of relinquished vehicle proceeds with respect to the LKE program may be recoverable as preferential transfers if World Omni were to become the subject of a bankruptcy case or proceeding and World Omni had paid those amounts within one year of the commencement of the bankruptcy case. Other payments that are made by World Omni to Auto Lease Finance LLC, World Omni Auto Leasing LLC, the titling trust or the issuing entity may also be recoverable as preferential transfers if made within one year before a World Omni bankruptcy filing.
Other Adverse Consequences of a World Omni Bankruptcy.	The insolvency of World Omni also could result in its replacement as servicer, which could temporarily interrupt payments on the notes. A bankruptcy case or an insolvency case under federal or state law against World Omni also would be an event of default under the servicing agreement, which could result in the removal of World Omni as servicer. Either type of case could delay payment to you on the notes. If payments previously made by World Omni were to be recovered as preferential transfers, you could experience delays in payment or suffer a loss on your investment in the notes. Termination of, or the failure to renew, the distributor agreement between Southeast Toyota Distributors, LLC, a wholly-owned subsidiary of JM Family Enterprises, Inc., and Toyota Motor Sales, U.S.A. could materially and adversely affect World Omni’s business or financial condition, including its ability to meet its servicing and repurchase obligations, which could result in a servicer termination event and removal of World Omni as servicer.
Adverse Consequences of A Bankruptcy or Insolvency of the Titling Trust.	We have registered the titling trust under various states’ business trust laws. This means that the titling trust may be subject to bankruptcy or state insolvency laws. If, despite the built-in structural protections, the titling trust becomes bankrupt or insolvent, then claims against its assets would be subordinate to the perfected security interest in those assets held by the closed-end collateral agent.
	For further discussion of how a bankruptcy proceeding of the titling trust, Auto Lease Finance LLC, the servicer, World Omni Auto Leasing LLC or other related entities may affect the issuing entity and the notes, we refer you to “Additional Legal Aspects of the Titling Trust and the Exchange Notes—Insolvency Related Matters” and “—Dodd-Frank Act Orderly Liquidation Authority Provisions.”

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You May Suffer Losses On Your Investment Because the Indenture Trustee Lacks Direct Ownership Interests or Perfected Security Interests In the Leased Vehicles and Interests of Other Persons In the Leases and the Leased Vehicles Could Be Superior To the Collateral Agent’s Interest.	Payments on the notes are ultimately dependent on the payments made under leases and net proceeds from the sale of the related leased vehicles allocated to the actual pool of the titling trust associated with the exchange note held by the issuing entity. Neither the issuing entity nor World Omni Auto Leasing LLC has a direct ownership interest in any lease or a direct ownership interest or perfected security interest in any leased vehicle. Because the interest of the indenture trustee—as pledgee of the issuing entity—is in the exchange note and not directly in the leases or in the leased vehicles, the indenture trustee has no direct rights relating to either the leases or the leased vehicles. If an event of default occurs under the indenture, the indenture trustee would be limited to exercising its rights relating to the exchange note, including selling it, and its rights under the other available credit enhancement. To the extent that the exercise of the indenture trustee’s rights under the exchange note and the other available credit enhancement produces insufficient funds to make all required payments for the notes, you may experience delays in payments or suffer a loss of all or part of your investment. We refer you to “The Issuing Entity—The Trust Property” and “Description of the Transaction Documents—Indenture.”
	Even though the closed-end collateral agent for the holders of exchange notes and certain other secured parties with respect to the closed-end collateral specified interest have a prior perfected security interest in the units, events or circumstances could jeopardize the interest, such as:
	•  fraud or forgery by the vehicle lessee; •  negligence or fraud by the servicer; •  mistakes by governmental agencies; •  liens for repairs or unpaid taxes; •  the exercise of legal rights of governmental agencies    under various criminal statutes; •  the application of consumer protection laws; •  rights and defenses of lessees made under the vehicle    leases; and •  bankruptcy of the lessee.
	See “Additional Legal Aspects of the Leases and the Leased Vehicles—Limitations on Collateral Agent’s and Indenture Trustee’s Lien” in this prospectus for other events that could jeopardize that interest.

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If ERISA Liens Are Placed On the Titling Trust Assets, You Could Suffer a Loss.	Liens in favor of and/or enforceable by the Pension Benefit Guaranty Corporation could attach to the units owned by the titling trust and could be used to satisfy unfunded ERISA obligations of any member of a controlled group that includes World Omni and its affiliates. However, because the closed-end collateral agent in connection with the exchange note has a prior perfected security interest in the units, these liens would not have priority over the interest of the closed-end collateral agent in the assets securing the exchange note. [As of the closing date, neither World Omni nor any of its affiliates had any material unfunded liabilities with respect to their respective defined benefit pension plans.]
	Moreover, World Omni Auto Leasing LLC believes that the likelihood of this liability being asserted against the assets of the titling trust or, if so asserted, being successfully pursued, is remote. However, you cannot be sure the units will not become subject to an ERISA liability.
	We refer you to “Additional Legal Aspects of the Leases and the Leased Vehicles—ERISA Liens and Vicarious Tort Liability” in this prospectus.
Vicarious Tort Liability May Result In a Loss.	Some states permit a party that incurs an injury involving a leased vehicle to recover damages from the owner of the vehicle merely because of that ownership. Most states, however, either prohibit these vicarious liability suits or limit the lessor’s liability to the amount of liability insurance that the lessee was required to carry under applicable law but failed to maintain.
	The Safe Accountable, Flexible, and Efficient Transportation Equity Act of 2005 (the “Transportation Act”), Pub. L. No. 109–59, provides that an owner of a motor vehicle that rents or leases the vehicle to a person shall not be liable under the law of a state or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation, or possession of the vehicle during the period of the rental or lease, if (i) the owner (or an affiliate of the owner) is engaged in the trade or business of renting or leasing motor vehicles; and (ii) there is no negligence or criminal wrongdoing on the part of the owner (or an affiliate of the owner). This provision of the Transportation Act applies to any action commenced on or after August 10, 2005. The Transportation Act is intended to preempt state and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased.
	Most state and federal courts considering whether the Transportation Act preempts state laws permitting vicarious liability have generally concluded that such laws are preempted with respect to cases commenced on or after August 10, 2005. One New York lower court, however, had reached a contrary conclusion in a case involving Nissan-Infiniti LT, a titling trust affiliated with another auto finance company. This New York court concluded that the preemption provision in the Transportation Act was an unconstitutional exercise of congressional authority under the Commerce Clause of the United States Constitution and, therefore, did not preempt New York law regarding vicarious liability. New York’s appellate court overruled the trial court and upheld the constitutionality of the preemption provision in the Transportation Act. New York’s highest court, the Court of Appeals, dismissed the appeal.  In a 2008 decision relating to a case in Florida, the U.S. Court of Appeals for the 11th Circuit upheld the

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	constitutionality of the preemption provision in the Transportation Act, and the plaintiffs’ petition seeking review of the decision by the U.S. Supreme Court was denied.  In 2010, the U.S. Court of Appeals for the 8th Circuit issued a similar decision.  While the outcome in these cases upheld federal preemption under the Transportation Act, there are no assurances that future cases will reach the same conclusion.
	In addition to the protection afforded by the Transportation Act, the closed-end collateral agent has a perfected security interest in and to the leases and related leased vehicles allocated to the closed-end collateral specified interest pursuant to the pledge and security agreement. The collateral agent’s security interest would have priority over the lien of a judgment creditor with respect to a vicarious tort liability claim. We refer you to “Additional Legal Aspects of the Leases and the Leased Vehicles—Vicarious Tort Liability” in this prospectus.
	[World Omni maintains, on behalf of the titling trust, contingent liability insurance coverage against third party claims that provides coverage with no annual or aggregate cap on the number of claims thereunder, providing primary coverage of $5 million combined single limit coverage per occurrence.] If World Omni ceases to maintain this insurance coverage or the insurance coverage protecting the titling trust is insufficient to cover, or does not cover, a material claim, that claim could be satisfied out of the proceeds of the vehicles and leases allocated to the reference pool for your notes and you could incur a loss on your investment.
	If vicarious liability imposed on the titling trust exceeds the coverage provided by its primary and excess liability insurance policies, or if lawsuits are brought against either the titling trust or World Omni involving the negligent use or operation of a leased vehicle, you could experience delays in payments due to you, or you may ultimately suffer a loss.
	For a discussion of the possible liability of the titling trust in connection with the use or operation of the leased vehicles, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles—Vicarious Tort Liability” in this prospectus.
[Class B Notes [and Class C Notes] are Subject to Greater Risk Because of Their Subordination.]	[The Class B Notes bear greater risks than the Class A Notes [ and the Class C Notes bear greater risks than the Class B Notes ] because payments of interest on and principal of the Class B Notes are subordinated, to the extent described in “Description of the Notes—Payments of Interest,” “Description of the Notes—Payments of Principal” and “Description of the Transaction Documents—Distributions on the Securities–Allocations and Distributions on the Securities” in this prospectus, to payments of interest on and principal of the Class A Notes[, and payments of interest on and principal of the Class C Notes are subordinated, to the extent described in “Description of the Notes—Payments of Interest,” “Description of the Notes—Payments of Principal” and “Description of the Transaction Documents—Distributions on the Securities–Allocations and Distributions on the Securities” in this prospectus, to payments of interest on and principal of the Class A Notes and the Class B Notes.]
	[Interest payments on the Class B Notes on each payment date will be subordinated to servicing fees and administration fees due, [payments to the asset representations reviewer, if any,] interest payments on the

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	Class A Notes, and principal payments to the Class A Notes to the extent the aggregate outstanding principal amount of the Class A Notes as of the day immediately preceding the related payment date exceeds the aggregate Securitization Value as of the last day of the prior calendar month. [Interest payments on the Class C Notes on each payment date will be subordinated to servicing fees and administration fees due, [payments to the asset representations reviewer, if any,] interest payments on the Class A Notes and the Class B Notes, and principal payments to the Class A Notes and the Class B Notes to the extent the aggregate outstanding principal amount of the Class A Notes and the Class B Notes as of the day immediately preceding the related payment date exceeds the aggregate Securitization Value as of the last day of the prior calendar month.] In addition, in the event the notes are declared to be due and payable after the occurrence of an event of default resulting from the failure to make a payment on the notes, unless such event of default has been waived or rescinded, no interest will be paid to the Class B Notes until all principal of and interest on the Class A Notes have been paid in full[,and no interest will be paid to the Class C Notes until all principal of and interest on the Class A Notes and the Class B Notes have been paid in full.]
	[Principal payments on the Class B Notes will be subordinated in priority to the Class A Notes, as described in “Description of the Notes—Payments of Principal” in this prospectus. No principal will be paid on the Class B Notes until all principal of the Class A Notes has been paid in full. In addition, principal payments on the Class B Notes will be subordinated to payments of interest on the Class A Notes and the Class B Notes. See “Description of the Notes—Payments of Principal” in this prospectus.] [Principal payments on the Class C Notes will be subordinated in priority to the Class A Notes and the Class B Notes, as described in “Description of the Notes—Payments of Principal” in this prospectus. No principal will be paid on the Class C Notes until all principal of the Class A Notes and the Class B Notes has been paid in full. In addition, principal payments on the Class C Notes will be subordinated to payments of interest on the Class A Notes, the Class B Notes and the Class C Notes. See “Description of the Notes—Payments of Principal” in this prospectus.]
	[This subordination could result in reduced or delayed payments of principal of and interest on the Class B Notes [and the Class C Notes].]
[Holders of the Class B Notes [and the Class C Notes] May Suffer Losses Because They Have Limited Control Over Actions of the Issuing Entity and Conflicts Between Classes of Notes May Occur.]	[The Class A Notes will be the “controlling securities” under the indenture while any Class A Notes are outstanding. Only after the Class A Notes have been paid in full will the Class B Notes be the controlling securities[, and only after the Class A Notes and the Class B Notes have been paid in full will the Class C Notes be the controlling securities.]
	[The rights of the controlling securities will include the following:
	• following an event of default, to direct the indenture trustee to exercise one or more of the remedies specified in the indenture relating to the property of the issuing entity; • to remove the indenture trustee and appoint a successor; and

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	• to consent to certain other actions specified in the indenture.]
	[In exercising any rights or remedies under the indenture, the controlling securities may act solely in their own interests. Therefore, holders of Class B Notes [and the Class C Notes] that are subordinated to the controlling securities will not be able to participate in the determination of any proposed actions that are within the purview of the controlling securities, and the controlling securities could take actions that would adversely affect the holders of the Class B Notes[and the Class C Notes].]
Payment Priorities May Increase Risk of Loss or Delay in Payment to Certain Notes.	Because the principal of each class of notes generally will be paid sequentially, (i) classes of Class A Notes that have higher numerical class designations will generally be outstanding longer than classes of Class A Notes that have lower numerical class designations, and, therefore, will be exposed to greater risk of losses on the units during the period after Class A Notes with lower numerical designations have been receiving most or all amounts payable on such notes, and after a disproportionate amount of credit enhancement may have been applied and not replenished[,] [and] (ii) Class B Notes will generally be outstanding longer than the Class A Notes, and, therefore, will be exposed to greater risk of losses on the units during periods after the Class A Notes have been receiving most or all amounts payable on such notes, and after a disproportionate amount of credit enhancement may have been applied and not replenished[, and (iii) Class C Notes will generally be outstanding longer than the Class A Notes and the Class B Notes, and, therefore, will be exposed to greater risk of losses on the units during periods after the Class A Notes and the Class B Notes have been receiving most or all amounts payable on such notes, and after a disproportionate amount of credit enhancement may have been applied and not replenished.]
	Further, even if there is an event of default and subsequent acceleration of the notes, principal payments will be made [first on the Class A-1 Notes until they have been paid in full and then pro rata to the other Class A Notes until they have been paid in full][to each class of Class A Notes sequentially until each class has been paid in full][, and then to the Class B Notes until they have been paid in full][, and then to the Class C Notes until they have been paid in full]. As a result, the yields of the [Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and] [the Class B Notes][and the Class C Notes], as compared to the yield on the Class [A][A-1] Notes, will be relatively more sensitive to losses on the units and the timing of such losses. If the actual rate and amount of losses exceeds historical levels, and if the available overcollateralization and available amounts from the reserve account are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss.

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[The Failure to Pay Interest on the Class B Notes is Not an Event of Default While the Class A Notes Remain Outstanding [and The Failure to Pay Interest on the Class C Notes is Not an Event of Default While the Class A Notes and the Class B Notes Remain Outstanding.]	[The indenture provides that, while the Class A Notes remain outstanding, failure to pay interest when due on the Class B Notes will not be an event of default under the indenture[, and, while the Class A Notes and the Class B Notes remain outstanding, failure to pay interest when due on the Class C Notes will not be an event of default under the indenture]. Under these circumstances, the holders of the Class B Notes [and the Class C Notes] will not have any right to declare an event of default, to cause the maturity of the notes to be accelerated or to direct or consent to any action under the indenture.]
The Notes Are Not Suitable Investments for All Investors.	Notes may not be a suitable investment if you require a regular or predictable schedule of payments or payment on any specific date. The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, the tax consequences of an investment, and the interaction of these factors.
The Geographic Concentration and Performance of the Lease Assets May Increase the Risk of Loss on Your Investment.	Lessees related to leases in the actual pool constituting approximately [  ]%, [  ]%, [  ]%, [  ]% and [  ]% of the Securitization Value as of the actual cutoff date are located in [      ], [      ], [      ], [      ]and [      ], respectively, based on the billing addresses of the lessees.
	Adverse economic conditions in a state where a large number of lessees are located could have a disproportionately significant effect on the delinquency, loss or repossession experience of the lease assets. The consequences of a significant economic downturn, including rising unemployment and continued lack of availability of credit, may lead to increased delinquency and default rates by lessees, as well as decreased consumer demand for automobiles and declining market value of the leased vehicles, which could increase the amount of a loss if the leases included in the reference pool default. These negative conditions could also have an effect on the timing and amount of principal and interest payments on the notes and you may suffer a loss. As of the actual cutoff date, World Omni’s records indicate that the billing addresses of the lessees of the lease assets in the actual pool were concentrated in the Five-State Area. Adverse economic conditions as a result of a recession in the Five-State Area, including a decline in home values, savings and investment portfolios, may affect payments on the leases from lessees residing in those states. The occurrence of natural disasters, such as hurricanes and tornadoes, or geological disasters, such as oil spills or other similar events, in those states may adversely affect lessees and leased vehicles located in those states. In addition, we may be unable to accurately assess the effect of natural disasters, such as hurricanes and tornadoes, or geological disasters, such as oil spills or other similar events, on the economy, consumer confidence, general market liquidity or on the lease assets in those states. [To be inserted if applicable — For any state or other geographic region where 10% or more of the leases assets are or will be located, description of any economic or other factors specific to such state or region that may materially impact the lease assets or pool asset cash flows.] Investors should consider the possible effects on delinquency, default and prepayment experience of the lease assets because any adverse impact as a result of a future recession, hurricane, tornado or human-caused event or any similar event may be borne by the noteholders. We refer you to “The Leases— Distribution of the Leases by Geographic Location as of the [Statistical][Actual] Cutoff Date” in this prospectus.

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[This Prospectus Provides Information Regarding the Characteristics of the Units in the Statistical Pool as of the Statistical Cutoff Date that May Differ from the Characteristics of the Units Allocated to the Reference Pool on the Closing Date as of the Actual Cutoff Date.]	[This prospectus describes the characteristics of the units in the statistical pool as of the statistical cutoff date. The units allocated to the reference pool on the closing date may have characteristics that differ somewhat from the characteristics of the leases and related leased vehicles in the statistical pool described in this prospectus. We do not expect the characteristics (as of the actual cutoff date) of the units allocated to the reference pool on the closing date to differ materially from the characteristics (as of the statistical cutoff date) of the units in the statistical pool described in this prospectus, and each unit to be allocated to the reference pool on the closing date must satisfy the eligibility criteria specified in the transaction documents. If you purchase a note, you must not assume that the characteristics of the units allocated to the reference pool on the closing date will be identical to the characteristics of the units in the statistical pool disclosed in this prospectus.]
You May Have Difficulty Selling Your Notes and/or Obtaining Your Desired Price Due to the Absence of, or Illiquidity in, a Secondary Market for Such Notes and Because of General Global Economic Conditions.	[The notes will not be listed on any securities exchange. Therefore, in order to sell your notes, you will need to find a willing buyer.  The underwriters have advised World Omni and the depositor that they intend to act as market makers for the notes [(other than any Class [  ] Notes that are retained by the depositor or one or more affiliates thereof)]. However, the underwriters are not obligated to do so and may discontinue any market making at any time without notice. Accordingly, no assurance can be given as to the liquidity of any trading market for the notes. Currently, no secondary market exists for the notes. The absence of a secondary market could inhibit your ability to sell your notes. If you want to sell your notes you must locate a purchaser that is willing to purchase those notes.]
	[For several years after the 2008 financial crisis, major disruptions in the global financial markets caused a significant reduction in liquidity in the secondary market for asset-backed securities. While conditions in the financial markets and the secondary markets have improved, periods of illiquidity could occur again and affect the secondary market, thereby adversely affecting the market value of your notes and your ability to locate a willing purchaser.  Furthermore, the global financial markets may experience volatility due to disruptions in oil and other commodity markets and have experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries.  Concerns regarding sovereign debt may spread to other countries at any time.  There can be no assurance that this volatility or uncertainty will not lead to disruption of the credit markets in the United States. Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you could suffer a loss on your investment.]
	In addition, the issuance and offering of the notes does not comply with the requirements of Articles 404-410 of Regulation (EU) No. 575/2013 of the European Parliament of the Council of June 26, 2013, known as the Capital Requirements Regulation (“CRR”), which include risk retention and due diligence requirements in respect of credit institutions and investment firms subject to regulation in a member state of the European Economic Area, and certain affiliates of such institutions, which invest in or otherwise assume exposure to the credit risk of securitizations. Moreover, Section 5 of Chapter III of the regulation implementing the EU Alternative Investment Fund Managers Directive (“AIFMD”), which generally became effective on July 22, 2013,

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introduced risk retention and due diligence requirements in respect of alternative investment fund managers (i) which are required to become authorized under that directive and (ii) which assume exposure to the credit risk of a securitization on behalf of one or more alternative investment funds. Similar regulatory requirements are being or expected to be implemented for investments in or exposures to securitizations by other types of investors subject to regulation in the European Economic Area, including insurance and reinsurance companies and undertakings for collective investment in transferable securities (UCITS) funds.  Such pending or expected regulatory requirements, when implemented, may apply to investments in securities already issued, including the notes.  The requirements for different types of regulated investors are not identical to those in CRR, and, in particular, additional due diligence obligations apply to alternative investment fund managers and will apply to insurance and reinsurance companies.  Lack of compliance with the CRR or the AIFMD or similar regulatory requirements with respect to investments in securitizations may preclude certain investors regulated in the European Union and certain affiliates of such regulated investors from purchasing the notes. Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes or you may suffer a loss on your investment.

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The Return on Your Notes May be Reduced Due to Varying Economic Circumstances and/or an Economic Downturn.	A deterioration in economic conditions and certain economic factors could adversely affect the ability and willingness of obligors to meet their payment obligations under the leases. Economic conditions could deteriorate in connection with an economic recession, rising oil prices, housing price declines, terrorist events, extreme weather conditions or other events. As a result of any deterioration of economic conditions, you may experience payment delays and losses on your notes. An improvement in economic conditions could result in prepayments by the lessees of their payment obligations under the leases. As a result, you may receive principal payments of your notes earlier than anticipated. In addition, a general economic downturn may adversely affect the performance of the leases. During periods of economic slowdown or recession, delinquencies, defaults, repossessions and losses generally increase. High unemployment and a general reduction in the availability of credit may lead to increased delinquencies and defaults by lessees. Further, these periods may also be accompanied by decreased consumer demand for motor vehicles and declining values of leased vehicles, which increases the amount of a loss in the event of default or upon lease termination. Significant increases in the inventory of used motor vehicles during periods of economic slowdown or recession may also depress the prices at which repossessed motor vehicles or returned leased vehicles may be sold or delay the timing of these sales. No prediction or assurance can be made as to the effect of an economic downturn or economic growth on the rate of delinquencies, prepayments and/or losses on the leases.
Existing Legislation and Future Regulatory Reforms Could Have An Adverse Effect On World Omni’s Business and Operating Results.	Due to the current economic and political environment, World Omni and other financial institutions face the prospect of increased regulation and regulatory scrutiny. The financial services industry is likely to see increased disclosure obligations, restrictions on pricing and enforcement proceedings through the Dodd-Frank Wall Street Reform and Consumer Protection Act and other similar legislation. There can be no assurance that new requirements, or any subsequent implementing regulations, bulletins or other guidance, will not have an adverse impact on the servicing of the units, on World Omni’s securitization programs or on the regulation and supervision of World Omni, the depositor or any issuing entity. The potential impact of such legislation and resulting regulations may include increased cost of operations due to greater regulatory oversight, supervision and examination and limitations on World Omni’s ability to expand product and service offerings due to stricter consumer protection laws and regulations.
	Compliance with applicable law is costly and can affect operating results. Compliance requires forms, processes, procedures, controls and the infrastructure to support these requirements. Compliance may create operational constraints and place limits on pricing. Laws in the financial services industry are designed primarily for the protection of consumers. The failure to comply could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to World Omni’s reputation, brand and valued customer relationships.

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Federal Financial Regulatory Legislation Could Have an Adverse Effect on World Omni, the Titling Trust, the Initial Beneficiary, the Depositor and the Issuing Entity, Which Could Result in Losses or Delays in Payments on Your Notes.	The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) took effect on July 22, 2010. The Dodd-Frank Act, among other things: •  created the Consumer Financial Protection Bureau (“CFPB”), an agency responsible for administering and enforcing the laws and regulations for consumer financial products and services;
	•  created a new framework for the regulation of over-the-counter derivatives activities; •  strengthened the regulatory oversight of securities and capital markets activities by the Securities and Exchange Commission (the “SEC”); and •  created a liquidation framework for the resolution of bank holding companies and other non-bank financial companies defined as “covered financial companies.”
	The Dodd-Frank Act affects the offering, marketing and regulation of consumer financial products and services offered by financial institutions, which includes World Omni or its affiliates. The CFPB has broad supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions. The CFPB recently issued a final rule defining which non-depository institutions would be considered “larger participants” in the market for automobile financing. Under the definitions included in the final rule, World Omni will be considered a larger participant and therefore will become subject to the direct supervisory and examination authority of the CFPB. Two of the primary purposes of the CFPB are to ensure that consumers receive clear and accurate disclosures regarding financial products and to protect consumers from discrimination and unfair, deceptive and abusive acts or practices (“UDAAP”). CFPB regulation, inquiries and related enforcement actions, including the CFPB’s application of UDAAP principles and supervision of World Omni by the CFPB, may increase World Omni’s compliance costs, require changes in World Omni’s business practices, affect World Omni’s competitiveness, impair World Omni’s profitability, harm World Omni’s reputation or otherwise adversely affect World Omni’s business.
	The CFPB and the Federal Trade Commission (the “FTC”) are actively investigating the products, services and operations of credit providers, including banks and other finance companies engaged in auto finance activities. Many nonbank automobile finance companies, including World Omni, are subject to the CFPB’s examination and direct supervision.  The CFPB has been reviewing the actions of indirect auto finance companies with regard to pricing and other activities and the CFPB has recently taken action against, and entered into settlements with, several such companies under applicable federal or state consumer protection laws. Additionally, there have been recent news reports indicating that the CFPB is investigating banks and finance companies over the sale and financing of extended warranties and other add-on products. Both the FTC and CFPB have announced various enforcement actions against lenders and finance companies over the last few years

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involving significant penalties, cease and desist orders and similar remedies that, if applicable to auto finance providers and the type of products, services and operations offered by World Omni, may require it to cease or alter certain business practices, which could have a material adverse effect on its financial condition and results of operations.  If any of World Omni’s practices were found to violate the Equal Credit Opportunity Act or other laws, the related lease may be required to be transferred from the reference pool and Auto Lease Finance LLC would then be obligated to deposit an amount equal to the related repurchase payment into the exchange note collection account.  In addition, the titling trust, World Omni, Auto Lease Finance LLC, the depositor or the issuing entity could become subject to claims by the obligors on those contracts, and any relief granted by a court could potentially adversely affect the issuing entity.

The Dodd-Frank Act increases the regulation of the securitization markets. For example, it will require securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they securitize or originate. It also gives broader powers to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities.

Compliance with the implementing regulations under the Dodd-Frank Act or the oversight of the SEC or CFPB may impose costs on, create operational constraints for, or place limits on pricing with respect to finance companies such as World Omni or its affiliates. No assurance can be given that these new requirements imposed by the Dodd-Frank Act, or any subsequent implementing regulations, bulletins or other guidance, will not have a significant impact on the servicing of the leases and leased vehicles, on the regulation and supervision of World Omni, as an originator or servicer, the depositor, the issuing entity or their respective affiliates.

Additionally, no assurances can be given that the liquidation framework for the resolution of “covered financial companies” would not apply to World Omni or its affiliates, including the titling trust, the initial beneficiary, the depositor and the issuing entity. See “Additional Legal Aspects of the Titling Trust and the Exchange Notes—Dodd-Frank Act Orderly Liquidation Authority Provisions—Potential Applicability to World Omni, the Initial Beneficiary, the Depositor and the Issuing Entity” in this prospectus.

If the Federal Deposit Insurance Corporation (the “FDIC”) were appointed receiver of World Omni, the titling trust, the initial beneficiary, the depositor or the issuing entity under the Orderly Liquidation Authority provisions (“OLA”) of the Dodd-Frank Act, the FDIC could repudiate contracts deemed burdensome to the estate, including secured debt. World Omni has attempted to structure each of the transfers of the exchange note to the initial beneficiary, the depositor and the issuing entity as a valid and complete sale under applicable state law and under the Bankruptcy Code to mitigate the risk of the recharacterization of the sale as a security interest to secure debt of the initial beneficiary. Any attempt by the FDIC to recharacterize the transfer of the exchange note as a security interest to secure debt that the FDIC then repudiates would cause delays in payments or losses on the notes. In addition, if the issuing entity were to become subject to OLA, the FDIC may repudiate the debt of the issuing entity and the related noteholders would have a secured claim in the receivership of

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the issuing entity. Also, if the issuing entity were subject to OLA, noteholders would not be permitted to accelerate the debt, exercise remedies against the collateral or replace the servicer without the FDIC’s consent for 90 days after a receiver is appointed. As a result of any of these events, delays in payments on the exchange note and the notes would occur and possible reductions in the amount of those payments could occur. See “Additional Legal Aspects of the Titling Trust and the Exchange Notes—Dodd-Frank Act Orderly Liquidation Authority Provisions—FDIC’s Repudiation Power Under OLA” in this prospectus.

In addition, and also assuming that the FDIC were appointed receiver of World Omni, the titling trust, the initial beneficiary, the depositor or the issuing entity under OLA, the FDIC could avoid transfers of the leases that are deemed “preferential.” If the transfer were voided as a preference under OLA, noteholders would have only an unsecured claim in the receivership for the purchase price of the note. Although the FDIC has issued a final rule to the effect that the preference provisions of OLA should be interpreted in a manner consistent with those of the Bankruptcy Code, the application of the provisions remains uncertain. See “Additional Legal Aspects of the Titling Trust and the Exchange Notes—Dodd-Frank Act Orderly Liquidation Authority Provisions—FDIC’s Avoidance Power Under OLA” in this prospectus.

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Withdrawal or Downgrade of the Initial Ratings of the Notes Will, and the Issuance of Unsolicited Ratings on Your Notes or any Adverse Changes to a Hired Rating Agency, May Affect the Prices for the Notes Upon Resale.	The depositor expects that the notes [(other than the Class [__] Notes)] will receive ratings from [two] nationally recognized statistical rating organizations, or “NRSROs,” hired by the sponsor to rate the notes. A note rating is not a recommendation by a rating agency that you buy, sell or hold notes. Similar ratings on different types of notes do not necessarily mean the same thing. You are encouraged to analyze the significance of each rating independently from any other rating. Any rating agency may change its rating of the notes after the notes are issued if that rating agency believes circumstances have changed. A rating downgrade may reduce the price that a subsequent purchaser will be willing to pay for the notes. Ratings on the notes will be monitored by the rating agencies hired by the sponsor while the notes are outstanding. There is no assurance that a rating will remain for any given period of time, that a rating agency rating the notes will not lower or withdraw its rating if in its judgment circumstances in the future so warrants or that notice of a lowering, qualification or withdrawal will be provided to the noteholders. Ratings initially assigned to the notes will be paid for by the sponsor. The sponsor is not aware that any other NRSRO, other than the NRSROs hired by the sponsor to rate the notes, has assigned ratings on the notes. SEC rules state that the payment of fees by the sponsor, the issuing entity or an underwriter to rating agencies to issue or maintain a credit rating on asset-backed securities is a conflict of interest for rating agencies. In the view of the SEC, this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to the rating agencies. Under SEC rules, information provided by the sponsor or the underwriters to a hired NRSRO for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each non-hired NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned to the notes even if such parties are aware of such unsolicited ratings. NRSROs, including the hired rating agencies, may have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.
	Furthermore, Congress or the SEC may determine at some point in the future that any NRSRO that assigns ratings to the notes no longer qualifies as a nationally recognized statistical rating organization for purposes of the federal securities laws and that determination may also have an adverse effect on the market price of the notes.
	Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the lessees on the leases included in the related reference pool and the credit enhancement on the notes, and not

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	to rely solely on the ratings on the notes.
The Timing of Principal Payments Is Uncertain and You May Suffer Losses or Reinvestment Risk if an Event of Default Occurs Under the Indenture.	The amount of distributions of principal on the notes and the timing of when you receive those distributions depends on the rate of prepayments, defaults and early terminations relating to the leases, which cannot be predicted with certainty. Each of these early terminations and unscheduled payments will have the effect of shortening the average life of your notes. In addition, you will bear the risk of slower principal payment due to delinquent payments by lessees. If an event of default occurs under the indenture and the maturity dates of the notes are accelerated, the indenture trustee may sell the exchange note and prepay the notes before their respective legal final maturity dates. You will bear any reinvestment risk resulting from a faster or slower rate of payment on the leases. You may not be able to reinvest any principal paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on your notes. You also may not be paid the principal amount of your notes in full if the assets of the issuing entity are insufficient to pay the total principal amount of the notes.
	[The acceleration of the maturity dates of the notes will change the priority of principal payments on the notes. After an event of default due to the failure to pay interest on or principal of any notes when due and payable occurs resulting in an acceleration of the maturity dates of the notes under the indenture, distributions in respect of principal to holders of the Class A Notes will not be paid sequentially. Instead, following the payment of accrued and unpaid interest on the notes, the Class A-1 Notes will be paid first, and the remaining classes of the Class A Notes will be paid proportionally, based on the outstanding principal amount of each class. No amounts will be paid on the Class B Notes following an acceleration until all the Class A Notes have been paid in full[, and no amounts will be paid on the Class C Notes following an acceleration until all the Class A Notes and the Class B Notes have been paid in full].] For more information about the risks described above, we refer you to “Prepayment and Yield Considerations—Weighted Average Life of the Securities” in this prospectus.

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The Concentration of Leased Vehicles to Particular Models Could Negatively Affect the Pool Assets.	As of the actual cutoff date, [      ], [      ], [      ], [      ] and [      ] represent approximately [      ]%, [      ]%, [      ]%, [      ]% and [      ]% of the aggregate Securitization Value of the actual pool, and the remaining approximately [      ]% of the aggregate Securitization Value of the actual pool, as of the actual cutoff date, represents all other Toyota [and Scion branded] vehicles. Any adverse change in the value of a specific model type would reduce the proceeds received at disposition of a related leased vehicle. As a result, you may incur a loss on your investment.
Used Car Market Factors May Increase the Risk of Loss on Your Investment.	The used car market is affected by supply and demand, consumer tastes, economic factors and manufacturer decisions on pricing of new car models. For instance, introduction of a new model by Toyota or its affiliates may impact the resale value of the existing portfolio of similar model types. Discount pricing incentives or other marketing incentive programs on new cars by Toyota or by its competitors, or by Southeast Toyota Distributors, LLC or World Omni, that effectively reduce the prices of new cars may have the effect of reducing demand by consumers for used cars. Other factors that are beyond the control of the issuing entity, the depositor and the servicer could also have a negative impact on the resale value of a vehicle. In particular, changes in the price of gasoline may have the effect of lowering demand for certain vehicle models and may lower the resale value of such models. If the proceeds actually realized upon the sale of the leased vehicles are substantially lower than base residual values of the vehicles, you may suffer a loss on your investment.
Increased Turn-in Rates May Increase Losses.	Under each lease, the lessee may elect to purchase the related vehicle at the expiration of the lease for an amount generally equal to the contract residual value established at the inception of the lease. Lessees who decide not to purchase their related vehicles before or at lease expiration will expose the issuing entity to possible losses if the sale prices of those vehicles in the used car market are less than their respective base residual values. The level of turn-ins at termination of the leases could be adversely affected by lessee views on vehicle quality, the relative attractiveness of new vehicle models available to the lessees, sales and lease incentives offered with respect to other vehicles (including those offered by World Omni), the level of the purchase option prices for the related vehicles compared to new and used vehicle prices and economic conditions generally. The granting of extensions and the early termination of leases by lessees may affect the number of turn-ins in a particular month. If losses resulting from increased turn-ins exceed the credit enhancement for your notes, you may suffer a loss on your investment.
You May Experience Reduced Returns and Delays on Your Notes Resulting From a Vehicle Recall.	Lessees that lease motor vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, their lease payments. Significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed motor vehicles or turn-ins may be sold or delay the timing of those sales in the used car market. If the default rate on the leases in the related reference pool increases and the price at which the related vehicles may be sold declines, you may experience losses with respect to your notes. If any of these events materially affect collections on the units in the related reference pool, you may experience delays in payments or principal losses on your notes. See also “—Increased Turn-in Rates May Increase Losses” in this prospectus.

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The Return On Your Notes Could Be Reduced By Shortfalls Due To Military Action.	The effect of any current or future military action by or against the United States, as well as any future terrorist attacks, on the performance of the leases is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the leases and the leased vehicles.
	The Servicemembers Civil Relief Act (“SCRA”) and similar state laws may provide relief to members of the military on active duty, including reservists or national guard members, who have entered into an obligation, such as a lease contract for a lease of a vehicle, before entering into military service and provide that under some circumstances the lessor may not terminate the lease contract for breach of the terms of the contract, including non–payment. Furthermore, under the SCRA, a lessee may terminate a lease of a vehicle at anytime after the lessee’s entry into military service or the date of the lessee’s military orders (as described below) if (i) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days (or who enters military service under a call or order specifying a period of 180 days or less and who, without a break in service, receives orders extending the period of military service to a period of not less than 180 days); or (ii) the lessee, while in military service, executes a lease of a vehicle and thereafter receives military orders (a) for a change of permanent station from a location in the continental United States to a location outside the continental United States, or (b) for a permanent change of station from a location in a State (as defined in the SCRA) outside the continental United States to a location outside that State, or (c) to deploy with a military unit, or as an individual in support of a military operation, for a period of not less than 180 days. No early termination charges may be imposed on the lessee for such termination. No information can be provided as to the number of leases that may be affected by these laws. In addition, these laws may impose limitations that would impair the ability of the servicer to repossess a vehicle under a defaulted lease during the related lessee’s period of active duty and, in some cases, may require the servicer to extend the lease termination date of the lease contract, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the lessee’s military service. It is not clear that the SCRA would apply to leases such as the leases allocated to the reference pool. If a lessee’s obligation to make lease payments is reduced, adjusted or extended, or if the lease is terminated early and no early termination charge is imposed, the servicer will not be required to advance those amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes.
	For more information regarding the effect of the SCRA and other similar legislation, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles—Consumer Protection Law” in this prospectus.

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Leases That Fail To Comply With Consumer Protection Laws May Be Unenforceable, Which May Result In Losses On Your Investment.	Numerous federal and state consumer protection laws, including the federal Consumer Leasing Act of 1976 and Regulation M promulgated thereunder, impose requirements on retail lease contracts. The failure by the titling trust to comply with these requirements may give rise to liabilities on the part of the titling trust (as lessor under the leases). Further, many states have adopted “lemon laws” that provide vehicle users certain rights in respect of substandard vehicles. A successful claim under a lemon law could result in, among other things, the termination of the related lease and/or the requirement that all or a portion of payment previously paid by the lessee be refunded. Auto Lease Finance LLC will make representations and warranties that each lease complies with all requirements of applicable law in all material respects. If any such representation and warranty proves incorrect, has certain material and adverse effects on the exchange note, and is not timely cured, Auto Lease Finance LLC will be required to make a reallocation payment in respect of the related lease and leased vehicle and reallocate the related lease and related leased vehicle out of the related reference pool. To the extent that Auto Lease Finance LLC fails to make such a reallocation payment, or to the extent that a court holds the titling trust liable for violating consumer protection laws regardless of such a repurchase, a failure to comply with consumer protection laws could result in required payments by the titling trust. If sufficient funds are not available to make both payments to lessees and on the exchange notes, you may suffer a loss on your investment in the notes.
	We refer you to “Additional Legal Aspects of the Leases and the Leased Vehicles—Consumer Protection Law” in this prospectus.
Commingling By the Servicer May Result In Delays and Reductions In Payments On Your Notes.	So long as World Omni is servicer, if each condition to making monthly deposits as may be required by the servicing agreement (including World Omni receiving notice from each hired rating agency that the cessation of daily deposits will not result in a reduction or withdrawal of the then current rating of the notes) is satisfied, World Omni, as the servicer, after identifying the applicable specified interest and reference pool, unencumbered pool or warehouse facility pool, may retain all payments on the leases with respect to a reference pool received from the related lessees and all proceeds relating to the leases and the leased vehicles collected during a collection period until the business day preceding the related payment date. During this time, the servicer may invest such amounts at its own risk and for its own benefit and need not segregate such amounts from its own funds. On or before the business day preceding a date on which payments are due to be made on a series of securities, the servicer must deposit into the related collection account, all payments on the leases received from the lessees and all proceeds relating to the leases and the leased vehicles collected during the related collection period.
	To the extent the servicer does not satisfy the monthly remittance conditions, the servicer is required to deposit the collections into the exchange note collection account within two business days of receipt of those collections and identification of the account(s) and obligor(s) to which those collections relate. During such two business days, the servicer need not segregate such amounts from its own funds.
	If the servicer is unable to deposit these amounts into the collection account, you might incur a loss on your securities.

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Because the Notes Are In Book-Entry Form, Your Rights Can Only Be Exercised Indirectly.	Because the notes will be issued in book-entry form, you will be required to hold your interest in your securities through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme, or the Euroclear System in Europe. Transfers of interests in the notes within The Depository Trust Company, Clearstream or Euroclear must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a physical note representing your interest. The notes will remain in book-entry form except in the limited circumstances described under the caption “Registration of the Notes—Book-Entry Registration.”
	Unless and until the notes cease to be held in book-entry form, the trustee will not recognize you as a “noteholder” or “certificateholder.” As a result, you will only be able to exercise the rights of securityholders indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream and Euroclear (in Europe) and their participating organizations. Holding the notes in book-entry form could also limit your ability to pledge your notes to persons or entities that do not participate in The Depository Trust Company, Clearstream or Euroclear and to take other actions that require a physical note representing the notes. Interest and principal on the notes will be paid by the issuing entity to The Depository Trust Company as the record holder of the notes while they are held in book-entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to securityholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the issuing entity.
[The Depositor or One or More Affiliates Thereof May Initially Retain All or a Portion of One or More Classes of Notes on the Closing Date, Which May Reduce the Liquidity of Your Class [    ] Notes, as applicable, and Subsequent Sales of any Such Retained Notes May Adversely Affect Their Market Price and Your Voting Power.]	[The amount of each class of notes sold to investors as contemplated by this prospectus, if any, and the amount of such class of notes retained by the depositor or one or more affiliates thereof, if any, may not be known until the day of pricing. Therefore, investors should not expect further disclosure of this matter prior to their entering into commitments to purchase notes of any class. A significant reduction in liquidity in the secondary market for your Class [   ] Notes may result if the depositor or one or more affiliates thereof retain a large principal amount of such notes. In addition, if any retained notes are subsequently sold in the secondary market, the demand for and market price of notes already in the market could be adversely affected and the voting power of the noteholders of the outstanding notes may be diluted.]
[Risks Associated With Unknown Allocation Between Class [   ][-[  ]]a Notes and Class [  ][-[  ]]b Notes.]	[The allocation of the principal balance between any Class [  ][-[  ]]a Notes and any Class [  ][-[  ]]b Notes may not be determined until the day of pricing. Therefore, investors should not expect disclosure of this allocation prior to their entering into commitments to purchase these classes of notes.
	The higher the initial principal balance of the floating rate Class [  ][-[  ]]b Notes, the greater the issuing entity’s exposure will be to increases in the floating rate payable on the Class [  ][-[  ]]b Notes. See “Risk Factors— The Issuing Entity May Issue Floating Rate Class [   ] Notes, but the Issuing Entity Will Not Enter into any Interest Rate [Swaps][Caps] and You May Suffer Losses on Your Notes if Interest Rates Rise” in this prospectus.  Moreover, a reduction in liquidity in the secondary market for any Class [  ][-[  ]]a Notes or Class [  ][-[  ]]b

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Notes may result if the Class [  ][-[  ]]a Notes or Class [  ][-[  ]]b Notes, if any, have a small principal balance as compared to the Class [  ][-[  ]]b Notes or Class [  ][-[  ]]a Notes, respectively.]

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[Failure by the [Swap][Cap] Counterparty to Make Payments to the Issuing Entity and the Seniority of Payments Owed to the Swap Counterparty Could Reduce or Delay Payments on the Notes.]	[As described further in the “Description of the Transaction Documents—Interest Rate Protection Agreement,” if the issuing entity issues any floating rate notes, it will enter into one or more interest rate [swaps][caps] because the exchange note held by the issuing entity will bear interest at a fixed rate while [the Class [ ] Notes], if any, will bear interest at a floating rate based on One-Month LIBOR.] [During any period in which the amount based on the floating One-Month LIBOR-based rate payable by the swap counterparty is substantially greater than the amount based on the fixed rate payable by the issuing entity, the issuing entity will be more dependent on receiving payments from the swap counterparty in order to make payments on the notes. In addition, if the interest rate swaps are terminated, the swap counterparty may be obligated to make a termination payment to the issuing entity, which could be substantial.][During any period in which the amount of interest on any class or tranche of floating rate notes based on the floating One-Month LIBOR rise above the strike level on the interest rate cap, the issuing entity will be more dependent on receiving payments from the cap counterparty in order to make payments on the notes. In addition, if the interest rate caps are terminated, the cap counterparty may be obligated to make a termination payment to the issuing entity, which could be substantial.] If the [swap][cap] counterparty fails to pay any amount due to the issuing entity, you may experience delays and/or reductions in the interest and principal payments on your notes. [If the [swap][cap] counterparty fails to make a termination payment owing to the issuing entity, the issuing entity may not be able to enter into replacement interest rate [swaps][caps] [and to the extent that the interest rate on [the Class [ ] Notes] exceeds the fixed rate that the issuing entity would have been required to pay the swap counterparty under the interest rate swaps, the amount available to pay principal of and interest on the notes will be reduced].] [During any period in which the amount based on the floating rate payable by the swap counterparty is less than the amount based on the fixed rate payable by the issuing entity, the issuing entity will be obligated to make payments to the swap counterparty. In addition, if the interest rate swaps are terminated, the issuing entity may be obligated to make a termination payment to the swap counterparty, which could be substantial. The swap counterparty will have a claim on the assets of the issuing entity for the monthly swap payment amount due, if any, to the swap counterparty under the interest rate swaps. The swap counterparty’s claim other than with respect to termination payments may be higher than or equal in priority to payments on the notes. If there is a shortage of funds available on any payment date, you may experience delays and/or reductions in interest and principal payments on your notes.]
[The Issuing Entity May Issue Floating Rate Class [   ] Notes, but the Issuing Entity Will Not Enter into any Interest Rate [Swaps][Caps] and You May Suffer Losses on Your Notes if Interest Rates Rise.]	[The exchange note held by the issuing entity will bear interest at a fixed rate while any floating rate Class [      ] Notes will bear interest at a floating rate based on one-month LIBOR plus the applicable spread.  The issuing entity will not enter into any interest rate [swaps][caps] or other derivative transactions in connection with the issuance of any floating rate Class [      ] Notes.]
	[If the floating rate payable by the issuing entity in respect of any Class [      ] Notes is substantially greater than the fixed rate received on the exchange note, the issuing entity may not have sufficient funds to make

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	payments on the notes, including the Class [      ] Notes. If the issuing entity does not have sufficient funds to make required payments on the notes, you may experience delays or reductions in the interest and principal payments on your notes.
	If one-month LIBOR rises or other conditions change materially after the issuance of the notes, you may experience delays or reductions in interest and principal payments on your notes.  The issuing entity will make payments on any Class [      ] Notes out of its generally available funds—not solely from funds that are dedicated to any Class [      ] Notes. Therefore, an increase in one-month LIBOR would reduce the amounts available for distribution to holders of all notes, not just the holders of any Class [      ] Notes.]
[The Outcome of LIBOR Manipulation Claims May Have An Adverse Impact On Your Class [  ] Notes.]	[The interest rates to be borne by the Class [      ] Notes are based on a spread over one-month LIBOR. The London Interbank Offered Rate, or LIBOR, serves as a global benchmark for home mortgages, student loans and what various issuers pay in many other transactions to borrow money. On September 28, 2012, Britain’s Financial Services Authority recommended that the British Bankers' Association be removed from its rate-setting responsibility and proposed additional reforms in connection with the determination of LIBOR. In July 2013, a subsidiary of the parent company of the New York Stock Exchange was appointed to take over the administration of LIBOR in 2014. Following the acquisition of the parent company of the New York Stock Exchange, the appointment of the subsidiary, renamed ICE Benchmark Administration Limited, became effective and such entity assumed the administration of LIBOR. No assurance can be provided that the rate-setting process for LIBOR will not be affected by similar conduct in the future, or that the investigations into the rate-setting process will not result in changes in the process used to determine LIBOR, each of which could adversely affect the interest rate on the Class [ ]-[ ] Notes or could result in a disruption in the rate-setting process. In addition, no assurance can be provided that LIBOR accurately represents the offered rate applicable to loans in U.S. dollars for a one-month period between leading European banks or that LIBOR’s prominence as a benchmark interest rate will be preserved. No prediction can be made as to future levels of the one-month LIBOR index or as to the timing of any changes thereto, each of which will directly affect the yield of the Class [ ]-[ ] Notes.]

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THE SERVICER, SPONSOR AND ADMINISTRATOR

General

World Omni is a Florida corporation and a wholly-owned subsidiary of JM Family Enterprises, Inc., a Delaware corporation (“JMFE”). JMFE, through its subsidiaries, provides a full range of automotive-related distribution and financial services to Toyota [and Scion] dealerships in the Five-State Area. Financial services are also provided to other dealerships throughout the United States. The principal executive offices of World Omni are located at 190 Jim Moran Blvd., Deerfield Beach, Florida 33442 and its telephone number is (954) 429-2200.

World Omni provides retail installment sale contract and lease financing to retail customers of Toyota [and Scion] automotive dealers within the Five-State Area. World Omni services automobile and light-duty truck retail installment sale contracts and leases for its own account and the account of third parties. World Omni also provides wholesale floorplan financing and capital and mortgage loans to some Toyota [and Scion] dealers, and their affiliates, in the Five-State Area.

Southeast Toyota Distributors, LLC, which is a wholly-owned subsidiary of JMFE and a World Omni affiliate, is the exclusive distributor of Toyota [and Scion] cars and light-duty trucks, parts and accessories in the Five-State Area. Southeast Toyota Distributors, LLC distributes Toyota [and Scion] vehicles pursuant to a distributor agreement, which first was entered into in 1968 and has been renewed through October 2019, with Toyota Motor Sales, U.S.A. Inc., a California corporation. World Omni has provided financial services to Toyota [and Scion] dealers in the Five-State Area since 1982, operating under the name “Southeast Toyota Finance” since 1996.

As of [__], 20[__], [__], 20[__], [__], 20[__], [__], 20[__] and [__], 20[__], World Omni and its affiliates’ portfolio had [__],[__],[__],[__] and [__] leases outstanding, respectively. The aggregate principal balances of leases at the above dates were approximately $[__] billion, $[__] billion, $[__] billion, $[__] billion and $[__] billion, respectively.

World Omni will service the Titling Trust assets, including the leases and leased vehicles included in the Reference Pool related to the transaction contemplated by this prospectus. World Omni’s experience in and overall procedures for servicing of leases are further described under “—Securitization Experience” and “—Servicing” below. For additional information about World Omni’s responsibilities as Servicer for this transaction, you should also refer to “Description of the Transaction Documents”.

World Omni, in its capacity as Administrator under the administration agreement to be dated as of the Closing Date (the “Administration Agreement”), will perform the administrative obligations required to be performed by the Issuing Entity under the Indenture or Trust Agreement, as applicable, and the other transaction documents and will provide additional services as are prescribed under the terms of the other transaction documents. Significant duties of the Administrator will be to monitor the performance of the Issuing Entity and to advise the Owner Trustee when action is necessary to comply with the respective duties and obligations of the Issuing Entity and the Owner Trustee under the transaction documents. Except as otherwise noted in the transaction documents, the Administrator will not be obligated to make any payments to the persons in whose name a Note is registered on the note register (“Noteholders”) under any of the transaction documents. As compensation for the performance of the Administrator’s obligations under the Administration Agreement and as reimbursement for its expenses related thereto, the Administrator will be entitled to an administration fee with respect to each Collection Period equal to 1/12 of [0.05]% of the aggregate Securitization Value as of the first day of the related Collection Period. The administration fee payable to the Administrator on the initial Payment Date with respect to the initial Collection Period will be pro-rated, however, to compensate for the length of the initial Collection Period [not] being [longer than] one month. The administration fee in respect of a Collection Period will be paid to the Administrator on the related Payment Date out of collections before any amounts are made available to make payments to the Noteholders.

World Omni is the Sponsor of, and has participated in the structuring of, the securitization transaction contemplated by this prospectus. As Sponsor, World Omni will also be responsible for selecting the trustees and Asset Representations Reviewer party to the transaction described in this prospectus and paying the expenses of forming the Issuing Entity, legal fees of some transaction parties, rating agency fees for rating the Notes and other transaction expenses. World Omni will select the leases and leased vehicles allocated to the Reference Pool for this

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securitization transaction using the criteria described in “The Leases—Characteristics of the Leases—Eligibility Criteria and Portfolio Characteristics.”

[Provide information regarding the sponsor’s financial condition to the extent required by Item 1104(f) or 1110(c) of Regulation AB].

Securitization Experience

World Omni has been engaged in the securitization of assets since 1986. World Omni’s first public lease securitization transaction in 1992 involved approximately $150 million of lease contracts. From 1992 through [__], World Omni securitized an aggregate of approximately $[__] billion of lease receivables in public securitization transactions. As of the date of this prospectus, World Omni has also sponsored more than [__] public securitizations of retail installment sale contracts, leases and dealer floorplan receivables. World Omni’s most recently completed public lease securitization transaction in [__] involved leases and leased vehicles with an aggregate Securitization Value of approximately $[__] million. World Omni’s experience in and overall procedures for originating and underwriting leases are described further under “—Origination, Underwriting and Purchasing” and “—Underwriting Standards” below in this prospectus. [None of the asset-backed securities offered in the lease securitization program have experienced any losses or events of default and World Omni has never taken any action out of the ordinary in any transaction to prevent losses or events of default.]

Repurchases of Leases in Prior Securitized Lease Pools

The transaction documents for prior securitizations of leases and leased vehicles sponsored by World Omni contain covenants requiring the reallocation of an underlying lease and related leased vehicle from the related reference pool for the breach of a representation or warranty. World Omni, as securitizer, discloses, in a report on Form ABS-15G, all fulfilled and unfulfilled reallocation requests for securitized leases that were the subject of a demand to reallocate. [In the three year period ended [ ], 20[ ], there was no activity to report with respect to any demand to reallocate leases from the reference pool under any such prior securitization sponsored by World Omni.] World Omni filed its most recent report on Form ABS-15G with the SEC pursuant to Rule 15Ga-1 on [      ]. World Omni’s CIK number is 0001004150. For additional information about obtaining a copy of the report on Form ABS-15G, you should refer to “Incorporation of Certain Information By Reference” in this prospectus.

[Note: to the extent the most recent Form ABS-15G filing indicates repurchase activity, a table will be included to illustrate the details disclosed on such filing.]

Origination, Underwriting and Purchasing

Use of Titling Trust. World Omni uses a Titling Trust to facilitate its leasing business. For more information about the Titling Trust, see “The Titling Trust.” As Servicer, World Omni is responsible for causing the Titling Trust to purchase closed-end leases and leased vehicles from Toyota [and Scion] dealers in the Five-State Area pursuant to existing dealer agreements in the ordinary course of business. Dealers enter into leases using a World Omni supplied or approved form of closed-end lease contract and disclosure statement that provides for the assignment of the leases to the Titling Trust. The leases are originated by dealers in accordance with World Omni’s requirements and underwriting standards, which emphasize, among other things, the prospective lessee’s ability to make timely payments and creditworthiness. For additional information about World Omni’s underwriting process, you should refer to “—Underwriting Standards” below.

Vehicle Leasing.   When a lessee leases a vehicle from a dealer, the lessee and the dealer agree on the price of the vehicle and the purchase of service contracts and other related products offered by the dealer.  If the lessee elects to lease the vehicle through the dealer, the lessee and the dealer decide on the lease term, mileage allowance, residual value and payment terms for the lease.  Leasing terms currently range between [24 and 60] months. The dealer will determine if the lessee is eligible for, and will be using marketing programs that impact the terms of, the lease. Dealers negotiate the terms of the lease with prospective lessees according to guidelines set forth by World Omni.

Each lessee enters into a lease that requires the lessee to make monthly payments, referred to in this prospectus as “Base Monthly Payments,” which, over the lease term, will cover (i) the difference between the adjusted capitalized cost of the lease and the contract residual value plus (ii) lease (or rent) charges (“Lease Charges”). Lease Charges are calculated and determined based on an implicit interest rate referred to in this prospectus as the “Lease Rate.” The “Adjusted Capitalized Cost”

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for each lease is the difference between (i) the sum of (a) the price of the vehicle agreed upon between the dealer and the lessee, plus (b) the cost of any items that the lessee pays over the lease term, such as taxes, fees, service contracts and other related products, and (ii) the amount of any net trade-in allowance, rebate, non-cash credit or cash paid by the lessee. Each lease sets forth a “Contract Residual Value,” which is the residual value of the leased vehicle at the scheduled termination of the lease as set forth in the lease agreement (as it may be subsequently revised in connection with an extension of a lease in accordance with Customary Servicing Practices). In addition, each lease requires the lessee to pay any late payment fees or charges, extension fees or charges, sales, use, excise, lease and other taxes and fees due to any government authority, and other similar charges (referred to as “Additional Lease Charges”). These Additional Lease Charges are not included in collections and will not be available to make payments on the Exchange Note or on the Notes. The Servicer may waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a lease.

Determination of contract residual values. The Contract Residual Value of a leased vehicle is the estimated value of the vehicle at the end of the lease term and is a major component used to calculate the Base Monthly Payment. The Contract Residual Value impacts the Base Monthly Payment because it represents the amount of the Adjusted Capitalized Cost of the leased vehicle that does not have to be paid for over the lease term by the lessee. The Contract Residual Value is also the basis of the price a lessee would have to pay to purchase a leased vehicle at the end of a lease. As such, the Contract Residual Value impacts return rates to World Omni because a lessee may be less likely to purchase a leased vehicle at the end of the lease if the Contract Residual Value exceeds the actual market value of the leased vehicle.

The Contract Residual Value is calculated by a dealer based on benchmark residual value percentages provided by World Omni from time to time. World Omni publishes benchmark residual value percentages for the standard terms of [24, 36, 39, 42, 48, 51, 54 and 60] months. If a term and corresponding benchmark residual value percentage are not published, the Contract Residual Value is calculated by interpolating the appropriate residual value using the published benchmark residual value percentages.

World Omni publishes benchmark residual value percentages based on residual value percentage estimates produced by “Automotive Lease Guide” or “ALG,” an independent publisher of residual value percentages recognized throughout the automotive finance industry for projecting vehicle market values at lease termination. From time to time, World Omni may establish benchmark residual value percentages that differ from the residual value percentage estimates produced by ALG. Since 1999, World Omni has limited Contract Residual Values of its leased vehicles by requiring dealers to cap the Manufacturer’s Suggested Retail Price (“MSRP”) used in the residual value calculation at ALG’s published Maximum Residualized MSRP (“MRM”). The MRM represents the maximum dollar MSRP that ALG recommends when applying ALG’s residual value percentages. The MRM was developed by ALG to ensure that vehicles do not become “over accessorized,” thus creating an unreasonable risk of retaining the predicted residual value. World Omni instructs dealers to calculate the Contract Residual Value by multiplying (a) the published benchmark residual value percentage for the appropriate vehicle and term by (b) the lower of (i) the actual MSRP and (ii) the MRM.

In connection with vehicle marketing programs supported by World Omni’s affiliate Southeast Toyota Distributors, LLC, World Omni permits the contract residual value that would otherwise be applicable to a lease to be increased by adding a number of percentage points to the benchmark residual value percentage [or adding a fixed dollar amount to the contract residual value] that would otherwise apply to a lease.

Dealers’ obligations to repurchase units. Under agreements between World Omni and the dealers, dealers are contractually obligated to repurchase Units that do not meet the representations and warranties made by those dealers at the time of purchase. These representations and warranties relate primarily to the origination of the leases and the titling of the leased vehicles. Dealers do not normally make representations relating to the creditworthiness of the lessees or the collectability of the leases.

Typically, the dealer agreements do not otherwise provide for recourse to the dealer for unpaid amounts under a Defaulted Lease. World Omni’s rights to receive proceeds from any dealer repurchase obligations have been assigned to the Titling Trust and will constitute assets of the Titling Trust. These payments will be available to make payments on the Exchange Note if they relate to the Reference Pool. However, the related dealer agreements are not—and will not be—assets of the Titling Trust.

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Underwriting Standards

World Omni’s underwriting standards are intended to evaluate a prospective lessee’s credit standing and repayment ability. In general, the dealer requests a prospective lessee to complete a credit application. Upon receipt of a credit application, either electronically through an online source such as DealerTrack or RouteOne or via facsimile, World Omni transfers all application data into a centralized computer loan and lease origination system owned and operated by a third party vendor. The origination system obtains an independent credit bureau report and automatically relays the application and credit bureau data to decision software which has been customized to perform credit evaluations for World Omni.  The decision software uses a number of factors in performing the credit evaluation, such as the amount of the monthly payment, the term of the lease, the lessee’s monthly income, the amount of monthly rent or mortgage payments, and credit bureau attributes, such as number of trade lines, utilization ratio and number of credit inquiries. As part of this process, the decision software generates an internal credit score that is used in addition to credit rules to determine a recommended credit decision. This information enables World Omni to review an application and establish the likelihood that the proposed lease will be paid in accordance with its terms. In limited circumstances, World Omni may pre-approve potential and existing customers with established automobile credit histories for new leases without the use of an internal credit score. World Omni may also automatically approve or deny applicants based on other credit criteria.

Automated Underwriting. World Omni has established minimum credit score requirements and applicants who fall below the minimums are automatically declined by the decision software or recommended for decline and referred to a credit analyst for further review. To the extent the decision software’s evaluation results in an automatic approval or automatic decline, such results are communicated directly to the dealer. A credit application rejected by the decision software may also be resubmitted or re-evaluated based on information from the dealer. All other applications are referred to a credit analyst for additional underwriting.

If the applicant is a business, the decision software cannot electronically evaluate the application. In other cases, an application is not automatically rejected but does not meet the criteria for automatic approval, either because of incomplete or inconsistent information or because one or more credit-related terms is not within prescribed automatic approval levels. In all such cases, a credit analyst evaluates the application based on the company’s underwriting guidelines. Failure to be automatically approved by the decision software does not mean that an application does not meet World Omni’s underwriting guidelines.

Credit Analyst Underwriting. The credit analyst considers information, some of which is evaluated in the decision software, such as the applicant’s income, credit bureau report and internal credit score, and weighs other factors, such as the applicant’s prior experience with World Omni. To support consistent credit decisions, World Omni establishes credit rules that provide a framework to evaluate specific attributes of an application, including affordability measures like payment-to-income ratios, FICO® score and lease term. These credit rules are not strict limits or requirements and the credit analyst evaluating an application may determine whether there may be other factors that, in the credit analyst’s judgment, support approval of an application, including demonstrated ability to pay, strong credit history and residency and employment stability. Based on the credit analyst assessment of the strengths and weaknesses of each application, the credit analyst will either approve the application, reject the application or forward the application for review by a World Omni employee with higher approval authority. The credit analyst may work with the dealer to determine acceptable lease terms for applications that cannot be approved as originally submitted. The credit analyst may grant a conditional approval on the addition of a qualified co-lessee or guarantor or on modifications to the lease terms, such as a higher cash down payment or a less expensive vehicle. If data entry or inconsistent information is the reason a credit application did not receive automatic approval, the credit analyst will contact the dealer if necessary to verify the data in question and to make corrections if necessary or to obtain proof of the inconsistent data.  For certain applicants, or if there is a discrepancy in the information provided by the applicant, the credit analyst may verify the identity, employment, income, residency and other applicant information using World Omni’s established procedures before making a decision.

Lease package and verification. Once World Omni has approved an application and the prospective lessee has agreed to the terms of the lease, the dealer transmits to World Omni a lease package containing, among other things:

· the completed standard lease form between the dealer and the lessee;

· the customer’s credit application; and

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· applicable insurance information, with the lessor named as loss payee.

World Omni compares the specifics of the lease to the application approved in the underwriting process and verifies, among other items, the rate, truth-in-leasing disclosures and purchase price from the dealer. World Omni also makes efforts to confirm that the dealer has made on a timely basis all filings with state agencies that are necessary to ensure that the vehicle is titled in the name of the Titling Trustee or the Titling Trust and that the Closed-End Collateral Agent is listed as the lienholder on the title to the applicable vehicle.

Insurance. Each lease contract requires the lessee to obtain and maintain vehicle liability and physical damage insurance on the leased vehicle. The dealer agreements include a requirement that the dealer provide the Servicer with written evidence that the lessee has insurance which meets the requirements of the lease contract at the inception of the lease. The amount of insurance required by a lease contract is at least equal to the amount required by applicable state law, subject to customary deductibles. The Servicer requires the policy to name the Titling Trust as additional insured with respect to liability and insured and loss payee with respect to physical damage.

Servicing

Through its service centers located in Mobile, Alabama and Earth City, Missouri World Omni services the leases following origination. The Mobile and Earth City centers are full service facilities that collectively handle all collection activities, pro-active lease marketing, remarketing, administrative services, dealer services, operational accounting, and customer and dealer inquiries.

Lessees will generally make payments on the leases by mail for deposit into a lock box account maintained by the Servicer or directly through electronic means. Unless the conditions described under “Description of the Transaction Documents—Accounts” are satisfied, the Servicer will deposit all payments it receives on or in respect of the leases included in a Reference Pool into the Exchange Note Collection Account not later than two Business Days after receipt of payment and related payment information regarding where to allocate the payment.

Customer Service. In the normal course of business, World Omni responds to requests for information from both dealers and lessees. Incoming calls are processed through a Voice Response Unit (VRU), which provides automated assistance for routine inquiries and services such as payoff quotes, mailing addresses, pay-by-phone, and last payment information. Customer care representatives are also available during standard business hours to assist those dealers and lessees that are unable to resolve their issues through the VRU. World Omni also provides a customer website that allows lessees to self-service accounts including making payments, obtaining extensions based on compliance with automated guidelines, reviewing payment histories, obtaining monthly statements and requesting account revisions.

Collections. World Omni makes collection efforts with respect to delinquent accounts. A delinquent account is assigned to a risk group that determines the collection calling and letter strategies and timelines applicable to that account. Risk groups are developed to establish when the first call will be made or the first letter will be sent to that lessee. Accounts are also segregated into specialized call work lists based on legal requirements applicable to the accounts. These specialized work lists generally include active bankruptcies, litigations, confiscations, and accounts protected by the SCRA. Specialized manual account calling is initiated at various stages of delinquency status based on each account’s risk category. Calls to lessees are placed by World Omni or by independent contractors retained by World Omni.

During the preceding three years, the Servicer has modified its servicing policies and procedures by:

· [revising the behavioral scoring strategy that is used to assign obligors to risk groups for collection purposes;

· adopting new policies regarding vendor management, information security, unfair, deceptive, and abusive acts and practices, the Telephone Consumer Protection Act, the CAN-SPAM Act, fair lending and customer complaints;

· substantially revising its policies related to consumer privacy, credit reporting, the Equal Credit Opportunity Act, and military accounts; and

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· adopting a new policy documenting, and clarifying the structure of, the Servicer’s compliance management system.]

Except as set forth above, the Servicer has not modified its servicing policies and procedures in any material respect during the preceding three years.

Lease Termination. At the end of the lease term, the lessee has the option to (1) purchase the leased vehicle “AS IS” at a price equal to the Contract Residual Value plus a purchase option fee plus any official fees and applicable taxes and other incidental charges due under the lease or (2) return the leased vehicle to World Omni through a dealer or at an agreed upon drop-off location in good condition, without damage and pay the disposition fee and any applicable charges for excess mileage and excess wear and use. Both the purchase option fee and the disposition fee may be waived in whole or in party by the Servicer. In the case of either a purchase or a return, the lessee must also satisfy any outstanding and unpaid amounts owed by the lessee under the lease and any other fees including actual or estimated property taxes, late charges and parking tickets paid by the lessor on the lessee’s behalf. A lessee can sell a leased vehicle to another party or trade a leased vehicle in to a dealer provided the lease obligations, including the end of term obligations described in the preceding sentence, are satisfied by the lessee or assumed by the buyer to World Omni’s satisfaction.

Early Termination by Lessee. If the lessee returns the vehicle early, the lessee must pay the money owed under the lease, including any remaining Base Monthly Payments and all applicable Additional Lease Charges, plus the disposition fee set forth in the lease, plus any official fees and taxes related to termination (all of the foregoing, collectively, the “Remaining Payments Charge”), plus any charges for excess mileage and excess wear and use.  Alternatively, depending on the form of lease the lessee may pay the Remaining Payments Charge, plus the Contract Residual Value set forth in the lease, minus the unearned portions of the Lease Charge and the administrative fee set forth in the lease, minus the realized value of the vehicle as determined by the estimated or appraised wholesale value of the vehicle or by the amount the Servicer receives upon disposition of the vehicle at wholesale (the amount determined as provided in this sentence or the immediately preceding sentence is the “Early Termination Charge”).  At the lessee’s option, the vehicle’s realized value is determined by an appraisal of the vehicle’s wholesale value by an independent appraiser selected by the lessee.

Early Termination Program. To encourage new vehicle sales or to pull leased vehicle returns into periods when vehicle resale prices are expected to be higher, World Omni may allow selected lessees to terminate their leases early without making a stated number of remaining monthly payments. These programs are generally offered to lessees based on the vehicle model they lease and the period during which their lease is scheduled to terminate. To be eligible to participate, a lessee must lease or buy a new Toyota [or Scion] vehicle and finance it through World Omni. If a lessee accepts the offer, World Omni will pay or cause to be paid the total of the Base Monthly Payments that are waived under the program. The lessee must pay any other amounts owed under the lease, including any unwaived remaining monthly payments, excess mileage or excess wear & use charges.

Total Loss. If a leased vehicle suffers a total loss, the lessee is obligated to notify such lessee’s insurance company and to coordinate with such lessee’s insurance company for payment to World Omni. If World Omni does not continue the lease by substituting a comparable Replacement Vehicle and the lessee has complied with all other provisions of the lease, then the lease will terminate and the lessee will owe nothing more once World Omni has received all of the insurance proceeds due under the insurance policy, the deductible under such insurance policy and all amounts due under the lease agreement and not paid up to the date the lessor receives the insurance proceeds under such insurance policy. If the insurance proceeds, deductible and other amounts as described above are less than the amount of the lessee’s obligations under the lease, the shortfall will reduce the amount available to the Administrative Agent for distribution to the Exchange Noteholder in respect of the Exchange Note. Conversely, if the insurance proceeds exceed the amount of the lessee’s obligations under the lease, the excess will be refunded to the lessee.

Default. The lessor may terminate the lease and repossess a leased vehicle because of a default under the terms of the lease, which defaults may include any of the following:

· failure to make any payment when due;

· bankruptcy or insolvency of the lessee;

· failure of the lessee to maintain the required insurance coverage;

· failure of the lessee to maintain or repair the leased vehicle;

· failure of the lessee to comply with any other provision of the lease;

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· material misrepresentations by the lessee in his or her application;

· the vehicle is stolen, lost, destroyed, seized or confiscated or is otherwise rendered unavailable or unsuitable for use;

· incompetency or death;

· assignment, transfer, sublease, rent, or pledge of the lease or leased vehicle without the Servicer’s

permission; and

· governmental seizures.

In any such case, the lessee will owe the Early Termination Charge (as defined above) plus all collection, repossession, storage, preparation and sale expenses of the vehicle, plus attorney’s fees and disbursements incurred after default and referral to an attorney who is not a salaried employee of the lessor, not to exceed 15% of the amount the lessee owes the lessor or such lesser rate as may be required under applicable law, plus simple interest at a rate of 15% per annum or such lesser rate as may be required under applicable law on all expenses and fees incurred by the lessor and all obligations that the lessee owes after termination, other than earned but unpaid Lease Charges (all of the foregoing, collectively, the “Defaulted Payment Charge”).

The Servicer’s right to repossess the vehicle may be limited or delayed by applicable law, including bankruptcy and other insolvency law, in the event a lessee is entitled to relief under the SCRA and in the event a lessee is identified on the Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons.

Excess Wear & Use. At the time the lessee enters into a lease, the lessee may also purchase and enter into an excess wear and use addendum to the lease which serves to waive any excess wear and use charges that may be owed by the lessee upon termination of the lease, up to a specified maximum amount. The cost of such waiver is generally part of the adjusted capitalized cost included in the lease. Upon termination of the lease, the Servicer may in accordance with its standard servicing practices endeavor to collect any excess wear and use charges owed on the related leased vehicle from a third-party vendor providing the related excess wear and use coverage and endeavor to collect any amounts in excess of the maximum amount specified in the addendum from the related lessee.

The servicer may extend the terms of leases in case of financial difficulties of the lessee. Occasionally, a lessee may request an extension or become delinquent and be willing but unable to bring his or her account current. Generally an extension requires the demonstration of financial difficulties, an ability to repay, the payment by the lessee of an extension charge and approval in accordance with pre-determined approval guidelines. In such situations, World Omni may extend the lease. In circumstances deemed appropriate by World Omni, World Omni may reduce or waive the extension charge owed by a lessee.

An extension of a lease as provided above extends the due date of one or more installment(s) without changing the remaining number of installment payments due or the day of the month on which the remaining installments are due. Extended payments are deferred for a set period of time and consequently will defer the original final payment or termination date of the lease by the same period of time. All extensions granted should, unless approved by an authorized employee of World Omni, bring the account current.

Extensions of leases are not always associated with financial difficulties of the lessee. Occasionally, a lessee may request an extension of the term of the related lease for one or more months from the original specified termination date of the lease near the end of a lease term, if, for example, the lessee has ordered but has not yet received a new vehicle, is in the process of securing outside financing for the purchase of the related leased vehicle or is selling the vehicle to a third party.

In the case of an extension past the lease termination date not relating to financial difficulty, the annual mileage limit on the lease is increased on a basis proportionate to the length of the extension. Additional monthly payments will result in a corresponding reduction in the residual value of the lease to reflect depreciation during the extension period.

Under the supplement to the Base Servicing Agreement relating to the Exchange Note, the Servicer may not extend a lease a total of more than five times or beyond the month immediately preceding the month in which the final scheduled Payment Date of the [Class C] Notes occurs, unless in each case the Servicer makes a reallocation payment with respect to such lease, and reallocates the lease and related leased vehicle to the Warehouse Facility

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Pool or an unencumbered pool. For extensions that do not result in a reallocation payment, World Omni does not expect that these extensions will materially affect the cash flows on the Notes.

Repossession, auction and other disposition of returned leased vehicles. Repossessions are conducted by independent contractors who are engaged in the business of repossessing vehicles. Independent repossession contractors utilized by World Omni are required to maintain all state required licenses, bonds, and insurance coverage. World Omni disposes of repossessed and off-lease vehicles through several outlets including traditional auction houses such as Manheim and ADESA and internet sales systems such as OPENLANE, Inc. These entities are unaffiliated with World Omni and are compensated at market rates for their services. World Omni may also make vehicles available for sale to the dealer to which the customer returns the leased vehicle at lease termination.

Deficiency Balances. Upon disposition of a repossessed leased vehicle, World Omni typically pursues the lessee for any remaining deficiency. If the deficiency balance remains uncollected following internal collection efforts by World Omni, then World Omni typically retains an independent collection service provider. Deficiency balances are pursued to the extent the lessee is deemed to have sufficient assets or is currently employed and there is a reasonable expectation of repayment.

Like Kind Exchange Program

World Omni utilizes a like kind exchange (“LKE”) program for its lease portfolio. The LKE program is designed to permit World Omni to defer recognition of taxable gain by exchanging vehicles returned to World Omni (“Relinquished Vehicles”) for new vehicles (“Replacement Vehicles”).

· The documents governing the LKE program require the actual Net LKE Disposition Proceeds of Relinquished Vehicles to be assigned to, and deposited directly with, a qualified intermediary (the “QI”) rather than being paid directly to World Omni. World Omni assumes responsibility for identifying Relinquished Vehicles and Replacement Vehicles based on its eligibility criteria. The security interest of the Closed-End Collateral Agent in any Net LKE Disposition Proceeds will be automatically released effective on the date on which a Relinquished Vehicle is sold to a purchaser under a disposition contract.

· World Omni and the QI promptly deposit the Net LKE Disposition Proceeds of the leased vehicles into designated accounts to be held as QI funds.

· The QI, acting on behalf of the Titling Trust, uses the Net LKE Disposition Proceeds, together with additional funds, if necessary, to purchase Replacement Vehicles.

· The QI is not required to purchase Replacement Vehicles to the extent that the total purchase price amounts exceed the amount of available QI funds, unless World Omni makes an LKE advance in the amount of the shortfall.

· The Replacement Vehicles are then transferred to the Titling Trust and become part of the Titling Trust property.

· The Titling Trust is then deemed to have exchanged Relinquished Vehicles for the Replacement Vehicles and World Omni is not required to recognize any taxable gain.

In the event that any Net LKE Disposition Proceeds are not deposited into the Exchange Note Collection Account, the Servicer must deposit into that account an amount equal to such Net LKE Disposition Proceeds within two Business Days of receiving and identifying such proceeds. This deposit will be treated as equivalent to the deposit into the Exchange Note Collection Account of the actual Net LKE Disposition Proceeds.

“Net LKE Disposition Proceeds” means the excess, if any, of the LKE disposition proceeds relating to one or more Relinquished Vehicles over any LKE disposition expenses relating to such Relinquished Vehicles.

“LKE disposition proceeds” means for any Relinquished Vehicle, the portion of the Liquidation Proceeds received by World Omni on behalf of the Titling Trust from the disposition of that vehicle relating to one or more Relinquished Vehicles.

“Liquidation Proceeds” means, for any vehicle, whether or not subject to a lease, (i) the amounts received from the sale or other disposition of that vehicle and (ii) all other gross amounts received by the Servicer, the QI or a

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depository bank in connection with the realization of the full amounts due or to become due under the related lease, whether from the proceeds of any collection effort, receipt of insurance proceeds, or collection of amounts due under the Base Servicing Agreement, whether in the form of cash or other property, or applied as an offset against amounts owed to a purchaser by World Omni or any of its affiliates and other amounts received in the form of a cancellation of an offsetting obligation and any portion of the security deposit for the related lease that is retained by the Servicer on behalf of the Titling Trust.

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THE TITLING TRUST

Formation of the Titling Trust

World Omni LT is a Delaware statutory trust. We refer to World Omni LT in this prospectus as the “Titling Trust.” The Titling Trust is governed by a second amended and restated trust agreement, dated as of July 16, 2008 (the “Titling Trust Agreement”), and by a fourth amended and restated collateral agency agreement dated as of December 15, 2009 (as amended from time to time, the “Collateral Agency Agreement”), as amended and supplemented from time to time by supplements to that agreement which relate to Exchange Notes issued by the Titling Trust, including the supplement relating to the Exchange Note pledged as Collateral for the Notes (the “Exchange Note Supplement”). In this prospectus, for convenience, we refer to the Titling Trust Agreement, the Collateral Agency Agreement and the Exchange Note Supplement together as the “Titling Trust Documents.”

The parties to the Titling Trust Documents are—

· the Titling Trust;

· Auto Lease Finance LLC, as “Initial Beneficiary”;

· World Omni—as “Titling Trust Administrator”;

· VT Inc., as “Titling Trustee”;

· U.S. Bank Trust National Association—which we refer to as “U.S. Bank Trust”—as “Delaware Trustee”;

· U.S. Bank National Association—which we refer to as “U.S. Bank” or “Titling Trustee Agent”;

· AL Holding Corp., as “Closed-End Collateral Agent”;

· World Omni Lease Finance LLC; and

· Bank of America, N.A., as “Deal Agent.”

Purposes of the titling trust. The primary business purpose of the Titling Trust is to take assignments of, and serve as record holder of title to, substantially all of the closed-end and open-end leases and the related leased vehicles purchased by or through World Omni from automobile dealers.

You can find more information about the Titling Trust Documents in this prospectus under the heading “Certain Provisions of the Titling Trust Documents and Related Agreements.”

Property of the titling trust. The assets of the Titling Trust consist of—

· closed-end and open-end leases and the related leased vehicles, including the certificates of title, assigned to the Titling Trust by dealers and all collections and proceeds from these Units;

· all of World Omni’s rights—but not its obligations—relating to those Units, including the right to receive proceeds from any dealer repurchase obligations;

· the right to receive proceeds from physical damage, credit life, disability and any other insurance policies covering those leases or leased vehicles or the related lessees;

· all security deposits due to the lessor under the leases; and

· the Titling Trust’s rights under the fifth amended and restated servicing agreement, dated as of December 15, 2009 (the “Base Servicing Agreement”), as amended, and each supplement to the Base Servicing Agreement; and

· all proceeds of the above.

We refer you to “The Servicer, Sponsor and Administrator—Origination, Underwriting and Purchasing” and “—Underwriting Standards” for additional discussion of the origination process of Leases and Leased Vehicles.

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Titling Trustee, Delaware Trustee and Titling Trustee Agent

Titling trustee. VT Inc., an Alabama corporation, is a wholly-owned, special-purpose subsidiary of U.S. Bank Trust that was organized in 1993 solely for the purpose of acting as Titling Trustee for the Titling Trust.

Delaware trustee and titling trustee agent. U.S. Bank Trust, a national banking association, is the Delaware Trustee of the Titling Trust. A corporate trust office of U.S. Bank Trust is located at 190 South LaSalle Street, 7^th Floor, Chicago, IL 60603. U.S. Bank, as Titling Trustee Agent serves as agent for the Titling Trustee to perform specified administrative functions.

Purchase of titling trustee stock on replacement of the trustee agent. The Titling Trust Documents provide that if U.S. Bank is no longer the Titling Trustee Agent, is no longer able, because of legal or regulatory changes, to own the stock of VT Inc., or the Titling Trustee is no longer eligible to act as Titling Trustee, because it is owned by U.S. Bank and U.S. Bank no longer qualifies as an eligible Titling Trustee, Auto Lease Finance LLC may provide a person or entity the option to purchase the stock of VT Inc. for a nominal amount. That person or entity may not be Auto Lease Finance LLC or any of its affiliates. If the person or entity designated by Auto Lease Finance LLC does not exercise this option timely, then VT Inc. will appoint a new Titling Trustee Agent, and that new Titling Trustee Agent, or the person or entity designated by that Titling Trustee Agent, will next have the option to purchase the stock of VT Inc. If the new Titling Trustee Agent or its designee does not exercise this option in a timely manner, U.S. Bank may sell the stock of VT Inc. to another party or dissolve the Titling Trustee.

The Depositor, Auto Lease Finance LLC, World Omni and their affiliates may maintain normal commercial banking and other business relationships with U.S. Bank Trust, U.S. Bank and their affiliates.

Titling of Leased Vehicles

Leased vehicles will be titled in the name of the titling trust or titling trustee. The Servicer will, on behalf of the Titling Trust, originate or acquire Units on an ongoing basis during the term of the Servicing Agreement. Each such Unit will be originated on a form providing for assignment of the related vehicle by the dealer to the Titling Trust, including the Units allocated to the Reference Pool. Under the Base Servicing Agreement, the Servicer causes the certificate of title for each leased vehicle to be issued in the name of “World Omni LT,” “VT Inc. as Trustee of World Omni LT” or in a similar name acceptable to the relevant governmental departments or agencies.

Certificates of title do not reflect the issuing entity’s interest in leased vehicles. The Servicer will not place any lien on the certificates of title to indicate the Issuing Entity’s interest in the leased vehicles. No new certificates of title will be issued. However, the certificates of title to leased vehicles will reflect a first lien recorded in favor of AL Holding Corp. as Closed-End Collateral Agent. This lien exists to assure delivery of the certificates of title for the leased vehicle to the Servicer and to perfect the security interest in and to the leased vehicles and other Titling Trust assets allocated to the Closed-End Collateral Specified Interest granted to the Closed-End Collateral Agent by the Titling Trust under the security agreement. The Servicer will not have any interest in the leased vehicles. For administrative convenience, the Servicer (or, in certain circumstances, a separate custodian) will hold any certificates of title as custodian on behalf of the Titling Trust and the Closed-End Collateral Agent. We refer you to “Additional Legal Aspects of the Titling Trust and the Exchange Note” for additional legal discussion on titling of leased vehicles.

Servicing of Leases and Leased Vehicles

World Omni services the Units under a Base Servicing Agreement among the Titling Trust, World Omni, as Servicer, and AL Holding Corp., as Closed-End Collateral Agent. To provide for the servicing of the Units in the related Reference Pool, the Titling Trust, World Omni, as Servicer, and AL Holding Corp., as Closed-End Collateral Agent, will enter into a supplement (the “Servicing Supplement”) to the Base Servicing Agreement (the Base Servicing Agreement together with the Servicing Supplement, the “Servicing Agreement”).

Limited Powers of Titling Trust

Except as otherwise described in “Certain Provisions of the Titling Trust Documents and Related Agreements,” the Titling Trust will not, among other things:

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· engage in any activity other than a permitted transaction (as described below);

· create, incur or assume any indebtedness, other than pursuant to any Titling Trust debts, including the Exchange Note, any enhancement or any transactions entered into in connection therewith, in each case in accordance with the Titling Trust Documents;

· become or remain liable, directly or contingently, in connection with any indebtedness or other liability of Auto Lease Finance LLC or any of its affiliates;

· make or suffer to exist any loans or advances to, or extend any credit to, or make any investments in, any affiliate other than in connection with permitted transactions;

· enter into any transaction of merger or consolidation with or into any other entity, or convey its properties and assets substantially in their entirety to any entity, other than with respect to certain permitted transactions;

· become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any certificate, any notice of registered pledge, any Titling Trust debt, any Titling Trust debt document or any other document relating to a permitted transaction; and

· amend, modify, alter, change or repeal the provisions of the Titling Trust Agreement that require the Titling Trust to be operating as a special-purpose, bankruptcy remote entity; provided, however, that, the Titling Trust may amend, alter, change or repeal any provision contained in the certificate of trust or the Titling Trust Documents in a manner now or hereafter prescribed by the Delaware Statutory Trust Act.

Permitted transactions under the Titling Trust Documents include, among others:

· issuing certificates (“Titling Trust Certificates”) representing a separate series of beneficial interest in the Titling Trust and the related Titling Trust assets in accordance with the terms of the Titling Trust Documents and the related specification notice;

· holding title to Titling Trust leases and related vehicles and other Titling Trust assets for the benefit of the holders of the related Titling Trust Certificates, all in accordance with the terms of the Titling Trust Documents and the Base Servicing Agreement;

· at the direction of the holders of any series of Titling Trust Certificates relating to a Titling Trust specified interest, issuing one or more Titling Trust debts, including Exchange Notes, with respect to such specified interest, entering into the related Titling Trust debt document and pledging any or all of the related specified assets to secure such Titling Trust debts;

· assigning or otherwise transferring title to Titling Trust leases, Titling Trust vehicles and Titling Trust assets to, or to the order of, the related Titling Trust Certificateholders; and

· borrowing on a revolving basis or otherwise under one or more Titling Trust debt documents or any other arrangements, as from time to time in effect, to finance the purchase of Titling Trust leases and related vehicles.

For more information about the permitted and required activities of the Titling Trust, we refer you to “Certain Provisions of the Titling Trust Documents and Related Agreements.”

Allocation of Liabilities of the Titling Trust

The assets of the Titling Trust are divided into several series of specified interests. Currently there are two specified interests: the Closed-End Collateral Specified Interest and the Open-End Collateral Specified Interest.

The Closed-End Collateral Specified Interest is further subdivided into one or more reference pools, unencumbered pools and the Warehouse Facility Pool (the “Asset Pools”). The Units allocated to the Closed-End Collateral Specified Interest and not allocated to a reference pool will be included in the Warehouse Facility Pool or an unencumbered pool.

The Titling Trust Documents will require the holders from time to time of the Closed-End Collateral Specified Interest certificate, other specified interest certificates, and securities, including Exchange Notes and securities of the

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issuing entities, evidencing obligations of the Titling Trust or obligations of other entities backed by assets of the Titling Trust, to waive any claim they might otherwise have with respect to any unrelated Titling Trust assets and to fully subordinate any claims to those Titling Trust assets in the event that such waiver is not given effect. Similarly, the holders of any certificates or securities described above, or beneficial interests therein, will be deemed to have waived any claim they might otherwise have with respect to those Titling Trust assets not allocated to their specified interest. See “Certain Provisions of the Titling Trust Documents and Related Agreements—Closed-end Collateral Specified Interest, Reference Pools and Exchange Notes.”

The Titling Trust is not permitted to grant a security interest in or otherwise encumber any of the Units or other assets allocated to the closed-end specified interest except for the security interest granted to the Closed-End Collateral Agent under the Pledge and Security Agreement to secure the Exchange Notes, warehouse facilities, unencumbered pools and certain other related obligations. Collections on assets allocated to the closed-end specified interests will be distributed to holders of such secured obligations and Auto Lease Finance LLC, as holder of the related Titling Trust Certificate, in accordance with the priority of payments set forth in the Collateral Agency Agreement and the Exchange Note Supplements. Under the Collateral Agency Agreement, beneficiaries of any unencumbered pool and warehouse facility lenders and holders of unrelated Exchange Notes will not receive any collections in respect of a particular reference pool.

For a more detailed discussion of the risks relating to potential liabilities of the Titling Trust, we refer you to “Certain Provisions of the Titling Trust Documents and Related Agreements,” “Additional Legal Aspects of the Titling Trust and the Exchange Notes” and “Additional Legal Aspects of the Leases and Leased Vehicles” in this prospectus.

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THE INITIAL BENEFICIARY

The Initial Beneficiary, Auto Lease Finance LLC, is a Delaware limited liability company and a wholly-owned, special-purpose finance subsidiary of World Omni. Auto Lease Finance LLC was organized in September 1998 solely for the purpose of being grantor and Initial Beneficiary of the Titling Trust, holding and dealing with the Closed-End Collateral Specified Interest, Open-End Collateral Specified Interest, other specified interests in the Titling Trust, and the Titling Trust Certificates representing the Closed-End Collateral Specified Interest and the Open-End Collateral Specified Interest and any such other specified interests; acquiring interests in one or more Exchange Notes; forming securitization entities; and engaging in related transactions.

Auto Lease Finance LLC’s limited liability company agreement limits its activities to the purposes described above and to any activities incidental to and necessary for those purposes. World Omni is the sole member of Auto Lease Finance LLC.

The principal office of Auto Lease Finance LLC is located at 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, and its telephone number is (954) 429-2200.

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THE DEPOSITOR

World Omni Auto Leasing LLC, which was formed as a Delaware limited liability company on June 26, 2008, will be the Depositor for the securitization transaction in which the Notes will be issued. Auto Lease Finance LLC holds all of the outstanding membership interests of the Depositor and is the managing member of the Depositor. The principal executive offices of the Depositor are located at 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, and its telephone number is (954) 429-2200. The managing member of the Depositor is located at 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442.

The Depositor was organized solely for the purpose of acquiring Exchange Notes, securities and other property, forming one or more securitization trusts, such as the Issuing Entity, and transferring the related property and rights to those trusts and engaging in related transactions. The Depositor’s limited liability company agreement limits the activities of the Depositor to the foregoing purposes and to any activities incidental to and necessary for these purposes.

In connection with the offering of the Notes, the chief executive officer of the Depositor will make the certifications required under the Securities Act about this prospectus, the disclosures made about the characteristics of the Exchange Note and the structure of this securitization transaction, the risks of owning the Notes and whether the securitization transaction will produce sufficient cash flows to make interest and principal payments on the Notes when due. This certification will be filed by the Depositor with the SEC at the time of filing of this final prospectus. The certification should not be considered to reduce or eliminate the risks of investing in the Notes.

[To be included in each prospectus: The Depositor has met the registration requirements of General Instruction I.A.1 of Form SF-3 by filing no later than the date of the filing of the final prospectus, and determining that each of its affiliated Depositors and issuing entities have filed within the prior 90 days:

· the certification of the chief executive officer of the Depositor described above; and

· the transaction documents containing the provisions described in “The Leases—Asset Representations Review,” and “The Leases—Dispute Resolution for Reallocation Requests” and “Description of the Transaction Documents—Noteholder Communication.”]

[To be added for offerings after December 24, 2016: The Depositor, a wholly-owned subsidiary of World Omni, will initially retain [the Class [ ] Notes and][[ ]% of each class of Notes and][a single vertical security and] the Certificates of the Issuing Entity [and will deposit $[ ] into, the risk retention reserve account, an eligible horizontal cash reserve account meeting the requirements of Regulation RR. The Certificates represent the ownership interest in the Issuing Entity and the right to all funds not needed to make required payments on the Notes, pay fees and expenses of the Issuing Entity or make deposits in the reserve account. [The Depositor’s retention of [ ]% of each class of Notes represents a vertical interest in the securitization transaction.] The Certificates are subordinated to the Notes and represent the first-loss interest in the securitization transaction. The Depositor’s retained interests will not be hedged by World Omni, the Depositor or any of their affiliates. For more information of about the required retention of credit risk in the transaction by the Sponsor, you should read “Credit Risk Retention.”]

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THE ISSUING ENTITY

The Issuing Entity is a statutory trust formed under the laws of the State of Delaware pursuant to a Trust Agreement (the “Trust Agreement”) between World Omni Auto Leasing LLC, a Delaware limited liability company, and the Owner Trustee. Before the sale and assignment of the trust assets to the Issuing Entity, the Issuing Entity will have no assets, obligations or operating history. The Issuing Entity will not engage in any business other than:

· acquiring, financing, owning, pledging and managing the Exchange Note, the other trust assets and any proceeds from the Exchange Note and other trust assets;

· issuing and making payments on the Notes and Certificates;

· assigning and pledging the property of the Issuing Entity to the Indenture Trustee;

· [purchasing any interest rate protection agreement requiring up-front payments;] and

· performing its obligations under the transaction documents and engaging in other activities to accomplish the above.

Please see “Description of the Transaction Documents” and “ —Indenture—Material Covenants” in this prospectus for further description of the Issuing Entity and its activities.

The requirements that apply to an amendment of the Trust Agreement are described in this prospectus under “Description of the Transaction Documents—Amendments.” The Issuing Entity’s initial equity capitalization is expected to be approximately $[      ], which is the expected aggregate starting principal balance of the Exchange Note as of the[Statistical][Actual] Cutoff Date less the aggregate original principal amount of the Notes as of the Closing Date, plus the amounts on deposit in the reserve account, if any. The Certificates represent the equity or residual interest in the Issuing Entity and are not being offered by this prospectus.

Capitalization of the Issuing Entity

The following table illustrates the expected capitalization of the Issuing Entity as of the Closing Date:

Class A-1[a/b] Notes[(1)]	$	[      ]
Class A-2[a/b] Notes[(1)]	$	[      ]
Class A-3[a/b] Notes[(1)]	$	[      ]
Class A-4[a/b] Notes[(1)]	$	[      ]
Class B[a/b] Notes[(1)]	$	[      ]
[Class C[a/b] Notes[(1)]	$	[      ]]
Series 20[  ]-[  ] Overcollateralization	$	[      ]
Total Trust Capitalization	$	[      ]
Exchange Note Overcollateralization	$	[      ]
Total Securitization Value(2)	$	[      ]

[(1)    The Class [     ] Notes are not being offered under this prospectus and will initially be retained by the Depositor.][All or a portion of one or more classes of Notes may initially be retained by the Depositor or one or more affiliates thereof on the Closing Date]. [On or after the Closing Date, the Depositor or any such affiliate may sell any such retained Notes.] [As described in “Credit Risk Retention” in this prospectus, the Depositor will retain [[ ]% of the outstanding principal amount of each class of Notes][a single vertical security] in satisfaction of the risk retention requirements.]]

(2)     Rounded up for summing purposes. The aggregate Securitization Value as of the [Statistical][Actual] Cutoff Date is $[      ].

No expenses will be incurred in connection with the selection and acquisition of the Exchange Note or the lease assets from the offering proceeds.

The Issuing Entity’s fiscal year ends on December 31.

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The Trust Property

The primary assets of the Issuing Entity will include the following:

· an Exchange Note issued by the Titling Trust secured by the Units in the related Reference Pool;

· amounts that from time to time may be held in one or more Trust Accounts established and maintained on behalf of the Issuing Entity by a trustee;

· [any credit enhancement, including any interest rate protection agreement, provided for the benefit of holders of the securities of the Issuing Entity; ]

· rights under certain transaction documents; and

· any and all proceeds of the foregoing.

The leases constituting the Reference Pool will be originated by various dealers and acquired by the Titling Trust. The underwriting criteria applicable to the leases included in the Reference Pool are described under “The Servicer, Sponsor and Administrator—Underwriting Standards.”

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THE TRUSTEES OF THE ISSUING ENTITY

The Owner Trustee

[      ] is the Owner Trustee under the Trust Agreement. [      ] will also act as the initial certificate registrar under the [Trust Agreement] and for purposes of other transaction documents. [      ] is a [           ] [            ]. The principal offices of [      ] are located at [      ].

[Add description of the general character of the owner trustee’s business, its prior experience as an owner trustee for asset-backed securities transactions involving similar pool assets and any other required disclosure]

The Owner Trustee’s liability in connection with the issuance and sale of the Notes is limited solely to the express obligations of the Owner Trustee described in the trust documents.

The Indenture Trustee, Note Registrar and Paying Agent

[      ] will act as Indenture Trustee under the Indenture. [      ] will also act as the initial Note Registrar and Note Registrar under the Indenture and for purposes of other transaction documents. [      ] is a [      ] banking corporation and its corporate trust office is located at [      ].

[Add description of the general character of the indenture trustee’s business, its prior experience as an indenture trustee for asset-backed securities transactions involving similar pool assets and any other required disclosure]

The Indenture Trustee’s liability in connection with the issuance and sale of the Notes is limited solely to the express obligations of the Indenture Trustee described in the trust documents.

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ASSET REPRESENTATIONS REVIEWER

[ ], a [ ], will act as the “Asset Representations Reviewer” under the asset representations review agreement.

[Insert description of asset representations reviewer, including prior experience as asset representations reviewer for ABS transactions involving similar assets as required by Item 1109(b)(2) of Regulation AB].

The Asset Representations Reviewer is not affiliated with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their affiliates and none of the Asset Representations Reviewer’s affiliates has been hired by the Sponsor or the underwriters to perform pre-closing due diligence work on the leases in the [statistical][actual] pool. For so long as the Notes remain outstanding, the Asset Representations Reviewer must satisfy these eligibility criteria. The Asset Representations Reviewer is not responsible for (a) reviewing such leases for compliance with the representations under the transaction documents, except in connection with a review under the asset representations review agreement or (b) determining whether noncompliance with any representation is a breach of the transaction documents or if any lease is required to be reallocated.

The Asset Representations Reviewer’s main obligations will be:

· reviewing each Review Lease following receipt of a review notice from the Indenture Trustee, and

· providing a report on the results of the review to the Issuing Entity, the Servicer and the Indenture Trustee.

For a description of the review to be performed by the Asset Representations Reviewer, you should read “The Leases—Asset Representations Review.”

[To the extent any fees, expenses and indemnification amounts of the Asset Representations Reviewer are not paid by the Servicer, any such unpaid amounts will be paid by the Issuing Entity from Available Funds on each Payment Date up to the limit of $[ ] per year. The Issuing Entity will pay any of these amounts in excess of the limit only after paying in full on that Payment Date all other fees and expenses of the Issuing Entity and all required interest and principal payments on the Notes and after any required deposits in the reserve account have been made. Following an Event of Default, however, these fees, expenses and indemnities will be paid prior to required interest and principal payments on the Notes. See “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities” in this prospectus.]

[Insert description of limitations on asset representations reviewer’s liability, indemnification provisions that entitle indemnification from trust cash flows and provisions regarding the asset representations reviewer’s removal, replacement or resignation as required by Item 1109(b)(5), (6) and (7) of Regulation AB].

54

THE EXCHANGE NOTE

General

The Exchange Note will be issued by the Titling Trust under the Exchange Note Supplement on the date the Notes are issued.

The Exchange Note will be secured by certain Units allocated to the related Reference Pool, which Units are pledged by the Titling Trust to the Closed-End Collateral Agent under the third amended and restated pledge and security agreement dated as of July 16, 2008, as amended and supplemented from time to time (the “Pledge and Security Agreement”). In addition to the Units allocated to the Reference Pool, the Exchange Note will be secured by certain other assets, which include the following (but exclude Additional Lease Charges):

· amounts in the Trust Collection Account for the related Reference Pool, received in respect of the leases or the sale of the leased vehicles after the [Statistical][Actual] Cutoff Date;

· certain monies due under or payable in respect of the Units after the Actual Cutoff Date;

· the right to receive the proceeds of any dealer repurchase obligations relating to the Units;

· the right to receive any insurance proceeds from any insurance policies with respect to the related Units and lessees;

· the Exchange Note Collection Account;

· all other assets of the Titling Trust related to the Units; and

· all proceeds of the foregoing, except that actual sales proceeds will not constitute part of the Exchange Note security. See “The Servicer, Sponsor and Administrator—Like-Kind Exchange Program” in this prospectus.

The Exchange Note will be pledged to the Indenture Trustee to secure the Notes.

The principal balance of the Exchange Note will be less than the aggregate Securitization Value. On each Payment Date, other than a date on which the Exchange Note is redeemed, the principal balance of the Exchange Note will be required to be repaid by the Titling Trust by an amount sufficient to reduce its principal balance to an amount equal to [  ]% of the aggregate Securitization Value as of the end of the prior Collection Period. The difference between the principal balance of the Exchange Note and the aggregate Securitization Value serves as overcollateralization for the Exchange Note.

The initial principal balance of the Exchange Note will be $[      ]. The final scheduled maturity date of the Exchange Note will be [      ]. The Exchange Note will bear interest at a rate equal to the [Class [C] Note interest rate].

None of the Issuing Entity, the Noteholders and the persons in whose name a Certificate is registered on the certificate register (“Certificateholders”) will have a legal or beneficial interest in any unencumbered pool of the Titling Trust or the Warehouse Facility Pool of the Closed-End Collateral Specified Interest, any Other Reference Pool or any assets of the Titling Trust evidenced by the Closed-End Collateral Specified Interest certificate or any Other Exchange Note. To the extent certain defaults have occurred with respect to Other Exchange Notes related to Other Reference Pools or the Warehouse Facility Pool, the Servicer will deposit into the lease funding account any available amounts up to the aggregate outstanding amount of principal and other amounts due and payable with respect to such Other Exchange Notes and their related reference pools, the Warehouse Facility Pool and certain other secured obligations in accordance with the priority of payments for the Exchange Note, as described in “Description of the Transaction Documents—Distributions on the Exchange Note” in this prospectus.

On the Closing Date, the Titling Trust will issue the Exchange Note to or upon the order of Auto Lease Finance LLC, as Initial Beneficiary. For more information regarding the Titling Trust, the Initial Beneficiary and the Titling Trustee, you should refer to “The Titling Trust” in this prospectus.

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Transfers of the Exchange Note

Upon issuance by World Omni LT to Auto Lease Finance LLC, the Initial Beneficiary, the Exchange Note will be sold by the Initial Beneficiary to the Depositor and then transferred by the Depositor to the Issuing Entity.

Sale of the Exchange Note by Auto Lease Finance LLC to the Depositor will be made pursuant to an Exchange Note Sale Agreement, to be dated as of the Closing Date (the “Exchange Note Sale Agreement”). Auto Lease Finance LLC will covenant to treat the conveyance of the Exchange Note to the Depositor as an absolute sale and contribution, rather than a pledge or assignment of only a security interest, for all purposes.

Immediately after the transfer of the Exchange Note to the Depositor, the Depositor will:

· sell, transfer and assign to the Issuing Entity, without recourse, all of its right, title and interest in and to the Exchange Note, including all collections thereon after the Actual Cutoff Date, under an Exchange Note Transfer Agreement, to be dated as of the Closing Date (the “Exchange Note Transfer Agreement”); and

· deliver the Exchange Note to the Issuing Entity.

In exchange, the Issuing Entity will transfer to the Depositor the Notes and the certificate. The Depositor will retain the Issuing Entity trust Certificates on the Closing Date.

Immediately following the transfer of the Exchange Note to the Issuing Entity, the Issuing Entity will pledge its interest in the Issuing Entity’s estate, which includes the Exchange Note [and the interest rate protection agreement], to the Indenture Trustee as security for the Notes.

Application of Collected Amounts. Collected amounts include all of the following amounts that the Servicer receives relating to any lease or leased vehicle (collectively, the “Exchange Note Collected Amounts”):

· Base Monthly Payments,

· Liquidation Proceeds,

· insurance proceeds,

· prepayments in full of the outstanding principal amount of the lease, including any related payments of interest,

· payments remitted by a lessee of one or more scheduled payments (not constituting prepayments) in excess of the scheduled payment due under a lease, which the lessee has instructed the Servicer to apply to scheduled payments that are due under that lease in one or more immediately following calendar months (such payments are referred to in this prospectus as “Payments Ahead”),

· released intermediary funds,

· proceeds from the exercise of dealer recourse rights, and

· all other payments made by or on behalf of any lessee.

The Exchange Note Collected Amounts will not include any payments made by lessees representing Additional Lease Charges. The Additional Lease Charges, other than taxes and other amounts owing to any government authority, will be paid to the Servicer as supplemental servicing fees. The Servicer may waive any late payment fee or charge or any other fees or charges that may be collected in the ordinary course of servicing a lease.

In the case of any Relinquished Vehicles included in an Asset Pool, the Servicer and the QI will promptly deposit amounts equal to the Net LKE Disposition Proceeds of the Relinquished Vehicles into the applicable warehouse facility collection account, unencumbered pool collection account or Exchange Note Collection Account. See “The Servicer, Sponsor and Administrator—Like-Kind Exchange Program”.

Prior to the required remittance date, the Servicer will identify the Asset Pool to which the Exchange Note collected amounts relate and deposit those amounts (net of reimbursement of any liquidation expenses incurred by

56

the Servicer relating to any vehicle the Liquidation Proceeds of which are included among such funds) into the applicable lease funding account or Exchange Note Collection Account for the related Asset Pool. The Servicer shall from time to time in accordance with the Base Servicing Agreement, the related Servicing Supplement and the Titling Trust Agreement, determine respective amounts and recipients, and direct the Titling Trust to pay out of the applicable lease funding account or Exchange Note Collection Account all necessary and appropriate Titling Trust expenses and liabilities allocable to the respective Warehouse Facility Pool, unencumbered pool or reference pool. In the case of any Payments Ahead, the Servicer will maintain appropriate records in order to apply the Payments Ahead as a scheduled payment relating to the applicable lease.

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THE LEASES

The leases allocated to the Reference Pool consist of closed-end leases for new [and used] Toyota [and Scion] vehicles. Some or all of such leases allocated to the Reference Pool may have previously been included in the Warehouse Facility Pool of the Closed-End Collateral Specified Interest and any interest of the warehouse facility lenders in the leases allocated to the Reference Pool shall be released immediately prior to or contemporaneously with such allocation to the Reference Pool.

Characteristics of the Leases

The securitized portfolio information presented in this prospectus is stated as of the [Statistical][Actual] Cutoff Date and is calculated based on the Securitization Value. As of the[Statistical][Actual] Cutoff Date, the Units allocated to the Reference Pool had an aggregate Securitization Value of [approximately] $[      ]. For more information regarding how the Securitization Value for each Unit is calculated, you should refer to “—Calculation of the Securitization Value” below.

Eligibility Criteria and Portfolio Characteristics. The leases and related leased vehicles were selected by World Omni randomly from a pool of eligible leases in the Titling Trust’s portfolio of leases and leased vehicles that all met several criteria. The eligibility criteria for the leases include, among others, as of the [Statistical][Actual] Cutoff Date, that each lease:

· relates to a Toyota [or Scion] automobile or light-duty truck, of a model year of [      ] or later;

· [is written with respect to a leased vehicle that was at the time of the origination of the related lease a new [or used] vehicle or dealer demonstration vehicle driven fewer than [ ] miles;]

· was originated in the Five-State Area by a dealer (a) for a lessee with a United States address, (b) in the ordinary course of such dealer’s business, and (c) pursuant to a dealer agreement that provides for recourse to the dealer in the event of certain defects in the lease, but not for default by the lessee;

· has a remaining term to maturity as of the [Statistical][Actual] Cutoff Date of less than or equal to [  ] months and had an original lease term greater than or equal to [  ] months and less than or equal to [  ] months;

· [was originated on or after [      ];]

· provides for level payments that fully amortize the Adjusted Capitalized Cost of the lease at the Lease Rate to the related Contract Residual Value over the lease term [and, in the event of a lessee initiated early termination, provides for payment of an Early Termination Charge];

· is not more than 30 days past due as of the [Statistical][Actual] Cutoff Date and is not a Defaulted Lease;

· is owned, and the related leased vehicle is owned, by the Titling Trust, free of all liens (including tax liens, mechanics’ liens, and other liens other than any lien of the Closed-End Collateral Agent or any lien on the certificate of title that arises by operation of law), other than any lien upon a certificate of title of any leased vehicle deemed necessary and useful by the Servicer solely to provide for delivery of title documentation to the Titling Trustee;

· was originated in compliance with, and complies in all material respects with, all material applicable legal requirements, including, to the extent applicable, the Federal Consumer Credit Protection Act, Regulation M of the CFPB, all state leasing and consumer protection laws and all state and federal usury laws;

· is the valid, legal, and binding full–recourse payment obligation of the related lessee, enforceable against such lessee in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now or hereafter in effect, affecting the enforcement of creditors’ rights in general or (b) general principles of equity;

· was originated in compliance with customary origination practices;

· is payable solely in U.S. dollars;

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· relates to a Unit that had a Securitization Value as of the [Statistical][Actual] Cutoff Date no greater than $[      ]; and

· has as its lessee a person located in any state within the United States or the District of Columbia who is not (a) World Omni or any of its affiliates, or (b) the United States of America [or any state or local government or any agency or political subdivision thereof].

General Portfolio Characteristics of the Units. The Units have the following characteristics as of the [Statistical][Actual] Cutoff Date:

Pool Characteristics as of [Statistical] [Actual] Cutoff Date

[Statistical][Actual] Cutoff Date	[      ]
Number of Leases
Securitization Value
Average
Minimum
Maximum
Base Residual
Average
Minimum
Maximum
Original Term (Months)
Weighted Average(1)
Minimum
Maximum
Remaining Term (Months)
Weighted Average(1)
Minimum
Maximum
Seasoning (Months)(2)
Weighted Average(1)
Minimum
Maximum
FICO® Score(3)
Weighted Average FICO® Score(1)(3)(4)
Range of FICO® scores that represents greater than 90% of all pool FICO® scores(3)(4)(5)
Maximum Weighted Average FICO® score(1)(3)(4)(6)
Discounted Base Residual as a % of Securitization Value
Base Residual as a % of lesser of MRM and MSRP

(1) Weighted average by Securitization Value.

(2) Seasoning refers to the number of months elapsed since origination of the leases.

(3) FICO^® is a federally registered trademark of Fair, Isaac & Company. An obligor’s FICO^® score measures the likelihood that such obligor will repay his or her obligation as expected. The FICO^® score for each account reflects the first bureau score reviewed (typically Equifax) at time of application.

(4) FICO^® Scores are calculated excluding accounts for which no FICO^® score is available in World Omni’s account servicing system. Of the [      ] leases in the Reference Pool as of the [Statistical][Actual] Cutoff Date, [    ] or [      ]% of the aggregate number of leases in the Reference Pool are accounts for which FICO^® scores are unavailable.

(5) Less than 5% of the lessee FICO^® scores (based on the aggregate Securitization Value) exceed [    ] and less than 5% of the lessee FICO^® scores (based on the aggregate Securitization Value) fall below [    ]. Range of FICO^® scores represent at least 90% of the aggregate Securitization Value as of origination.

(6) For leases having co-lessees, the maximum weighted average FICO^® score is determined by using the greater of the two FICO^® scores between the primary applicant and the co-applicant, weighted by the Securitization Value of the related Unit as of the [Statistical][Actual] Cutoff Date.

A FICO^® score is a measurement determined by Fair, Isaac & Company using information collected by the major credit bureaus to assess credit risk. Data from an independent credit reporting agency, such as FICO^® score, is one of several factors that may be used by the originator in its credit scoring system to assess the credit risk associated with each applicant. Additionally, FICO^® scores are based on independent third party information, the

59

accuracy of which cannot be verified. FICO^® scores should not necessarily be relied upon as a meaningful predictor of the performance of the leases.

Calculation of the Securitization Value

Under the Servicing Agreement, the Servicer will calculate a “Securitization Value” for each Unit in the related Reference Pool equal to the sum of (i) the present values, calculated using a discount rate equal to the greater of the Securitization Rate and the Lease Rate, of (a) the aggregate scheduled Base Monthly Payments remaining on the lease and (b) the Base Residual Value of the related leased vehicle and (ii) any Base Monthly Payments due but not yet paid, minus any Base Monthly Payments made in advance of the lease’s next due date. The Securitization Value of a Terminated Unit is equal to zero.

The “Base Residual Value” of the leased vehicle is the lower of:

(a) the ALG Residual Value; and

(b) the Contract Residual Value.

The “Securitization Rate” will equal [  ]%.

The “ALG Residual Value” is calculated by multiplying (a) the residual value percentage estimate published by ALG for the appropriate vehicle and term by (b) the lower of (i) the actual MSRP and (ii) the MRM published by ALG, in each case for such vehicle.

For more information on how Contract Residual Values of the leased vehicles are determined, you should refer to “The Servicer, Sponsor and Administrator—Origination, Underwriting and Purchasing—Determination of contract residual values” in this prospectus.

A “Terminated Unit” is a lease and related leased vehicle allocated to the Reference Pool for which any of the following has occurred during a Collection Period:

· following the scheduled expiration or early termination (including a voluntary early termination by the lessee) of the related lease, the related leased vehicle was either (a) sold or otherwise disposed of by the Servicer or (b) held in inventory for more than 90 days, whichever occurs first;

· the related leased vehicle was purchased by a customer or dealer;

· the Servicer’s records, in accordance with its Customary Servicing Practices, disclose that all insurance proceeds expected to be received have been received by the Servicer following a casualty or other loss with respect to the related leased vehicle; or

· the related lease becoming a Defaulted Lease.

A “Defaulted Lease” means a lease for which any of the following has occurred during a Collection Period:

· any payment or part thereof in excess of $[40.00] is past due 120 or more days;

· the related vehicle has been repossessed and sold or repossessed and held in inventory for more than 90 days, whichever occurs first; or

· the lease has been charged off in accordance with the Servicer’s Customary Servicing Practices.

Characteristics of the Units

The following tables show the distribution of the Units by geographic location, scheduled year and month of maturity, vehicle model, original term to maturity and remaining term to maturity. The data set forth in the table below entitled “Distribution of the Leases by Geographic Location as of the [Statistical][Actual] Cutoff Date” are based on the billing addresses of the lessees.

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Distribution of the Leases by Geographic Location as of the [Statistical] [Actual] Cutoff Date

As of the [Statistical][Actual] Cutoff Date, the composition of the leases by geographic location was as follows:

Geographic Location	Number of Leases		Percentage of Number of Leases(1)			Securitization Value(2)		Percentage of Securitization Value(1)
[      ]		[      ]		[      ]	%	$	[      ]		[      ]	%
[      ]		[      ]		[      ]	%	$	[      ]		[      ]	%
[      ]		[      ]		[      ]	%	$	[      ]		[      ]	%
[      ]		[      ]		[      ]	%	$	[      ]		[      ]	%
[      ]		[      ]		[      ]	%	$	[      ]		[      ]	%
All others		[      ]		[      ]	%	$	[      ]		[      ]	%
Total		[      ]		100.00	%	$	[      ]		100.00	%

(1) Percentages may not add to total due to rounding.

(2) Based on the greater of the Securitization Rate and the Lease Rate.

Distribution of the Leases by Scheduled Year and Month of Maturity as of the [Statistical][Actual] Cutoff Date 

As of the [Statistical][Actual] Cutoff Date, the composition of the leases by scheduled year and month to maturity was as follows:

Scheduled Year and Month of Maturity

Number of Leases

Percentage of Number of Leases(1)

Securitization Value(2)

Percentage of Securitization Value(1)

Base Residual

Percentage of Base Residual(1)

20[  ]-[  ]

[      ]

[      ]

%

$

[      ]

[      ]

%*

$

[      ]

[      ]

%

Total

[      ]

100.00

%

$

[      ]

100.00

%

$

[      ]

100.00

%

(1) Percentages may not add to total due to rounding.

(2) Based on the greater of the Securitization Rate and the Lease Rate.

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Distribution of the Leased Vehicles by Vehicle Model as of the [Statistical][Actual] Cutoff Date

As of the [Statistical][Actual] Cutoff Date, the composition of the leased vehicles by vehicle model was as follows:

Vehicle Model	Number of Leases		Percentage of Number of Leases(1)			Securitization Value(2)		Percentage of Securitization Value(1)
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
All others		[      ]		[    ]	%	$	[      ]		[    ]	%
Total		[      ]		100.00	%	$	[      ]		100.00	%

(1) Percentages may not add to total due to rounding.

(2) Based on the greater of the Securitization Rate and the Lease Rate.

Distribution of the Leases by Original Term to Maturity as of the [Statistical][Actual] Cutoff Date

As of the [Statistical][Actual] Cutoff Date, the distribution of the leases by original term to maturity was as follows:

Original Term to Maturity (Months)	Number of Leases		Percentage of Number of Leases(1)			Securitization Value(2)		Percentage of Securitization Value(1)
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
Total		[      ]		100.00	%	$	[      ]		100.00	%

(1) Percentages may not add to total due to rounding.

(2) Based on the greater of the Securitization Rate and the Lease Rate.

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Distribution of the Leases by Remaining Term to Maturity as of the [Statistical][Actual] Cutoff Date

As of the [Statistical][Actual] Cutoff Date, the distribution of the leases by remaining term to maturity was as follows:

Remaining Term to Maturity (Months)	Number of Leases		Percentage of Number of Leases(1)			Securitization Value(2)		Percentage of Securitization Value(1)
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
[      ]		[      ]		[    ]	%	$	[      ]		[    ]	%
Total		[      ]		100.00	%	$	[      ]		100.00	%

(1) Percentages may not add to total due to rounding.

(2) Based on the greater of the Securitization Rate and the Lease Rate.

[To be included for offerings after November 22, 2016:]

[Asset-Level Data]

[The Depositor prepared asset level data for the Units in the [statistical][actual] pool and filed it with the SEC on Form ABS-EE. The Form ABS-EE is incorporated by reference into this prospectus. The asset data file contains detailed information for each Unit in the [statistical][actual] pool about its identification, origination, lease terms, leased vehicle, lessee, lease activity, servicing and status. Investors should carefully review the asset level data.]

[The Servicer will also prepare asset level data about the Units for this securitization transaction for the prior month and file it with the SEC on Form ABS-EE at the time of filing the Form 10-D. The Form ABS-EE, and any information attached as exhibits to the form, will be incorporated by reference into the Form 10-D. The asset data file will contain detailed information for each Unit about its identification, origination, lease terms, leased vehicle, lessee, lease activity, servicing and status.]

Pool Underwriting

As described in “The Servicer, Sponsor and Administrator—Underwriting Standards” in this prospectus, under World Omni’s origination process, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded and reviewed by a World Omni associate with appropriate approval authority. [      ] leases, having an aggregate Securitization Value [as of the [Statistical][Actual] Cutoff Date of $[      ] (approximately [      ]% of the Securitization Value [as of the [Statistical][Actual] Cutoff Date]) were automatically approved by World Omni’s computer-based evaluation software, while [      ] leases, having an aggregate Securitization Value [as of the [Statistical][Actual] Cutoff Date] of $[      ] (approximately [      ]% of the Securitization Value [as of the [Statistical][Actual] Cutoff Date]) were evaluated and approved by a World Omni associate in accordance with World Omni’s written underwriting guidelines. [As described in this prospectus, World Omni does not consider any of the leases in the Reference Pool to constitute exceptions to World Omni’s written underwriting guidelines.]

Review of Leases in Reference Pool

In connection with the offering of the Notes, the Depositor has performed a review of the leases in the Reference Pool allocated by the Titling Trust on the Closing Date and the disclosure regarding those leases required to be included in this prospectus by Item 1111 of Regulation AB (such disclosure, the “Rule 193 Information”). This review was designed and effected to provide the Depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects. The Depositor consulted with, and was assisted by, responsible

63

personnel of World Omni in performing the review. In addition, World Omni has engaged third parties to assist with portions of the review. World Omni determined the nature, extent and timing of the review and the sufficiency of the assistance provided by the third parties for purposes of its review. The Depositor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. The Depositor attributes all findings and conclusions of the review to itself.

As part of the review, World Omni identified the Rule 193 Information to be covered and identified the review procedures for each portion of the Rule 193 Information. Descriptions consisting of factual information, such as business practices and contract terms, were reviewed with responsible personnel of World Omni, who approved those descriptions as accurate in all material respects. World Omni, assisted by external counsel, also reviewed the Rule 193 Information consisting of descriptions of portions of the transaction documents and compared that Rule 193 Information to the related transaction documents to provide reasonable assurance that the descriptions were accurate in all material respects. World Omni also consulted with internal regulatory personnel and counsel, as well as external counsel, with respect to the description of the legal and regulatory provisions that may materially and adversely affect the performance of the leases and the leased vehicles in the Reference Pool or payments on the Notes. [For offerings after November 22, 2016, description of review of asset level data filed on Form ABS-EE to be included.]

The Depositor used information from internal databases and other management information systems to assemble an electronic data tape containing relevant data on leases in the Reference Pool. From this electronic data tape, the Depositor constructed the pool composition and stratification tables in “The Leases—Characteristics of the Units” in this prospectus.

The Depositor designed procedures to test the accuracy of the transmission of individual lease data from information databases maintained by World Omni to the electronic data tape. Through a random process, [      ] leases in the [statistical] [reference] pool were selected from the [statistical] [reference] pool (the “Sample”). World Omni made available to responsible personnel of World Omni and third parties that assisted World Omni with its review electronic copies of the pertinent underlying documentation, including data records, for each lease in the Sample. A variety of numerical values and data points for each lease in the Sample were either compared to the corresponding information in the electronic data tape or evaluated for compliance with an eligibility criterion or representation and warranty, to determine whether any inaccuracies existed. [The Depositor found no discrepancies in its review of the Sample.]

The Depositor’s review also evaluated the eligibility criteria that pertain to standard terms of leases and standard business practices, such as the criteria related to each lease providing for level payments that fully amortize the Adjusted Capitalized Cost of the lease. The Depositor confirmed with responsible personnel of World Omni that its systems would not permit the origination of leases that fail to meet these types of eligibility criteria. [The Depositor found no discrepancies in this review].

Another aspect of the Depositor’s review consisted of a comparison of selected statistical data contained in this prospectus describing the leases in the [statistical] [reference] pool to data in, or derived from, the electronic data tape. The review consisted of a recalculation from the data in the electronic data tape of the number of leases, monetary amounts, amounts and percentages displayed in this prospectus. Differences due to rounding or that were de minimis were not considered exceptions. [This comparison found no exceptions within the specified parameters.]

World Omni monitors internal reports and developments with respect to processes and procedures that are designed to maintain and enhance the quality of decision-making, the quality of originated assets and the accuracy, efficiency and reliability of lease systems and operations. Internal control processes used by World Omni include reviews of lease documentation and other origination functions. Internal control audits are performed regularly on key business functions.

[After undertaking the review described above, the Depositor has found and concluded that it has reasonable assurance that the Rule 193 Information in this prospectus is accurate in all material respects.]

Representations and Warranties Relating to the Units

Schedule of leases. The Servicer will prepare a schedule describing the Units, which will be attached as an

64

exhibit to the Exchange Note Supplement. This schedule will identify each lease by its identification number and each leased vehicle by its vehicle identification number. The schedule will also include the following information for each lease:

· date of origination;

· the lease termination date, which is the payment due date in the month after the final scheduled payment by the lessee;

· the Base Monthly Payment;

· the Securitization Value; and

· the Base Residual Value.

Representations, Warranties and Covenants. In the Exchange Note Sale Agreement, Auto Lease Finance LLC will make representations and warranties to the Depositor with respect to each lease and related leased vehicle in the Reference Pool, including, that as of the Actual Cutoff Date:

· the information provided with respect to each Unit in the schedule described above is correct in all material respects as of the Actual Cutoff Date;

· relates to a new [or used] Toyota [or Scion] automobile or light duty truck;

· provides for level payments that fully amortize the Adjusted Capitalized Cost of the lease at a Lease Rate to the related Contract Residual Value over the lease term;

· is not more than 30 days past due as of the Actual Cutoff Date and is not a Defaulted Lease;

· is owned, and the related leased vehicle is owned, by the Titling Trust, free of all liens (including tax liens, mechanics' liens, and other liens other than any lien of the Closed-End Collateral Agent or any lien on the certificate of title that arise by operation of law), other than certain permitted lien;

· was originated in compliance with, and complies in all material respect with, all material applicable legal requirements; and

· is the valid, legal, and binding full-recourse payment obligation of the related obligor, enforceable against such obligor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now or hereafter in effect, affecting the enforcement of creditors' rights in general or (b) general principles of equity.

On the Closing Date, the Depositor will assign all of its rights under the Exchange Note Sale Agreement to the Issuing Entity. The Exchange Note Sale Agreement will also provide that if Auto Lease Finance LLC or the Depositor discovers a breach of certain representations or warranties with respect to a lease or the related leased vehicle made by Auto Lease Finance LLC in the Exchange Note Sale Agreement that materially and adversely affects the Issuing Entity’s interest in the related Unit, which breach is not cured in all material respects on or before the end of the Collection Period in which Auto Lease Finance LLC discovers such incorrectness (either pursuant to notice or otherwise), then the applicable Unit will be removed from the Reference Pool for the Exchange Note on the Payment Date related to that Collection Period. In connection with this reallocation, Auto Lease Finance LLC will be required to deposit into the collection account a reallocation payment for the applicable Unit in an amount specified in this prospectus. The reallocation payment must be made by Auto Lease Finance LLC as of the Payment Date immediately following the day on which the related cure period ended. Upon making that payment, the related Unit will no longer be included in the Reference Pool for the Exchange Note. The obligation of Auto Lease Finance LLC to deposit such reallocation payment will constitute the sole remedy respecting such breach.

Pursuant to the Indenture, the Issuing Entity will assign its rights in such representations and warranties to the Indenture Trustee for the benefit of the Noteholders.

None of the the Titling Trust, the Titling Trustee, the Titling Trustee Agent, the Initial Beneficiary, Indenture Trustee, the Owner Trustee, the Asset Representations Reviewer, the Servicer or any other person has any obligation to investigate the accuracy of such representations and warranties of Auto Lease Finance LLC or whether any Unit may be an ineligible Unit.

65

Upon discovery by or notice to Auto Lease Finance LLC of a breach of any representation or warranty with respect to certain characteristics of the Units, including by receipt of a review report from the Asset Representations Reviewer indicating that a test was failed for a lease, Auto Lease Finance LLC will investigate the lease or leases to confirm the breach and determine if it has materially and adversely affected the lease or leases. A Noteholder or beneficial owner of a Note may make a request or demand that a lease be reallocated due to a breach of a representation made about the leases. Any request or demand that a Unit be reallocated must be in writing and provide sufficient detail so as to allow Auto Lease Finance LLC to reasonably investigate the alleged breach of the representations and warranties related to such Unit.

The Depositor will report any requests or demands to repurchase leases and related activity and status on Form ABS-15G.

Asset Representations Review

If two triggers are met, the Asset Representations Reviewer will perform a review of leases to test for compliance with the representations made by Auto Lease Finance LLC about the leases and leased vehicles. The first trigger is the Delinquency Percentage for any Payment Date exceeding the Delinquency Trigger for that Payment Date, as described in “— Delinquency Trigger” below. If the Delinquency Trigger occurs, it will be reported in the Form 10-D for the month in which such trigger occurs. The second trigger is a voting trigger that will be met if, following the occurrence of a Delinquency Trigger, the Noteholders (including beneficial owners of Notes) of at least 5% of the outstanding principal balance of Notes demand a vote and, subject to a 5% voting quorum, the Noteholders of a majority of the outstanding principal balance of the Notes that are voted vote for a review. The review fees will be $[ ] for each lease tested in the review.

Delinquency Trigger

A delinquent lease is defined as a lease with more than $[40] of a scheduled payment past due, including leases with bankrupt lessees but excluding Defaulted Leases.

On or prior to each Payment Date, the Servicer will calculate the Delinquency Percentage for the preceding calendar month. The “Delinquency Percentage” for each Payment Date and the related preceding calendar month is an amount equal to the ratio (expressed as a percentage) of (i) the aggregate Securitization Value of all delinquent leases in the Actual Pool that are more than 60 days delinquent as of the last day of calendar month immediately preceding such Payment Date to (ii) the aggregate Securitization Value of all leases in the Actual Pool as of the last day of such preceding calendar month.

The “Delinquency Trigger” for any Payment Date and the related preceding calendar month is [[ ]%]. World Omni developed the Delinquency Trigger by considering the monthly greater than 60-day delinquency rate observed in its prior securitizations of leases in this program over the last [ ] years. Such delinquency rate is calculated as the aggregate securitization value of the delinquent leases that are more than 60 days delinquent as a percentage of the aggregate securitization value of all of the leases as of the end of a month. The Delinquency Trigger was calculated as a multiple of [_] times the previous historical peak Delinquency Percentage of its prior securitizations of leases over the last [ ] years. [This multiple corresponds generally to the multiple used for calculating expected cumulative net losses before the Notes would realize a loss.] The amount of the Delinquency Trigger has been set at a level in excess of the historical peak Delinquency Percentage to assure that the Delinquency Trigger is not breached due to ordinary fluctuations in the economy.

World Omni believes that the Delinquency Trigger is appropriate based on:

•      its experience with delinquency in its prior securitized pools of leases, and in its portfolio of leases; and

•      its assessment of the amount of net cumulative losses that would likely result in a loss to Noteholders of the most junior Notes in its prior securitized pools.

[Include chart comparing the Delinquency Trigger to the delinquency statistics for World Omni’s prior securitized pools included in Appendix A.] For more information regarding greater than [60] day delinquent lease statistics for World Omni’s prior securitized pools, see Appendix A to this prospectus.

Voting Trigger

66

If the Delinquency Trigger occurs on the last day of a month, a Noteholder may demand that the Indenture Trustee call a vote of all Noteholders on whether to direct the Asset Representations Reviewer to perform a review. For purposes of this demand, if the demanding Noteholder is the record holder of any Notes, no verification procedures will be required. If the requesting Noteholder is not the record holder of any Notes and is instead a beneficial owner of Notes, the [Indenture Trustee] may require no more verification than (1) a written certification from the Noteholder that it is a beneficial owner of a specified outstanding principal amount of the Notes and (2) an additional form of documentation, such as a trade confirmation, an account statement, a letter from the broker or dealer or other similar document.

If Noteholders of at least 5% of the outstanding principal balance of the Notes demand a vote within [90] days after the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Issuing Entity’s Form 10-D for the Collection Period in which the demand requirement was met will include a statement that sufficient Noteholders are requesting a full Noteholder vote to commence a review by the Asset Representations Reviewer. The Form 10-D will also specify the applicable voting procedures and will also specify the voting deadline that will be used to calculate whether the requisite amount of Noteholders have cast affirmative votes to direct the Asset Representations Reviewer to commence a review. Any beneficial owner of Notes may act through their respective DTC participants. The vote will remain open until the 150th day after the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger. Assuming a voting quorum of Noteholders holding at least 5% of the outstanding principal balance of the Notes is reached, if the Noteholders of a majority of the outstanding principal balance of the Notes that are voted vote to direct a review, the Indenture Trustee will notify the Asset Representations Reviewer and the Servicer to start the review. The Issuing Entity’s Form 10-D for the Collection Period in which the Asset Representations Reviewer received the notice to start the review will specify that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review. If the requirements of the voting trigger are not met within these time periods, no asset representations review will occur for that occurrence of the Delinquency Trigger.

For the purpose of the voting described above, Notes held by the Sponsor or Servicer, or any affiliates thereof, are not included in the calculation of determining whether the Noteholders have elected to initiate a vote.

Asset Representations Review Process

The review will be performed on each lease that is 60 days or more delinquent at the end of the prior month, or the “Review Leases.” Within 60 days of the receipt of a review notice, the Servicer will give the Asset Representations Reviewer access to the lease files and other information necessary for the review of all of the Review Leases. Upon receiving access to the review materials, the Asset Representations Reviewer will start its review of the Review Leases and complete its review within 60 days after receiving access to all review materials. The review period may be extended by up to an additional 30 days if the Asset Representations Reviewer detects missing review materials that are subsequently provided within the 60-day period or requires clarification of any review materials or testing procedures. The review will consist of performing specific tests for each representation and each Review Lease and determining whether each test was passed or failed. If the Servicer notifies the Asset Representations Reviewer that a Review Lease was paid in full or reallocated from the pool before the review report is delivered, the Asset Representations Reviewer will terminate the tests of that Review Lease and the review of that Review Lease will be considered complete.

The tests were designed by World Omni to determine whether a Review Lease was not in compliance with the representations made about it in the transaction documents at the relevant time, which is usually at origination of the lease or as of the Actual Cutoff Date or Closing Date. There may be multiple tests for each representation. The review is not designed to determine why the lessee is delinquent or the creditworthiness of the lessee, either at the time of the review or at origination. The review is not designed to determine whether the lease was serviced in compliance with the Servicing Agreement after the Actual Cutoff Date. The review is not designed to establish cause, materiality or recourse for any failed test. The review is not designed to determine whether World Omni’s origination, underwriting and purchasing policies and procedures are adequate, reasonable or prudent.

Review Report

Within five days after completion of the review, the Asset Representations Reviewer will provide a report to the Issuing Entity, the Servicer and the Indenture Trustee on the test results for each Review Lease and each representation, including any Review Lease for which the tests were considered complete and the related

67

reason. The Asset Representations Reviewer is not responsible for determining whether noncompliance with any representation is a breach of the transaction documents or if any lease is required to be reallocated. The Servicer will evaluate any report of the Asset Representations Reviewer and any reallocation request received from the Indenture Trustee, any Noteholder or any other party to any of the transaction documents in order to determine whether a reallocation payment or a reallocation of any lease is required.  After reviewing the report, the Servicer will determine if there were breaches of its representations and warranties, and will then decide whether Auto Lease Finance LLC is obligated to pay the reallocation payment or reallocate the lease pursuant to the Exchange Note Sale Agreement.  The Exchange Note Sale Agreement requires that any breach of the representations and warranties must materially and adversely affect the lease before Auto Lease Finance LLC would be required to make a reallocation payment or reallocate the lease.

On receipt of the report, the review fee will be paid to the Asset Representations Reviewer by [the Servicer, and to the extent not paid by the Servicer, according to the priority of payments as described under “Description of the Transaction Documents—Distributions on the Securities].” A summary of the report of the asset representations review, including a description of each test that failed, will be included in the Form 10-D for the trust in the next month.

For more information about the Asset Representations Reviewer, you should read “The Asset Representations Reviewer.”

Periodic Reports

The Depositor will file a Form 10-D for the Issuing Entity with the SEC within 15 days after each Payment Date which will include the investor report for that Payment Date and the following information, if applicable:

· a description of the events that triggered a review of the Review Leases by the Asset Representations Reviewer during the prior month;

· if the Asset Representations Reviewer delivered its review report during the prior month, a summary of the report; and

· if the Asset Representations Reviewer resigned or was removed, replaced or substituted, or if a new Asset Representations Reviewer was appointed during the prior month, the identity and experience of the new Asset Representations Reviewer, the date the change occurred and the circumstances surrounding the change.

Dispute Resolution for Reallocation Requests

If a request is made for the reallocation of a lease due to a breach of a representation made about the leases and leased vehicles, and the reallocation is not resolved within 180 days after receipt by Auto Lease Finance LLC of notice of the reallocation request, the requesting party, including a Noteholder and any beneficial owner of Notes, will have the right to refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration. This right is not a mechanism for requesting reallocation or other relief from losses resulting from changes in the credit quality of a lease or other market conditions. Auto Lease Finance LLC will not reallocate a lease with respect to which the related breach of a representation or warranty did not materially adversely affect the lease. If a lease is paid off, satisfied or reallocated, no demands to reallocate are permitted, and there is no further right to mediation or arbitration regarding that lease. None of the representations and warranties related to the leases relate to the performance of the leases or to any credit losses that may occur as a result of a default by the related lessee on the lease. Furthermore, the dispute resolution procedures described below apply only to the specific leases that are related to the dispute. Dispute resolution to resolve reallocation requests will be available regardless of whether the Noteholders voted to direct an asset representations review or whether the Delinquency Trigger occurred. However, if the lease subject to a reallocation request was part of an asset representations review and the findings and conclusions of the Asset Representations Reviewer state that no tests were failed for the lease, the reallocation request for the lease will be deemed to be resolved.

The requesting party must start the mediation (including non-binding arbitration) or arbitration proceeding according to the applicable rules of the mediation or arbitration organization within 90 days after the end of the 180-day period. The Administrator will direct the Indenture Trustee to, and the Indenture Trustee will, notify the requesting party at the end of the 180-day period if a reallocation demand is unresolved. Auto Lease Finance LLC must agree to participate in the selected resolution method.

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A mediation or arbitration will be administered by [insert name of nationally-recognized alternative dispute resolution facilitator] using its mediation or arbitration rules in effect at the time of the proceeding. If [insert name of nationally-recognized alternative dispute resolution facilitator] no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization selected by Auto Lease Finance LLC, using its relevant rules then in effect. However, if any rules of the mediation or arbitration organization are inconsistent with the procedures for the mediation or arbitration stated in the transaction documents, the procedures in the transaction documents will control. Any mediation or arbitration will be held in New York City at the offices of the mediator or arbitrator or at another location selected by Auto Lease Finance LLC. Any party or witness may appear by teleconference or video conference.

A single mediator or arbitrator will be selected by the mediation or arbitration organization from a list of neutrals maintained by it according to its mediation or arbitration rules then in effect. The mediator or arbitrator must be impartial, an attorney admitted to practice in the state of New York and have at least [15] years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

For a mediation, the proceeding will start within [15] days after the selection of the mediator and conclude within [30] days after the start of the mediation. The expenses of the mediation will be allocated among the parties as mutually agreed by the parties as part of the mediation. If the parties fail to agree at the completion of the mediation, the requesting party may refer the reallocation request to arbitration or court adjudication.

For an arbitration, the arbitrator will have the authority to schedule, hear and determine any motions, including dispositive and discovery motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with [30] days of selection of the arbitrator and will be limited for each party to [two] witness depositions not to exceed five hours, [two] interrogatories, [one] document request and [one] request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than [ten] pages each, and will be limited to initial statements of the case, discovery motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than [60] days after the selection of the arbitrator and will proceed for no more than [six] consecutive Business Days with equal time allocated to each party for the presentation of direct evidence and cross examination. The arbitrator may allow additional time on a showing of good cause or due to unavoidable delays.

The arbitrator will make its final determination in writing no later than [90] days after its selection. The arbitrator will resolve the dispute according to the transaction documents, and may not modify or change the transaction documents in any way or award remedies not consistent with the transaction documents. The arbitrator will not have the power to award punitive or consequential damages. In its final determination, the arbitrator will determine and award the costs of the arbitration to the parties in its reasonable discretion. The final determination of the arbitrator will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. By selecting binding arbitration, the requesting party is giving up its right to sue in court, including the right to a trial by jury.

Auto Lease Finance LLC will not be required to produce personally identifiable customer information for purposes of any mediation or arbitration. Each party will agree to keep the details of the reallocation request and the dispute resolution confidential, except as required by law, regulatory requirement or court order.

69

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Set forth below is information concerning World Omni’s experience with respect to its entire portfolio of [new] Toyota[and Scion] closed-end leases, which includes leases owned by the Titling Trust. The dollar amount of the leases outstanding reflects World Omni’s book value.

For credit loss terminations, World Omni charges off the account balance of a lease upon the related vehicle’s sale date or at the time the account balance is deemed uncollectible under Customary Servicing Practices.

Gains or losses associated with the sale of off-lease inventory also are recorded upon the vehicle sale date.

Collections of end-of-term charges such as excess wear and use and excess mileage charges are credited when proceeds are received.

The data presented in the following tables are for illustrative purposes only. Delinquency, repossession and loss experience may be influenced by a variety of economic, social and geographic conditions and other factors beyond World Omni’s control. There is no assurance that World Omni’s delinquency, repossession and loss experience with respect to its leases and the related leased vehicles in the future will be similar to that set forth below. The percentages in the tables below have not been adjusted to eliminate the effect of the growth of World Omni’s originated portfolio. Accordingly, the repossession and net loss percentages would be expected to be higher than those shown if a group of contracts were isolated for a period of time and the repossession and net loss data showed the activity only for that isolated group over the periods indicated.

We have not provided similar delinquency, repossession and net loss data on the leases allocated to the Reference Pool, because none of those leases was more than 30 days delinquent in payments as of the Actual Cutoff Date. See “The Leases—Characteristics of the Leases—Eligibility Criteria and Portfolio Characteristics” in this prospectus.

Delinquency Experience

(Dollars in Thousands)

As of [____],

20[__]

20[__]

20[__]

20[__]

20[__]

Dollar Amount of Lease Contracts Outstanding(1)

$

[  ]

$

[  ]

$

[  ]

$

[  ]

$

[  ]

Number of Lease Contracts Outstanding

[  ]

[  ]

[  ]

[  ]

[  ]

Unit

%

Unit

%

Unit

%

Unit

%

Unit

%

Number of Delinquent Lease Contracts(2)

31-60 Days

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

61-90 Days

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

91-120 Days

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

121 Days or More

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

Total 31 days or more(3)

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

[  ]

$

%

$

%

$

%

$

%

$

%

Dollar Amount of Delinquent Lease Contracts(1)

31-60 Days

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

61-90 Days

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

91-120 Days

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

121 Days or More

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

Total 31 days or more(3)

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

$

[  ]

[  ]

(1) The dollar amount of the leases outstanding represents the sum of (i) the present value of the remaining monthly payments payable under the leases and (ii) the present value of the Contract Residual Value of the leased vehicles. The present value calculation is based on the Lease Rate.

(2) World Omni considers a payment to be past due or delinquent when a lessee owes in excess of $[40] of the scheduled monthly payment after the related due date. The period of delinquency is based on the number of days that in excess of $[40] of a payment is contractually past due.

(3) Balances and percentages may not add to total due to rounding.

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Net Credit Loss And Repossession Experience

(Dollars in Thousands)

As of and For the [__] Months Ended [__],

20[__]

20[__]

20[__]

20[__]

20[__]

Dollar Amount of Lease Contracts Outstanding(1)

$

[  ]

$

[  ]

$

[  ]

$

[  ]

$

[  ]

Dollar Amount of Average Lease Contracts Outstanding(1)(2)

$

[  ]

$

[  ]

$

[  ]

$

[  ]

$

[  ]

Number of Lease Contracts Outstanding

[  ]

[  ]

[  ]

[  ]

[  ]

Average Number of Lease Contracts Outstanding(2)

[  ]

[  ]

[  ]

[  ]

[  ]

Number of Repossessions

[  ]

[  ]

[  ]

[  ]

[  ]

Number of Repossessions as a Percentage of the Average Number of Lease Contracts Outstanding(6)

[  ]

%

[  ]

%

[  ]

%

[  ]

%

[  ]

%

Charge-offs(3)(5)

$

[  ]

$

[  ]

$

[  ]

$

[  ]

$

[  ]

Recoveries(4)

$

[  ]

$

[  ]

$

[  ]

$

[  ]

$

[  ]

Net Losses

$

[  ]

$

[  ]

$

[  ]

$

[  ]

$

[  ]

Net Losses as a Percentage of Average Dollar Amount of Lease Contracts Outstanding(6)

[  ]

%

[  ]

%

[  ]

%

[  ]

%

[  ]

%

(1) The dollar amount of the leases outstanding represents the sum of (i) the present value of the remaining monthly payments payable under the leases and (ii) the present value of the Contract Residual Value of the leased vehicles. The present value calculation is based on the Lease Rate.

(2) Averages are computed by taking a simple average of the month end outstanding amounts for each period presented.

(3) Charge–offs generally represent the total aggregate net outstanding balance of the lease contracts determined to be uncollectible in the period less proceeds from disposition of the related leased vehicles, other than recoveries described in Note (4).

(4) Recoveries generally include the net amount received with respect to lease contracts previously charged off.

(5) Net of subvention dollars.

(6) Numbers have been annualized for any period less than one year.

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Residual Value Loss Experience. Set forth below is information concerning residual value loss experience and return rates for [new] Toyota [and Scion] vehicles at termination. The residual value loss rates are indicated as the difference between the ALG Residual Value at origination and the actual amounts received for the off-lease vehicles. See “The Servicer, Sponsor and Administrator—Origination, Underwriting and Purchasing—Determination of contract residual values” and “The Leases—Calculation of the Securitization Value” in this prospectus for a description of ALG residual value, MSRP and MRM.

Residual Value Loss Experience

(Dollars in Thousands)

For the [__] Months Ended [__],

20[__]

20[__]

20[__]

20[__]

20[__]

Total Number of Vehicles Scheduled to Terminate

[  ]

[  ]

[  ]

[  ]

[  ]

Number of Vehicles Returned to World Omni (1)

[  ]

[  ]

[  ]

[  ]

[  ]

Vehicles Returned to World Omni Ratio

[  ]

%

[  ]

%

[  ]

%

[  ]

%

[  ]

%

Total ALG Residual on Vehicles Scheduled to Terminate

$

[  ]

$

[  ]

$

[  ]

$

[  ]

$

[  ]

Total (Gain)/Loss on ALG Residuals on Vehicles Returned to World Omni (2)

$

([  ]

)

$

([  ]

)

$

([  ]

)

$

([  ]

)

$

([  ]

)

Average (Gain)/Loss on ALG Residuals on Vehicles Returned to World Omni(3)

$

([  ]

)

$

([  ]

)

$

([  ]

)

$

([  ]

)

$

([  ]

)

Total ALG Residual on Vehicles Returned to World Omni

$

[  ]

$

[  ]

$

[  ]

$

[  ]

$

[  ]

Total (Gain)/Loss on ALG Residuals on Vehicles Returned to World Omni as a Percentage of ALG Residuals of Returned Vehicles Sold by World Omni

([  ]

)%

([  ]

)%

([  ]

)%

([  ]

)%

([  ]

)%

Total (Gain)/Loss on ALG Residuals on Vehicles Returned to World Omni as a Percentage of ALG Residuals of Vehicles Scheduled to Terminate

([  ]

)%

([  ]

)%

([  ]

)%

([  ]

)%

([  ]

)%

Average Contract Residual Value Percentage of lesser of MRM or MSRP

[  ]

%

[  ]

%

[  ]

%

[  ]

%

[  ]

%

Average ALG Residual Percentage of lesser of MRM or MSRP

[  ]

%

[  ]

%

[  ]

%

[  ]

%

[  ]

%

Percentage Difference(4)

([  ]

)%

([  ]

)%

([  ]

)%

([  ]

)%

([  ]

)%

(1) Excludes repossessions and vehicles in inventory. Includes lessee initiated early terminations and vehicles purchased by lessees or other parties for less than World Omni’s contract residual value.

(2) Gain/(loss) calculated as the sum of (i) gross sales proceeds plus (ii) excess wear and use and excess mileage charges paid by lessees minus the ALG Residual Value at the time of origination of the lease.

(3) Not stated in thousands.

(4) Percentages may not foot due to rounding.

72

STATIC POOL INFORMATION

Appendix A to this prospectus sets forth in tabular [and graphical] format static pool information of the static pool performance of previous, recent securitizations of the Sponsor. All of the information is incorporated by reference into, and deemed to be part of, this prospectus and the registration statement to which this prospectus relates.

The characteristics of leases included in the static pool data discussed above, as well as the social, economic and other conditions existing at the time when those leases were originated and repaid, may vary materially from the characteristics of the leases in the securitized pool described in this prospectus and the social, economic and other conditions existing at the time when the leases in the securitized pool described in this prospectus were originated and those that will exist in the future when the leases in the securitized pool described in this prospectus are required to be repaid. [Such leases were originated using differing [underwriting criteria, lease terms, and risk tolerances] than the static pools presented.] There is no assurance that World Omni’s delinquency, loss and repossession and residual value experience with respect to the leases included in the securitized pool described in this prospectus will be similar to that described in Appendix A to this prospectus.

[Insert any specific terms showing material differences between the leases in the securitized pool described in this prospectus and the static pools.]

73

PREPAYMENT AND YIELD CONSIDERATIONS—WEIGHTED AVERAGE LIFE
OF THE SECURITIES

The following information is provided solely to illustrate the effect of prepayments of the Units on the unpaid principal amounts of the Notes and the weighted average life of the Notes under the assumptions stated below, and is not a prediction of the prepayment rates that might actually be experienced with respect to the leases. The rate of payment of principal of the Notes will depend on the rate of payments on the related Units allocated to the Reference Pool (including scheduled monthly payments on and prepayments and liquidations of the leases) and losses on the Units, which cannot be predicted with certainty.

The weighted average life of each Note is uncertain because it generally will be determined by the rate at which principal payments on the Exchange Note are made, which will be determined based on the rate at which the leases in the Reference Pool are paid and the rate at which returned or repossessed leased vehicles in the Reference Pool are sold. “Prepayments” on the leases will occur in the following circumstances:

· Prepayments — proceeds may be received on the sale of leased vehicles because lessees may return or purchase their leased vehicles at any time after paying the money due under their leases.

· Defaults — proceeds may be received on the sale of a leased vehicle following a default by the lessee, including rebates on cancelled service contracts, insurance and similar products financed over the term of the lease.

· Early termination programs — proceeds may be received on the sale of leased vehicles returned by lessees participating in early termination programs.

· Insurance proceeds — proceeds may be received from claims on any insurance policies covering the lessees, the leases or the leased vehicles.

· Reallocation of leases and leased vehicles by Auto Lease Finance LLC— Auto Lease Finance LLC may be required to reallocate ineligible and other leases and leased vehicles from the Reference Pool as described in “The Leases—Representations and Warranties Relating to the Units—Representations, Warranties and Covenants.”

· Reallocation of leases and leased vehicle by the servicer — the Servicer may be required to reallocate leases and leased vehicles from the Reference Pool if the Servicer grants certain extensions as described under “The Servicer, Sponsor and Administrator —Servicing—Extensions of leases are not always associated with financial difficulties of the lessee.”

· Exchange Note acceleration — proceeds may be received on the liquidation of the Reference Pool following an Exchange Note default under the Collateral Agency Agreement and the Exchange Note Supplement.

· Clean up call option — the Servicer will have the option to purchase the Exchange Note from the Issuing Entity following the last day of any Collection Period on which the aggregate outstanding principal balance of the Notes is less than or equal to [5]% of the initial aggregate outstanding principal balance of the Notes on the Closing Date.

In World Omni’s experience, prepayments on its leases occur primarily when lessees decide to purchase or lease new vehicles, lessees participate in early termination programs, defaulted contracts are liquidated or insurance proceeds are received after a leased vehicle is determined to be a total loss.

The rate of prepayment on the leases may be influenced by a variety of economic, social and other factors, including the availability of competing lease programs and the conditions in the used motor vehicle market. In general, prepayments of leases will shorten the weighted average life of the Notes, which is the average amount of time during which each dollar of the principal amount or certificate balance, as applicable, of a security is outstanding. As the rate of payment of principal on (or the certificate balance of) the securities of any series will depend primarily on the rate of payment—including prepayments—of the related leases, the final payment of principal of (or the final distribution on) a class of a series of securities could occur significantly earlier than the applicable final scheduled Payment Date. If lease prepayments cause the principal of, or certificate balance on, the related class of securities to be paid earlier than anticipated, the related securityholders will bear the risk of being able to reinvest principal payments at interest rates at least equal to the applicable interest rate.

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Historical levels of lease delinquencies and defaults, leased vehicle repossessions and losses and residual value losses are discussed under “Delinquencies, Repossessions and Net Losses.” World Omni can give no assurances that the leases will experience the same rate of prepayment or default as World Omni’s historical prepayment and default rates, or that the residual value loss experience of leased vehicles related to leases that are scheduled to reach their lease termination dates will be the same as World Omni’s historical residual value loss experience for all of the leases in its portfolio.

The effective yield on, and average life of, the Notes will depend upon, among other things, the amount of scheduled and unscheduled payments on or in respect of the related leases and related leased vehicles and the rate at which those payments are paid to the holders of the Notes. In the event of prepayments of the leases, related securityholders who receive those amounts may be unable to reinvest the related payments received on their Notes at yields as high as the related interest rate on the Notes. The timing of changes in the rate of prepayments on the leases and payments in respect of the related leased vehicles may also significantly affect an investor’s actual yield to maturity and the average life of the Notes. A substantial increase in the rate of payments on or in respect of the leases and related leased vehicles (including prepayments and liquidations of the leases) may shorten the final maturity of, and may significantly affect the yield on, the Notes.

The yield to an investor who purchases Notes in the secondary market at a price other than par will vary from the anticipated yield if the actual rate of prepayment on the leases is different than the rate the investor anticipated at the time it purchased those Notes.

In sum, the following factors will affect an investor’s expected yield:

· the price the investor paid for the Notes;

· the rate of prepayments, including losses, in respect of the leases and the related leased vehicles; and

· the investor’s assumed reinvestment rate.

These factors do not operate independently, but are interrelated. For example, if the rate of prepayments on the leases and the related leased vehicles is slower than anticipated, the investor’s yield will be lower if interest rates exceed the investor’s expectations and higher if interest rates fall below the investor’s expectations. Conversely, if the rate of prepayments on or in respect of the leases and the related leased vehicles is faster than anticipated, the investor’s yield will be higher if interest rates exceed the investor’s expectations and lower if interest rates fall below the investor’s expectations.

In addition, any Notes outstanding will be paid in full if and when the Servicer elects to purchase the Exchange Note from the Issuing Entity on any related Payment Date when the aggregate Securitization Value is less than or equal to a threshold percentage of the initial aggregate Securitization Value, as identified in “Description of the Notes—Redemption Upon Optional Purchase.” Any Notes then outstanding at that time will be prepaid in whole at a redemption price equal to their unpaid principal amount plus accrued and unpaid interest.

Prepayments on motor vehicle leases may be measured by a prepayment standard or model. The prepayment model used in this prospectus is expressed in terms of percentages of “ABS,” which means a prepayment model that assumes a constant percentage of the original number of leases in the pool prepay each month. The base prepayment assumption, which we refer to in this prospectus as the “100% Prepayment Assumption,” assumes that the original principal balance of the leases will prepay as follows:

· In month one, prepayments will occur at [  ]% ABS and increase by [  ]% ABS each month until reaching [  ]% ABS in the [  ]^th month of the life of the lease.

· In month [  ], prepayments will increase by [  ]% ABS each month until reaching [      ]% ABS in the [  ]^th month of the life of the lease.

· In months [  ] through [  ], prepayments remain at [      ]% ABS.

· In month [  ], prepayments decrease to [  ]% ABS and remain at that level until the original outstanding principal balance of the contract has been paid in full.

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Neither any ABS rate nor the 100% Prepayment Assumption purports to be a historical description of the prepayment experience or a prediction of the anticipated rate of prepayment of the leases. We cannot assure you that the leases will prepay at the levels of the Prepayment Assumption or at any other rate.

The tables below were prepared on the basis of certain assumptions, including that:

· as of the [Statistical][Actual] Cutoff Date, [  ] months have elapsed since the inception of each lease;

· all monthly payments are timely received and no lease is ever delinquent;

· each fiscal month of World Omni is equivalent to a calendar month;

· no repurchase payment is required to be made by Auto Lease Finance LLC in respect of any lease included in the Reference Pool;

· there are no losses in respect of the leases;

· each lease payment is made on the [      ]day of each calendar month;

· payments on the Notes are made on the [15^th] day of each month, whether or not that day is a Business Day;

· [there are no termination payments due to the Issuing Entity or to the Swap Counterparty as a result of the termination of the interest rate protection agreement];

· the servicing fee is [1.00]% per annum [,provided that, for the first Payment Date, the servicing fee will correspond to a two month initial Collection Period];

· [the administration fee payable to the Administrator with respect to a Collection Period is 1/12 of [0.05]% of the aggregate Securitization Value as of the first day of the related Collection Period [, provided that, for the first Payment Date, the administration fee will correspond to a two month initial Collection Period];][there is no administration fee;]

· all prepayments on the leases are prepayments in full (and the residual values of the related leased vehicles are paid in full);

· the reserve account is funded with an amount equal to $[      ];

· the aggregate Securitization Value as of the Actual Cutoff Date is $[      ];

· the Closing Date (the “Closing Date”) is assumed to be [      ];

· interest accrues on the Class A-1[a/b] Notes at [      ]% based on [an actual/360 day count][ a 30/360 day count], the Class A-2[a/b] Notes at [      ]% based on [an actual/360 day count][ a 30/360 day count], the Class A-3[a/b] Notes at [      ]% based on [an actual/360 day count][ a 30/360 day count], the Class A-4[a/b] Notes at [      ]% based on [an actual/360 day count][ a 30/360 day count][,] [and] the Class B[a/b] Notes at [      ]% [an actual/360 day count][ a 30/360 day count] [and] the Class C[a/b] Notes at [      ]% [an actual/360 day count][ a 30/360 day count]];

· [the principal amount of the Class [ ] Notes is allocated to Class [ ]a Notes in the amount of $[ ] and to Class [ ]b Notes in the amount of $[ ];] [and]

· [following the Payment Date after which the aggregate principal amount of the Class [ ] Notes is paid in full, total overcollateralization on the Exchange Note and the Notes will decrease to [ ]% of the aggregate initial Securitization Value as of the Actual Cutoff Date][.][; and]

· [no amounts will be owed by the trust to the Asset Representations Reviewer[.][; and]

· [all payments are made as scheduled under the Interest Rate [Swaps][Caps]][.][;] [and]

No representation is made as to what the actual levels of losses and delinquencies on the leases will be. Because payments on the leases and the leased vehicles will differ from those used in preparing the following tables, distributions of principal of the Notes may be made earlier or later than as set forth in the tables. Investors are urged to make their investment decisions on a basis that includes their determination as to anticipated prepayment rates under a variety of the assumptions discussed herein.

76

The following tables set forth the percentages of the unpaid principal amount of each class of the Notes that would be outstanding after each of the dates shown, based on a rate equal to 0%, 50%, 75%, 100% and 125% of the prepayment assumption. As used in the table, “0% Prepayment Assumption” assumes no prepayments on a lease, “50% Prepayment Assumption” assumes that a lease will prepay at 50% of the prepayment assumption and so forth.

77

Percentage of Class A-1[a/b] Note Balance Outstanding to Optional Call

	Prepayment Assumption
Payment Date	0%			50%			75%			100%			125%
Closing Date		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
Weighted Average Life to Optional Call (years)(1)
Weighted Average Life to Maturity (years)(1)

(1) The weighted average life of the Class A-1[a/b] Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).

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Percentage of Class A-2[a/b] Note Balance Outstanding to Optional Call

	Prepayment Assumption
Payment Date	0%			50%			75%			100%			125%
Closing Date		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
Weighted Average Life to Optional Call (years)(1)
Weighted Average Life to Maturity (years)(1)

(1) The weighted average life of the Class A-2[a/b] Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).

79

Percentage of Class A-3[a/b] Note Balance Outstanding to Optional Call

	Prepayment Assumption
Payment Date	0%			50%			75%			100%			125%
Closing Date		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
Weighted Average Life to Optional Call (years)(1)
Weighted Average Life to Maturity (years)(1)

(1) The weighted average life of the Class A-3[a/b] Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).

80

Percentage of Class A-4[a/b] Note Balance Outstanding to Optional Call

	Prepayment Assumption
Payment Date	0%			50%			75%			100%			125%
Closing Date		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
Weighted Average Life to Optional Call (years)(1)
Weighted Average Life to Maturity (years)(1)

(1) The weighted average life of the Class A-4[a/b] Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).

81

[Percentage of Class B[a/b] Note Balance Outstanding to Optional Call]

	Prepayment Assumption
Payment Date	0%			50%			75%			100%			125%
Closing Date		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
Weighted Average Life to Optional Call (years)(1)
Weighted Average Life to Maturity (years)(1)

[(1) The weighted average life of the Class B[a/b] Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).]

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[Percentage of Class C[a/b] Note Balance Outstanding to Optional Call]

	Prepayment Assumption
Payment Date	0%			50%			75%			100%			125%
Closing Date		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
Weighted Average Life to Optional Call (years)(1)
Weighted Average Life to Maturity (years)(1)

[(1) The weighted average life of the Class C[a/b] Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).]

83

NOTE FACTORS AND OTHER INFORMATION

The note factor with respect to any class of Notes is a seven digit decimal which the Servicer will compute each month indicating the outstanding principal amount of that class of Notes, as of the applicable Payment Date, as a fraction of the original principal amount of that class of Notes. The note factor will be 1.0000000 as of the Closing Date; thereafter, the note factor will decline to reflect reductions in the principal amount of the applicable class of Notes. Therefore, if you are a holder of Class A-1 Notes, your principal amount of the Class A-1 Notes outstanding is the product of (1) the original denomination of your Note and (2) the note factor.

Under the Indenture, The Depository Trust Company (“DTC”) and any successor clearing agency selected by the Administrator will receive monthly reports concerning the payments received on the leases, the note factors and various other items of information. DTC will supply these reports to Noteholders (other than the Depositor, if applicable) in accordance with its procedures. The Indenture Trustee will furnish to the Noteholders of record during any calendar year information for tax reporting purposes not later than the latest date permitted by law. We refer you to “Description of the Transaction Documents—Indenture—Reports to [Class A] Noteholders” in this prospectus. In addition, Noteholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law.

84

USE OF PROCEEDS

The Depositor will use the net proceeds from the sale of the Notes [(other than any Class [  ] Notes that are retained by the Depositor or one or more affiliates thereof )] to (1) acquire the Exchange Note from Auto Lease Finance LLC, [(2) purchase any interest rate protection agreement requiring up-front payments][,] [and] ([3]) to fund the initial deposit into the reserve account [and ([4]) deposit $[  ] into the risk retention reserve account]. As discussed in “Certain Provisions of the Titling Trust Documents and Related Agreements—Closed-end Collateral Specified Interest, Reference Pools and Exchange Notes” in this prospectus, the Exchange Note issued by the Titling Trust will [replace indebtedness of the Titling Trust owed to an affiliate of the Titling Trust under a financing facility provided by such affiliate] [and represent the amount of any funds advanced by the Initial Beneficiary to the Titling Trust pursuant to the Collateral Agency Agreement.] Auto Lease Finance LLC will use the purchase price proceeds received from the Depositor to [pay to such affiliate the purchase price for any replaced indebtedness acquired from them by Auto Lease Finance LLC] [and to advance funds to the Titling Trustee pursuant to the Collateral Agency Agreement.] [Such affiliate will use such net proceeds to pay debt secured by the leases in the Actual Pool prior to their reallocation to the Actual Pool. Any such debt may be owed to the Indenture Trustee, the Owner Trustee or one or more of the underwriters or their affiliates or entities for which their affiliates act as Administrator or provide liquidity lines.] Auto Lease Finance LLC will use any remaining proceeds for general corporate purposes.

85

DESCRIPTION OF THE NOTES

The Notes will be issued under the terms of an Indenture (the “Indenture”) between the Issuing Entity and the Indenture Trustee. We have filed forms of the Indenture as an exhibit to the registration statement, but the form agreement does not describe the specific terms of the Notes. A copy of the final form of the Indenture will be filed with the SEC no later than the date of the filing of the final prospectus. This is a summary of the material terms of the Notes; it may not contain all the information that may be important to you. You should read the trust documents in their entirety to understand their contents.

Neither the Notes nor the underlying leases will be guaranteed or insured by any governmental agency or instrumentality or any other person. Payments in respect of principal and interest of any class of Notes will be made on a pro rata basis among all the Noteholders of the class.

Payments of Interest

Interest on the principal amounts of the classes of the Notes will accrue at the Notes’ respective per annum interest rates and will be payable to the Noteholders monthly on each Payment Date, commencing [      ]. Payments will be made to the Noteholders of record as of the Business Day immediately preceding such Payment Date or, if definitive Notes are issued, as of the last Business Day of the preceding month. Interest will accrue on the outstanding principal amount of the Notes as of the previous Payment Date at the applicable interest rate during the related interest accrual period, which is from and including the previous Payment Date to, but excluding, the current Payment Date. [On the Additional Class A-1 Payment Date, if any of the Class A-1 Notes remain outstanding, an amount equal to any accrued and unpaid interest on the Class A-1 Notes will be payable to the holders of the Class A-1 Notes.]

[The interest rate for any Class [  ] Notes will be based on One-Month LIBOR plus an applicable spread. “One-Month LIBOR” for any Payment Date will be the rate per annum of deposits in United States dollars having a one-month maturity that appears on Bloomberg Screen US00001M Index Page at approximately 11:00 a.m., London time, two London business days prior to the Payment Date immediately preceding such Payment Date (or, in the case of the initial Payment Date, for the period from and including the Closing Date to but excluding the initial Payment Date, two London business days prior to the Closing Date) (each, a “LIBOR Determination Date”). Notwithstanding the foregoing, in the event that no rate for one-month United States dollar deposits appears on Bloomberg Screen US00001M Index Page (or the successor page or screen as may replace that page or screen or that service) on the applicable LIBOR Determination Date, then One-Month LIBOR shall be the arithmetic mean (rounded upwards to the nearest one-sixteenth of 1%) of the rates at which one-month United States dollar deposits are offered to prime banks in the London interbank market by four major banks in that market selected by the Servicer as of the LIBOR Determination Date and time specified above. If fewer than two quotations are provided by such banks, then One-Month LIBOR shall be the arithmetic mean (rounded upwards as above) of the rates at which one-month loans in United States dollars are offered to leading European banks by three major banks in New York City selected by the Servicer as of 11:00 a.m. New York City time on the applicable LIBOR Determination Date. If no such quotation can be obtained, One-Month LIBOR for such Payment Date will be One-Month LIBOR for the prior Payment Date.]

Interest on the [Class [  ] Notes] will be calculated on the basis of the actual number of days in the related interest accrual period (which period will be from and including the previous Payment Date to but excluding the related Payment Date, except for the initial interest accrual period, which period will be from and including the Closing Date to but excluding the initial Payment Date) and a 360-day year. This means that the interest due on the Class  [  ]Notes on each Payment Date will be the product of:

· the outstanding principal balance of the Class [  ] Notes;

· the related interest rate; and

· the actual number of days since the previous Payment Date (or, in the case of the initial Payment Date, [  ], assuming a Closing Date of [      ]) divided by 360.

Interest for a related period on each other class of the Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months (which periods will be from and including the [15]th day of the previous calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the

86

[15]th day of the current calendar month. This means that the interest due on these classes of Notes on each Payment Date will be the product of:

· the outstanding principal balance of the related class of Notes;

· the related interest rate; and

· 30 (or, in the case of the initial Payment Date, [  ], assuming a Closing Date of [      ]) divided by 360.

The Indenture Trustee will generally apply the Available Funds to make interest payments on the Notes. We refer you to “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities” in this prospectus.

[Payments of interest on the Class A Notes will be subordinate to Monthly Swap Payment Amounts and equal in priority to Senior Swap Termination Payment Amounts.][Other than on the Additional Class A-1 Payment Date,] interest payments on each class of the Class A Notes will have the same priority. Interest payments on the Class B Notes will be subordinated to the payment of interest on the Class A Notes[, and interest payments on the Class C Notes will be subordinated to the payment of interest on the Class A Notes and the Class B Notes]. Under the limited circumstances described under “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities” in this prospectus, the Class A Notes will be entitled to receive certain payments of principal before payments of interest are made on the Class B Notes[and the Class C Notes, and the Class B Notes will be entitled to receive certain payments of principal before payments of interest are made on the Class C Notes]. In addition, in the event that the Notes are declared to be due and payable due to the occurrence of an Event of Default resulting from the failure to make a payment on the Notes, unless such Event of Default has been waived or rescinded, no interest will be paid on the Class B Notes until all principal of and interest on the Class A Notes has been paid in full[, and no interest will be paid on the Class C Notes until all principal of and interest on the Class A Notes and the Class B Notes has been paid in full.] Under some circumstances, the amount available for interest payments on the Notes could be less than the amount of interest payable on the Notes on any Payment Date. In this instance, each holder of Class A Notes will receive its ratable share—based upon the aggregate amount of interest due to the holders of all Class A Notes—of the aggregate amount available to be distributed in respect of interest on the Notes until interest on the Class A Notes has been paid in full and certain allocations of principal of the Class A Notes have been made [and then each holder of Class B Notes will receive its ratable share of any remaining amount available to be distributed in respect of interest on the Notes until interest on the Class B Notes has been paid in full[, and then each holder of Class C Notes will receive its ratable share of any remaining amount available to be distributed in respect of interest on the Notes until interest on the Class C Notes has been paid in full]. The failure to pay interest when due on the Class B Notes will not be an Event of Default under the Indenture unless and until the Class A Notes have been paid in full[, and the failure to pay interest when due on the Class C Notes will not be an Event of Default under the Indenture unless and until the Class A Notes and the Class B Notes have been paid in full].

[“Monthly Swap Payment Amount” means, with respect to any Payment Date, the amount, if any, payable by the trust under the interest rate protection agreement other than swap termination payment amounts.]

[“Senior Swap Termination Payment Amount” means, any Swap Termination Payment Amount other than a Subordinate Swap Termination Payment Amount. ]

[“Subordinate Swap Termination Payment Amount” means, any Swap Termination Payment Amount resulting from a termination where the Swap Counterparty is the defaulting party or the sole affected party (as defined in the interest rate protection agreement) other than terminations arising from a tax event or illegality (as defined in the interest rate protection agreement). ]

[“Swap Termination Payment Amount” means, any amount due to the Swap Counterparty from the Issuing Entity in respect of an early termination date of the interest rate protection agreement.]

Payments of Principal

The Indenture Trustee will remit principal payments to the Noteholders on each Payment Date in an amount generally equal to the excess, if any, of:

87

· the aggregate outstanding principal balance of the Notes as of the day immediately preceding that Payment Date, over

· the aggregate Securitization Value as of the last day of the prior calendar month less [(i) with respect to any Payment Date on or prior to the date on which the aggregate principal amount of the Class [ ] Notes is paid in full, approximately [ ]% of the aggregate initial Securitization Value as of the Actual Cutoff Date and (ii) with respect to any Payment Date after the date after which the aggregate principal amount of the Class[ ] Notes is paid in full,] approximately [ ]% of the aggregate initial Securitization Value as of the Actual Cutoff Date.

[Other than on the Additional Class A-1 Payment Date,] the Indenture Trustee generally will remit principal payments on the Notes from Available Funds, if any, remaining after the payment of the administration fee [, Monthly Swap Payment Amounts, Senior Swap Termination Payment Amounts] and interest on the Notes. We refer you to “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities” in this prospectus.

We refer to the calendar month immediately preceding each Payment Date as a “Collection Period.” The Collection Period for the initial Payment Date shall be from, but excluding, the [Statistical][Actual] Cutoff Date to and including [      ]. A “Business Day” is a day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in the State of New York, the State of Florida, the State of Delaware and the states in which the servicing offices of the Servicer are located or the state in which the corporate trust office of the Indenture Trustee is located are required or authorized by law, regulation or executive order to be closed.

[Two] Business Days immediately preceding each Payment Date, the Servicer shall determine the amount in the Exchange Note Collection Account for the applicable Collection Period. On each Payment Date, from the amounts allocated to the holders of the Notes to pay principal described in clauses [(4)], [(6)], [(8)] and [(10)] in “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities,” the Issuing Entity will pay principal of the Notes in the following order of priority:

· to the Class A-1 Notes[, pro rata among any Class A-1a Notes and any Class A-1b Notes,] until they are paid in full;

· to the Class A-2 Notes[, pro rata among any Class A-2a Notes and any Class A-2b Notes,] until they are paid in full;

· to the Class A-3 Notes[, pro rata among any Class A-3a Notes and any Class A-3b Notes,] until they are paid in full; [and]

· to the Class A-4 Notes[, pro rata among any Class A-4a Notes and any Class A-4b Notes,] until they are paid in full[;] [and]

· to the Class B Notes[, pro rata among any Class Ba Notes and any Class Bb Notes,] until they are paid in full][.][; and]

· [to the Class C Notes[, pro rata among any Class Ca Notes and any Class Cb Notes,] until they are paid in full.]

If the Notes are declared to be due and payable following the occurrence of an Event of Default, unless such Event of Default has been waived or rescinded, the Issuing Entity will pay the funds allocated to the holders of the Notes to pay principal of the Notes in the following order of priority:

· [to the holders of the Class A-1 Notes[, pro rata among any Class A-1a Notes and any Class A-1b Notes,] until paid in full; [and]]

· [to the holders of the remaining Class A Notes[, pro rata among the fixed rate tranche and the floating rate tranche of each Class of such Class A Notes,] pro rata based upon their respective unpaid principal balances until the remaining Class A Notes have been paid in full]/[to the holders of the remaining Class A Notes[, pro rata among the fixed rate tranche and the floating rate tranche of each Class of such Class A Notes,] sequentially until each class has been paid in full][;] [and]

· to the holders of the Class B Notes[, pro rata among any Class Ba Notes and any Class Bb Notes,] until the Class B Notes are paid in full][.] [; and]

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· [to the holders of the Class C Notes[, pro rata among any Class Ca Notes and any Class Cb Notes,] until the Class C Notes are paid in full.]

On the final scheduled Payment Date for a class of Notes, the principal amount of that class of Notes, to the extent not previously paid, will be due. The final scheduled Payment Dates for each class of Notes are as follows:

· the principal amount of the Class A-1 Notes, to the extent not previously paid, will be due on the Payment Date in [      ];

· the principal amount of the Class A-2 Notes, to the extent not previously paid, will be due on the Payment Date in [      ];

· the principal amount of the Class A-3 Notes, to the extent not previously paid, will be due on the Payment Date in [      ]; [and]

· the principal amount of the Class A-4 Notes, to the extent not previously paid, will be due on the Payment Date in [      ][; and]

· the principal amount of the Class B Notes, to the extent not previously paid, will be due on the Payment Date in [      ]][.] [;and]

· [the principal amount of the Class C Notes, to the extent not previously paid, will be due on the Payment Date in [      ].]

The actual date on which the aggregate outstanding principal amount of any class of Notes is paid in full may be earlier than the final scheduled Payment Date for that class. [On the Additional Class A-1 Payment Date, if any of the Class A-1 Notes remain outstanding, an amount equal to the outstanding balance of the Class A-1 Notes will be paid to the holders of the Class A-1 Notes.]

Redemption Upon Optional Purchase

The Servicer may, at its option, purchase the Exchange Note from the Issuing Entity on any Payment Date following the last day of any Collection Period on which the aggregate outstanding principal balance of the Notes is less than or equal to [5]% of the initial aggregate outstanding principal balance of the Notes on the Closing Date. The purchase price for the Exchange Note will, as calculated by the Servicer, be equal to the aggregate of the unpaid principal balance of the Exchange Note plus accrued and unpaid interest as of such last day [plus all amounts owing to the Swap Counterparty under the interest rate protection agreement]. Exercise of this right to purchase the Exchange Note will result in the redemption of the Notes at a price equal to the aggregate outstanding principal amount of the Notes plus accrued and unpaid interest to but excluding the date of redemption. Notice of redemption under the Indenture must be given by the Indenture Trustee not later than 10 days prior to the redemption date to each holder of Notes. In addition, the Issuing Entity will notify each rating agency hired by the Sponsor to rate the Notes upon redemption of the Notes. The final distribution to any Noteholder will be made only upon surrender and cancellation of each Noteholder’s Note at the office or agency of the Indenture Trustee specified in the notice of termination.

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REGISTRATION OF THE NOTES

Book-Entry Registration

Holders of Notes may hold their securities through DTC and any successor clearing agency selected by the Administrator in the United States or Clearstream or Euroclear in Europe if they are participants of the system, or indirectly through organizations that are participants in the systems. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream participants and the Euroclear participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositories which in turn will hold the positions in customers’ securities accounts in the depositories’ names on the books of DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic computerized book-entries, thereby eliminating the need for physical movement of securities. Participants include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Transfers between DTC participants will occur in accordance with DTC rules. Transfers between Clearstream participants and Euroclear participants will occur in accordance with their applicable rules and operating procedures. Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream participants or Euroclear participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its depository; however, the cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in the system in accordance with its rules and procedures. If the transaction complies with all relevant requirements, Euroclear or Clearstream, as the case may be, will then deliver instructions to the depository to take action to effect final settlement on its behalf.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and the credits or any transactions in the securities settled during the processing will be reported to the relevant Clearstream participant or Euroclear participant on the same business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

The holders of Notes that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, Notes may do so only through participants and indirect participants. In addition, holders of Notes will receive all distributions of principal and interest from the trustee through the participants who in turn will receive them from DTC. Under a book-entry format, holders of Notes may experience some delay in their receipt of payments, since the payments will be forwarded by the trustee to Cede & Co., as nominee for DTC. DTC will forward the payments to its participants, which thereafter will forward them to indirect participants or beneficial owners of Notes.

Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers of securities among participants on whose behalf it acts with respect to the securities and to receive and transmit distributions of principal of, and interest on, the securities. Participants and indirect participants with which the holders of securities have accounts with respect to the securities similarly are required to make book-entry transfers and receive and transmit the payments on behalf of their respective holders of securities. Accordingly, although the holders of securities will not possess the securities, DTC rules provide a mechanism by which participants will receive payments on securities and will be able to transfer their interest.

Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and some banks, the ability of a holder of securities to pledge the securities to persons or entities that do not participate in the

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DTC system, or to otherwise act with respect to the securities, may be limited due to the lack of a physical certificate for the securities.

DTC has advised the Depositor that it will take any action permitted to be taken by a holder of a security only at the direction of one or more participants to whose accounts with DTC the securities are credited. DTC may take conflicting actions with respect to other undivided interests to the extent that the actions are taken on behalf of participants whose holdings include undivided interests.

Clearstream is incorporated under the laws of Luxembourg as a professional depository. Clearstream holds securities for its participating organizations and facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in accounts of Clearstream participants, thereby eliminating the need for physical movement of securities. Transactions may be settled in Clearstream in any of 28 currencies, including United States dollars. Clearstream provides to Clearstream participants services, including, for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depository, Clearstream is subject to regulation by the Luxembourg Monetary Institute. Clearstream participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, like banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream participant, either directly or indirectly.

Euroclear was created in 1968 to hold securities for participants of the Euroclear system and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries. The Euroclear System is owned by Euroclear Clearance System Public Limited Company (ECSplc) and operated through a license agreement by Euroclear Bank S.A./N.V., a bank incorporated under the laws of the Kingdom of Belgium, the “Euroclear Operator.” Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to others that clear through or maintain a custodial relationship with Euroclear participant, either directly or indirectly.

The Euroclear Operator is regulated and examined by the Belgian Banking and Finance Commission and the National Bank of Belgium.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law. These laws and procedures govern transfers of securities and cash within Euroclear, withdrawal of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific securities to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants.

Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate transfers of interests in book-entry securities among participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to comply with the procedures, and the procedures may be discontinued at any time. Neither the Depositor nor any other person will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect participants of their respective obligations under the rules and procedures governing their operations.

Definitive Notes

The Notes will be issued in fully registered, certificated form as definitive securities to the securityholders of the Notes or their nominees, only if:

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· the Administrator advises the Indenture Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the Notes, and the Indenture Trustee or the Administrator is unable to locate a qualified successor; or

· the Administrator at its option advises the Indenture Trustee that it elects to terminate the book-entry system through DTC; or

· after the occurrence of an Event of Default under the Indenture or a default by the Servicer under the Servicing Agreement, securityholders representing at least a majority of the outstanding principal amount of the Notes advise the Indenture Trustee through DTC and its participants in writing that the continuation of a book-entry system through DTC or its successor is no longer in the securityholders’ best interest.

Upon the occurrence of any event described in the immediately preceding paragraph, the Indenture Trustee will be required to notify all the Noteholders through participants of the availability of definitive securities. Upon surrender to the Indenture Trustee by DTC of the definitive Notes representing the Notes and receipt of instructions for re-registration, the applicable trustee will reissue the Notes as definitive securities to the Noteholders.

Distributions of principal of, and interest on, the Notes will thereafter be made by the Indenture Trustee in accordance with the procedures described in the Indenture, Exchange Note Sale Agreement, Exchange Note Transfer Agreement, Servicing Agreement or Trust Agreement directly to holders of definitive Notes in whose names the definitive Notes were registered at the close of business on the applicable record date.

The distributions will be made by check mailed to the address of the holder as it appears on the register maintained by the Note Registrar. The final payment on any Note, however, will be made only upon presentation and surrender of the Note at the office or agency specified in the notice of final distribution to the applicable Noteholder.

Definitive securities in respect of the Notes will be transferable and exchangeable at the offices of the Indenture Trustee or Note Registrar named in a notice delivered to holders of the definitive Notes. No service charge will be imposed for any registration of transfer or exchange, but the Indenture Trustee or Issuing Entity may require payment of a sum sufficient to cover any tax or other governmental charge imposed.

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DESCRIPTION OF THE TRANSACTION DOCUMENTS

The following summary describes the material terms of the Titling Trust Documents and transaction documents, which consist of the Exchange Note Supplement, the Exchange Note Sale Agreement, the Exchange Note Transfer Agreement, the Servicing Agreement, the Indenture, the Trust Agreement and the Administration Agreement. We have filed forms of the transaction documents as exhibits to the registration statement, but the form agreements do not describe the specific terms of the Notes. A copy of the final forms of the transaction documents will be filed with the SEC no later than the date of the filing of the final prospectus. This is a summary of the material terms of the transaction documents; it does not contain all the information that may be important to you. You should read the transaction documents in their entirety to understand their contents.

On the Closing Date, the Titling Trust will issue the Exchange Note to Auto Lease Finance LLC, the Initial Beneficiary, pursuant to the procedures outlined in “The Exchange Note” in this prospectus, and World Omni Auto Leasing LLC, the Depositor, will purchase from Auto Lease Finance LLC under the Exchange Note Sale Agreement, without recourse (other than to the extent described in “The Leases—Representations and Warranties Relating to the Units—Representations, Warranties and Covenants”), Auto Lease Finance LLC’s entire interest in the Exchange Note. At the time of issuance of the Notes, the Depositor will sell and assign to World Omni Automobile Lease Securitization Trust 20[ ]-[ ], the Issuing Entity, under the Exchange Note Transfer Agreement, without recourse, except as provided in the Exchange Note Transfer Agreement, its entire interest in the Exchange Note, assign to the Issuing Entity all of its rights under the Exchange Note Sale Agreement and deliver the Exchange Note to the Issuing Entity. The Owner Trustee will, concurrently with such sale and assignment, execute on behalf of the Issuing Entity, and the Indenture Trustee will authenticate and deliver to the Depositor, the Notes and the Certificates in exchange for the Exchange Note. Immediately following the transfer of the Exchange Note to the Issuing Entity, the Issuing Entity will pledge its interest in the Issuing Entity Property, which includes the Exchange Note, to the Indenture Trustee as security for the Notes. Upon the execution of the trust transaction documents and the issuance of the Notes as described in this paragraph, the Indenture Trustee will hold a first priority perfected security interest in the Exchange Note and all identifiable proceeds thereof.

Upon delivery to the Depositor of the Notes and Certificates, the Depositor will then sell the underwritten Notes [(other than any Class [ ] Notes that are retained by the Depositor or one or more affiliates thereof)] to the underwriters. We refer you to “Underwriting” in this prospectus.

Reallocation Obligations

In the Exchange Note Sale Agreement, Auto Lease Finance LLC will make certain representations and warranties, including that each lease complies with all requirements of law in all material respects. If certain of such representations and warranties prove to be incorrect with respect to any lease, the result has certain material adverse effects and the breach is not timely corrected or cured, such lease and the related leased vehicle will be transferred out of the Reference Pool and Auto Lease Finance LLC will be required under the Exchange Note Sale Agreement to deposit an amount equal to the repurchase payment in respect of the lease into the Exchange Note Collection Account. See “The Leases—Representations and Warranties Relating to the Units—Representations, Warranties and Covenants” in this prospectus.

Accounts

The Servicer will establish and maintain one or more accounts (the “Trust Accounts”), in the name of the Indenture Trustee on behalf of the related securityholders.

The Servicer will establish and maintain an Exchange Note collection account (the “Exchange Note Collection Account”) in the name of the Closed-End Collateral Agent on behalf of the Exchange Noteholder. Within two Business Days of receipt and identification of funds related to the leases in the Reference Pool, the Servicer will deposit collections into the Exchange Note Collection Account. Notwithstanding the foregoing requirement, for so long as the three conditions listed below are satisfied, World Omni need not deposit collections into the Exchange Note Collection Account on the day indicated in the preceding sentence but may use for its own benefit all of those collections until the Business Day immediately preceding the Payment Date (whether or not such funds will be distributed to the Exchange Noteholder, retained in the Exchange Note Collection Account or deposited in another account on such Payment Date), at which time World Omni will make the deposits in an amount equal to the net

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amount of the deposits and withdrawals which would have been made had the conditions of this sentence not applied.

The three conditions that must be satisfied are as follows:

· World Omni remains the Servicer under the Servicing Agreement;

· no default by the Servicer has occurred and is continuing; and

· World Omni receives notice from the rating agencies hired by the Sponsor to rate the Notes that the cessation of daily deposits will not result in a reduction or withdrawal of the then current rating of the Notes.

The Administrative Agent will deposit amounts released from the Exchange Note Collection Account for distribution to the Exchange Noteholder, which distribution will be deposited into the “Trust Collection Account.” The Servicer will establish and maintain the Trust Collection Account in the name of the Indenture Trustee on behalf of the Noteholders, from which it will make all distributions with respect to the Notes. The Indenture Trustee will deposit amounts released from the Trust Collection Account and the reserve account for distribution to Noteholders into an Eligible Account designated as the principal distribution account (the “Principal Distribution Account”). The Indenture Trustee will make distributions to the Noteholders from the Principal Distribution Account as described under “—Distributions on the Securities—Allocations and Distributions on the Securities” below.

So long as no Event of Default shall have occurred and be continuing, funds in the Trust Accounts will be invested in eligible investments. Eligible investments are generally limited to investments acceptable to the rating agencies hired by the Sponsor to rate the securities as being consistent with the rating of the Notes. Eligible investments must generally mature before the related Payment Date. No such investment will be sold prior to maturity. Thus, the amount of cash in any Trust Account at any time may be less than the balance of the Trust Account. If required withdrawals from any Trust Account exceed the amount of cash in the Trust Account, a temporary shortfall in the amounts distributed to the related securityholders could result. The average life of the securities could then increase. The Indenture Trustee will deposit investment earnings on funds in the Trust Accounts in the Trust Collection Account.

The Trust Accounts may be maintained as either (“Eligible Accounts”):

· a segregated Trust Account in the corporate trust department of the Indenture Trustee; or

· a segregated account in a depository institution or trust company organized under the laws of the United States or any one of the states thereof, or the District of Columbia (or any domestic branch of a foreign bank), which at all times maintains:

· a long-term unsecured debt rating, or a certificate of deposit rating acceptable to the applicable rating agencies hired by the Sponsor to rate the securities; and

· its deposits insured by the FDIC.

The Depositor expects that the Trust Accounts will be maintained with the Indenture Trustee so long as they satisfy the requirements above.

The Servicing Agreement and the Servicing Supplement

Under the Base Servicing Agreement, the Servicer will manage the Titling Trust as agent for, and subject to the supervision, direction and control of, the Titling Trust and Closed-End Collateral Agent. The obligations of the Servicer include, among other things, acquiring vehicles and originating leases on behalf of the Titling Trust, collecting and posting payments, responding to inquiries of lessees, investigating delinquencies, sending payment statements to lessees, disposing of returned vehicles, commencing legal proceedings to enforce leases and servicing the leases, including accounting for collections, remitting to the appropriate taxing authority all sales and use, monthly rental receipts, personal property and ad valorem taxes collected by it from the obligors with respect to the leases and vehicles in accordance with its customary credit and collection policies, collecting and remitting state and local taxes relating to the leases and vehicles and, to the extent required by law, delivering to each holder of an

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Exchange Note information for the preparation of the holder’s U.S. federal income tax returns. In this regard, the Servicer will make reasonable efforts to collect all amounts due on or in respect of the leases. The Servicer will apply for and maintain all licenses and make all filings required to be held or filed by the Titling Trust in connection with the ownership of Units and to take all necessary steps to evidence the Titling Trust’s ownership on the certificates of title to the leased vehicles. The Servicer will be obligated to service the leases in accordance with the customary practices of the Servicer with respect to the Units held by the Titling Trust, without regard to whether those Units have been allocated into a reference pool, as those practices may be changed from time to time (the “Customary Servicing Practices”), 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.

The Servicer will be responsible for filing all periodic sales and use tax or property tax reports, periodic renewals of licenses and permits, periodic renewals of qualifications to act as a statutory trust and a business trust and other governmental filings, registrations or approvals arising with respect to or required of the Titling Trust.

The Servicer will also enter into the Servicing Supplement with respect to the Reference Pool related to the Notes. As holder and pledgee of the Exchange Note, the Issuing Entity and the Indenture Trustee, respectively, will be third-party beneficiaries of the Servicing Supplement. The Servicing Supplement will require the Servicer to collect and post payments with respect to the related Reference Pool to the Exchange Note Collection Account.

Custody of Lease Documents and Certificates of Title

To reduce administrative costs and facilitate servicing of the leases, the Titling Trust and the Closed-End Collateral Agent have appointed the Servicer as their agent and bailee of the leases, the certificates of title relating to the leased vehicles and any other related items that from time to time come into possession of the Servicer. Such documents will not be physically segregated from other leases, certificates of title or other documents related to other leases and vehicles owned or serviced by the Servicer. The Servicer may delegate specific custodian duties to sub-contractors who are in the business of performing those duties. (For example, the Servicer may hire a third-party to hold original certificates of title for vehicles that it services.) The accounting records and certain computer systems of Auto Lease Finance LLC will reflect the allocation of the Units to the related Reference Pool. Upon instructions from the Closed-End Collateral Agent, the Servicer will release or cause to be released any certificate of title to the Closed-End Collateral Agent, at the place or places designated by the Closed-End Collateral Agent.

Sale and Disposition of Leased Vehicles

Under the Servicing Agreement for the Issuing Entity and in accordance with the Servicer’s Customary Servicing Practices, the Servicer on behalf of the Issuing Entity will use commercially reasonable efforts to enforce the provisions of the leases included in the Reference Pool and to repossess or otherwise take possession of the leased vehicle related to any lease included in the Reference Pool that may have terminated or expired or that the Servicer may have determined (in accordance with its Customary Servicing Practices) to be in default. See “The Servicer, Sponsor and Administrator” and “Additional Legal Aspects of the Leases and the Leased Vehicles—Repossession of Leased Vehicles” and “—Deficiency Judgments.”

Insurance on Leased Vehicles

Each lease will require the related lessee to maintain in full force and effect during the related lease term a comprehensive collision and physical damage insurance policy covering the actual cash value of the related leased vehicle and naming the Titling Trust as loss payee. See “The Servicer, Sponsor and Administrator—Underwriting Standards—Insurance” for more information regarding insurance requirements. [The Servicer is not obligated to monitor whether the lessees have insurance.]

Security Deposits

The Titling Trust’s rights related to the leases will include all rights under the leases to any refundable security deposits which may be paid by the lessees at the time the leases are originated. As part of its general servicing obligations, the Servicer will retain possession of each security deposit remitted by the lessees and will apply the proceeds of these security deposits in accordance with the terms of the leases, its Customary Servicing Practices and applicable law, including applying a security deposit in respect of any related lessee’s default or failure to pay all

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amounts required to be paid under the related lease or resulting from excess mileage or unreasonable wear to the related leased vehicle. However, in the event that any lease is written off by the Servicer in connection with its Customary Servicing Practices or, if earlier, the related leased vehicle is repossessed, the related security deposit will, to the extent provided by applicable law and that lease, constitute Liquidation Proceeds. On the Payment Date related to the Collection Period in which the security deposit becomes Liquidation Proceeds, the Servicer will deposit those amounts in accordance with the provision summarized in “The Servicer, Sponsor and Administrator—Like Kind Exchange Program” in this prospectus. The Titling Trust may not have an interest in the security deposits that is enforceable against third parties until they are deposited into the Exchange Note Collection Account. Each security deposit, after deduction for amounts applied towards the payment of any amount resulting from the related lessee’s default or failure to pay any amounts required to be paid under that lease or damage to the related leased vehicle, will be returned to the related lessee by the Servicer; provided, however, that the Servicer may retain a security deposit (including any interest thereon) until the related lessee has repaid all other charges owed under that lease. Unless required by applicable law, the Servicer will not be required to segregate security deposits from its own funds. Any income earned from any investment on the security deposits by the Servicer will be for the account of the Servicer as additional servicing compensation (to the extent permitted by law and the applicable lease, and to the extent investment earnings are not required to be paid to the applicable lessee).

Servicing Compensation

The servicing fee payable to the Servicer with respect to a Collection Period will be 1/12 of [1.00]% of the aggregate Securitization Value as of the first day of the related Collection Period. With respect to the initial Payment Date, the servicing fee will be based on the aggregate Securitization Value as of the Actual Cutoff Date. The servicing fee payable to the Servicer on the initial Payment Date with respect to the initial Collection Period will be pro-rated, however, to compensate for the initial Collection Period [not] being [longer than] one month. As long as World Omni believes that sufficient collections will be available from collections on one or more future Payment Dates to pay the servicing fee, World Omni may, as Servicer, elect to defer all or a portion of the servicing fee with respect to the related Collection Period, without interest. If World Omni elects to defer all of the servicing fee, the servicing fee for the related Collection Period will be deemed to equal zero for all purposes of the trust documents.

The servicing fee in respect of a Collection Period, together with any portion of the servicing fee that remains unpaid from prior Payment Dates, will be paid to the Servicer on the related Payment Date out of collections before any amounts are made available to make payments to the Noteholders.

The Servicer will also collect and retain, as additional servicing compensation, any late fees, prepayment charges, and other administrative fees or similar charges allowed by applicable law with respect to the leases included in the Reference Pool. The Servicer will also be entitled to reimbursement from the Issuing Entity for certain liabilities.

Servicing of Defaulted Leases

The Servicing Agreement provides that the Servicer is to exercise discretion, consistent with its customary servicing procedures and the terms of the Servicing Agreement, in servicing Defaulted Leases so as to maximize the Issuing Entity’s realization of Defaulted Leases. The Servicing Agreement provides the Servicer with complete discretion to choose to sell, or not to sell, any of the Defaulted Leases.

Evidence as to Compliance

Annually, the Servicer will make available to the Issuing Entity, the rating agencies hired by the Sponsor to rate the Notes and the Indenture Trustee, an officer’s certificate stating that to the best of such officer’s knowledge the Servicer has complied with the servicing criteria set forth in the relevant SEC regulations for asset-backed securities transactions, including Item 1122 of Regulation AB, throughout the preceding twelve months or such shorter period as shall have elapsed since the Closing Date. If there has been a default in the fulfillment of any of these obligations, the officer’s certificate will describe the default. The Servicer also will agree to give the Indenture Trustee notice of defaults by the Servicer under the Servicing Agreement.

The Servicer will also furnish to the Depositor, the Indenture Trustee and the rating agencies hired by the Sponsor to rate the related securities, a statement from a firm of independent public accountants that attests to, and

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reports on, the assessment made by the Servicer of compliance with the specified servicing criteria described above, during the preceding twelve months, relating to the servicing of leases.

Securityholders may obtain copies of the statements and certificates by written request addressed to the trustee.

Noteholder Communication

A beneficial owner of Notes may send a written request to the Issuing Entity or to the Servicer, on behalf of the Issuing Entity, stating that such beneficial owner is interested in communicating with other beneficial owners of Notes about the possible exercise of rights under the transaction documents. A beneficial owner of Notes should send its request to [add address for receipt of written requests]. The requesting beneficial owner must include in the request a description of the method by which other beneficial owners of Notes may contact the requesting beneficial owner. The trust will promptly deliver any such request to the Servicer. On receipt of a communication request, the Servicer will include in the Form 10-D related to the Collection Period in which the communication request is received the following information:

•      a statement that the trust received a communication request;

•      the date the request was received;

•      the name of the requesting beneficial owner of Notes;

•      a statement that the requesting beneficial owner of Notes is interested in communication with other beneficial owners of Notes about the possible exercise of rights under the transaction documents; and

•      a description of the method by which the other beneficial owners of Notes may contact the requesting beneficial owner of Notes.

The Servicer will bear any costs associated with including the above information in the Form 10-D. The beneficial owners of Notes will pay any costs associated with communicating with other beneficial owners, and no other transaction party, including the Issuing Entity, will be responsible for such costs. The beneficial owners of Notes will not be required to indemnify any transaction party, including the Issuing Entity, in connection with exercising the communication right described under this “—Noteholder Communication” heading.

In order to make a request or demand or to provide notice to the trust, the Owner Trustee, the Indenture Trustee, the Depositor, the Sponsor or the Servicer under the transaction documents, the requesting party must either be a Noteholder of record or must provide a written certification stating that it is a beneficial owner of a Note, together with supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note.

Servicer Resignation, Servicer Liability and Servicer Indemnification

Neither the Servicer nor any of its directors, officers, employees or agents will be liable to the Issuing Entity or the securityholders for taking any action or for refraining from taking any action pursuant to the Base Servicing Agreement or Servicing Supplement, or for errors in judgment. This provision will not protect the Servicer or any of these persons against any liability imposed by reason of negligence, willful misfeasance or bad faith. The Servicer is under no obligation to appear in, prosecute, or defend any legal action that is not incidental to its servicing responsibilities under the Base Servicing Agreement or Servicing Supplement and that, in its opinion, may cause it to incur any expense or liability.

The Servicer may not resign from its obligations and duties under the Base Servicing Agreement or Servicing Supplement unless it determines that its duties are no longer permissible under applicable law or regulations. No resignation will become effective until the Indenture Trustee or a successor Servicer has assumed the Servicer’s obligations and duties under the Base Servicing Agreement or Servicing Supplement. The Servicer may not assign the Base Servicing Agreement or Servicing Supplement or any of its rights, powers, duties or obligations under the Base Servicing Agreement or Servicing Supplement except as otherwise provided or except in connection with a permitted consolidation, merger, conveyance or transfer of its properties and assets.

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Any entity into which the Servicer may be merged or consolidated, or any entity resulting from a merger or consolidation, or any entity succeeding to the business, property and assets of the Servicer will succeed the Servicer under the Base Servicing Agreement or Servicing Supplement.

Upon a termination of the Servicer, U.S. Bank Trust National Association as Administrative Agent (so long as the Collateral Agency Agreement is in effect), and thereafter, the Titling Trust will select and appoint a successor Servicer to perform the outgoing Servicer’s duties and undertake its responsibilities and liabilities. The appointed successor Servicer must be an established institution with a net worth of at least $50,000,000 whose regular business includes the servicing of automotive leases and the related leased vehicles. The successor Servicer will hold all the rights of the outgoing Servicer under the trust documents and will receive compensation mutually agreed upon between the successor Servicer and the Administrative Agent. The successor Servicer shall receive compensation not to exceed that of the outgoing Servicer, but in no case will the Indenture Trustee be liable for any difference in compensation between the outgoing Servicer and the successor Servicer. No successor Servicer appointed in accordance with the trust documents may resign from its duties unless the law prohibits it from continuing to perform such duties.

Upon the termination or resignation of the Servicer, the outgoing Servicer shall transfer all cash amounts that are to be held by the successor Servicer to the successor Servicer and shall provide the successor Servicer with all information regarding the lease files that is required for the proper servicing of the leases. All reasonable and documented costs, expenses and fees incurred in connection with the transfer of lease files to the successor Servicer under the provisions described in this paragraph will be paid by the outgoing Servicer. The Owner Trustee and the Indenture Trustee will provide prompt written notice of any resignation or termination of the Servicer to the Certificateholders and Noteholders, respectively, upon either occurrence.

Servicer Default

An “Exchange Note Servicer Default” under the transaction documents will include, among others:

· any failure by the Servicer to deliver to the Administrative Agent any required proceeds or payment required to be delivered with respect to an Exchange Note, which failure continues unremedied for more than five Business Days after notice from the Administrative Agent is received by the Servicer or after discovery by the Servicer; provided that a delay in or failure of performance referred to in this clause for a period of ten Business Days shall not constitute an Exchange Note Servicer Default if that delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an event outside the control of the Servicer; and

· any failure by the Servicer to duly observe or perform in any material respect any other covenant or agreement of the Servicer in the Servicing Agreement which materially and adversely affects the rights of the Administrative Agent or the Exchange Noteholder and which continues unremedied for more than thirty days after notice of the failure to the Servicer by the Administrative Agent or the Exchange Noteholder.

Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of the trust documents and the Servicer shall provide the Administrative Agent, the Exchange Noteholder, the Titling Trust and the Closed-End Collateral Agent prompt notice of such failure or delay by it.

Rights upon Exchange Noteholder Servicer Default

As long as an Exchange Note Servicer default under the Servicing Agreement remains unremedied, the Titling Trustee on behalf of the Exchange Noteholder with notice to the Servicer (who shall promptly provide such notice to the rating agencies hired by the Sponsor to rate the related securities), the Issuing Entity, the Indenture Trustee, the Closed-End Collateral Agent and the Titling Trust Administrator, may terminate all the rights and obligations of the Servicer, if any, under the Servicing Agreement whereupon a successor Servicer appointed by the Indenture Trustee, acting at the direction of the holders of not less than 66 ²/₃% of the outstanding securities or the majority Certificateholder, as applicable.

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Waiver of Past Defaults

The Administrative Agent may waive any default by the Servicer in the performance of its obligations under the trust documents and its consequences. No waiver will impair the securityholders’ rights with respect to subsequent defaults.

Termination

The obligations of the Servicer, World Omni, and the Indenture Trustee pursuant to the trust documents will terminate upon the earlier to occur of:

· all amounts required to be paid to the securityholders pursuant to the trust documents have been paid or set aside for payment; and

· all monies or other property or proceeds of the Issuing Entity have been distributed in accordance with the trust documents.

Any outstanding securities will be redeemed concurrently with the events specified above. The resulting distribution to the related securityholders of proceeds may affect the prepayment rate of the securities.

Distributions on the Exchange Note

Application of Collections on the Reference Pool

On each Payment Date, the Administrative Agent will, with respect to the Reference Pool, withdraw from the Exchange Note Collection Account an amount equal to the Exchange Note Collected Amounts for that Payment Date and apply those amounts in accordance with the following priorities:

(1) to the Servicer, the servicing fee for the related Collection Period to the extent that amount has not been paid from the collections in respect of that Reference Pool that have been retained by the Servicer pursuant to the Servicing Supplement;

(2) to the Trust Collection Account, the applicable due and unpaid interest on the Exchange Note;

(3) to the Trust Collection Account, (i) on any Payment Date other than a date on which that Exchange Note is redeemed pursuant to the provisions of the Collateral Agency Agreement (an “Exchange Note Redemption Date”), a principal amount on the Exchange Note equal to an amount sufficient to reduce its principal balance to an amount equal to [___]% of the aggregate Securitization Value as of the end of the prior Collection Period, or (ii) on an Exchange Note Redemption Date, an amount equal to the applicable amount specified in that Exchange Note Supplement to be paid on the Exchange Note Redemption Date (the “Exchange Note Redemption Price”) (to the extent that amount has not been paid pursuant to another provision of the Collateral Agency Agreement); provided, however, that after the occurrence and continuation of an Exchange Note Default and acceleration of the principal of the Exchange Note, to the Issuing Entity as Exchange Noteholder, to the extent necessary to reduce the outstanding principal balance of the Exchange Note to zero and to pay all accrued and unpaid interest on such Exchange Note;

(4) to the Trust Collection Account, an amount equal to the difference between the Available Funds and the amount required to be paid pursuant to clauses (1) through [(12)] in “—Allocations and Distributions on the Securities” on the related Payment Date (the “Trust Collection Account Shortfall Amount”); and

(5) all remaining funds, to be applied at the direction of the Initial Beneficiary.

Application of Collections on the Liquidation or Sale of the Exchange Note Assets

The application of collections on the liquidation or sale of the Exchange Note assets is subject to any limitations set forth in this prospectus in “The Servicer, Sponsor and Administrator—Like Kind Exchange Program.”

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The proceeds of any liquidation or sale of the Exchange Note assets after an Exchange Note Default set forth in “Certain Provisions of the Titling Trust Documents and Related Agreements—Exchange Note Default” in this prospectus will be applied in accordance with the following priorities:

(1) to the Closed-End Collateral Agent any amounts due with respect to such Exchange Note or the related Reference Pool under the Servicing Agreement or the Exchange Note Supplement;

(2) to pay to the Administrative Agent any amounts due with respect to such Exchange Note or the related Reference Pool under the Servicing Agreement or the Exchange Note Supplement; and

(3) to make the payments described in clauses (1) through (5) in the section titled “—Application of Collections on the Reference Pool” with respect to such Reference Pool.

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The following chart shows how payments from total collections are made on each Payment Date.

Distributions on the Securities

Determination of Available Funds

The amount of funds available for distribution on a Payment Date will generally equal the Available Funds. “Available Funds” for a Payment Date and the related Collection Period will be an amount equal to the sum of the amounts deposited into the Trust Collection Account pursuant to the section titled “—Distributions on the Exchange Note—Application of Collections on the Reference Pool” above, any amounts paid by the Initial Beneficiary under the Exchange Note Sale Agreement for breaches of representations or warranties and any amounts paid by the Servicer in connection with post maturity term extensions [and the amount, if any, paid by the [Swap][Cap] Counterparty under the interest rate protection agreement].

Allocations and Distributions on the Securities

On or prior to the close of business on the day that is [two] Business Days immediately preceding each Payment Date[, subject to the subordination provisions with respect to the Class B Notes [and the Class C Notes] described in this prospectus], the Servicer will instruct the Indenture Trustee to make the following allocations and distributions, to the extent of the Available Funds, in the following order of priority, in each case, to the extent of any such funds remaining after application of such funds pursuant to prior clauses:

(1)           to the Administrator, the administration fee;

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(2)           [pro rata (a) to the Swap Counterparty, the Monthly Swap Payment Amount [and (b) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer not previously paid by the Servicer, up to a maximum amount of $[ ] per year];]

(3)           [pro rata, (a)] to the holders of the Class A Notes for distribution in respect of interest on the Class A Notes as described under “—Payments to Noteholders,” the Class A Noteholders’ Interest Distributable Amount [and (b) to the Swap Counterparty, any Senior Swap Termination Payment Amounts];

(4)           to the holders of the Notes for distribution in respect of principal of the Notes as described under “—Payments to Noteholders,” the Noteholders’ First Priority Principal Distributable Amount;

(5)           to the holders of the Class B Notes for distribution in respect of interest on the Class B Notes as described under “—Payments to Noteholders,” the Class B Noteholders’ Interest Distributable Amount;

(6)           to the holders of the Notes for distribution in respect of principal of the Notes as described under “—Payments to Noteholders,” the Noteholders’ Second Priority Principal Distributable Amount;

(7)           [to the holders of the Class C Notes for distribution in respect of interest on the Class C Notes as described under “—Payments to Noteholders,” the Class C Noteholders’ Interest Distributable Amount;]

(8)           [to the holders of the Notes for distribution in respect of principal of the Notes as described under “—Payments to Noteholders,” the Noteholders’ Third Priority Principal Distributable Amount;]

(9)           to the reserve account, the excess, if any, of the Required Reserve Account Balance over the amount then on deposit in the reserve account;

(10)         to the holders of the Notes for distribution in respect of principal of the Notes as described under “—Payments to Noteholders,” an amount equal to the Noteholders’ Regular Principal Distributable Amount;

(11)         [to the Swap Counterparty, any Subordinate Swap Termination Payment Amounts and any other amounts owed by the Issuing Entity to the Swap Counterparty pursuant to the interest rate swaps;]

(12)         [to the Asset Representations Reviewer, all fees, expenses and indemnities due but not paid under clause (2) above;] and

(13)         to the Certificateholders, any remaining amounts.

In the event that the Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to clauses (1) through [(8)] above on that Payment Date, the Indenture Trustee shall withdraw from the reserve account on that Payment Date an amount equal to that shortfall, to the extent of funds available therein, and pay or deposit that amount according to the priorities specified in clauses (1) through [(8)] above. [add for eligible horizontal cash reserve account: Amounts withdrawn from the reserve account will not be paid to World Omni or any of its affiliates in respect of amounts owing to a Noteholder to the extent that World Omni or any of its affiliates is a Noteholder.]

[On the Additional Class A-1 Payment Date, if the Class A-1 Notes remain outstanding, the Servicer will instruct the Indenture Trustee, to the extent of funds in the Trust Collection Account, to pay to the holders of the Class A-1 Notes an amount equal to the outstanding principal balance of and accrued and unpaid interest on the Class A-1 Notes. On the Additional Class A-1 Payment Date, if any of the Class A-1 Notes remain outstanding, funds in the reserve account will be available to cover shortfalls in the Trust Collection Account for payments on the Class A-1 Notes on such date.]

In the event that Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture unless such Event of Default has been waived or rescinded, Available Funds will be distributed in the following order of priority:

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(1)           pro rata, (a) to the Indenture Trustee, all amounts unpaid and owed to the Indenture Trustee under the Indenture and (b) to the Owner Trustee, all amounts unpaid and owed to the Owner Trustee under the Trust Agreement;

(2)           to the Administrator, the administration fee;

(3)           [pro rata (a) to the Swap Counterparty, the Monthly Swap Payment Amount [and (b) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer not previously paid by the Servicer];

(4)           [pro rata (a)] to the holders of the Class A Notes, pro rata among the Class A Notes, the aggregate accrued and unpaid interest on each class of the Class A Notes [and (b) to the Swap Counterparty, any Senior Swap Termination Payment Amounts;];

(5)           if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the holders of the Class A-1 Notes, the aggregate outstanding principal amount of such class, [and then to the holders of any Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata, the aggregate outstanding principal amount of each such class of the Notes]/[then, to the holders of the Class A-2 Notes, the aggregate outstanding principal amount of such class, then to the holders of the Class A-3 Notes, the aggregate outstanding principal amount of such class, and then to the holders of the Class A-4 Notes, the aggregate outstanding principal amount of such class];

(6)           to the holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes;

(7)           [if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the holders of the Class B Notes, the aggregate outstanding principal amount of such class;]

(8)           [to the holders of the Class C Notes, the accrued and unpaid interest on the Class C Notes;]

(9)           if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the holders of the Class A-1 Notes, the aggregate outstanding principal amount of such class, [and then to the holders of any Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata, the aggregate outstanding principal amount of each such class of the Notes] /[then, to the holders of the Class A-2 Notes, the aggregate outstanding principal amount of such class, then to the holders of the Class A-3 Notes, the aggregate outstanding principal amount of such class, and then to the holders of the Class A-4 Notes, the aggregate outstanding principal amount of such class];

(10)         [to the holders of the Class B Notes, the aggregate outstanding principal amount of such class of Notes];

(11)         [to the holders of the Class C Notes, the aggregate outstanding principal amount of such class of Notes];

(12)         [to the Swap Counterparty, any Subordinate Swap Termination Payment Amounts;] and

(13)         to the Certificateholders, any remaining amounts.

If the outstanding principal amount of any class of Notes remains greater than zero after application of clauses (1) through [(11)] above, the Indenture Trustee will apply funds from the reserve account as a result of a payment default in the same order of priority as described above to repay the outstanding principal amount of each class of Notes in full. [add for eligible horizontal cash reserve account: Amounts withdrawn from the reserve account will not be paid to World Omni or any of its affiliates in respect of amounts owing to a Noteholder to the extent that World Omni or any of its affiliates is a Noteholder.]

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Upon the distribution of any amounts to the Certificateholders, the Noteholders will not have any rights in, or claims to, these amounts.

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The following chart shows how payments from total Available Funds are made on each Payment Date.

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Payments to Noteholders

On each Payment Date:

· all amounts allocated to the holders of the Class A Notes in respect of interest on the Class A Notes will be paid to the holders of the Class A Notes pro rata based upon the aggregate amount of interest due to the holders of such Class A Notes[;

· all amounts allocated to the holders of the Class B Notes in respect of interest, if any, on the Class B Notes will be paid to the holders of the Class B Notes[;] [and]

· [all amounts allocated to the holders of the Class C Notes in respect of interest, if any, on the Class C Notes will be paid to the holders of the Class C Notes]; and]

· all amounts allocated to the holders of the Notes in respect of principal of the Notes will be paid to the holders of the Notes in the following order of priority:

·      to the Class A-1 Notes[, pro rata among any Class A-1a Notes and any Class A-1b Notes,] until they are paid in full;

·      to the Class A-2 Notes[, pro rata among any Class A-2a Notes and any Class A-2b Notes,] until they are paid in full;

·      to the Class A-3 Notes[, pro rata among any Class A-3a Notes and any Class A-3b Notes,] until they are paid in full; [and]

·      to the Class A-4 Notes[, pro rata among any Class A-4a Notes and any Class A-4b Notes,] until they are paid in full[; and

·      to the Class B Notes[, pro rata among any Class Ba Notes and any Class Bb Notes,] until they are paid in full[.] [;and]

·      [to the Class C Notes[, pro rata among any Class Ca Notes and any Class Cb Notes,] until they are paid in full.]

[On the Additional Class A-1 Payment Date, all amounts allocated to the holders of the Class A-1 Notes in respect of interest on the Class A-1 Notes will be paid to the holders of the Class A-1 Notes pro rata based upon the aggregate amount of interest due to the holders of such Class A-1 Notes, and all amounts allocated to the holders of the Class A-1 Notes in respect of principal of the Class A-1 Notes will be paid to the holders of the Class A-1 Notes.]

In addition, on and after the final scheduled Payment Date for any class of Notes, if any principal amount remains outstanding, the Indenture Trustee shall apply funds from the reserve account to repay such class of Notes in full. [add for eligible horizontal cash reserve account: Amounts withdrawn from the reserve account will not be paid to World Omni or any of its affiliates in respect of amounts owing to a Noteholder to the extent that World Omni or any of its affiliates is a Noteholder.]

The Indenture Trustee will remit payments to holders of record of the Notes as of the close of business on the record date applicable to the Payment Date. The record date for a particular Payment Date generally will be the Business Day immediately preceding that Payment Date.

If the Notes are declared to be due and payable following the occurrence of an Event of Default, the Issuing Entity will pay the funds allocated to the holders of the Notes to pay principal of the Notes in the following order of priority:

· [to the holders of the Class A-1 Notes until paid in full; [and]]

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· [to the holders of the other Class A Notes pro rata based upon their respective unpaid principal balances until the other Class A Notes have been paid in full]/[to the holders of the remaining Class A Notes sequentially until each class has been paid in full] [; and]

· to the holders of the Class B Notes until the Class B Notes are paid in full[.][;and]

· to the holders of the Class C Notes until the Class C Notes are paid in full].

[Risk Retention] Reserve Account

The Issuing Entity will establish and maintain the reserve account at the Indenture Trustee on behalf of the holders of the Notes. The reserve account provides credit enhancement by adding an additional potential source of funds available to make payments on the Exchange Note. On the Closing Date, the Issuing Entity will cause to be deposited into the reserve account cash or eligible investments in an amount equal to at least approximately [  ]% of the initial aggregate Securitization Value as of the [Statistical][Actual] Cutoff Date. [With respect to any Payment Date after the date on which the aggregate principal amount of the Class [      ] Notes is paid in full, the amount required to be on deposit in the reserve account will be reduced to equal $[ ][      ]% of the [initial] aggregate Securitization Value as of the [Actual Cutoff Date][the last day of the related Collection Period.] In addition, the application of funds in clause [(9)] under “—Distributions on the Securities—Allocations and Distributions on the Securities” above is designed to maintain the amount on deposit in the reserve account, if necessary, up to the Required Reserve Account Balance. The Administrative Agent will deposit investment earnings on funds in the reserve account, net of losses and investment expenses, into the Trust Collection Account.

The Indenture Trustee will hold amounts allocated from time to time to the reserve account for the benefit of Noteholders. The Servicer will instruct the Indenture Trustee to withdraw funds from the reserve account and apply those funds to make the payments in clauses (1) through [(8)] of the first paragraph under “—Distributions on the Securities—Allocations and Distributions on the Securities” above that are not covered by collections. [On the Additional Class A-1 Payment Date, if the Class A-1 Notes remain outstanding, the Servicer will instruct the Indenture Trustee to withdraw funds from the reserve account and apply those funds to make payments of unpaid principal of and accrued and unpaid interest on the Class A-1 Notes that are not covered by amounts in the Trust Collection Account.] In addition, on the final scheduled Payment Date for any class of Notes, if any principal amount remains outstanding, or, if the Notes are accelerated as a result of a payment default, the Indenture Trustee will apply funds from the reserve account to repay such class or classes of Notes in full. [add for eligible horizontal cash reserve account: Amounts withdrawn from the reserve account will not be paid to World Omni or any of its affiliates in respect of amounts owing to a Noteholder to the extent that World Omni or any of its affiliates is a Noteholder.]

On each Payment Date, the Indenture Trustee will deposit into the reserve account up to the Required Reserve Account Balance, Available Funds remaining after payment of the items specified in clauses (1) through [(8)] under “—Distributions on the Securities—Allocations and Distributions on the Securities” above.

After the payment in full, or the provision for such payment, of all accrued and unpaid interest on the Notes, the Administrative Agent will distribute any remaining funds in the reserve account to the Certificateholder.

The reserve account is intended to enhance the likelihood of receipt by the Noteholders of the full amount of principal and interest due to each of them and to decrease the likelihood that the Noteholders will experience losses. However, in some circumstances, the reserve account could be depleted. If the amount required to be withdrawn from the reserve account to cover shortfalls exceeds the amount then allocated to the reserve account, Noteholders could incur losses or a temporary shortfall in the amounts distributed to the Noteholders could result, which could, in turn, increase the average lives of or decrease the yield on the Notes.

Overcollateralization

Overcollateralization represents the amount by which the aggregate Securitization Value exceeds the aggregate outstanding principal balance of the Notes. The overcollateralization exists at both the Exchange Note and Note levels. This excess creates credit enhancement by allowing for some amount of losses on the leases or Exchange Note before a shortfall in funds available to make payments on the Notes would occur. Initial overcollateralization on the Closing Date is expected to represent approximately [  ]% of the aggregate initial Securitization Value, comprised of overcollateralization on the Exchange Note and overcollateralization on the Notes.

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Overcollateralization on the Exchange Note as of the Closing Date is expected to be approximately [  ]% of the aggregate initial Securitization Value. The Overcollateralization Amount on the Exchange Note as of the Closing Date is expected to represent the difference between the aggregate Securitization Value and the principal balance of the Exchange Note. Additional initial overcollateralization on the Notes as of the Closing Date is expected to be approximately [  ]% of the aggregate initial Securitization Value. The Overcollateralization Amount on the Notes as of the Closing Date is expected to represent the difference between the outstanding principal balance of the Exchange Note and the outstanding principal balance of the Notes. In addition, the application of funds according to clause [(10)] under “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities” is designed to increase the amount of overcollateralization on the Notes as of any Payment Date up to an amount equal to [(i) with respect to any Payment Date on or prior to the date on which the aggregate principal amount of the Class [ ] Notes is paid in full,] [ ]% of the aggregate initial Securitization Value as of the [Statistical][Actual] Cutoff Date less the overcollateralization on the Exchange Note as of such Payment Date and (ii) with respect to any Payment Date after the date after which the aggregate principal amount of the Class [ ] Notes is paid in full,] [ ]% of the aggregate initial Securitization Value as of the [Statistical][Actual] Cutoff Date less the overcollateralization on the Exchange Note as of such Payment Date. Total target overcollateralization of the Exchange Note and the Notes will equal [(i) with respect to any Payment Date on or prior to the date on which the aggregate principal amount of the Class [ ] Notes is paid in full approximately [  ]% of the aggregate initial Securitization Value as of the [Statistical][Actual] Cutoff Date and (ii) with respect to any Payment Date after the date after which the aggregate principal amount of the Class [ ] Notes is paid in full,] approximately [ ]% of the aggregate initial Securitization Value as of the [Statistical][Actual] Cutoff Date.

Indenture

The following summary describes material terms of the Indenture pursuant to which the Issuing Entity will issue the Notes. A form of the Indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part, but the form agreement does not describe the specific terms of the Notes. A copy of the final form of the Indenture will be filed with the SEC no later than the date of the filing of the final prospectus. Because this is a summary of the Indenture, it does not contain all the information that may be important to you. You should read the Indenture in its entirety if you require complete information regarding its contents.

Material Covenants

The Indenture will provide that, so long as any Notes are outstanding, the Issuing Entity will not, among other things:

· engage in any activities other than financing, acquiring, owning, pledging and managing the Exchange Note and the other Collateral as contemplated by the Indenture and the other related transaction documents;

· sell, transfer, exchange or otherwise dispose of any of its Issuing Entity Property, except as expressly permitted by the Indenture and the other transaction documents;

· claim any credit on or make any deduction from the principal and interest payable in respect of the Notes —other than amounts withheld from such payments under the Internal Revenue Code of 1986, as amended (the “Code”) or applicable state law or assert any claim against any present or former Noteholder because of the payment of taxes levied or assessed upon any part of the Issuing Entity Property;

· permit (1) the validity or effectiveness of the Indenture to be impaired, (2) the lien of the Indenture to be amended, hypothecated, subordinated, terminated or discharged, (3) any person to be released from any covenants or obligations under the Indenture except as may be expressly permitted thereby, (4) any adverse claim (other than liens permitted under the transaction documents) to be created on or extend to or otherwise arise upon or burden any part of the trust estate, or any interest therein or the proceeds therefrom or (5) (except as provided in the transaction documents) the lien of the Indenture to not constitute a first priority security interest in Issuing Entity Property;

· incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the transaction documents;

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· make any loan, advance or credit to, guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person;

· make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty); or

· dissolve or liquidate in whole or in part, except as permitted by the transaction documents; or merge or consolidate with any other person.

Events of Default

The following events will be events of default under the Indenture:

· a default for five Business Days or more in the payment of interest on any Note when the same becomes due and payable[; provided, however, that until the outstanding amount of the Class A Notes is reduced to zero, a default in the payment of any interest on any Class B Note or Class C Note shall not by itself constitute an Event of Default][; provided, further however, that until the outstanding amount of the Class A Notes and the Class B Notes are reduced to zero, a default in the payment of any interest on any Class C Note shall not by itself constitute an Event of Default];

· a default in the payment of principal of a Note when the same becomes due and payable, to the extent funds are available therefor, or on the related final scheduled Payment Date or the redemption date;

· a default in the observance or performance of any covenant or agreement of the Issuing Entity in the Indenture, or any representation or warranty of the Issuing Entity made in the Indenture or any related certificate or writing delivered pursuant to the Indenture proves to have been incorrect in any material respect at the time made, which default or inaccuracy materially and adversely affects the interests of the Noteholders, and the continuation of that default or inaccuracy for a period of [60] days after written notice thereof is given to the Issuing Entity by the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by the holders of not less than a majority of the outstanding principal amount of the controlling securities (excluding any Notes owned by the Issuing Entity, the Depositor, the Servicer, the Administrator or any of their respective affiliates); and

· the occurrence of certain events (which, if involuntary, remain unstayed for more than [90] days) of bankruptcy, insolvency, receivership or liquidation of the Issuing Entity;

provided, however, that a delay in or failure of performance referred to in the first three bullet points above for a period of less than 120 days will not constitute an Event of Default if that delay or failure was caused by force majeure or other similar occurrence.

The failure to pay principal of a class of Notes generally will not result in the occurrence of an Event of Default under the Indenture until the final scheduled Payment Date for that class of Notes.

The Indenture requires the Issuing Entity to give written notice of any Event of Default, its status and what action the Issuing Entity is taking or proposes to take to the [Swap Counterparty, the] Indenture Trustee and each rating agency hired by the Sponsor to rate the Notes. Noteholders holding at least a majority of the aggregate outstanding principal amount of the controlling securities may in certain cases waive any past default or Event of Default, except a default in the payment of principal or interest or a default in respect of a covenant or provision which the Indenture expressly states cannot be modified or amended without unanimous waiver or consent of all of the Noteholders.

Rights Upon Event of Default

Upon the occurrence and continuation of any Event of Default, the Indenture Trustee or the holders of at least a majority of the outstanding principal amount of the controlling securities may declare the principal of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, to be immediately due and

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payable by a notice in writing to the Issuing Entity (and to the Indenture Trustee if given to the Noteholders). This declaration may be rescinded by the holders of at least a majority of the aggregate outstanding principal amount of the controlling securities before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee if:

· the Issuing Entity has deposited with the Indenture Trustee an amount sufficient to pay (1) all interest on and principal of the Notes as if the Event of Default giving rise to that declaration had not occurred [and] (2) all reasonable amounts previously advanced by the Indenture Trustee and its reasonable costs and expenses [and (3) any amounts then due and payable by the Issuing Entity to the Swap Counterparty under the interest rate protection agreement]; and

· all events of default—other than the nonpayment of principal of the Notes that has become due solely due to that acceleration—have been cured or waived.

At any time prior to the declaration of the maturity of the Notes, Noteholders holding not less than a majority of the aggregate outstanding principal amount of the controlling securities, may waive any Event of Default and its consequences by giving written notice to the Issuing Entity and the Indenture Trustee other than the following defaults:

· the failure of the Issuing Entity to pay principal of or interest on the Notes; and

· any default related to any covenant or provision of the Indenture that cannot be modified or amended without the consent of 100% of the Noteholders.

If the Notes have been declared due and payable following an Event of Default, the Indenture Trustee may institute proceedings to collect amounts due, exercise remedies as a secured party, including foreclosure or sale of the Issuing Entity Property, or elect to maintain the Issuing Entity Property and continue to apply proceeds from the Issuing Entity Property as if there had been no declaration of acceleration. The Indenture Trustee may not, however, sell the Issuing Entity Property following an Event of Default unless:

· the Depositor elects to exercise the optional purchase and purchases the Exchange Note;

· 100% of the Noteholders [and the Swap Counterparty] consent thereto;

· the proceeds of that sale are sufficient to pay in full the principal of and the accrued interest on all outstanding Notes [and all amounts due by the Issuing Entity to the Swap Counterparty;]; or

· there has been an Event of Default described in one of the first two bullet points under the caption “—Indenture—Events of Default” and the Indenture Trustee determines that the Issuing Entity Property would not be sufficient on an ongoing basis to make all payments of principal of and interest on the Notes as those payments would have become due if those obligations had not been declared due and payable, and the Indenture Trustee obtains the consent of [the Swap Counterparty and] holders of 66 2/3% of the outstanding principal amount of the Notes, voting together as a single class.

The Indenture Trustee may, but is not required to, obtain (at the expense of the Issuing Entity) and rely upon an opinion of an independent accountant or investment banking firm as to the sufficiency of the Issuing Entity Property to pay interest on and principal of the Notes on an ongoing basis. Prior to selling the Issuing Entity Property, the Indenture Trustee will have first obtained an opinion of counsel from counsel to the Administrator (at the expense of the Issuing Entity) to the effect that sale will not cause the Titling Trust or an interest or portion thereof or the Issuing Entity to be classified as an association, or a publicly traded partnership, taxable as a corporation for federal income tax purposes.

Reports to [Class A] Noteholders

On or prior to the close of business on the day that is [two] Business Days immediately preceding each Payment Date, the Indenture Trustee will receive and forward to DTC a statement prepared by the Servicer as described below. DTC will supply these reports to Noteholders (other than the Depositor, if applicable) in accordance with its procedures.

The statement will set forth the following:

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· the amount of the distribution allocable to principal of each class of Notes;

· the amount of the distribution allocable to interest on each class of Notes;

· the aggregate Securitization Value of the Units as of the last day of the related Collection Period;

· the aggregate principal balance of, and the Note factor for, each class of Notes as of the last day of the preceding Collection Period, after giving effect to payments of principal under the first bullet above;

· the amount of the servicing fee paid to the Servicer with respect to the related Collection Period, the amount of any unpaid servicing fees and the change in the amount of the servicing fee paid from that of the prior Payment Date; and

· the number and the aggregate purchase amount of leases in the Reference Pool that have been repurchased by the Servicer

· the Noteholders’ First Priority Principal Distributable Amount, if any, for the related Payment Date;

· [the Noteholders’ Second Priority Principal Distributable Amount, if any, for the related Payment Date;]

· [the Noteholders’ Third Priority Principal Distributable Amount, if any, for the related Payment Date;]

· the Noteholders’ Regular Principal Distributable Amount for the related Payment Date;

· the interest rate [(including One-Month LIBOR)] for each of the Notes for the related payment period;

· the balance of the reserve account [and the risk retention reserve account] after giving effect to deposits and withdrawals to be made on that Payment Date;

· the Overcollateralization Amounts for the related Payment Date on the Exchange Note and the Notes;

· the administration fee for the related Payment Date;

· the aggregate residual value gains/losses with respect to the Reference Pool for the Collection Period;

· the aggregate Securitization Value and aggregate Base Residual Value of remaining Units within the Reference Pool;

· the number and Securitization Value of lease asset turn-ins with respect to the Reference Pool;

· the number of Units within the Reference Pool at the beginning and end of the Collection Period;

· delinquency, repossession and loss information on the Units within the Reference Pool for the related payment period, and whether the Delinquency Trigger occurred;

· [the Monthly Swap Payment Amount, the Senior Swap Termination Payment Amount, if any, and the Subordinate Swap Termination Payment Amount, if any;]

· the Available Funds for that Payment Date;

· the Class A Noteholders’ Interest Distributable Amount;

· the Class B Noteholders’ Interest Distributable Amount;

· [the Class C Noteholders’ Interest Distributable Amount;]

· the initial Exchange Note balance and the Exchange Note balance as of the beginning and end of the Collection Period;

· the principal amount due and payable on the Exchange Note for such Payment Date;

· the interest due and payable on the Exchange Note on that Payment Date;

· any amounts payable to the Asset Representations Reviewer;

· to the extent required by Item 1121(c) of Regulation AB, the information required by Rule 15Ga-1(a) under the Exchange Act concerning all Units that were the subject of a demand to repurchase or replace the Unit for breach of representation of warranty; and

· a material change in the Depositor’s retained interest in the securitization transaction.

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[To be added for offerings after December 24, 2016: The first statement will also include [the percentage of each class of Notes retained by the Depositor on the Closing Date, if that percentage is materially different than [ ]%] [the fair value of [the Class [ ] Notes and] the Certificates as a percentage of the sum of the fair value of the Notes and the Certificates and the fair value of the Certificates as a dollar amount as of the Closing Date, together with a description of any changes in the methodology or inputs and assumptions used to calculate the fair value], as described in “Credit Risk Retention.”]

DTC will supply these reports to Noteholders in accordance with its procedures. The report will also indicate each amount described under the first and second bullets above in the aggregate and as a dollar amount per $[1,000] of original principal balance of a security.

After the end of each calendar year, the Indenture Trustee will mail, to each Noteholder that was a Noteholder during the year, a statement (based on information prepared by the Servicer) containing certain information needed in the preparation of federal income tax returns.

Annual Compliance Statement

The Issuing Entity will be required to file annually with the Indenture Trustee a written officer’s statement as to the fulfillment of its obligations under the Indenture which will include a statement that to the best of the officer’s knowledge, the Issuing Entity has complied with all conditions and covenants under the Indenture throughout that year, or, if there has been a default in the compliance of any condition or covenant, specifying each default known to that officer and the nature and status of that default.

Indenture Trustee’s Annual Report

If required by the Trust Indenture Act of 1939, the Indenture Trustee will be required to mail each year to all related Noteholders a brief report setting forth the following:

· its eligibility and qualification to continue as Indenture Trustee under the Indenture;

· information regarding a conflicting interest of the Indenture Trustee;

· if the Indenture requires the Indenture Trustee to make advances, the character and amount of any advances made by it under the Indenture;

· the amount, interest rate and the maturity date of any indebtedness owing by the Issuing Entity to the Indenture Trustee in its individual capacity;

· any change to the property and funds physically held by the Indenture Trustee in its capacity as Indenture Trustee;

· any release, or release and substitution, of property subject to the lien of the Indenture that has not been previously reported;

· any additional issue of Notes that has not been previously reported; and

· any action taken by it that materially affects the Notes or the Issuing Entity Property and that has not been previously reported.

Documents by Indenture Trustee to Noteholders

The Indenture Trustee, at the expense of the Issuing Entity, will deliver to each Noteholder, not later than the latest date permitted by law, such information as may be reasonably requested (and reasonably available to the Indenture Trustee) to enable such holder to prepare its federal and state income tax returns.

The Indenture Trustee will furnish to any Noteholder promptly upon receipt of a written request by a related Noteholder (at the expense of the requesting Noteholder) therefor, duplicates or copies of all reports, notices, requests, demands, certificates and any other instruments furnished to the Indenture Trustee under the transaction documents.

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Modification of Indenture

The Issuing Entity and the Indenture Trustee may, with the consent of the Noteholders holding not less than a majority of the outstanding Note amount, execute a supplemental Indenture to add provisions to, change in any manner or eliminate any provisions of, the Indenture, or modify in any manner the rights of the Noteholders, except as provided below.

The consent of each holder of outstanding Notes affected thereby will generally be required to:

· change the due date of any installment of principal of or interest on any such Note, reduce its principal amount or interest rate or delay the final scheduled Payment Date of any Note;

· reduce the percentage of the aggregate amount of the outstanding Notes required to consent to supplemental Indentures or to waive compliance or events of default;

· reduce the percentage of the outstanding Note amount required to cause the sale of the trust estate pursuant to the Indenture, if the proceeds of such sale would be insufficient to pay the outstanding Note amount plus accrued but unpaid interest on the Notes;

· terminate the lien of the Indenture on any Collateral or deprive the Noteholder of the security afforded by the lien of the Indenture; or

· impair the right to institute suit for the enforcement of payment as provided in the Indenture.

The Issuing Entity and the Indenture Trustee may also enter into supplemental Indentures, without obtaining the consent of the Noteholders, for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of such Noteholders; provided that, except with respect to amendments which 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, such action will not materially and adversely affect the interest of any such Noteholder and each rating agency hired by the Sponsor then rating the related Notes shall have received prior written notice thereof and will not have notified the Depositor that the amendment will result in a reduction in or withdrawal of its rating on the related Notes.

Satisfaction and Discharge of Indenture

An Indenture will be discharged with respect to the Exchange Note securing the related securities upon the delivery to the Indenture Trustee for cancellation of the related securities or, subject to specified limitations—upon deposit with the Indenture Trustee of funds sufficient for the payment in full of principal of and accrued interest on the securities; the payment of all other sums due under the Indenture and the delivery to the Indenture Trustee of an officer’s certificate and opinion of counsel stating that all conditions precedent for the satisfaction and discharge of the Indenture have been complied with.

Voting Rights; Controlling Securities

Voting rights will be exercised by the holders of the controlling securities. Holders of senior securities may be the controlling securities until they are repaid in full.   Notes owned by the Issuing Entity, any other obligor upon the Notes, the Depositor or any affiliate of any of the foregoing persons will be disregarded and deemed not to be outstanding in determining whether the holders of the requisite outstanding amount of the controlling securities have given any request, demand, authorization, direction, notice, consent or waiver under any related transaction document.

Trust Agreement

Authority and Duties of the Owner Trustee

The Owner Trustee will administer the Issuing Entity in the interest of the holder of the Issuing Entity’s certificate, subject to the terms of the transaction documents, in accordance with the Issuing Entity’s Trust Agreement and the other transaction documents.

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The Owner Trustee will not be required to perform any of the obligations of the Issuing Entity under any transaction documents that are required to be performed by the Administrator.

The Owner Trustee will not manage, control, use, sell, dispose of or otherwise deal with any part of the Issuing Entity’s property except in accordance with (i) the powers granted to and the authority conferred upon that Owner Trustee pursuant to the Issuing Entity’s Trust Agreement, (ii) the other transaction documents to which the Issuing Entity or the trustee is a party, and (iii) any document or instruction delivered to that Owner Trustee pursuant to the Trust Agreement.

Description of the Certificates

The Issuing Entity will issue a certificate representing fractional undivided interests in the Issuing Entity and will be issued pursuant to the Trust Agreement. The Certificates are not being offered hereby and all of the Certificates, representing 100% of the equity in the Issuing Entity, will initially be held by the Depositor, who may thereafter sell the Certificates. The Certificates will not bear interest.

Trustee Indemnification and Trustee Resignation and Removal

Owner Trustee

The Administrator will (i) pay to the Owner Trustee from time to time such compensation as the Administrator and the Owner Trustee shall agree in writing for services rendered by the Owner Trustee, (ii) reimburse the Owner Trustee for its reasonable and documented expenses, including the reasonable and documented compensation and expenses of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise of its rights and duties as Owner Trustee, and (iii) indemnify the Owner Trustee for any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the trust, the Trust Agreement and the other transaction documents, the trust estate, the administration of the trust or the action or inaction of the Owner Trustee thereunder, provided that the Owner Trustee will not be indemnified for costs arising from its own willful misconduct or negligence, its failure to perform certain express obligations in the Trust Agreement, any inaccuracy in its express representations and warranties contained in the Trust Agreement or its own federal and state taxes. In the event the Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be used to pay any amounts owed to the Owner Trustee under the Trust Agreement as described in “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities” in this prospectus.

The Owner Trustee may resign at any time by giving notice to the Administrator and the Administrator may remove the Owner Trustee at any time if the Owner Trustee is not able to legally act under the trust documents, has failed to resign after request of the Administrator or if the Owner Trustee is adjudged bankrupt or insolvent or is otherwise not in control of its property or affairs.

Upon the resignation or removal of the Owner Trustee, the Administrator will appoint a successor Owner Trustee and will provide notice of the resignation or removal of the Owner Trustee and the acceptance of appointment by the successor Owner Trustee to the Certificateholders, the Noteholders, the Indenture Trustee[, the Swap Counterparty] and the rating agencies hired by the Sponsor to rate the Notes. Any successor Owner Trustee must at all times: (1) be an entity that satisfies the provisions of Section 3807(a) of the Statutory Trust Act and be authorized to exercise corporate trust powers, (2) have a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authorities and (3) have (or have a parent which has) a long-term rating in any generic rating category which signifies investment grade by each rating agency hired by the Sponsor to rate the Notes or a rating otherwise acceptable to each such rating agency. Any costs associated with the removal of the Owner Trustee will be paid by the Administrator.

Indenture Trustee

The Issuing Entity shall cause the Administrator to agree to (i) pay to the Indenture Trustee from time to time such compensation as the Issuing Entity, the Administrator and the Indenture Trustee shall from time to time agree in writing for services rendered by the Indenture Trustee, (ii) reimburse the Indenture Trustee for all reasonable expenses, advances and disbursements reasonably incurred by it in connection with the performance of its duties as

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Indenture Trustee and (iii) indemnify the Indenture Trustee for, and hold it harmless against, any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of the Issuing Entity or the performance of its duties as Indenture Trustee. In the event the Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available Funds will be used to pay any amounts owed to the Indenture Trustee under the Indenture as described in “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities”.

The Indenture Trustee shall not be indemnified by the Administrator, the Issuing Entity, the Depositor or the Servicer against any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable (i) for any error of judgment made by it in good faith unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of the Indenture and (iii) for interest on any money received by it except as the Indenture Trustee and the Issuing Entity may agree in writing.

The Indenture Trustee may resign at any time by giving notice to the Issuing Entity [and the Swap Counterparty]. The Noteholders holding at least a majority of the principal balance of Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Depositor, and following that removal may appoint a successor Indenture Trustee. The Indenture Trustee may be removed by the Issuing Entity at any time if the Indenture Trustee fails to comply with certain requirements set forth in the Indenture, is adjudged bankrupt or insolvent, commences a voluntary case under any bankruptcy laws or is otherwise incapable of legally acting under the trust documents.

Upon the resignation or required removal of the Indenture Trustee, or the failure of the Noteholders to appoint a successor Indenture Trustee following the removal without cause of the Indenture Trustee, the Issuing Entity shall be required promptly to appoint a successor Indenture Trustee. Any successor Indenture Trustee must satisfy certain eligibility criteria, including having at all times a combined capital and surplus of at least $50,000,000, having time deposits rated at least [  ] by [      ] and [  ] by [      ] and satisfying the requirements of Section 310(a) of the Trust Indenture Act. Additionally, prior to the appointment of any successor Indenture Trustee, the rating agency condition must be satisfied with respect to such successor Indenture Trustee.

Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of the Indenture shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to the Indenture and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to the Indenture, the retiring Indenture Trustee shall be entitled to payment or reimbursement of such amounts as such person is entitled pursuant to the Indenture.

Amendments

The requirements of amending the Indenture may be found in “—Indenture—Modification of Indenture” above. Generally each of the other transaction documents may be amended by the parties to that agreement without the consent of the Indenture Trustee or the holders of the Notes for the purpose of curing any ambiguity or correcting or supplementing any of the provisions of those transaction documents or of adding, changing, modifying or eliminating any of the provisions of those transaction documents. These amendments require:

· that each rating agency hired by the Sponsor to rate the related securities shall have received prior written notice thereof and no notice shall have been received from any such rating agency that the amendment will result in a reduction or withdrawal of its rating on the securities of that class; or

· the delivery by the Depositor of an officer’s certificate stating that the amendment will not materially and adversely affect the interest of any holder of the affected securities.

In addition, the Depositor, the Servicer, the Issuing Entity and the Indenture Trustee, with the consent of the holders of the controlling securities evidencing at least a majority of the voting rights of the controlling securities, unless the interests of the Noteholders are not materially and adversely affected thereby, and the consent of the Certificateholders evidencing at least a majority of the percentage interest in the Certificates, unless the interests of the Certificateholders are not materially and adversely affected thereby, may amend any of the transaction

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documents other than the Indenture for the purpose of adding, changing, modifying or eliminating any of the provisions of the transaction documents. The consent of all holders of the offered securities is required, however, for any amendment that:

· increases or reduces the amount of, or accelerates or delays the timing of, collections of payments on the related leases or distributions to holders of the offered securities; or

· reduces the required percentage of the offered securities which are required to consent to these amendments.

Bankruptcy of the Issuing Entity

Each of the Owner Trustee, the Indenture Trustee, the Depositor, every Certificateholder and every Noteholder will covenant on its own behalf that it will not at any time institute against the Issuing Entity any involuntary bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

The Owner Trustee will not institute, or consent to the institution of, any proceedings to have the Issuing Entity declared or adjudicated bankrupt or insolvent and will not take any other voluntary bankruptcy action against the Issuing Entity. In addition, while the Indenture is in effect, the Certificateholders will not take any voluntary bankruptcy action against the Issuing Entity.

[Interest Rate Protection Agreement]

[On the Closing Date, the Issuing Entity will enter into an “interest rate protection agreement” consisting of the ISDA Master Agreement, the schedule thereto, the credit support annex thereto, if applicable, and the confirmation with the [Swap][Cap] Counterparty with respect to the Floating Rate Notes to hedge its floating rate interest obligations with respect to the Floating Rate Notes. All terms of the interest rate protection agreement will be acceptable to each rating agency hired by the Sponsor to rate the Notes.]

[Under the interest rate protection agreement, the Issuing Entity will receive payments at a rate determined by reference to One-Month LIBOR, which is the basis for determining the amount of interest due on the Floating Rate Notes. Under the interest rate protection agreement, on each Payment Date, (1) the Issuing Entity will be obligated to pay the Swap Counterparty the applicable fixed interest rate set forth below on the basis of a 360-day year of twelve 30-day months on a notional amount equal to the outstanding principal balance of the Floating Rate Notes as of the preceding Payment Date or, in the case of the initial Payment Date, the original principal amount of the Floating Rate Notes on the Closing Date, and (2) the Swap Counterparty will be obligated to pay to the Issuing Entity a floating interest rate of One-Month LIBOR for the related Payment Date plus the applicable spread set forth below on a notional amount equal to the outstanding principal balance of the Floating Rate Notes as of the preceding Payment Date or, in the case of the initial Payment Date, the original principal amount of the related class of Floating Rate Notes on the Closing Date.]

[The fixed rate to be used in calculating the Issuing Entity’s payments under the interest rate swap agreement related to the Class [__][b] Notes will be equal to [ ]% per annum] [and the Class [__][b] Notes will be equal to [ ]% per annum]. The spread to be used in calculating the Swap Counterparty’s payments under the interest rate swap protection agreement related to [Class [__][b] Notes will be equal to [ ]%] [and the Class [__][b] Notes will be equal to [ ]%].]

[On each Payment Date, the amount the Issuing Entity will be obligated to pay will be netted against the amount payable by the Swap Counterparty under the interest rate protection agreement. Only the net amount will be payable by the Issuing Entity or the Swap Counterparty, as applicable.]

[add for interest rate cap agreement: On the Business Day prior to the Payment Date, the Cap Counterparty will be obligated to pay the Issuing Entity an amount equal to the product of (i) the notional amount of the interest rate cap and (ii) the excess of the interest rate on each class or tranche of Floating Rate Notes over an interest rate equal to a strike price specified in the related interest rate protection agreement, which amount will not be less than zero. The obligations of the Cap Counterparty under the interest rate protection agreement are unsecured.]

[The interest rate protection agreement provides for specified events of default [and termination events]. [add for interest rate swap agreement: Events of default applicable to the Issuing Entity include, among others, [the

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failure to make payments due under the interest rate protection agreement, the occurrence of certain bankruptcy-related events and a merger by the Issuing Entity without an assumption of its obligations under the interest rate protection agreement].] [add for interest rate cap agreement: There will not be any events of default applicable to the Issuing Entity under the interest rate protection agreement.] [Events of default applicable to the [Swap][Cap] Counterparty include [the failure by the [Swap][Cap] Counterparty to make payments due under the interest rate protection agreement, the breach by the [Swap][Cap] Counterparty of the agreement evidencing the interest rate protection agreement and the occurrence of certain bankruptcy-related events and a merger by the [Swap][Cap] Counterparty without an assumption of its obligations under the interest rate protection agreement]. In addition, termination events, including illegality, specified tax events, the acceleration of the Notes after the occurrence of an event of default and an amendment to the transaction documents that is adverse to the Swap Counterparty is made without the Swap Counterparty’s consent, will apply to the Issuing Entity.]

[In the event that the [Swap][Cap] Counterparty’s long-term or short-term ratings cease to be at the levels required by the rating agencies hired to rate the Notes, the [Swap][Cap] Counterparty will be obligated to obtain a guaranty from or assign its rights and obligations under the interest rate protection agreement to another party reasonably acceptable to the Issuing Entity or post Collateral to maintain the ratings of the Notes. [Insert description of any additional rating agency requirements.] If the [Swap][Cap] Counterparty has not taken one of the actions specified above within the specified time, the Issuing Entity may terminate the interest rate protection agreement.]

[Upon the occurrence of any event of default or termination event specified in the interest rate protection agreement, the non-defaulting or non-affected party may elect to terminate the interest rate protection agreement. If the interest rate protection agreement is terminated due to an event of default or a termination event, a Senior Swap Termination Amount under the interest rate swap agreement may be due to the Swap Counterparty by the Issuing Entity out of Available Funds. Any Senior Swap Termination Amount will be paid pari passu with interest on the Class A Notes. The Senior Swap Termination Amount may be based on the actual cost or market quotations of the cost of entering into a similar swap transaction or such other methods as may be required under the interest rate protection agreement, in each case in accordance with the procedures set forth in the interest rate protection agreement. Any Senior Swap Termination Amount could if market rates or other conditions have changed materially, be substantial. If a replacement interest rate protection agreement is entered into, any payments made by the replacement Swap Counterparty in consideration for replacing the Swap Counterparty, will be applied to any Senior Swap Termination Amount owed to the Swap Counterparty, under the interest rate protection agreement to the extent not previously paid.]

[The Swap Counterparty will have the right to consent to amendments under certain transaction documents, other than amendments that do not materially and adversely affect the interests of the Swap Counterparty.]

[The [Swap][Cap] Counterparty]

[[     ] is a [      ] that has, as of the date of this prospectus, long-term debt ratings from [          ], [     ] and [     ] of “[     ]”, “[     ]” and “[      ]”, respectively, and short-term debt ratings from [       ], [      ] and [      ] of “[     ]”, “[     ]” and “[     ]”, respectively. The ratings reflect the respective rating agency’s current assessment of the creditworthiness of [        ] and may be subject to revision or withdrawal at any time by the rating agencies. [      ] will provide upon request, without charge, to each person to whom this prospectus is delivered, a copy of the most recent audited annual financial statements of [       ], the parent company of the [Swap][Cap] Counterparty. Requests for such information should be directed to [       ], (xxx) xxx-xxxx or in writing at [      ].]

[[      ] has not participated in the preparation of this supplement and has not reviewed and is not responsible for any information contained in this prospectus, other than the information contained in the immediately preceding paragraph. ]

[Insert any additional information on the [swap][cap] counterparty in accordance with 1103(a)(3)(ix), Item 1114 and Item 1115 of Regulation AB, as applicable]

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[Interest Rate Protection Agreement Significance Percentage]

[Based on a reasonable good faith estimate of maximum probable exposure calculated in accordance with World Omni’s general risk management procedures, the significance percentage of the interest rate protection agreement is less than 10%.]

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[CREDIT RISK RETENTION]

[To be added for offerings after December 24, 2016:]

[The risk retention regulations in 17 C.F.R. Part 246 (“Regulation RR”) require the Sponsor, either directly or through its majority-owned affiliates, to retain an economic interest in the credit risk of the leases and leased vehicles. The Depositor is a wholly-owned affiliate of World Omni and will retain the required economic interest in the credit risk of the leases and leased vehicles to satisfy the Sponsor’s requirements under Regulation RR.]

[Combination Vertical and Horizontal Interest Option]

[The Depositor will satisfy the risk retention requirements of Regulation RR by retaining a combination of an “eligible vertical interest” and an “eligible horizontal residual interest” under Regulation RR[, including by depositing funds into the risk retention reserve account]. The Depositor expects that the percentage of the “eligible vertical interest” and the percentage of the fair value of the “eligible horizontal residual interest” [, including any amounts on deposit in the risk retention reserve account,] will equal at least [five].]

[Include following disclosure for both Eligible Vertical Interest Option and Eligible Horizontal Residual Interest Option:]

[Eligible Vertical Interest Option]

[[The Depositor’s retention of [ ]% of each class of Notes and the Certificates satisfies the requirements for an “eligible vertical interest” under Regulation RR.][The Depositor’s retention of a single vertical security, which will have an initial principal balance of $[●] (which equals [●]% of the aggregate principal balance of the Notes and Certificates) and which will be entitled to receive [●]% of all payments on the Notes and the Certificates, satisfies the requirements for an “eligible vertical interest” under Regulation RR.]] The Depositor, or another majority-owned affiliate of World Omni, is required to retain this interest until the later of two years from the Closing Date, the date the aggregate Securitization Value is one-third or less of the aggregate Securitization Value as of the Actual Cutoff Date, or the date the outstanding principal amount of the Notesis one-third or less of the original outstanding principal amount. World Omni, the Depositor or any of their affiliates may not hedge the retained interest during this period. If the percentage of each class of Notesand the Certificates retained by the Depositor on the Closing Date is materially different than [ ]%, World Omni will include the retained percentage in the first investor report.]

[By retaining the “eligible vertical interest,” the Depositor will be a Noteholder of [ ]% of each class of Notesand will be entitled to receive [ ]% of all payments of interest and principal made on each class of Notesand, if any class of Notesincurs losses, will bear % of those losses. Each class of Notesretained by the Depositor as part of the “eligible vertical interest” will have the same terms as all other Notesin that class, except that the Notesretained by the Depositor will not be included for purposes of determining whether a required percentage of any class of Noteshave taken any action under the Indenture or any other transaction document. For a description of the Notes, and thus of the “eligible vertical interest,” and the credit enhancement available for Notes, you should read “Description of the Notes” and “Description of the Transaction Documents.”]

[Eligible Horizontal Residual Interest Option]

[Eligible Horizontal Cash Reserve Account]

[In order to satisfy in part its risk retention obligations, World Omni will cause the Issuing Entity to establish on the Closing Date a reserve account in the name of the Indenture Trustee for the benefit of the Noteholders. This [risk retention reserve account][reserve account] is structured to be an eligible horizontal cash reserve account and will be funded by the retention of a portion of the purchase price for the offered Notes on the Closing Date in the amount equal to $[ ]. [The risk retention reserve account will be established in addition to, and be administered separately from, the reserve account described under “Description of the Transaction Documents—[Risk Retention] Reserve Account”.] Funds on deposit in the [Risk Retention] Reserve Account may not be used to pay amounts due and payable on the Notes held by World Omni or an affiliate of World Omni. For all other purposes, the [Risk Retention] Reserve Account may be used to make any payments that are due as described under “Description of the Transaction Documents—Distributions on the Securities” in this prospectus but are otherwise unpaid, including each of the Notes on the final scheduled distribution date to the extent collections on the receivables are insufficient to make such payments.]

[Eligible Horizontal Residual Interest]

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[The Depositor’s retention of [the Class [ ] Notes and] the Certificates of the Issuing Entity[, together with the required amounts in the risk retention reserve account,] satisfies the requirements for an “eligible horizontal residual interest” under Regulation RR. The fair value of [the Class [ ] Notes and] the Certificates[, together with the required amounts in the risk retention reserve account,] is expected to represent at least [5]% of the sum of the fair value of the Notes and the Certificates on the Closing Date. The Depositor, or another majority-owned affiliate of World Omni, is required to retain [the Class [ ] Notes and] the Certificates until the later of two years from the Closing Date, the date the aggregate Securitization Value is one-third or less of the aggregate Securitization Value as of the Actual Cutoff Date, or the date the outstanding principal amount of the Notes is one-third or less of the original outstanding principal amount. World Omni, the Depositor or any of their affiliates may not hedge the retained interest during this period.]

[In general, the Certificates represent the right to the overcollateralization, amounts in the reserve account[, the risk retention reserve account] and excess interest not needed to make payments on the Notes or cover losses on the leases and leased vehicles. [Also, payments on principal of and interest on the Class [ ] Notes is subordinated to the payment of and interest on the more senior classes of Notes.] Because the Certificates are subordinated to each class of Notes [and the Class [ ] Notes are subordinated to each of the other classes of Notes] and are only entitled to amounts not needed on a Payment Date to make payments on more senior interests issued by the Issuing Entity or to make other required payments or deposits according to the priority of payments described in “Description of the Transaction Documents—Distributions on the Securities,” the Certificates [and the Class [ ] Notes] absorb[s] all losses on the leases and leased vehicles before any losses are incurred by the more senior interests issued by the Issuing Entity. For a description of certain material terms of [the Class [ ] Notes] and the Certificates, including with respect to their payment priority and rights upon an Event of Default, see [“Description of the Notes”, “Description of the Transaction Documents—Indenture”,] “Description of the Transaction Documents—Distributions on the Securities” and “Description of the Transaction Documents—Description of the Certificates” in this prospectus. [For a description of certain material terms of the risk retention reserve account, see “Description of the Transaction Documents—Distributions on the Securities” and “Description of the Transaction Documents—[Risk Retention] Reserve Account.”] For a description of the credit enhancement available for the Notes, including the excess interest and overcollateralization, you should read “Description of the Transaction Document—[Risk Retention] Reserve Account” and “—Overcollateralization.”]

[The fair value of the Notes and the Certificates is summarized below:]

Class of Securities	Fair Value			Fair Value (as a percentage)
Class A Notes		[	]		[	]%
Class B Notes		[	]		[	]%
[Class C Notes		[	]		[	]%]
Certificates		[	]		[	]%
Total		[	]		[	]%

[The Sponsor determined the fair value of the Notes [, the risk retention reserve account] and the Certificates using a fair value measurement framework under generally accepted accounting principles. In measuring fair value, the use of observable and unobservable inputs and their significance in measuring fair value are reflected in the fair value hierarchy assessment, with Level 1 inputs favored over Level 3 inputs.]

• [Level 1 — inputs include quoted prices for identical instruments and are the most observable,

• Level 2 — inputs include quoted prices for similar instruments and observable inputs such as interest rates and yield curves, and

• Level 3 — inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the instrument.]

[The fair value of the Notes is categorized within Level 2 of the hierarchy, reflecting the use of inputs derived from prices for similar instruments. The fair value of the Notes is assumed to be equal to the initial principal amount, or par. This reflects the expectation that the final interest rates of the Notes will be consistent with the interest rate assumptions below:]

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Class of Notes	Interest Rate
Class A-1[a/b] Notes	[    ]%/One-Month LIBOR plus [    ]%
Class A-2[a/b] Notes	[    ]%/One-Month LIBOR plus [    ]%
Class A-3[a/b]Notes	[    ]%/One-Month LIBOR plus [    ]%
Class A-4[a/b] Notes	[    ]%/One-Month LIBOR plus [    ]%
Class B[a/b] Notes	[    ]%/One-Month LIBOR plus [    ]%
[Class C[a/b] Notes	[    ]%/One-Month LIBOR plus [    ]%]

[These interest rates are estimated based on recent pricing of similar transactions and market-based expectations for interest rates and credit risk.]

[The fair value of the risk retention reserve account is considered Level 1 in the hierarchy as its consists of a cash balance.]

[The fair value of the Certificates is categorized within Level 3 of the hierarchy as inputs to the fair value calculation are generally not observable. To calculate the fair value of the Certificates, World Omni prepared a valuation model. This model forecasts future interest and principal payments of the pool of leases and leased vehicles, the interest and principal payments on each class of Notes, transaction fees and expenses and the servicing and administration fee. The resulting cash flows to the Certificates are discounted to present value based on a discount rate that reflects the credit exposure to these cash flows and current market interest rates. In completing these calculations, World Omni made the following assumptions:

• Interest accrues on the Notes at the rates described above. [In determining the interest payments on the floating rate Class [ ][-[ ]][b] Notes, One-Month LIBOR is assumed to reset consistent with the applicable forward rate curve as of [ ], 20[ ].]

• Cash flows for the leases and leased vehicles are calculated using the assumptions as described in “Prepayment and Yield Considerations—Weighted Average Life of the Securities.”

• Leases prepay at a [ ]% ABS rate based on amortization resulting from both prepayments and losses. This assumption is different than the analysis described in “Prepayment and Yield Considerations—Weighted Average Life of the Securities,” where amortization is due to prepayments only.

• Retained and returned vehicles are assumed to be sold for an amount equal to the base residual value resulting in no residual value gains or losses.

• A projected credit loss rate, based on the [median] of expected losses as determined by the [NRSROs hired by the Sponsor to rate the Notes], which will assume that [30%] of losses occur in each of the [first three] years after the Closing Date and [10%] of losses occur in the [fourth] year after the Closing Date and subsequently.

• Cash flows distributable to the holders of the Certificates are discounted at [ ]%.]

[World Omni developed these inputs and assumptions by considering the following factors:

• ABS rate — estimated considering the composition of the leases and leased vehicles and the performance of its prior securitized pools included in Appendix A.

• Cumulative net loss rate — based on the expected losses as determined by the [NRSROs hired by the Sponsor to rate the Notes] and estimated using assumptions for both the magnitude of lifetime cumulative net losses and the shape of the cumulative net loss curve. The lifetime cumulative net loss assumption was developed considering the composition of the leases and leased vehicles, the performance of prior securitized pools included in Appendix A, trends in used vehicle values, economic conditions, and the cumulative net loss assumptions of the hired NRSROs. The shape of the cumulative net loss curve is based on a historical average of its prior securitized pools included in Appendix A. Default and recovery rate estimates are included in the cumulative net loss assumption.

• Discount rate applicable to the Certificates — estimated to reflect the credit exposure to the Certificates. Due to the lack of an actively traded market in securities similar to the Certificates, the discount rate was derived using qualitative factors that consider the equity-like component of the first-loss exposure.]

[The Sponsor or the Depositor will disclose in the first investor report filed on Form 10-D following the Closing Date any material differences or changes in the methodology or key inputs and assumptions used to calculate the fair value at the time of closing, as well as updated information regarding the fair value of the retained [the Class [ ] Notes or] the Certificates of the Issuing Entity.]

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CERTAIN PROVISIONS OF THE TITLING TRUST DOCUMENTS AND RELATED AGREEMENTS

Closed-end Collateral Specified Interest, Reference Pools and Exchange Notes

The Titling Trust has two initial series of specified interests. One of these series will hold only closed-end leases and related leased vehicles and is referred to as the “Closed-End Collateral Specified Interest.” The other series, which is known as the “Open-End Collateral Specified Interest,” will hold open-ended leases and the related leased vehicles. The beneficial interests in the Closed-End Collateral Specified Interest and the Open-End Collateral Specified Interest are represented by the Closed-End Collateral Specified Interest certificate and the Open-End Collateral Specified Interest certificate and are currently held by the Initial Beneficiary. The Exchange Notes, reference pools, unencumbered pools and Warehouse Facility Pool discussed herein only pertain to the Closed-End Collateral Specified Interest.

Unencumbered pools. The Titling Trust may allocate leases and leased vehicles to one or more unencumbered pools which include all Titling Trust assets in the Closed-End Collateral Specified Interest not allocated to any Warehouse Facility Pool or reference pools with respect to Exchange Notes.

Warehouse facility pool. In order to provide an ongoing source of funds to finance the acquisition of Units from dealers, the Titling Trust is a party to one or more financing facilities with an affiliate, which affiliate in turn is a party to a financing facility with lenders with scheduled commitment termination dates. The Titling Trust’s current facility is secured pursuant to the Pledge and Security Agreement by the “Warehouse Facility Pool,” which includes all Titling Trust assets in the Closed-End Collateral Specified Interest not allocated to any reference pools with respect to Exchange Notes or allocated to any unencumbered pools of the Titling Trust.

Creation of reference pools and issuance of exchange Notes. The Initial Beneficiary has the right and option to purchase from the lenders in the warehouse facilities all or a portion of the outstanding advances under the warehouse facilities, including advances made by World Omni Lease Finance LLC to the Titling Trust, for a “Purchase Price” equal to the outstanding principal amount of that indebtedness plus any interest due and payable thereon (and certain other amounts). Those advances are then exchanged by the Initial Beneficiary for an Exchange Note issued by the Titling Trust to the Initial Beneficiary in an amount equal to the sum of the Purchase Price paid by the Initial Beneficiary for the advances and the amount of any funds advanced by the Initial Beneficiary to the Titling Trust pursuant to the Collateral Agency Agreement.

World Omni or its affiliates may from time to time provide a subordinate warehouse facility to the Titling Trust. To the extent World Omni or its affiliates have provided this facility, and there is an outstanding balance under that facility, the Exchange Note may replace all or a portion of the outstanding balance of the subordinate warehouse debt, and the outstanding advances of the warehouse lenders and any funds advanced by Auto Lease Funding LLC.

The terms of an Exchange Note will be set forth in such Exchange Note, the Collateral Agency Agreement and the related supplement to the Collateral Agency Agreement. Such supplement to the Collateral Agency Agreement will designate the initial leases and the related leased vehicles allocated to a new reference pool. When an Exchange Note is issued, the Servicer will enter into a supplement to the Servicing Agreement, which provides for the servicing of those Units allocated to the related reference pool.

Other transactions involving the creation of reference pools. In connection with other securitizations and transactions, the Titling Trust will issue and has previously issued Other Exchange Notes to the Initial Beneficiary. Each such Exchange Note is secured by and paid principally from a related reference pool of Units and is referred to as an “Other Exchange Note,” and the related reference pool is referred to herein as the “Other Reference Pool.”

The Initial Beneficiary will sell and contribute and has sold and contributed the Other Exchange Notes to the Depositor, who will transfer and has transferred them into a securitization trust. The Depositor may also pledge those Other Exchange Notes to secure leveraged leasing transactions or other financing transactions.

Holders of an Exchange Note have the right to proceeds from only the Units allocated to the related reference pool. The holder of the Exchange Note will receive the proceeds of and collections on the Units in the related reference pool in the manner set forth in “—Application of Collections on the Reference Pools” below in this prospectus. The holder of the Exchange Note will not receive proceeds from any Units in any unencumbered pool,

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the Warehouse Facility Pool or Other Reference Pools related to any Other Exchange Notes. Holders of an Exchange Note must waive claims to Titling Trust assets not allocated to their interest. Each holder of an Exchange Note, and each person to whom an Exchange Note is pledged, will also be required to expressly disclaim any interest in the assets of the Titling Trust other than those allocated to the reference pool related to such Exchange Note and to fully subordinate any claims to those other assets. In turn each beneficiary of any unencumbered pool, each holder of any Other Exchange Note and each lender with respect to the Warehouse Facility Pool, and each pledgee of any of these, must similarly expressly disclaim (or will be deemed to have disclaimed) any interest in the reference pool related to the Exchange Note securing the Notes offered by this prospectus and fully subordinate their respective claims to any Units in such reference pool.

Titling Trustee

The Titling Trustee will be under no obligation to exercise any of the discretionary rights or powers vested in it by the Exchange Note Supplement, or to institute, conduct or defend any litigation under the Exchange Note Supplement or in relation thereto, unless the party requesting that action has offered to the Titling Trustee reasonable security or indemnity against the costs, expenses or liabilities that may be incurred therein or thereby.

Resignation and Removal of the Titling Trustee or Titling Trust Administrator

None of the Titling Trust Administrator, the Titling Trustee or the Delaware Trustee may resign without the consent of the Initial Beneficiary unless that party ceases to be eligible under the Titling Trust Documents. The Initial Beneficiary may remove the Titling Trust Administrator. The Initial Beneficiary at its discretion may remove the Titling Trust Administrator or either trustee if at any time such party (or, to the extent such party is a wholly-owned subsidiary, such party’s parent) ceases to (a) be either (i) a banking association organized under the laws of the United States or (ii) a corporation organized in one of the fifty states of the United States, the District of Columbia or the Commonwealth of Puerto Rico, (b) not be the Initial Beneficiary or any affiliate thereof, (c) be qualified as a trustee to hold Titling Trust assets located in the Five-State Area, (d) be authorized to exercise corporate trust power, or (e) have a combined capital and surplus of at least $50,000,000. In addition, the Initial Beneficiary may remove the Titling Trust Administrator or either trustee if (A) any representation or warranty made by that party under the Titling Trust Documents was untrue in any material respect when made and not cured within 30 days following actual knowledge thereof or notice thereto, and such party fails to resign after written request, (B) at any time that party is incapable of acting, is legally unable to act, or adjudged bankrupt or insolvent, (C) a receiver of the Titling Trustee or its property has been appointed or (D) any public officer has taken charge or control of the Titling Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.

Upon the removal of the Titling Trustee, the Initial Beneficiary will promptly appoint a successor trustee or Titling Trust Administrator. Any resignation or removal of that party and appointment of a successor will not become effective until acceptance of appointment by that successor.

Indemnity of Titling Trustees

The trustees and the Titling Trust Administrator, including their respective officers, directors, shareholders, employees and agents (each an “Indemnified Person”) will be indemnified and held harmless by the holders of the certificates of specified interests with respect to any loss, liability or expenses, including reasonable attorneys’ and other professionals’ fees and expenses, arising out of or incurred in connection with any of the related Titling Trust assets with respect to that specified interest, including any liabilities arising out the Indemnified Person’s acceptance or performance of the trusts and duties contained in the Titling Trust Documents. Notwithstanding the foregoing, the Titling Trustee will not be indemnified or held harmless out of the included Units relating to a series of securities as to such a loss:

· incurred by reason of the Titling Trustee’s willful misfeasance, bad faith or gross negligence; or

· incurred by reason of the Titling Trustee’s breach of its representations and warranties made in the Titling Trust Documents.

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Issuing Entity as Third-Party Beneficiary

As the holder and pledgee of an Exchange Note, the Issuing Entity and the Indenture Trustee, respectively, will be third-party beneficiaries of the Exchange Note Supplement as it relates to the Exchange Note.

Termination

The Titling Trust and the Titling Trust Documents will terminate on the final distribution by the Titling Trust Administrator of all moneys or other property constituting Titling Trust assets or upon the direction of the Initial Beneficiary, provided that there are no outstanding obligations of the Titling Trust. Any specified interest may be terminated upon receipt by the Titling Trust Administrator of direction to terminate that specified interest from the holders of the certificates with respect to such specified interest, but such termination shall be subject to the rights of any registered pledgee or creditors of any interest in and to that specified interest.

Securities Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates

In general, except as otherwise described in this prospectus and the transaction documents, so long as any Notes are outstanding, any Notes owned by the Issuing Entity, the Depositor, the Servicer (so long as World Omni or one of its affiliates is the Servicer) or any of their respective affiliates will be entitled to benefits under those transaction documents, equally and proportionately to the benefits afforded other owners of the Notes except that those Notes will be deemed not to be outstanding for the purpose of determining whether the requisite percentage of the related Noteholders have given any request, demand, authorization, direction, notice, consent or other action under the transaction documents.

Information Requests

The parties to the transaction documents relating to the Notes will agree to provide any information reasonably requested by the Servicer, the Issuing Entity, the Depositor or any of their affiliates, at the expense of the Servicer, the Issuing Entity, the Depositor or any of their affiliates, as applicable, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle.

Securities Exchange Act Filing

The Issuing Entity will authorize the Servicer and the Depositor, or either of them, to prepare, sign, certify and file any and all reports, statements and information respecting the Issuing Entity and/or the Notes required to be filed pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Exchange Note Default

Any of the following events or occurrences with respect to any Exchange Note will constitute an “Exchange Note Default” solely with respect to that Exchange Note:

· the Titling Trust fails to pay or cause to be paid any principal of that Exchange Note on the applicable final scheduled Payment Date and, if such failure is due to an administrative omission, mistake or technical difficulty, that failure continues for 5 Business Days after the date when such principal became due;

· the Titling Trust fails to pay or cause to be paid any part of the interest due and payable on the Exchange Note specified in the Exchange Note Supplement, and that failure continues for 5 Business Days after the due date;

· there is a default in the observance or performance of any covenant or agreement of the Titling Trust made in the Collateral Agency Agreement or the Exchange Note Supplement (other than a covenant or agreement, a default in the observance or performance of which is specifically covered by anOther Exchange Note Default), the Exchange Noteholders of that Exchange Note are materially and adversely affected by such default and such default is not cured on or before the 60th day after the Titling Trust has received a notice from that Exchange Noteholders that states that it is a “notice of Exchange Note Default” and specifies the default; and

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· any representation or warranty of the Titling Trust made in the Collateral Agency Agreement, the Exchange Note Supplement or in any certificate or other document delivered in connection with the Collateral Agency Agreement or the Exchange Note Supplement with respect to the Exchange Note proves to have been incorrect as of the time made, the Exchange Noteholders of that Exchange Note are materially and adversely affected by such incorrectness and such incorrectness is not cured on or before the 60th day after the Titling Trust has received a notice from such Exchange Noteholders that states that it is a “notice of Exchange Note Default” and specifies the default.

Within 5 Business Days after an authorized officer of the Titling Trust first has actual knowledge of the occurrence of an Exchange Note Default with respect to any Exchange Note, the Titling Trust will notify the Servicer, the Administrative Agent, the Deal Agent and the Exchange Noteholder of its status and what action, if any, the Titling Trust is taking or proposing to take with respect to that Exchange Note Default.

If an Exchange Note Default occurs and is continuing with respect to any Exchange Note, the Exchange Noteholder may, by notice to the Titling Trust, the Servicer, the Closed-End Collateral Agent and the Administrative Agent, declare such Exchange Note to be immediately due and payable, and upon any such declaration the outstanding principal balance of that Exchange Note and any more senior Exchange Note related to the same reference pool, together with accrued and unpaid interest thereon through the date of acceleration, will become immediately due and payable.

If an event of bankruptcy has occurred and is continuing or an Exchange Note Default has occurred and is continuing and the Exchange Noteholder has declared the Exchange Note to be immediately due and payable, subject to certain limitations on enforcement set forth in the Collateral Agency Agreement, the Exchange Noteholder may (i) commence appropriate proceedings and pursue any of its other rights, remedies, powers or privileges under the Collateral Agency Agreement, the Warehouse Facility Pool or otherwise; and (ii) direct the Closed-End Collateral Agent to and the Closed-End Collateral Agent will (x) institute proceedings for the complete or partial foreclosure on the Units included in the related reference pool; (y) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of such Exchange Noteholder; and/or (z) sell or otherwise liquidate all or a portion of the Collateral pledged to the Closed-End Collateral Agent under the Pledge and Security Agreement (the “Collateral”) and included in the reference pool with respect to such Exchange Note, or any right or interest included in that Collateral, at one or more public or private sales called and conducted in any manner permitted by law.

The proceeds of any liquidation or sale of the Collateral included in any reference pool will be applied in the manner set forth in the prospectus.

Application of Collections on the Reference Pools

On each Payment Date, the Administrative Agent will, with respect to each reference pool, withdraw from the Exchange Note Collection Account an amount equal to the collections for that reference pool and that Payment Date and apply those amounts as described under “Description of the Transaction Documents—Distributions on the Exchange Note” in this prospectus.

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AFFILIATIONS AND RELATIONSHIPS AMONG TRANSACTION PARTIES

[The Owner Trustee is not an affiliate of any of the Depositor, the Sponsor, Auto Lease Finance LLC, the Closed-End Collateral Agent, the Servicer, the Titling Trust, the Issuing Entity or the Indenture Trustee. However, the Owner Trustee and one or more of its affiliates may, from time to time, engage in arm’s length transactions with the Depositor, Auto Lease Finance LLC, the Servicer, the Titling Trust, the Indenture Trustee, or affiliates of any of them, that are distinct from its role as Owner Trustee, including transactions both related and unrelated to the securitization of retail leases.]

[The Indenture Trustee is not an affiliate of any of the Depositor, the Sponsor, Auto Lease Finance LLC, the Servicer, the Titling Trust, the Issuing Entity, the Owner Trustee, the Titling Trustee or the Titling Trustee Agent. However, the Indenture Trustee and one or more of its affiliates may, from time to time, engage in arm’s length transactions with the Depositor, Auto Lease Finance LLC, the Sponsor, the Titling Trust, the Owner Trustee, or affiliates of any of them, that are distinct from its role as Indenture Trustee, including transactions both related and unrelated to the securitization of retail leases.]

[The Asset Representations Reviewer is not an affiliate of any of the Depositor, the Sponsor, Auto Lease Finance LLC, the Closed-End Collateral Agent, the Servicer, the Titling Trust, the Issuing Entity, the Indenture Trustee, the Owner Trustee, the Titling Trustee or the Titling Trustee Agent. However, the Asset Representations Reviewer and one or more of its affiliates may, from time to time, engage in arm’s length transactions with the Depositor, the Sponsor, the Indenture Trustee, the Owner Trustee, or affiliates of any of them, that are distinct from its role as Asset Representations Reviewer, including transactions both related and unrelated to the securitization of retail installment sale contracts and loans.]

[[        ], an underwriter for the Class [_] Notes, and [           ], the [Swap][Cap] Counterparty, are affiliates and engage in transactions with each other involving securitizations.]

The Sponsor and the Depositor are affiliates and also engage in other transactions with each other involving securitizations and sales of leases, retail installment sale contracts and loans.

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FEES AND EXPENSES

The fees and expenses paid or payable from Collections or Available Funds are set forth in the table below. Those fees and expenses are paid on each Payment Date as described above under “Description of the Transaction Documents—Distributions on the Securities—Allocations and Distributions on the Securities.”

Type of Fee	Amount of Fee	Party Receiving Fee	Priority in Distribution
Servicing Fee(1)	Product of (a) one-twelfth and (b) [1.00]% and (c) the aggregate Securitization Value of all Units as of the beginning of that Collection Period (2)	Servicer	Payable prior to payment of interest and principal on the Exchange Note
Administration Fee	Product of (a) one-twelfth and (b) [0.05]% and (c) the aggregate Securitization Value of all Units as of the beginning of that Collection Period (3)	Administrator	Payable prior to payment of interest and principal on the Notes
[Asset Representations Reviewer annual fee(4) ]	[$[   ] each year]	[Asset Representations Reviewer]	[Payable prior to payment of interest and principal on the Notes]
[Asset Representations Reviewer review fee(4) ]	[$[   ] for each Review Receivable on completion of a review]	[Asset Representations Reviewer]	[Payable prior to payment of interest and principal on the Notes]
[Monthly Swap Payment Amount]	[Net amount due on each Payment Date from the Issuing Entity to the Swap Counterparty under the interest rate protection agreement for the related Collection Period]	[Swap Counterparty]	[Payable prior to payment of interest and principal on the Notes]
[Swap termination payments]	[Market value of the interest rate protection agreement based on market quotations of the cost of entering into an interest rate protection agreement with the same terms and conditions that would have the effect of preserving the full payment obligations of the parties in accordance with the procedures set forth in the interest rate protection agreement]	[Swap Counterparty]	[Payable pari passu with payment of interest on the Notes]]
Indenture Trustee amounts	All fees, expenses and other amounts owing to the Indenture Trustee pursuant to the Indenture	Indenture Trustee	Payable prior to payment of interest and principal on the Notes during the occurrence of an Event of Default
Owner Trustee amounts	All fees, expenses and other amounts owing to the Owner Trustee pursuant to the Trust Agreement	Owner Trustee	Payable prior to payment of interest and principal on the Notes during the occurrence of an Event of Default

(1)          The fees, expenses and other amounts owing to the Closed-End Collateral Agent, and, prior to the occurrence of an Event of Default, the Indenture Trustee and the Owner Trustee, will not be paid out on each Payment Date. Instead, such fees, expenses and other amounts will be paid by World Omni as the Administrator, from the administration fee, pursuant to the Administration Agreement.

(2)          The servicing fee payable to the Servicer on the initial Payment Date with respect to the initial Collection Period will be pro-rated, however, to compensate for the length of the initial Collection Period [not] being [longer than] one month.

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(3)          The administration fee payable to the Administrator on the initial Payment Date with respect to the initial Collection Period will be pro-rated, however, to compensate for the length of the initial Collection Period [not] being [longer than] one month.

(4)          [Prior to the occurrence of an Event of Default, the amount of such fees payable prior to required interest and principal payments on the Notes will be limited to a maximum amount of $[ ] per year. Following an Event of Default, however, these fees will be paid prior to required interest and principal payments on the Notes. The annual fee and the review fee payable to the Asset Representations Reviewer may not be changed without the consent of the Issuing Entity, the Asset Representations Reviewer and holders of the Notes evidencing at least a majority of the outstanding amount of the controlling securities and the consent of the holders of Certificates evidencing at least a majority of the percentage interest of the Certificates.]

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ADDITIONAL LEGAL ASPECTS OF THE TITLING TRUST AND THE EXCHANGE NOTES

The Titling Trust

The Titling Trust is a Delaware statutory trust. The Titling Trust has made trust filings or obtained certificates of authority to transact business in states where, in the Servicer’s judgment, such action may be required. Because the Titling Trust has been registered as a statutory trust for Delaware and other state law purposes, in similar form as a corporation, it may be eligible to be a debtor in its own right under the United States Bankruptcy Code. See “Risk Factors—A Bankruptcy of the Depositor, Auto Lease Finance LLC, the Servicer or the Titling Trust Could Delay or Limit Payments To You.” As such, the Titling Trust may be subject to Insolvency Laws under the United States Bankruptcy Code or similar state laws (“Insolvency Laws”), and claims against the Titling Trust assets could have priority over the security interest in those assets granted by the Titling Trust to secure the Exchange Notes. In addition, claims of a third party against the Titling Trust assets, including the assets of a reference pool with respect to an Exchange Note, to the extent such claims are not covered by insurance, could take priority over holders of security interests in the closed-end assets, such as the Closed-End Collateral Agent, as more fully described under “Additional Legal Aspects of the Leases and the Leased Vehicles—Vicarious Tort Liability.”

Qualification of VT Inc. as Fiduciary

State laws differ as to whether a corporate trustee that leases vehicles in that state, such as VT Inc., must qualify as a fiduciary. The consequences of the failure to be qualified as a fiduciary in a state where such qualification is required differ by state, but could include penalties against VT Inc. and its directors and officers, ranging from fines to the inability of VT Inc. to maintain an action in the courts of that state.

World Omni believes that VT Inc. does not exercise sufficient discretion in the performance of its duties under the Titling Trust Documents or take such other discretionary actions that it should be considered to be exercising fiduciary powers within the meaning of any applicable state law. However, no assurance can be given that World Omni’s view will prevail. However, no state in which (1) this issue is uncertain, (2) VT Inc. has not taken the actions necessary to qualify as a fiduciary and (3) the consequences of this failure would be material will represent a significant percentage of the value of the assets with respect to any Exchange Note. Therefore, World Omni believes that the failure to be qualified as a fiduciary in any state where such qualification may ultimately be required will not materially and adversely affect the holders of any series of securities. However, no assurance can be given in this regard.

Structural Considerations

Unlike many structured financings in which the holders of the securities have a direct ownership interest or a perfected security interest in the underlying assets being securitized, the Issuing Entity for each series of securities will not directly own the Exchange Note assets. Instead, the Titling Trust will own the Titling Trust assets, and the Titling Trustee will take actions with respect thereto in the name of the Titling Trust on behalf of and as directed by the beneficiaries of the Titling Trust (i.e., the holders of the Closed-End Collateral Specified Interest and the other specified interests in the Titling Trust). The primary asset of the Issuing Entity will be an Exchange Note secured by and principally paid from the related reference pool within the Closed-End Collateral Specified Interest. The Indenture Trustee for that series of securities will take action with respect thereto in the name of the Issuing Entity and on behalf of the related Noteholders. A security interest in the Exchange Note assets, rather than direct legal ownership, is transferred under this structure in order to avoid the administrative difficulty and expense of retitling the leased vehicles in the name of the transferee. The Servicer and/or the Titling Trustee will segregate the Exchange Note assets allocated to a series of securities from the other Titling Trust assets on the books and records each maintains for these assets. Neither the Servicer nor any holders of Other Reference Pools, the Warehouse Facility Pool or any unencumbered pools of the Titling Trust will have rights in such Exchange Note assets, and payments made on any Titling Trust assets other than those Exchange Note assets generally will not be available to make payments on the related series of securities or to cover expenses of the Titling Trust allocable to such Exchange Note assets.

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Allocation of Titling Trust Liabilities

The assets of the Titling Trust are divided into several portfolios of specified interests. Currently there are two specified interests: the Closed-End Collateral Specified Interest and the Open-End Collateral Specified Interest. The Closed-End Collateral Specified Interest is further subdivided into one or more reference pools, the Warehouse Facility Pool and one or more unencumbered pools of the Titling Trust. The Units allocated to the Closed-End Collateral Specified Interest and not allocated to a reference pool or an unencumbered pool of the Titling Trust shall be included in the Warehouse Facility Pool. The Titling Trust Documents permit the Titling Trust, in the course of its activities, to incur other debts or liabilities such as Titling Trustee fees or bank account maintenance expenses. The Titling Trust may also become subject to involuntary liabilities such as judgment, tax or ERISA liens. Under the Titling Trust Documents, these sorts of claims and liabilities will be allocated to the specified interest or Asset Pool to which they relate. If a particular liability relates to more than one specified interest or Asset Pool, it will be allocated among all those specified interests and Asset Pools ratably. However, certain creditors, such as judgment creditors or taxing authorities, may not be bound by this allocation. As a result, it is possible that a particular specified interest or Asset Pool might bear a disproportionate share of those liabilities if the assets of another specified interest or Asset Pool are insufficient to absorb its ratable share of the liabilities.

The Issuing Entity and the Indenture Trustee will not have a direct ownership interest in the Exchange Note assets. As discussed in “Additional Legal Aspects of the Leases and the Leased Vehicles—Security Interests,” however, the Closed-End Collateral Agent will have a perfected security interest in the related Units that will be senior in priority to the interests in those leases and leased vehicles of the PBGC or judgment lien creditors. Certain liens, however, will generally take priority over the interests of the Indenture Trustee in the Exchange Note assets. Potentially material examples of such claims could include:

· tax liens arising against the Depositor, World Omni, the Titling Trust, the Initial Beneficiary or the Issuing Entity; and

· liens arising under various federal and state criminal statutes.

For a discussion of the release of security interest held by the Closed-End Collateral Agent, see “The Servicer, Sponsor and Administrator —Like Kind Exchange Program.”

Insolvency Related Matters

As described under “Certain Provisions of the Titling Trust Documents and Related Agreements—Closed-end Collateral Specified Interest, Reference Pools and Exchange Notes” and “The Exchange Note,” each holder or pledgee of a specified interest certificate (other than the Closed-End Collateral Specified Interest) and each holder or pledgee of any Other Exchange Note will be required to expressly disclaim any interest in the Titling Trust assets allocated to a reference pool with respect to a series of securities and to fully subordinate any claims to such Titling Trust assets in the event that disclaimer is not given effect. Although no assurances can be given, the Depositor believes that in the event of a bankruptcy of World Omni or the Initial Beneficiary, the Exchange Note assets allocated to a series of securities would not be treated as part of World Omni’s or the Initial Beneficiary’s bankruptcy estate and that, even if they were so treated, the subordination by holders and pledgees of the Open-End Collateral Specified Interest, the Open-End Collateral Specified Interest certificate, any other specified interests, the Warehouse Facility Pool, any unencumbered pool of the Titling Trust, any Other Reference Pools, or Exchange Notes, should be enforceable. In addition, steps have been taken to structure the transactions contemplated hereby that are intended to make it unlikely that the voluntary or involuntary application for relief by World Omni or the Initial Beneficiary under any Insolvency Laws will result in consolidation of the assets and liabilities of the Titling Trust, the Depositor or the Issuing Entity with those of World Omni or the Initial Beneficiary. With respect to the Titling Trust, these steps include its creation as a separate, special-purpose Delaware statutory trust of which the Initial Beneficiary is the sole beneficiary, pursuant to a Titling Trust Agreement containing certain limitations (including restrictions on the nature of its business and on its ability to commence a voluntary case or proceeding under any insolvency law). With respect to the Depositor, these steps include its creation as a separate, special-purpose limited liability company of which Auto Lease Finance LLC is the sole equity member, pursuant to a limited liability agreement containing certain limitations, including the requirement that the Depositor must have at all times at least two independent directors, and restrictions on the nature of its businesses and operations and on its ability to commence a voluntary case or proceeding under any insolvency law without the unanimous affirmative vote of the member and all directors, including each independent director.

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However, delays in payments on a series of securities and possible reductions in the amount of such payments could occur if:

· a court were to conclude that the assets and liabilities of the Titling Trust, the Depositor or the Issuing Entity should be consolidated with those of World Omni or the Initial Beneficiary in the event of the application of applicable Insolvency Laws to World Omni or the Initial Beneficiary,

· a filing were to be made under any insolvency law by or against the Titling Trust, the Depositor or the Issuing Entity, or

· an attempt were to be made to litigate any of the foregoing issues.

If a court were to conclude that the transfer of an Exchange Note from the Initial Beneficiary to the Depositor was not a true sale, or that the Depositor should be treated as the same entity as the Initial Beneficiary for bankruptcy purposes, any of the following could delay or prevent payments on the related series of securities:

· the automatic stay, which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the United States Bankruptcy Code that permit substitution of collateral in certain circumstances,

· certain tax or government liens on the Initial Beneficiary’s property (that arose prior to the transfer of an Exchange Note to the Depositor) having a prior claim on collections on a reference pool before the collections are used to make payments on the securities, or

· the Depositor not having a perfected security interest in the Exchange Note or any related cash collections held by the Initial Beneficiary at the time that the Initial Beneficiary becomes the subject of a bankruptcy proceeding.

In an insolvency proceeding of World Omni, (1) payments made by World Omni on certain insurance policies required to be obtained and maintained by lessees pursuant to the leases, (2) deposits made by World Omni into the Exchange Note Collection Account in lieu of Relinquished Vehicle proceeds with respect to the LKE program, and (3) payments made by World Omni to the Depositor may be recoverable by World Omni as debtor–in–possession or by a creditor or a trustee in bankruptcy of World Omni as a preferential transfer from World Omni if those payments were made within ninety days prior to the filing of a bankruptcy case in respect of World Omni or one year with respect to transfers to affiliates. In addition, the insolvency of World Omni could result in the replacement of World Omni as Servicer, which could in turn result in a temporary interruption of payments on any series of securities. See “Risk Factors— A Bankruptcy of the Depositor, Auto Lease Finance LLC, the Servicer or the Titling Trust Could Delay or Limit Payments To You” and “—Adverse Events With Respect To World Omni, Its Affiliates or Third Party Providers To Whom World Omni Outsources Its Activities May Affect the Timing of Payments On Your Notes or Have Other Adverse Effects On Your Notes.”

On the Closing Date, Kirkland & Ellis LLP, special insolvency counsel to the Depositor, will deliver an opinion based on a reasoned analysis of analogous case law (although there is no precedent based on directly similar facts) to the effect that, subject to certain facts, assumptions and qualifications specified therein, under present reported decisional authority and statutes applicable to federal bankruptcy cases, if the Initial Beneficiary were to become a debtor in a case under the Bankruptcy Code, if properly litigated, a bankruptcy court properly applying current law after analyzing the facts would not disregard the limited liability company form of the Initial Beneficiary or the separateness of the Initial Beneficiary, from the Depositor so as to substantively consolidate the assets and liabilities of the Depositor with the assets and liabilities of the Initial Beneficiary. Among other things, such opinion will assume that the Depositor will follow certain procedures in the conduct of its affairs, including maintaining separate records and books of account from those of the Initial Beneficiary, not commingling its assets with those of the Initial Beneficiary, doing business in a separate office from the Initial Beneficiary and not holding itself out as having agreed to pay, or being liable for, the debts of the Initial Beneficiary. In addition, such opinion will assume that except as expressly provided by the Titling Trust Documents (each of which contains terms and conditions consistent with those that would be arrived at on an arm’s length basis between unaffiliated entities in the belief of the parties thereto), the Initial Beneficiary generally will not guarantee the obligations of the Depositor to third parties, and will not conduct the day-to-day business or activities of any thereof. Each of the Initial Beneficiary and the Depositor intends to follow and has represented that it will follow these and other procedures related to maintaining the separate identities and legal existences of each of the Initial Beneficiary and the Depositor. Such a legal opinion, however, will not be binding on any court.

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On the Closing Date, Dechert LLP, special insolvency counsel to the Titling Trust, will deliver an opinion based on a reasoned analysis of analogous case law (although there is no precedent based on directly similar facts) to the effect that, subject to certain facts, assumptions and qualifications specified therein, under present reported decisional authority and statutes applicable to federal bankruptcy cases, if World Omni were to become a debtor in a case under the Bankruptcy Code, if properly litigated, a bankruptcy court properly applying current law after analyzing the facts would not disregard the corporate form of World Omni or the separateness of World Omni, from the Titling Trust or the Initial Beneficiary so as to substantively consolidate the assets and liabilities of the Titling Trust or the Initial Beneficiary with the assets and liabilities of World Omni. Among other things, such opinion will assume that each of the Titling Trust (or the Titling Trustee when acting on its behalf) and the Initial Beneficiary will follow certain procedures in the conduct of its affairs, including maintaining separate records and books of account from those of World Omni, not commingling its respective assets with those of World Omni and not holding itself out as having agreed to pay, or being liable for, the debts of World Omni. In addition, such opinion will assume that except as expressly provided by the Titling Trust Documents and the Servicing Agreement (each of which contains terms and conditions consistent with those that would be arrived at on an arm’s length basis between unaffiliated entities in the belief of the parties thereto), World Omni generally will not guarantee the obligations of the Titling Trust or the Initial Beneficiary to third parties, and will not conduct the day-to-day business or activities of any thereof, other than in World Omni’s capacity as Servicer acting under and in accordance with the Servicing Agreement or in World Omni’s capacity as Titling Trust Administrator under the Titling Trust administration agreement. Each of World Omni, the Titling Trust and the Initial Beneficiary intends to follow and has represented that it will follow these and other procedures related to maintaining the separate identities and legal existences of each of World Omni, the Titling Trust and the Initial Beneficiary. Such a legal opinion, however, will not be binding on any court.

If a case or proceeding under any insolvency law were to be commenced by or against World Omni or the Initial Beneficiary, and a court were to order the substantive consolidation of the assets and liabilities of any of such entities with those of the Titling Trust, the Depositor or the Issuing Entity or if an attempt were made to litigate any of the foregoing issues, delays in distributions on the Exchange Note (and possible reductions in the amount of such distributions) to the Issuing Entity, and therefore to the Noteholders and the Certificateholders of the related series, could occur.

The Initial Beneficiary will treat its conveyance of each Exchange Note to the Depositor as an absolute sale, transfer and assignment of all of its interest therein for all purposes. However, if a case or proceeding under any insolvency law were commenced by or against the Initial Beneficiary, and the Initial Beneficiary as debtor–in– possession or a creditor, receiver or bankruptcy trustee of the Initial Beneficiary were to take the position that the sale, transfer and assignment of each Exchange Note by the Initial Beneficiary to the Depositor should instead be treated as a pledge of that Exchange Note to secure a borrowing by the Initial Beneficiary, delays in payments of proceeds of that Exchange Note to the Issuing Entity, and therefore to the related Noteholders, could occur or (should the court rule in favor of such position) reductions in the amount of such payments could result. On the Closing Date, Kirkland & Ellis LLP, special insolvency counsel to the Depositor, will deliver an opinion to the effect that, subject to certain facts, assumptions and qualifications specified therein, if the Initial Beneficiary were to become a debtor in a case under the Bankruptcy Code subsequent to the sale, transfer and assignment of the Exchange Note to the Depositor, the sale, transfer and assignment of that Exchange Note from the Initial Beneficiary to the Depositor would be characterized as a true sale, transfer and assignment, and that Exchange Note and the proceeds thereof would not be property of the Initial Beneficiary’s bankruptcy estate. As indicated above, however, such a legal opinion is not binding on any court.

As a precautionary measure, the Depositor will take the actions requisite to obtaining a security interest in each Exchange Note allocated to a series of securities as against the Initial Beneficiary, which the Depositor will assign to the Issuing Entity and the Issuing Entity will assign to the Indenture Trustee. The Indenture Trustee will perfect its security interest in that Exchange Note, which will be a “certificated security” under the UCC, by possession. Accordingly, if the conveyance of that Exchange Note by the Initial Beneficiary to the Depositor were not respected as an absolute sale, transfer and assignment, the Depositor (and ultimately the Issuing Entity and the Indenture Trustee as successors in interest) should be treated as a secured creditor of the Initial Beneficiary, although a case or proceeding under any insolvency law with respect to the Initial Beneficiary could result in delays or reductions in distributions on that Exchange Note as indicated above, notwithstanding such perfected security interest.

If the Servicer were to become subject to a case under the Bankruptcy Code, certain payments made within one year of the commencement of such case (including repurchase payments) may be recoverable by the Servicer as

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debtor-in-possession or by a creditor or a trustee-in-bankruptcy as a preferential transfer from the Servicer. See “Risk Factors— A Bankruptcy of the Depositor, Auto Lease Finance LLC, the Servicer or the Titling Trust Could Delay or Limit Payments To You.”

Dodd-Frank Act Orderly Liquidation Authority Provisions

General. On July 21, 2010, President Obama signed into law the Dodd-Frank Act. The Dodd-Frank Act, among other things, gives the FDIC authority to act as receiver of certain bank holding companies, financial companies and their respective subsidiaries in specific situations under OLA provisions of the Dodd-Frank Act. The proceedings, standards, powers of the receiver and many substantive provisions of OLA differ from those of the United States Bankruptcy Code in several respects. In addition, because the legislation remains subject to clarification through further FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear what impact these provisions will have on any particular company, including World Omni, the Initial Beneficiary, the Titling Trust, the Depositor, any Issuing Entity or any of their respective creditors.

Potential Applicability to World Omni, the Initial Beneficiary, the Titling Trust, the Depositor and Issuing Entities. There is uncertainty about which companies will be subject to OLA rather than the United States Bankruptcy Code. For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that such company is in default or in danger of default, that the company’s failure and its resolution under the United States Bankruptcy Code “would have serious adverse effects on financial stability in the United States,” that no viable private sector alternative is available to prevent the default of the company and an OLA proceeding would mitigate these adverse effects.

Under certain circumstances, the Issuing Entity, the Depositor or the Initial Beneficiary could also be subject to the provisions of OLA as a “covered subsidiary” of World Omni. For the Issuing Entity, the Depositor or the Initial Beneficiary to be subject to receivership under OLA as a “covered subsidiary” of World Omni (1) the FDIC would have to be appointed as receiver for World Omni under OLA as described above, and (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) such Issuing Entity, the Depositor or the Initial Beneficiary, as applicable, is in default or in danger of default, (b) appointment of the FDIC as receiver of the covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States and (c) such appointment would facilitate the orderly liquidation of World Omni. If the FDIC is appointed as receiver for World Omni under OLA and the Issuing Entity, the Depositor, the Titling Trust or the Initial Beneficiary were to be considered a covered subsidiary under OLA, the FDIC will have all the powers and rights with regards to the covered subsidiary that it has with regard to a covered financial company under OLA. Because of the novelty of the Dodd-Frank Act and OLA provisions, the uncertainty of the Secretary of the Treasury’s determination and the fact that such determination would be made in the future under potentially different circumstances, no assurance can be given that the Secretary of the Treasury would not determine that the failure of World Omni would have serious adverse effects on the financial stability in the United States. In addition no assurance can be given that OLA provisions would not apply to World Omni F, a particular Issuing Entity, the Depositor or the Initial Beneficiary or, if it were to apply, that the timing and amounts of payments to the related series of securityholders would not be less favorable than under the United States Bankruptcy Code.

FDIC’s Repudiation Power Under OLA. If the FDIC were appointed receiver of World Omni or of a covered subsidiary, including the Issuing Entity, the Depositor or the Initial Beneficiary, under OLA, the FDIC would have various powers under OLA, including the power to repudiate any contract to which World Omni or such covered subsidiary was a party, if the FDIC determined that performance of the contract was burdensome to the estate and that repudiation would promote the orderly administration of World Omni’s or such covered subsidiary’s affairs, as applicable. In January 2011, the then acting General Counsel of the FDIC (the “FDIC Counsel”) issued an advisory opinion confirming, among other things, its intended application of the FDIC’s repudiation power under OLA. In that advisory opinion, the FDIC Counsel stated that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law. As a result, the FDIC Counsel was of the opinion that the FDIC as receiver for a covered financial company, which could include World Omni or its subsidiaries (including, the Depositor, the Initial Beneficiary or the Issuing Entity), cannot repudiate a contract or lease unless it has been appointed as receiver for that entity or the separate existence of that entity may be disregarded under other applicable law. In addition, the FDIC Counsel was of the opinion that until such time as the FDIC Board of Directors adopts a regulation further addressing the application of Section 210(c) of the Dodd-Frank Act, if the FDIC were to become receiver for a covered financial company, which could include World Omni or its subsidiaries (including, the Depositor, the Initial Beneficiary or the Issuing Entity), the FDIC will not, in the

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exercise of its authority under Section 210(c) of the Dodd-Frank Act, reclaim, recover, or recharacterize as property of that covered financial company or the receivership any asset transferred by that covered financial company prior to the end of the applicable transition period of a regulation provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that covered financial company under the United States Bankruptcy Code. Although this advisory opinion does not bind the FDIC or its Board of Directors, and could be modified or withdrawn in the future, the advisory opinion also states that the FDIC Counsel will recommend that the FDIC Board of Directors incorporates a transition period of 90 days for any provisions in any further regulations affecting the statutory power to disaffirm or repudiate contracts. As a result, the foregoing FDIC Counsel’s interpretation currently remains in effect. The advisory opinion also states that the FDIC anticipates recommending consideration of future regulations related to the Dodd-Frank Act. To the extent any future regulations or subsequent FDIC actions in an OLA proceeding involving World Omni or its subsidiaries (including, the Depositor, the Initial Beneficiary or your Issuing Entity), are contrary to this advisory opinion, payment or distributions of principal and interest on the securities issued by the Issuing Entity would be delayed and could be reduced.

We will structure the transfers of the Exchange Notes under each Exchange Note Sale Agreement and the Exchange Note Transfer Agreement with the intent that they would be characterized as legal true sales under applicable state law and that the Exchange Note would not be included in the transferor’s bankruptcy estate under the United States Bankruptcy Code. If the transfers are so characterized, based on the FDIC Counsel’s advisory opinion rendered in January 2011 and other applicable law, the FDIC would not be able to recover the transferred Exchange Notes using its repudiation power. However, if the FDIC were to successfully assert that the transfers of the Exchange Note were not legal true sales and should instead be characterized as a security interest to secure loans, and if the FDIC repudiated those loans, the purchasers of the Exchange Note or the securityholders, as applicable, would have a claim for their “actual direct compensatory damages,” which claim would be no less than the amount lent plus interest accrued to the date the FDIC was appointed receiver. In addition, to the extent that the value of the collateral securing the loan exceeds such amount, the purchaser or the securityholders, as applicable, would also have a claim for any interest that accrued after such appointment at least through the date of repudiation or disaffirmance. In addition, even if the FDIC were to challenge that the transfers were not legal true sales and such challenge were unsuccessful, or that the FDIC would not repudiate a legal true sale, securityholders could suffer delays in the payments on their securities.

Also assuming that the FDIC were appointed receiver of World Omni or of a covered subsidiary, including the Issuing Entity, the Depositor or the Initial Beneficiary, under OLA, the FDIC’s repudiation power would extend to continuing obligations of World Omni or that covered subsidiary, as applicable, including its obligations to repurchase Units in the related reference pool for the Exchange Note for breach of representation or warranty as well as its obligation to service the Units. If the FDIC were to exercise this repudiation power, securityholders would not be able to compel World Omni or any applicable covered subsidiary to repurchase Units for breach of representation and warranty and instead would have a claim for damages against World Omni’s or that covered subsidiary’s receivership estate, as applicable, and thus would suffer delays and may suffer losses of payments on their securities. Securityholders would also be prevented from replacing the Servicer during the stay. In addition, if the FDIC were to repudiate World Omni’s obligations as Servicer, there may be disruptions in servicing as a result of a transfer of servicing to a third party and securityholders may suffer delays or losses of payments on their securities. In addition, there are other statutory provisions enforceable by the FDIC under which, if the FDIC takes action, payments or distributions of principal and interest on the securities issued by the Issuing Entity would be delayed and may be reduced.

In addition, under OLA, none of the parties to the Exchange Note Transfer Agreement, Exchange Note Sale Agreement, Base Servicing Agreement, Servicing Supplement, the Administration Agreement and the Indenture could exercise any right or power to terminate, accelerate, or declare a default under those contracts, or otherwise affect World Omni’s or a covered subsidiary’s rights under those contracts without the FDIC’s consent for 90 days after the receiver is appointed. During the same period, the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over any property of World Omni or of a covered subsidiary. The requirement to obtain the FDIC’s consent before taking these actions relating to a covered financial company’s or covered subsidiary’s contracts or property is comparable to the “automatic stay” in bankruptcy.

If the Issuing Entity were to become subject to OLA, the FDIC may repudiate the debt of such Issuing Entity. In such an event, the related series of securityholders would have a secured claim in the receivership of such Issuing Entity for “actual direct compensatory damages” as described above, but delays in payments on such series of securities would occur and possible reductions in the amount of those payments could occur. In addition, for a

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period of 90 days after a receiver was appointed, securityholders would be stayed from accelerating the debt or exercising any remedies under the Indenture.

FDIC’s Avoidance Power Under OLA. Under statutory provisions of OLA similar to those of the United States Bankruptcy Code, the FDIC could avoid transfers of leases that are deemed “preferential.” Under one potential interpretation of these provisions, the FDIC could avoid as a preference transfers of leases evidenced by certain written contracts and perfected by the filing of a UCC financing statement against the Titling Trust unless the contracts were physically delivered to the transferee or its custodian or were marked in a manner legally sufficient to indicate the rights of the Closed-End Collateral Agent. If a transfer of leases were avoided as preferential, the transferee would have only an unsecured claim in the receivership for the purchase price of the leases.

However, in December 2010, the FDIC Counsel issued an advisory opinion to the effect that the preference provisions of OLA should be interpreted in a manner consistent with the United States Bankruptcy Code. Based on the FDIC Counsel’s interpretation of the preference provisions of OLA, a transfer of leases perfected by the filing of a UCC financing statement against the Titling Trust as provided in the Collateral Agency Agreement would not be avoidable by the FDIC as a preference under OLA. Although the advisory opinion does not bind the FDIC or its Board of Directors and could be withdrawn or modified in the future, the advisory opinion also states that the FDIC Counsel will recommend that the FDIC Board of Directors adopt regulations to the same effect. On July 6, 2011, the Board of Directors of the FDIC adopted a final rule to further clarify the application of OLA, including clarification that the preferential transfer provisions of the Dodd-Frank Act are to be implemented consistently with the corresponding provisions of the United States Bankruptcy Code. The final rule conforms to the interpretation provided by the advisory opinion of the FDIC Counsel, except that the FDIC did not address repudiation issues. To the extent that regulations adopted by the FDIC or subsequent FDIC actions in an OLA proceeding are contrary to the advisory opinion or the final rule, payments or distributions of principal of and interest on the securities issued by your Issuing Entity could be delayed or reduced.

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ADDITIONAL LEGAL ASPECTS OF THE LEASES AND THE LEASED VEHICLES

Security Interests

The leases are “tangible chattel paper” as defined in the UCC. Pursuant to the Delaware UCC, a non-possessory security interest in or transfer of chattel paper in favor of the Closed-End Collateral Agent may be perfected by filing a UCC-1 financing statement with the appropriate state authorities in the jurisdiction of formation of the Closed-End Collateral Agent (i.e., the Delaware Secretary of State). On or prior to the Closing Date, “protective” UCC-1 financing statements will be filed in Delaware to effect this perfection. The security interest that the Closed-End Collateral Agent has in the related leases could be subordinate to the interest of certain other parties who take possession of those leases before the filings described above have been completed. Specifically, the Closed-End Collateral Agent’s security interest in the related lease could be subordinate to the rights of a purchaser of such lease who takes possession of the lease without knowledge or actual notice of the Closed-End Collateral Agent’s security interest. The leases will not be stamped to reflect the foregoing security arrangements.

Title to the leased vehicles is held by the Titling Trust. Under the Pledge and Security Agreement, the Titling Trust has granted a security interest in and to certain assets, including the leases and the related leased vehicles, to the Closed-End Collateral Agent to secure the Titling Trust’s obligations under the warehouse loan facilities and the Exchange Notes issued by the Titling Trust from time to time. Under the UCC, the filing of a financing statement is not effective to perfect a security interest in property subject to certificate of title statutes covering motor vehicles, unless the motor vehicles are considered to be inventory held for sale or lease by a debtor or leased by the debtor as lessor and the debtor is in the business of selling or leasing goods of that kind. The Closed-End Collateral Agent, as lienholder, perfects its security interest in the leased vehicle by being designated as the first lienholder on the certificate of title of each leased vehicle.

ERISA Liens and Vicarious Tort Liability

Liens in favor of the PBGC and prior to the security interest of the Closed-End Collateral Agent and Indenture Trustee could attach to the Exchange Note assets if the Closed-End Collateral Agent did not have a prior perfected lien on the Units and could be used to satisfy unfunded pension obligations of any member of a controlled group that includes World Omni and its affiliates under its defined benefit pension plans. In addition, some states allow a party that incurs an injury involving a vehicle to recover damages from the owner of the vehicle merely because of that ownership. See “Additional Legal Aspects of the Leases and Leased Vehicles—Vicarious Tort Liability” in this prospectus. The Titling Trust may be subject to these lawsuits as owner of the Titling Trust assets. However, the Closed-End Collateral Agent will have a perfected security interest in the Units and in the Exchange Note assets that will be senior in priority to the interests in those leases and leased vehicles of the PBGC or judgment lien creditors.

Limitations on Collateral Agent’s and Indenture Trustee’s Lien

Various liens such as those discussed under “Additional Legal Aspects of the Titling Trust and the Exchange Note—Allocation of Titling Trust Liabilities” could be imposed upon all or part of the Units allocated to an Exchange Note (including the related leased vehicles), that would, by operation of law, take priority over the Closed-End Collateral Agent’s interest therein. For a discussion of the risks associated with third-party liens on Units allocated to a series of securities, see “Risk Factors—You May Suffer Losses On Your Investment Because the Indenture Trustee Lacks Direct Ownership Interests or Perfected Security Interests In the Leased Vehicles and Interests Of Other Persons In the Leases and the Leased Vehicles Could Be Superior To The Collateral Agent’s Interest.” Additionally, any perfected security interest of the Indenture Trustee in all or part of the property of the Issuing Entity could also be subordinate to claims of any trustee in bankruptcy or debtor-in-possession in the event of a bankruptcy of the Depositor prior to any perfection of the transfer of the Exchange Note transferred by the Depositor to the Issuing Entity pursuant to the Exchange Note Transfer Agreement. Additionally, any perfected security interest of the Indenture Trustee in all or part of the property of the Issuing Entity could also be subordinate to claims of any trustee in bankruptcy or debtor-in-possession in the event of a bankruptcy of the Depositor prior to any perfection of the transfer of the assets transferred by the Depositor to the Issuing Entity pursuant to the transfer and Servicing Agreement. See “Risk Factors— A Bankruptcy of the Depositor, Auto Lease Finance LLC, the Servicer or the Titling Trust Could Delay or Limit Payments To You.”

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Vicarious Tort Liability

Although the Titling Trust will own the leased vehicles allocated to the Reference Pool and the Closed-End Collateral Agent on behalf of the Issuing Entity will have a perfected security interest therein, the related lessees and their respective invitees will operate the leased vehicles. State laws differ as to whether anyone suffering injury to person or property involving a leased vehicle may bring or recover damages in an action against the owner of the vehicle merely by virtue of that ownership. To the extent that applicable state law permits such an action and is not preempted by the Transportation Act, the Titling Trust and the Titling Trust assets may be subject to liability to such an injured party. However, the laws of many states either (i) do not permit these types of suits, or (ii) cap the lessor’s liability at the amount of any liability insurance that the lessee was required to, but failed to, maintain (except for some states, such as New York, where liability is joint and several). Furthermore, the Transportation Act provides that an owner of a motor vehicle that rents or leases the vehicle to a person shall not be liable under the law of a state or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation, or possession of the vehicle during the period of the rental or lease, if (i) the owner (or an affiliate of the owner) is engaged in the trade or business of renting or leasing motor vehicles; and (ii) there is no negligence or criminal wrongdoing on the part of the owner (or an affiliate of the owner). The Transportation Act is intended to preempt state and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased and should reduce the likelihood of vicarious liability being imposed on the Titling Trust.

For example, under the California Vehicle Code, the owner of a motor vehicle subject to a lease is responsible for injuries to persons or property resulting from the negligent or wrongful operation of the leased vehicle by any person using the vehicle with the owner’s permission. The owner’s liability for personal injuries is limited to $15,000 per person and $30,000 in total per accident and the owner’s liability for property damage is limited to $5,000 per accident. However, recourse for any judgment arising out of the operation of the leased vehicle must first be had against the operator’s property if the operator is within the jurisdiction of the court.

In contrast to California and many other states, in New York, the holder of title of a motor vehicle, including any Titling Trust as lessor, may be considered an “owner” and thus may be held jointly and severally liable with the lessee for the negligent use or operation of such motor vehicle. The Transportation Act appears to limit the applicability of that New York law, although one New York lower court reached a contrary conclusion regarding the applicability of the Transportation Act in New York. A New York appellate court has subsequently upheld the constitutionality of the Transportation Act. However, other courts in other jurisdictions considering the same issues could reach a different result.

Repossession of Leased Vehicles

If a default by a lessee has not been cured within some period of time after the payment due date as determined by the Servicer in accordance with its guidelines for collection on leases and repossession of leased vehicles, the Servicer will ordinarily attempt to retake possession of the related leased vehicle. Some jurisdictions limit the methods of vehicle recovery to judicial foreclosure or require that the lessee be notified of the default and be given a time period within which to cure the default prior to repossession. Other jurisdictions permit repossession without notice (although in some states a course of conduct in which the lessor has accepted late payments has been held to create a right of the lessee to receive prior notice), but only if the repossession can be accomplished peacefully. If a breach of the peace is unavoidable, the lessor must seek a writ of possession in a state court action or pursue other judicial action to repossess the leased vehicle.

After the Servicer has repossessed a leased vehicle, the Servicer may, to the extent required by applicable law, provide the lessee with a period of time within which to reinstate the lease by paying all amounts due under the lease and all fees and expenses incurred by the Servicer in connection with collection and repossession. If by the end of such period the lessee has not reinstated the lease, the Servicer will attempt to sell the leased vehicle. The net Liquidation Proceeds therefrom may be less than the remaining amounts due under the lease at the time of default by the lessee.

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Deficiency Judgments

The Servicer will generally apply the proceeds of sale of a leased vehicle first to the expenses of resale and repossession and then to the satisfaction of the amounts due under the related lease. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale of a leased vehicle do not cover the full amounts due under the related lease, a deficiency judgment can be sought in those states that do not directly prohibit or limit such judgments. However, in some states, a lessee may be allowed an offsetting recovery for any amount not recovered at resale because the terms of the resale were not commercially reasonable. In any event, a deficiency judgment would be a personal judgment against the lessee for the shortfall, and a defaulting lessee would be expected to have little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment. Even if a deficiency judgment is obtained, it may be settled at a significant discount or may prove impossible to collect all or any portion of a judgment.

Courts have applied general equitable principles in litigation relating to repossession and deficiency balances. These equitable principles may have the effect of relieving a lessee from some or all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of lessors violate the due process protection provided under the Fourteenth Amendment to the Constitution of the United States. Courts have generally found that repossession and resale by a lessor do not involve sufficient state action to afford constitutional protection to consumers.

Consumer Protection Law

Numerous federal and state consumer protection laws impose requirements upon lessors and Servicers involved in consumer leasing. The federal Consumer Leasing Act of 1976 and Regulation M, for example, require that a number of disclosures be made at the time a vehicle is leased, including:

· the amount and type of all payments due at the time of origination of the lease,

· a description of the lessee’s liability at the end of the lease term,

· the amount of any periodic payments and manner of their calculation,

· the circumstances under which the lessee may terminate the lease prior to the end of the lease term,

· the capitalized cost of the vehicle and

· a warning regarding possible charges for early termination.

All states, except for the State of Louisiana, have adopted Article 2A of the UCC which provides protection to lessees through specified implied warranties and the right to cancel a lease relating to defective goods. Additionally, certain states such as California have enacted comprehensive vehicle leasing statutes that, among other things, regulate the disclosures to be made at the time a vehicle is leased. The various federal and state consumer protection laws would apply to the Titling Trust as owner or lessor of the leases and may also apply to the Issuing Entity of a series as holder of the Exchange Note. The failure to comply with these consumer protection laws may give rise to liabilities on the part of the Servicer, the Titling Trust and the Titling Trustee, including liabilities for statutory damages and attorneys’ fees. In addition, claims by the Servicer, the Titling Trust and the Titling Trustee may be subject to set-off as a result of any noncompliance.

Many states have adopted laws (each, a “Lemon Law”) providing redress to consumers who purchase or lease a vehicle that remains out of conformance with its manufacturer’s warranty after a specified number of attempts to correct a problem or after a specific time period. Should any leased vehicle become subject to a Lemon Law, a lessee could compel the Titling Trust to terminate the related lease and refund all or a portion of payments that previously have been paid with respect to that lease. Although the Titling Trust may be able to assert a claim against the manufacturer of any such defective leased vehicle, there can be no assurance any such claim would be successful. To the extent a lessee is able to compel the Titling Trust to terminate the related lease, the lease will be deemed to be a liquidated lease and amounts received thereafter on or in respect of such lease will constitute Liquidation Proceeds. As described under “The Leases—Representations and Warranties Relating to the Units,” Auto Lease Finance LLC will represent and warrant to the Depositor as of the Actual Cutoff Date that the related Units comply with all applicable laws, including Lemon Laws, in all material respects. Nevertheless, there can be no

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assurance that one or more leased vehicles will not become subject to return (and the related lease terminated) in the future under a Lemon Law.

The SCRA and similar laws of many states may provide relief to members of the armed services, including members of the Army, Navy, Air Force, Marines, National Guard, Reservists, Coast Guard and officers of the National Oceanic and Atmospheric Administration and officers of the U.S. Public Health Service assigned to duty with the military, on active duty, who have entered into an obligation, such as a lease contract for a lease of a vehicle, before entering into military service and provide that under some circumstances the lessor may not terminate the lease contract for breach of the terms of the contract, including nonpayment. Furthermore, under the SCRA, a lessee may terminate a lease of a vehicle at any time after the lessee’s entry into military service or the date of the lessee’s military orders (as described below) if (i) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days (or who enters military service under a call or order specifying a period of 180 days or less and who, without a break in service, receives orders extending the period of military service to a period of not less than 180 days); or (ii) the lessee, while in military service, executes a lease of a vehicle and thereafter receives military orders (a) for a change of permanent station from a location in the continental United States to a location outside the continental United States, or (b) for a change of permanent station from a location in a State outside the continental United States to a location outside that State, or (c) to deploy with a military unit, or as an individual in support of a military operation, for a period of not less than 180 days. No Early Termination Charge may be imposed on the lessee for such termination. No information can be provided as to the number of leases that may be affected by these laws. In addition, current military operations of the United States, including military operations in the Middle East, have persons in reserve status who have been called or will be called to active duty. In addition, these laws may impose limitations that would impair the ability of the Servicer to repossess a vehicle under a Defaulted Lease during the lessee’s period of active duty status. Thus, if a lease goes into default, there may be delays and losses occasioned by the inability to exercise the rights of the Titling Trust with respect to the lease and the related leased vehicle in a timely fashion. If a lessee’s obligations to make payments is reduced, adjusted or extended, the Servicer will not be required to advance such amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the Notes and Certificates.

The Servicer will make representations and warranties in the Servicing Agreement that, as to each lease and the related leased vehicle as of the relevant vehicle representation date, the Servicer has satisfied, or has directed the related dealer to satisfy, the provisions of the Servicing Agreement with respect to such lease and the application for the related certificate of title. If any such representation and warranty proves to be incorrect with respect to any lease, has certain material adverse effects and is not timely cured, the Servicer will be required under the Servicing Agreement to deposit an amount equal to the repurchase payment in respect of the lease and the related leased vehicle into the Exchange Note Collection Account unless the breach is cured in all material respects. See “The Leases—Representations and Warranties Relating to the Units—Representations, Warranties and Covenants” for further information regarding the foregoing representations and warranties and the Servicer’s obligations with respect thereto.

Other Limitations

In addition to laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including applicable Insolvency Laws, may interfere with or affect the ability of the Servicer to enforce the rights of the Titling Trust under the leases. For example, if a lessee commences bankruptcy proceedings, the receipt of that lessee’s payments due under the related lease is likely to be delayed. In addition, a lessee who commences bankruptcy proceedings might be able to assign the lease to another party even though that lease prohibits assignment.

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MATERIAL FEDERAL INCOME TAX CONSEQUENCES

Set forth below is a summary of material United States federal income tax considerations relevant to the beneficial owner of a Note [(other than any Class [ ] Notes that are retained by the Depositor or one or more affiliates thereof)] that holds the Note as a capital asset and, unless otherwise indicated below, is a U.S. Person (as defined in this prospectus). This summary does not address special tax rules which may apply to certain types of investors, and investors that hold Notes as part of an integrated investment. The summary does not purport to deal with federal income tax consequences applicable to all categories of holders, some of which may be subject to special rules. For example, it does not discuss the tax treatment of Noteholders that are insurance companies, regulated investment companies or dealers in securities. Except as described below, this discussion is directed to prospective purchasers who purchase Notes in the initial distribution and who hold the Notes as “capital assets” within the meaning of Section 1221 of the Code. The authorities on which we based this discussion are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. This discussion reflects the applicable provisions of the Code of 1986, as well as regulations promulgated by the U.S. Department of the Treasury. The discussion under the heading “Material Federal Income Tax Consequences” may not address all tax considerations that may be significant to you. You are encouraged to consult your own tax advisors in determining the federal, state, local, foreign and any other tax consequences of the purchase, ownership and disposition of the Notes. [The discussion under the heading “Material Federal Income Tax Consequences” does not apply to any Class [ ] Notes that are retained by the Depositor or one or more affiliates thereof.]

The Issuing Entity will be provided with an opinion of Kirkland & Ellis LLP, special federal tax counsel to the Issuing Entity, regarding certain federal income tax matters discussed below. Such opinion may be subject to qualifications and assumptions as set forth therein. An opinion of federal tax counsel, however, is not binding on the Internal Revenue Service (the “IRS”) or the courts. Moreover, there are no cases or IRS rulings on similar transactions involving debt issued by the Issuing Entity with terms similar to those of the Notes. As a result, the IRS may disagree with all or a part of the discussion below. No ruling on any of the issues discussed below will be sought from the IRS. Furthermore, legislative, judicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions set forth herein as well as the tax consequences to holders of the Notes. For purposes of the following summary, references to the Issuing Entity, the Notes and related terms, parties and documents shall be deemed to refer, unless otherwise specified, to the Issuing Entity and the Notes and related terms, parties and documents applicable to the Issuing Entity.

Tax Consequences to Holders of the Notes

Characterization of the Notes

There are no regulations, published rulings or judicial decisions addressing the characterization for federal income tax purposes of securities with terms that are substantially the same as those of the Notes. A basic premise of United States federal income tax law is that the economic substance of a transaction generally will determine the federal income tax consequences of such transaction. The determination of whether the economic substance of a loan secured by an interest in property is instead a sale of a beneficial ownership interest in such property has been made by the IRS and the courts on the basis of numerous factors designed to determine whether the Issuing Entity has relinquished (and the investor has obtained) substantial incidents of ownership in such property. Among those factors, the primary factors examined are whether the investor has the opportunity to gain if the property increases in value, and has the risk of loss if the property decreases in value. Based on an assessment of these factors, in the opinion of Kirkland & Ellis LLP, special tax counsel to the Depositor, the Notes [(other than any Class [ ] Notes that are retained by the Depositor or one or more affiliates thereof)] will be treated as indebtedness for federal income tax purposes and not as an ownership interest in the Exchange Note or an equity interest in the Issuing Entity. The remainder of this discussion assumes that the Notes [(other than any Class [ ] Notes that are retained by the Depositor or one or more affiliates thereof)] are debt for federal income tax purposes. For a discussion of the treatment if the Notes [(other than any Class [ ] Notes that are retained by the Depositor or one or more affiliates thereof)] were not considered debt for federal income tax purposes, see “—Tax Consequences to Holders of the Notes—Possible Alternative Treatment of the Notes” below.

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Amortizable Bond Premium

In general, if a subsequent purchaser acquires a Note at a premium, that is an amount in excess of the amount payable upon the maturity of the Note, the Noteholder will be considered to have purchased the Note with “amortizable bond premium” equal to the amount of the excess. A Noteholder may elect to deduct the amortizable bond premium as it accrues under a constant yield method over the remaining term of the Note. Accrued amortized bond premium may only be used as an offset against qualified stated interest income when the income is included in the holder’s gross income under the holder’s normal accounting method.

Original Issue Discount

The discussion below assumes that all payments on the Notes are denominated in U.S. dollars, and that the Notes are not “interest only” or “principal only” notes. Moreover, the discussion assumes that the interest formula for the Notes meets the requirements for “qualified stated interest” under U.S. Department of the Treasury regulations relating to debt instruments issued with OID. Finally, the discussion assumes that any OID on the Notes, that is, any excess of the principal amount of the Notes over their issue price, is de minimis, or less than ¹/₄% of their principal amount multiplied by the maturity of the Notes, all within the meaning of the OID regulations. If these conditions are not satisfied with respect to the Notes and as a result the Notes are treated as issued with OID, a Noteholder would be required to include OID in income as interest over the term of the Note under a constant yield method. In general, OID must be included in income in advance of the receipt of cash representing that income. Thus, to the extent OID has accrued as of the date of the interest distribution and is not allocated to prior distributions, each cash distribution would be treated as an amount already included in income or as a repayment of principal. This treatment would have no significant effect on Noteholders using the accrual method of accounting. However, cash method Noteholders may be required to report income with respect to the Notes in advance of the receipt of cash attributable to such income. Even if a Note has OID falling within the de minimis exception, the Noteholder must include such OID in income proportionately as principal payments are made on such Note.

Interest Income on the Notes

Based on the above assumptions, except as discussed below, [the Notes will not be considered issued with OID.] The stated interest thereon generally will be taxable to a Noteholder as ordinary interest income when received or accrued in accordance with the Noteholder’s method of tax accounting. Under the OID regulations, a holder of a Note issued with a de minimis amount of OID generally must include OID in income, on a pro rata basis, as principal payments are made on the Note. Any prepayment premium paid as a result of a mandatory redemption will be taxable as ordinary income when it becomes fixed and unconditionally payable. A purchaser who buys a Note for more or less than its principal amount will generally be subject, respectively, to the premium amortization or market discount rules of the Code.

A holder of a Short-Term Note may be subject to special rules. Under the OID regulations, all stated interest will be treated as OID. An accrual basis holder of a Short-Term Note and some cash basis holders, including regulated investment companies, as described in Section 1281 of the Code generally would be required to report interest income as OID accrues on a straight-line basis over the term of each interest period. Cash basis holders of a Short-Term Note would, in general, be required to report interest income as interest is paid, or, if earlier, upon the taxable disposition of the Short-Term Note. However, a cash basis holder of a Short-Term Note reporting interest income as it is paid may be required to defer a portion of any interest expense otherwise deductible on indebtedness incurred to purchase or carry the Short-Term Note until the taxable disposition of the Short-Term Note. A cash basis taxpayer may elect under Section 1281 of the Code to accrue interest income on all nongovernment debt obligations with a term of one year or less, in which case the taxpayer would include OID on the Short-Term Note in income as it accrues, but would not be subject to the interest expense deferral rule referred to in the preceding sentence. Certain special rules apply if a Short-Term Note is purchased for more or less than its principal amount.

Market Discount

Whether or not the Notes are issued with OID, a subsequent purchaser, that is, a purchaser who acquires a Note not at the time of original issue, of a Note at a discount will be subject to the “Market Discount Rules” of Sections 1276 through 1278 of the Code. In general, these rules provide that if the holder of a Note purchases the Note at a market discount, which is a discount from its original issue price plus any accrued OID that exceeds a de minimis

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amount specified in the Code, and thereafter recognizes gain upon a disposition or receives a principal payment, the lesser of:

· the gain or the principal payment; or

· the accrued market discount not previously included in income will be taxed as ordinary income.

Generally, the accrued market discount for each interest accrual period will be the total market discount, not previously included in income, on the Note multiplied by a fraction, the numerator of which is the interest or OID, if the Note was issued with more than de minimis OID, for such period and the denominator of which is the total interest or OID from the beginning of such period to the maturity date of the Note. The holder may elect, however, to determine accrued market discount under the constant yield method. The adjusted basis of a Note subject to the election will be increased to reflect market discount included in gross income, thereby reducing any gain or increasing any loss on a subsequent sale or taxable disposition. Holders are encouraged to consult with their own tax advisors as to the effect of making this election.

Limitations imposed by the Code, which are intended to match deductions with the taxation of income, may defer deductions for interest on indebtedness incurred or continued, or short-sale expenses incurred, to purchase or carry a Note with accrued market discount. A Noteholder who elects to include market discount in gross income as it accrues, however, is exempt from this rule.

Notwithstanding the above rules, market discount on a Note will be considered to be zero if it is less than a de minimis amount, which is 0.25% of the remaining principal balance of the Note multiplied by its expected remaining life. If market discount is de minimis, the actual amount of discount must be allocated to the remaining principal distributions on the Note, and when the distribution is received, capital gain will be recognized equal to discount allocated to the distribution.

Net Investment Income

A tax of 3.8% is imposed on the “net investment income” of certain individuals, trusts and estates for taxable years beginning after December 31, 2012. Among other items, net investment income generally includes gross income from interest and net gain attributable to the disposition of certain property, less certain deductions. United States holders should consult their own tax advisors regarding the possible implications of this tax in their particular circumstances.

Election to Treat All Interest as Original Issue Discount

A holder may elect to include in gross income all interest that accrues on a Note using a constant yield method. For purposes of this election, interest includes stated interest, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium. In applying the constant yield method to a Note with respect to which this election has been made, the issue price of the Note will equal the electing holder’s adjusted basis in the Note immediately after its acquisition, the issue date of the Note will be the date of its acquisition by the electing holder, and no payments on the Note will be treated as payments of qualified stated interest. This election, if made, may not be revoked without the consent of the IRS. Holders are encouraged to consult with their own tax advisors as to the effect of making this election in light of their individual circumstances.

Sale or Other Disposition

If a Noteholder sells a Note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the holder’s adjusted tax basis in the Note. The adjusted tax basis of a Note to a particular Noteholder will equal the holder’s cost for the Note, increased by any market discount, OID and gain previously included by the Noteholder in income with respect to the Note and decreased by the amount of premium, if any, previously amortized and by the amount of principal payments previously received by the Noteholder with respect to the Note. Any gain or loss will be capital gain or loss, except for gain representing accrued interest and accrued market discount not previously included in income. Capital losses generally may be used by a corporate taxpayer only to offset capital gains, and by an individual taxpayer only to the extent of capital gains plus $3,000 of

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other income. Capital gains realized by individual taxpayers from the sale or exchange of capital assets held for more than one year are subject to preferential rates of tax.

Non-U.S. Holders

Interest paid or accrued to a Non-U.S. Person generally will be considered “portfolio interest,” and generally will not be subject to United States federal income tax or withholding tax if the interest is not effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Person and the Non-U.S. Person:

· is not actually or constructively a “10 percent shareholder” of the Sponsor, the Issuing Entity or the Depositor, including a holder of 10% of the outstanding certificates, or a “controlled foreign corporation” with respect to which the Sponsor, the Issuing Entity or the Depositor is a “related person” within the meaning of the Code; and

· provides the trustee or other person who is otherwise required to withhold U.S. tax with respect to the Notes with an appropriate statement on IRS Form W-8BEN (for an individual), IRS Form W-8BEN-E (for an entity) or a similar form signed under penalties of perjury, certifying that the beneficial owner of the Note is a foreign person and providing the foreign person’s name and address.

As used herein, a “Non-U.S. Person” means a nonresident, foreign corporation or other non-U.S. Person, and a “U.S. Person” means:

· a citizen or resident of the United States for U.S. federal income tax purposes; or

· a corporation or partnership, except to the extent provided in applicable U.S. Department of the Treasury regulations, created or organized in or under the laws of the United States, any state or the District of Columbia, including an entity treated as a corporation or partnership for U.S. federal income tax purposes; or

· an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

· a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust; or

· to the extent provided in applicable U.S. Department of the Treasury regulations, certain trusts in existence on August 20, 1996, which are eligible to elect to be treated as U.S. Persons.

If the information provided in this statement changes, the Non-U.S. Person must inform the Sponsor and the Issuing Entity within 30 days of the change. If a Note is held through a securities clearing organization or some other financial institutions, the organization or institution may provide the relevant signed statement to the withholding agent; in that case, however, the signed statement must be accompanied by an IRS Form W-8BEN (for an individual), Form IRS W-8BEN-E (for an entity) or a similar form provided by the Non-U.S. Person that owns the Note. If the interest is not portfolio interest, then it will be subject to United States federal income and withholding tax at a rate of 30%, unless reduced or eliminated pursuant to an applicable tax treaty.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a Note by a Non-U.S. Person will be exempt from United States federal income and withholding tax; provided that:

· the gain is not effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Person; and

· in the case of an individual Non-U.S. Person, the Non-U.S. Person is not present in the United States for 183 days or more in the taxable year.

If the interest, gain or income on a Note held by a Non-U.S. Person is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Person, the holder, although exempt from the withholding tax previously discussed if an appropriate statement is furnished, generally will be subject to United States federal income tax on the interest, gain or income at regular federal income tax rates. The holder in this circumstance should provide an IRS Form W-8ECI or similar form indicating the income is effectively connected with a United States trade or business of the holder. In addition, if the foreign person is a foreign corporation, it may be subject to a

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branch profits tax equal to 30 percent of its “effectively connected earnings and profits” within the meaning of the Code for the taxable year, as adjusted for certain items, unless it qualifies for a lower rate under an applicable tax treaty.

Backup Withholding

Each holder of a Note, other than an exempt holder such as a corporation, tax-exempt organization, qualified pension and profit-sharing trust, individual retirement account or nonresident alien who provides certification as to status as a nonresident, will be required to provide, under penalties of perjury, a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding. Should a nonexempt Noteholder fail to provide the required certification, the Issuing Entity will be required to withhold the required amount (currently at 28%) otherwise payable to the holder and remit the withheld amount to the IRS as a credit against the holder’s federal income tax liability.

Any amounts deducted and withheld from a payment should be allowed as a credit against your federal income tax. Furthermore, certain penalties may be imposed by the IRS on a recipient of payments that is required to supply information but that does not do so in the proper manner.

Foreign Account Tax Compliance

Sections 1471 through 1474 of the Code (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) significantly changes the reporting requirements imposed on certain Non-U.S. Persons, including certain foreign financial institutions and investment funds. In general, a 30% withholding tax could be imposed on payments made to any such Non-U.S. Persons unless such Non-U.S. Person complies with certain reporting requirements regarding its direct and indirect U.S. shareholders and/or U.S. accountholders. Such withholding could apply to payments regardless of whether they are made to such Non-U.S. Person in its capacity as a holder of a Note or in a capacity of holding a Note for the account of another. The withholding tax under FATCA applies regardless of whether the payment would otherwise be exempt from U.S. nonresident withholding tax (e.g., under the portfolio interest exemption or as capital gain). The withholding tax under FATCA currently applies with respect to interest payments and will be imposed on gross proceeds from a disposition of debt instruments on or after January 1, 2019. Potential investors are encouraged to consult with their tax advisors regarding the possible implications of this legislation on an investment in the Notes.

Each holder of a Note or an interest therein, by acceptance of such Note or such interest therein, will be deemed to have agreed to provide to the person from whom it receives payments on the Notes (i) properly completed and signed tax certifications, for a U.S. person, on IRS Form W-9 and, for a non-U.S. person, on the appropriate IRS Form W-8 and (ii) upon request, information sufficient to eliminate the imposition of, or determine the amount of, such withholding or deduction under FATCA. The Indenture Trustee has the right to withhold any amounts (properly withholdable under law and without any corresponding gross-up) payable to any holder of a Note or an interest therein that fails to comply with the requirements of the preceding sentence.

Possible Alternative Treatment of the Notes

In the opinion of federal tax counsel, in the event that any series of Notes were not treated as debt for federal income tax purposes, the series of Notes would be characterized for federal income tax purposes as interests in a partnership. In such case, it is expected that stated interest payments on the Notes would be treated either as guaranteed payments under section 707(c) of the Code or as a preferential allocation of net income of the Issuing Entity, with all other items of trust income, gain, loss, deduction and credit being allocated to the holders of the Notes. Although the federal income tax treatment of the Notes for most accrual basis taxpayers should not differ materially under this characterization from the treatment of the Notes as debt, this characterization could result in adverse effects for some holders of Notes. For example, holders of Notes treated as interests in a partnership could be subject to tax on income equal to the entire amount of the stated interest payments on the Notes, plus possibly some other items, even though the Issuing Entity might not have sufficient cash to make current cash distributions of the amount. Thus, cash basis holders would in effect be required to report income in respect of the Notes on the accrual basis and holders of the Notes could become liable for taxes on trust income even if they have not received cash from the Issuing Entity to pay the taxes. Moreover, income allocable to a holder of a Note treated as a partnership interest that is a pension, profit-sharing, employee benefit plan, or other tax-exempt entity, including an

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individual retirement account, could constitute “unrelated debt-financed income” generally taxable to a holder under the Code. In addition, foreign persons holding the Notes could be subject to withholding or required to file a U.S. federal income tax return and to pay U.S. federal income tax, and, in the case of a corporation, branch profits tax, on their share of accruals of guaranteed payments and trust income, and individuals holding the Notes might be subject to some limitations on their ability to deduct their share of trust expenses.

Classification of the Issuing Entity

In the opinion of Kirkland & Ellis LLP, special tax counsel to the Depositor, the Issuing Entity will not be treated as an association taxable as a corporation or a publicly traded partnership taxable as a corporation for federal income tax purposes, but rather will be disregarded as a separate entity when there is a single beneficial owner of the Issuing Entity or will be treated as a domestic partnership when there are two or more beneficial owners of the Issuing Entity. This opinion will be based on the assumption that the terms of the Exchange Note Transfer Agreement and Servicing Agreement and Indenture and related documents will be complied with, including that the Issuing Entity will not make an affirmative election to be treated as a corporation. Such opinion may also be subject to qualifications and other assumptions as set forth therein.

If the Issuing Entity were taxable as a corporation for federal income tax purposes, the Issuing Entity would be subject to corporate income tax on its taxable income. The Issuing Entity’s taxable income would include all its income on the Exchange Note, possibly reduced by its interest expense on the Notes. Any corporate income tax would materially reduce or eliminate cash otherwise available to make payments on the Notes.

If the Issuing Entity were classified as a partnership for federal income tax purposes, then the provisions of the Bipartisan Budget Act of 2015 (the “Budget Act”) would apply for taxable years beginning in 2018. Under the Budget Act, unless a partnership elects otherwise, taxes arising from audit adjustments are required to be paid by the partnership rather than by its partners or members. The parties responsible for the tax administration of the Issuing Entity will have the authority to utilize, and intend to utilize, any exceptions available under the Budget Act so that the persons treated as the Issuing Entity’s partners, to the fullest extent possible, rather than the Issuing Entity itself, will be liable for any taxes arising from audit adjustments to the Issuing Entity’s taxable income if the Issuing Entity is treated as a partnership. It is unclear to what extent these exceptions will be available to the Issuing Entity and how any such exceptions may affect the procedural rules available to challenge any audit adjustment that would otherwise be available in the absence of any such exceptions. Prospective purchasers are urged to consult with their tax advisors regarding the possible effect of the new rules. To the extent that the Issuing Entity is liable for any taxes arising from audit adjustments to the Issuing Entity’s taxable income if the Issuing Entity is treated as a partnership, the persons treated as the Issuing Entity’s partners are contractually obligated to reimburse the Issuing Entity in full for the amount paid by the Issuing Entity in respect of such tax liability.

Discount and Premium

The prepayment assumption that will be used in determining the rate of accrual of original issue discount and of market discount and premium, if any, for federal income tax purposes will be based on the assumption that subsequent to the date of any determination the leases will prepay at a [1.25]% absolute prepayment model rate, and there will be no extensions of maturity for any leases. No representation is made that the leases will prepay at that rate or at any other rate[ or that the interest payments on the Class [C] Notes will not be deferred].

Certain classes of the Notes may be treated for federal income tax purposes as having been issued with original issue discount. The IRS has issued regulations under Sections 1271 through 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. The original issue discount regulations and Section 1272(a)(6) of the Code do not adequately address certain issues relevant to, or are not applicable to, securities such as the Notes. Prospective purchasers of the Notes are advised to consult with their tax advisors concerning the tax treatment of such Notes.

Certain classes of the Notes may be treated for federal income tax purposes as having been issued at a premium. Whether any holder of such a class of Notes will be treated as holding Notes with amortizable bond premium will depend on such Noteholder’s purchase price and the payments remaining to be made on such Note at the time of its acquisition by such Noteholder. You are encouraged to consult your own tax advisors regarding the possibility of making an election to amortize such premium on such classes of Notes.

145

Tax Shelter Disclosure and Investor List Requirements

U.S. Department of the Treasury regulations directed at abusive tax shelter activity appear to apply to transactions not conventionally regarded as tax shelters. Such U.S. Department of the Treasury regulations require taxpayers to report certain information on IRS Form 8886 if they participate in a “reportable transaction” and to retain certain information related to such transactions. Organizers and Depositors of the transaction are required to maintain records including investor lists containing identifying information and to furnish those records to the IRS upon demand.

A transaction may be a “reportable transaction” based upon any of several indicia, one or more of which may be present with respect to your investment. Significant penalties can be imposed for failure to comply with these disclosure requirements. Prospective investors should be aware that the transferor and other participants in the transaction intend to comply with such disclosure and investor list requirements. Prospective investors are encouraged to consult their tax advisors concerning any possible disclosure obligation with respect to their investment.

146

STATE AND LOCAL TAX CONSEQUENCES

A rule under the Florida Income Tax Code (the “Loan Rule”) provides that a “financial organization” earning or receiving interest from loans secured by tangible property located in Florida will be deemed to be conducting business or earning or receiving income in Florida, and will be subject to Florida corporate income tax regardless of where the interest was received. A financial organization is defined to include any bank, trust company, savings bank, industrial bank, land bank, safe deposit company, private banker, savings and loan association, credit union, cooperative bank, small loan company, sales finance company or investment company. If the Loan Rule were to apply to the Notes, then a financial organization investing in the Notes would be subject to Florida corporate income tax on a portion of its income at a maximum rate of [5.50]%, and would be required to file an income tax return in Florida, even if it has no other Florida contacts. Bilzin Sumberg Baena Price & Axelrod LLP, special Florida counsel to the Depositor, is of the opinion (although not free from doubt and subject to the assumptions and circumstances contained in its full written opinion) that if the matter were properly presented to a court with jurisdiction, and if relevant law were interpreted consistent with existing authority, the court should hold that the Loan Rule would not apply to an investment in the Notes or the receipt of interest on the Notes by a financial organization with no other Florida contacts. We encourage you to consult your own tax advisor as to the applicability of the Loan Rule to an investment in the Notes and your ability to offset any such Florida tax against any other state tax liabilities.

The discussion above does not address the tax treatment of the Issuing Entity, the securities or the security owners under any state or local tax law other than Florida law to the extent set forth above. Prospective investors are encouraged to consult their own tax advisors regarding the state and local tax treatment of the Issuing Entity and the securities, and the consequences of purchase, ownership or disposition of the securities under any state or local tax law, if applicable.

147

CERTAIN ERISA CONSIDERATIONS

[This discussion under the heading “Certain ERISA Considerations” does not apply to any Class [ ] Notes that are retained by the Depositor or one or more affiliates thereof.] Subject to the following discussion, the Notes may be acquired by pension, profit-sharing or other employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), individual retirement accounts, Keogh plans and other plans covered by Section 4975 of the Code, and entities deemed to hold plan assets of the foregoing (each of the foregoing, a “Benefit Plan”). Section 406 of ERISA and Section 4975 of the Code prohibit a Benefit Plan from engaging in particular transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such Benefit Plan. A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Code for such persons or the fiduciaries of the Benefit Plan. In addition, Title I of ERISA also requires fiduciaries of a Benefit Plan subject to ERISA to make investments that are, among other things, prudent, diversified and in accordance with the governing plan documents. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and some church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements; however, governmental and church plans may be subject to comparable federal, state or local law restrictions similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”).

Certain transactions involving the Issuing Entity might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a Benefit Plan that purchased Notes if assets of the Issuing Entity were deemed to be assets of the Benefit Plan. Under Section 3(42) of ERISA and a regulation issued by the United States Department of Labor (the “Regulation”), the assets of the Issuing Entity would be treated as plan assets of a Benefit Plan for the purposes of ERISA and the Code only if the Benefit Plan acquired an “equity interest” in the Issuing Entity and none of the exceptions contained in the Regulation was applicable. An equity interest is defined under the Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Although there is little guidance on the subject, we believe that, at the time of their issuance, the Notes should not be treated as equity interests of the Issuing Entity for purposes of the Regulation. This determination is based in part upon the traditional debt features of the Notes, including the reasonable expectation of purchasers of Notes that the Notes will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features. The debt treatment of one or more classes of Notes for ERISA purposes could change if the Issuing Entity incurred losses. [The risk of recharacterization is enhanced for the Class [C] Notes.]

However, without regard to whether the Notes are treated as equity interests for purposes of the Regulations, the acquisition or holding of Notes by, or on behalf of, a Benefit Plan could be considered to give rise to a prohibited transaction if the Issuing Entity, the Depositor, the Servicer, the underwriters, the Owner Trustee or the Indenture Trustee is or becomes a party in interest or a disqualified person with respect to such Benefit Plan. A statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provides an exemption for some transactions between Benefit Plans and non-fiduciary service providers (or their affiliates) who are parties in interest or disqualified persons if specified conditions are established. In addition, certain class exemptions could offer broader relief for the purchase and holding of Notes by a Benefit Plan depending on the type and circumstances of the plan fiduciary making the decision to acquire such Notes. Included among these exemptions are: Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by “in-house asset managers”; PTCE 95-60, regarding investments by insurance company general accounts; PTCE 90-1, regarding investments by insurance company pooled separate accounts; PTCE 91-38, regarding investments by bank collective investment funds; and PTCE 84-14, regarding transactions effected by “qualified professional asset managers.” Even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided by these exemptions might not cover all acts which might be construed as prohibited transactions. There can be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving the Notes, and prospective purchasers that are Benefit Plans should consult with their legal advisors regarding the applicability of any such exemption. By acquiring a Note, each underwriter, transferee and owner of a beneficial interest will be deemed to represent that either (i) it is not acquiring the Note with the assets of any Benefit Plan or any governmental, non-U.S. or church plan subject to Similar Law or (ii) that its acquisition and holding of the Notes or beneficial interests therein will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or Similar Law.

148

A plan fiduciary considering the purchase of Notes is encouraged to consult its legal advisors regarding whether the assets of the Issuing Entity would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences.

149

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement relating to the [Class A Notes][Notes], dated [      ] among World Omni, the Depositor and [      ], [      ] and [      ], as the underwriters, the Depositor has agreed to sell to the underwriters named below and each of the underwriters has severally agreed to purchase, the principal amount of the Notes described opposite its name below:

Underwriter

Class A- 1[a/b] Notes

Class A- 2[a/b] Notes

Class A- 3[a/b] Notes

Class A- 4[a/b] Notes

[Class B[a/b]  Notes

[Class C[a/b]  Notes

[      ]

$

[      ]

$

[      ]

$

[      ]

$

[      ]

$

[      ]

$

[      ]

[      ]

$

[      ]

$

[      ]

$

[      ]

$

[      ]

$

[      ]

$

[      ]

[      ]

$

[      ]

$

[      ]

$

[      ]

$

[      ]

$

[      ]

$

[      ]

Total

$

[      ]

$

[      ]

$

[      ]

$

[      ]

$

[      ]]

$

[      ]]

[The Class [__] Notes are offered by this prospectus and some or all of the Class [__] Notes may be initially retained by the Depositor or one or more affiliates thereof on the Closing Date. If retained, such retained Class [__] Notes may be sold, subject to certain limitations, from time to time to purchasers directly by the Depositor or one or more affiliates thereof or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the Depositor or such affiliates or from the purchasers of such retained Class [__] Notes. If such retained Class [__] Notes are sold through underwriters, broker-dealers or agents, the Depositor or such affiliates will be responsible for underwriting discounts or commissions or agent’s commissions. Such retained Class [__] Notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices.] /[The Depositor will retain [the Class [ ] Notes][[ ]% of each class of Notes][a single vertical security] in satisfaction of the Sponsor’s risk retention obligations under Regulation RR and may such interests in the timeframe described in “Credit Risk Retention.”]

The Depositor has been advised by the underwriters that they propose initially to offer the underwritten Notes to the public at the prices set forth on the cover page hereof, and to dealers at these prices less a selling concession not in excess of the percentage set forth below for each class of Notes. The underwriters may allow, and these dealers may reallow to other dealers, a subsequent concession not in excess of the percentage set forth below for each class of Notes. After the initial public offering, the public offering price and such concessions may be changed. In the event of sales to affiliates, one or more of the underwriters may be required to forego a portion of the selling concession they would otherwise be entitled to receive.

	Selling Concession			Reallowance
Class A-1[a/b] Notes		[    ]	%		[    ]	%
Class A-2[a/b] Notes		[    ]	%		[    ]	%
Class A-3[a/b] Notes		[    ]	%		[    ]	%
Class A-4[a/b] Notes		[    ]	%		[    ]	%
[Class B[a/b] Notes		[    ]	%		[    ]	%]
[Class C[a/b] Notes		[    ]	%		[    ]	%]

The underwriting agreement provides that the obligations of the underwriters are subject to specified conditions precedent and that the underwriters will purchase all the underwritten Notes if any of such Notes are purchased.

[None of the Titling Trust, the Initial Beneficiary, the Sponsor, the Depositor, the Servicer, the Issuing Entity or the underwriters make any representation or agreement that it is undertaking or will have undertaken to comply with

150

the requirements of the CRR or the AIFMD or any similar regulatory requirements with respect to investments in securitizations. Noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the Notes for investment compliance with the CRR and the AIFMD and similar regulatory requirements.]

[Each underwriter has represented and agreed that (a) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuing Entity or the Depositor; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.]

The Notes are a new issue of securities with no established trading market. World Omni and the Depositor do not intend to apply for listing of the Notes on a national securities exchange. [The underwriters have advised World Omni and the Depositor that they intend to act as market makers for the underwritten Notes [(other than any Class [ ] Notes that are retained by the Depositor or one or more affiliates thereof)]. However, the underwriters are not obligated to do so and may discontinue any market making at any time without notice. Accordingly, no assurance can be given as to the liquidity of any trading market for the Notes.]

In connection with the offering of the underwritten Notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the market price of the Notes. Such transactions may include stabilization transactions effected in accordance with Rule 104 of Regulation M, pursuant to which an underwriter may bid for or purchase the Notes for the purpose of stabilizing their market price. In addition, the underwriters may impose “penalty bids” whereby they may reclaim from a dealer participating in the offering the selling concession with respect to the underwritten Notes that the dealer distributed in the offering but subsequently purchased for the account of the underwriters in the open market. Any of the transactions described in this paragraph may result in the maintenance of the price of the underwritten Notes at a level above that which might otherwise prevail in the open market. None of the transactions described in this paragraph is required, and, if they are taken, such transactions may be discontinued at any time without notice.

World Omni and the Depositor have agreed to indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act of 1933, as amended, or contribute to payments which the underwriters may be required to make in respect of some liabilities, including civil liabilities under the Securities Act.

In the ordinary course of their respective businesses, the underwriters and their affiliates have engaged and may engage in investment banking and/or commercial banking transactions with World Omni and its affiliates. We refer you to “Use of Proceeds” in this prospectus.

The following chart sets forth information on the aggregate proceeds to the Depositor from the sale of the underwritten Notes.

			As Percent of Aggregate Principal Amount of the Underwritten Notes
Aggregate Price to Public of the Underwritten Notes	$	[        ]		[        ]	%
Aggregate Underwriting Discount	$	[        ]		[        ]	%
Aggregate Proceeds to Depositor	$	[        ]		[        ]	%
Additional Offering Expenses	$	[        ]		[        ]	%

151

Appendix A

[European Economic Area

In relation to each Relevant Member State, each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes to the public in that Relevant Member State other than:

(i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive;

(ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by the Issuing Entity for any such offer; or

(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes shall require the Issuing Entity, the Depositor or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression “an offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.]

152

FORWARD-LOOKING STATEMENTS

This prospectus, including information included or incorporated by reference in this prospectus, may contain certain forward-looking statements. In addition, certain statements made in future SEC filings by the Issuing Entity or the Depositor in press releases and in oral and written statements made by or with the Issuing Entity’s or the Depositor’s approval may constitute forward-looking statements. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements include information relating to, among other things, continued and increased business competition, an increase in delinquencies (including increases due to worsening of economic conditions), changes in demographics, changes in local, regional or national business, economic, political and social conditions, regulatory and accounting initiatives, changes in customer preferences, and costs of integrating new businesses and technologies, many of which are beyond the control of the Servicer, the Issuing Entity or the Depositor. Forward-looking statements also include statements using words such as “expect,” “anticipate,” “hope,” “intend,” “plan,” “believe,” “estimates” or similar expressions. The Issuing Entity and the Depositor have based these forward-looking statements on their current plans, estimates and projections, and you should not unduly rely on them.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions, including the risks discussed below. Future performance and actual results may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond the ability of the Issuing Entity or the Depositor to control or predict. The forward-looking statements made in this prospectus speak only as of the date stated on the cover of this prospectus. Other than as required by applicable law, the Issuing Entity and the Depositor undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

153

LEGAL PROCEEDINGS

[There are no legal or governmental proceedings pending against World Omni, the Initial Beneficiary, the Titling Trust, the Depositor, the Issuing Entity or the Servicer, or of which any property of the foregoing is the subject, that, if determined adversely to such party, would be material to holders of the Notes.]

Other than as described in “The Trustees of the Issuing Entity” in this prospectus, each of the Indenture Trustee and the Owner Trustee has represented to the trust and the Depositor that there are no legal proceedings pending or known to be contemplated by governmental authorities against such trustee that would have a material adverse impact to holders of the Notes.

[Describe any legal proceedings against the sponsor, the depositor, the owner trustee, the indenture trustee, the issuing entity or the servicer that are material to noteholders.]

154

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Issuing Entity “incorporates by reference” some information it files with the SEC, which means that the Issuing Entity can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that the Issuing Entity files later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus. [The Issuing Entity incorporates the asset level data and information included as exhibits to the Form ABS-EE filed with the SEC by the date of filing of this prospectus with the SEC]. The Issuing Entity also incorporates by reference any current reports on Form 8-K later filed by or on behalf of the Issuing Entity before the termination of the offering of the Notes (including any market-making transactions for the Notes unless exempt from the registration requirements of the Securities Act).

For the time period that the trust is required to report under the Securities Exchange Act of 1934, as amended, the aforementioned periodic reports with respect to that trust will be available to you through our website at [http://www.worldomni.com/asset_securities.asp] as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. The reports to securityholders referenced throughout this prospectus will also be made available through such website.

We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the written or oral request of the person, a copy of any and all of the documents incorporated by reference in this prospectus, not including the exhibits to the documents, unless the exhibits are specifically incorporated by reference in the documents. Requests for the copies should be directed to the office of the General Counsel, 190 Jim Moran Blvd., Deerfield Beach, Florida 33442 (954) 429-2200.

This prospectus is part of our registration statement. This prospectus does not contain all of the information in our registration statement. For further information, please see our registration statement and the accompanying exhibits which we have filed with the SEC. This prospectus may summarize contracts and/or other documents. For further information, please see the copy of the contract or other document filed as an exhibit to the registration statement. You can obtain copies of the registration statement from the SEC upon payment of the prescribed charges, or you can examine the registration statement free of charge at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Copies of the material can be obtained from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Section by calling 1-800-732-0330. The SEC also maintains a site on the World Wide Web at “http://www.sec.gov” at which users can view and download copies of reports, proxy and information statements and other information filed electronically through the EDGAR system. Copies of the trust documents relating to a series of securities will be provided to each person to whom a prospectus is delivered, upon written or oral request directed to our offices at 190 Jim Moran Blvd., Deerfield Beach, Florida 33442 (954) 429-2200.

155

LEGAL MATTERS

Some legal matters relating to the Notes [(other than any Class [ ] Notes that are retained by the Depositor or one or more affiliates thereof)], including the legality opinion for the Notes being offered and certain federal income tax matters, will be passed upon for the Depositor and the Servicer by Kirkland & Ellis LLP, Chicago, Illinois. Some legal matters relating to the Titling Trust and the Initial Beneficiary will be passed upon by Dechert LLP. Some legal matters relating to the Loan Rule will be passed upon by Bilzin Sumberg Baena Price & Axelrod LLP, Miami, Florida. Some legal matters relating to the Notes [(other than any Class [ ] Notes that are retained by the Depositor or one or more affiliates thereof)] will be passed upon for the underwriters by Mayer Brown LLP.

156

INDEX OF PRINCIPAL TERMS

Set forth below is a list of certain of the more important terms used in this prospectus supplement and the pages on which the definitions of those terms may be found.

Definition	Page	Definition	Page
100% Prepayment Assumption	75	LKE disposition proceeds	43
ABS	75	Loan Rule	147
Actual Cutoff Date	2	[Monthly Swap Payment Amount	87]
Actual Pool	8	MRM	38
[Additional Class A-1 Payment Date]	3	MSRP	38
Additional Lease Charges	38	Net LKE Disposition Proceeds	43
Adjusted Capitalized Cost	37	Non-U.S. Person	143
Administration Agreement	36	Note Registrar	1
Administrative Agent	2	Noteholders	36
Administrative Lien	58	Noteholders' First Priority Principal Distributable Amount	5
Administrator	1	Noteholders’ Regular Principal Distributable Amount	5
AIFMD	22	[Noteholders Second Priority Principal Distributable Amount	5]
ALG	38	[Noteholders Third Priority Principal Distributable Amount	5]
ALG Residual Value	60	Notes	2
Asset Pools	47	NRSROs	27
Automotive Lease Guide	38	OLA	25
Available Funds	101	[One-Month LIBOR	86]
Base Monthly Payment	37	Open-End Collateral Specified Interest	122
Base Residual Value	60	Other Exchange Note	122
Base Servicing Agreement	45	Other Reference Pool	122
Benefit Plan	148	Overcollateralization Amount	9
Budget Act	145	Owner Trustee	1
Business Day	88	Paying Agent	1
[Cap Counterparty	1]	Payment Date	3
CFPB	24	Payments Ahead	56
Class [  ][-[  ]] Notes	2	Pledge and Security Agreement	55
Class A Notes	2	Principal Distribution Account	94
Clean-Up Call	4	Prospectus Directive	iii
Closed-End Collateral Agent	45	PTCE	148
Closed-End Collateral Specified Interest	122	Purchase Price	122
Closing Date	76	QI	43
Code	108	Reference Pool	1
Collateral	125	Regulation	148
Collateral Agency Agreement	45	Regulation RR	119
Collection Period	88	Relevant Implementation Date	152
Contract Residual Value	38	Relevant Member State	iii
CRR	21	Relevant Person	ii
Customary Servicing Practices	95	Relinquished Vehicles	43
Deal Agent	45	Remaining Payments Charge	41
Defaulted Lease	60	Replacement Vehicles	43
Defaulted Payment Charge	42	Required Reserve Account Balance	10
Delaware Trustee	45	Review Lease	67
Delinquency Percentage	66	[Risk Retention] Reserve Account	10
Delinquency Trigger	66	Rule 193 Information	63
Depositor	1	Sample	64
Dodd-Frank Act	24	SCRA	30
DTC	84	SEC	24
Early Termination Charge	41	Securitization Rate	60
Eligible Account	94	Securitization Value	60
ERISA	148	[Senior Swap Termination Payment Amount	87]
Event of Default	6	Servicer	1
Exchange Note	2	Servicing Agreement	46
Exchange Note Collected Amounts	56	Servicing Supplement	46

157

Exchange Note Collection Account	93	Similar Law	148
Exchange Note Default	124	Sponsor	1
Exchange Note Redemption Date	99	[Statistical Pool	8]
Exchange Note Redemption Price	99	[Subordinated Swap Termination Payment Amount	87]
Exchange Note Sale Agreement	56	[Swap Counterparty	1]
Exchange Note Servicer Default	98	[Swap Termination Payment Amount	87]
Exchange Note Supplement	45	Terminated Unit	60
Exchange Note Transfer Agreement	56	Titling Trust	45
Excluded Amounts	56	Titling Trust Administrator	45
FATCA	144	Titling Trust Agreement	45
FDIC	25	Titling Trust Certificates	47
FDIC Counsel	133	Titling Trust Documents	45
Five-State Area	1	Titling Trustee	45
[Floating Rate Notes	2]	Titling Trustee Agent	45
Foreign Account Tax Compliance Act	144	Transportation Act	16
FSMA	ii	Trust Accounts	93
FTC	24	Trust Collection Account	94
Indemnified Person	123	Trust Collection Account Shortfall Amount	99
Indenture	86	Trust Agreement	51
Indenture Trustee	1	UDAAP	24
Initial Beneficiary	45	Unit	7
Insolvency Laws	129	U.S. Bank	45
Investment Company Act	11	U.S. Bank Trust	45
IRS	140	U.S. Person	143
Issuing Entity	1	Units	7
Issuing Entity Property	8	Warehouse Facility Pool	122
JMFE	36	World Omni	1
Lease Rate	38
Lemon Law	138
[LIBOR Determination Date	86]
Liquidation Proceeds	43
LKE	43

158

STATIC POOL INFORMATION

This Appendix A sets forth in tabular [and graphic] format, static pool information regarding pools of leases and leased vehicles securitized by the Sponsor during the last five years. The characteristics of each securitized pool described above are based on the securitized pool as of the related cutoff date. There can be no assurance that the performance of the prior securitized pools will correspond to or be an accurate predictor of the performance of this securitized pool.

[Graphical illustration of delinquencies, credit losses/gains, residual value losses/gains and prepayment speeds for each prior securitized pool to be added to the extent such presentation would aid in the understanding of the table data.]

Characteristics of the Leases

The assets in each of World Omni’s securitized reference pools consisted of motor vehicle leases and the related leased vehicles generated in the ordinary course of business by World Omni in accordance with the underwriting procedures described under “The Servicer, Sponsor and Administrator—Origination, Underwriting and Purchasing” and “—Underwriting Standards” in this prospectus. As of the relevant cutoff date, the units in the securitized portfolios consisted of the characteristics provided below. All lease balances are calculated using [the ALG residual at the time of origination of the lease].

A-1

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 20[__]-[__]
ORIGINAL PORTFOLIO CHARACTERISTICS

The following table sets forth information regarding the composition of the leases and leased vehicles in a reference pool securitized by the Sponsor during the last five years [and, for comparison purposes, the characteristics of the the reference pool described in this prospectus, each as of the related cutoff date].

	20[__]-[__]		20[__]-[__]
Cutoff Date
Number of Leases
Total Number of Leases Originated
Total Lease Balance
Initial Securitization Value	$		$
Initial Securitization Value
Avg Initial Securitization Value of Leases Originated	$		$
Min Initial Securitization Value of Leases Originated	$		$
Max Initial Securitization Value of Leases Originated	$		$
Base Residual
Avg Base Residual at Origination	$		$
Min Base Residual at Origination	$		$
Max Base Residual at Origination	$		$
Base Residual % MRM/MSRP
Base Residual at origination as % of lower of MRM/MSRP		%		%
Original Term
Weighted Average(1)
Min original term
Max original term

Top 5 states concentration (based on the billing addresses of the lessees )(5)	%	%
1 [   ]
2 [   ]
3 [   ]
4 [   ]
5 [   ]

Top 5 vehicle models(5)	%		%
1 [   ]
2 [   ]
3 [   ]
4 [   ]
5 [   ]
FICO® Score (2)
Weighted Average FICO score(1) (3)
Range of FICO® scores that represents greater than 90% of all pool FICO® scores(3) (4)		-		-

(1)	Weighted by Securitization Value.
(2)	FICO® is a federally registered trademark of Fair, Isaac & Company.
(3)	FICO® scores are calculated excluding accounts for which no FICO® score is available is available in World Omni’s account servicing system.
(4)	Less than 5% of the lessee FICO® scores (based on the aggregate Securitization Value) exceed [ ] and less than 5% of the lessee  FICO® scores (based on the aggregate Securitization Value) fall below [ ]. Range of FICO® scores represents 90% of the aggregate Securitization Value as of origination.
(5)	Calculated as a percentage of Initial Securitization Value.

A-2

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 20[__]-[__]
BALANCE, PREPAYMENT AND DELINQUENCIES

			Delinquencies (1)
Collection Period	End-of-Month   Securitization Value ($)	Prepayment Speed	Past Due 31-60 Days ($)	Past Due 61- 90 Days ($)	Past Due 91- 120 Days ($)	Past Due 121 Days and Over ($)	Past Due 61+ Days (%) (2)
[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]

(1) World Omni considers a payment to be past due or delinquent when a lessee owes more than $[40] of the scheduled monthly payment after the related due date, including leases with bankrupt lessees but excluding defaulted leases. The period of delinquency is based on the number of days that more than $[40] of a scheduled monthly payment is contractually past due.

(2) As of end-of-month.

Delinquency Information. The graph below shows delinquency information for World Omni’s prior securitized pools of lease for all transactions issued since 20__.

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Prepayment Speed Information. The graph below shows prepayment speed information for World Omni’s prior securitized pools of lease for all transactions issued since 20__.

A-4

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 20[__]-[__]

CREDIT AND RESIDUAL VALUE LOSSES/(GAINS)

Month	Initial Securitization Value ($)		$ Cum. Net Credit Losses/(Gains) (1)		Cum. Net Credit Losses/(Gains) as % of the Initial Securitization Value			$ Cum. Net Residual Losses/(Gains) (2)		Cum. Net Residual Losses/(Gains) as % of the Initial  Securitization Value
1	$	[  ]	$	[  ]		[  ]	%	$	[  ]		[  ]	%
2	$	[  ]	$	[  ]		[  ]	%	$	[  ]		[  ]	%

(1) Cumulative Net Credit Losses/(Gains) are equal to the aggregate securitization value of all units charged-off, less sale proceeds and recoveries received by the servicer in connection with the sale or other disposition of the related leased vehicle, net of any and all out-of-pocket costs and expenses incurred by the servicer in connection with such sale or other disposition, including without limitation, all repossession, auction, painting, repair and any and all other similar liquidation and refurbishment costs and expenses. Recoveries means all monies collected by the servicer on such unit, net of any and all out-of-pocket costs and expenses incurred by the servicer in connection therewith.

(2) Cumulative Net Residual Losses/(Gains) are equal to the aggregate securitization value of terminated units (excluding defaulted leases and payoffs), less sale proceeds and recoveries received by the servicer in connection with the sale or other disposition of the related leased vehicle (including amounts received for excess wear and use and excess mileage), net of any and all out-of-pocket costs and expenses incurred by the servicer in connection with such sale or other disposition, including without limitation, all auction, painting, repair and any and all other similar liquidation and refurbishment costs and expenses. Recoveries means all monies collected by the servicer on such unit, net of any and all out-of-pocket costs and expenses incurred by the servicer in connection therewith.

Cumulative Net Credit Loss Information. The graph below shows cumulative net credit loss information for World Omni’s prior securitized pools of lease for all transactions issued since 20__.

A-5

Cumulative Net Residual Loss Information. The graph below shows cumulative net residual loss information for World Omni’s prior securitized pools of lease for all transactions issued since 20__.

A-6

$[      ]

World Omni Automobile Lease Securitization Trust 20[ ]-[ ]
Issuing Entity

World Omni Auto Leasing LLC
Depositor

World Omni Financial Corp.
Servicer and Sponsor

Asset Backed Notes
Series 20[  ]-[  ]

PROSPECTUS SUPPLEMENT

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus and prospectus supplement. You must not rely on any unauthorized information or representations. This prospectus and prospectus supplement is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus and prospectus supplement is current only as of the date of this prospectus supplement. Until ninety days after the date of this prospectus supplement, all dealers effecting transactions in the offered notes, whether or not participating in this distribution, may be required to deliver a prospectus supplement and prospectus. This is in addition to the dealers’ obligation to deliver a prospectus supplement and prospectus when acting as underwriters and with respect to an unsold allotment or subscription.

Dealer prospectus delivery obligation. Until ninety days following the date of this prospectus supplement, all dealers that effect transactions in these notes, whether or not participating in the offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Joint Bookrunners of the Class A Notes

[      ] [      ] [      ]

Co-Managers of the Class A Notes

[      ] [      ] [      ]

[Underwriters of the Class B Notes [and the Class C Notes]]

[          ] [          ] [          ]

The date of this Prospectus is [      ].

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 12.      OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses to be incurred in connection with the offering of the securities, other than underwriting discounts and commissions, described in this Registration Statement:

Securities and Exchange Commission registration fee	$	*
Printing and engraving costs		*
Legal fees		*
Trustee fees and expenses		*
Accountant’s fees		*
Rating Agencies’ fees		*
Asset Representations Reviewer fees and expenses		*
Miscellaneous expenses		*
Total	$	*

* To be filed by amendment.

ITEM 13.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

ITEM 13.1      WORLD OMNI AUTO LEASING LLC

The following is a summary of the statutes, limited liability company agreement or other arrangements under which the Depositor’s directors and officers are insured or indemnified against liability in their capacities as such.

Limited Liability Company Agreement

The Depositor was formed under the laws of Delaware. The limited liability company agreement of the Depositor provides, in effect, that, subject to certain limited exceptions, it will indemnify its members, directors or officers and may indemnify any employee or agent of the Depositor who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative and whether formal or informal) other than an action by or in the right of the Depositor, where such person is a party because such person is or was a member, director, officer, employee, or agent of the Depositor. The Depositor limited liability company agreement also provides that it will generally indemnify its members and directors against expenses, including, attorney fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by a director in connection with an action, suit or proceeding relating to acts or omissions of that director regarding specified items relating to bankruptcy and insolvency.

In general, the Depositor will indemnify its members, directors or officers and may indemnify its employees or agents against expenses, including attorneys fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with an action, suit or proceeding. To the fullest extent permitted by law, the Depositor will also indemnify such member, director or officer and may indemnify such employee or agent if the person acted in good faith and did not engage in willful misconduct or gross negligence. With respect to a criminal action proceeding, the person must have had no reasonable cause to believe his misconduct was unlawful. Unless ordered by a court, certain indemnifications shall be made by the Depositor only as it authorizes in the specific case after (1) determining that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and (2) evaluating the reasonableness of the expenses and of the amounts paid in settlement. This determination and evaluation shall be made by a majority vote of the disinterested members or, if there is only one member, by that member. However, no indemnification shall be provided to any member, director, officer, employee or agent of the Depositor for or in connection with (1) the receipt of a financial benefit to which the person is not entitled; (2) voting for or assenting to a distribution to members in violation of the limited liability company agreement or the Delaware Limited Liability Company Act (the “Act”); (3) a knowing violation of law; or (4) acts or missions of such person constituting willful misconduct or gross negligence. To the extent that a member, director, officer, employee, or agent of the Depositor has been successful on the merits or otherwise in defense of an action, suit, or proceeding or in defense of any claim, issue, or other matter in such action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including reasonable attorney fees, incurred by such person in connection with the action, suit, proceeding and any action, suit or proceeding brought to enforce such mandatory indemnification.

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In addition, no member, director or officer of the Depositor shall be liable to the Depositor or any other person who has an interest in the Depositor for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such member, director or officer in good faith on behalf of the Depositor and in a manner reasonably believed to be within the scope of the authority conferred on such member, director or officer by the limited liability company agreement of the Depositor, except that a member, director or officer shall be liable for any such loss, damage or claim incurred by reason of such member’s director’s or officer’s willful misconduct or gross negligence.

Insofar as indemnification by the Depositor for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Depositor pursuant to the foregoing provisions, the Depositor has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Delaware Limited Liability Company Act

Section 18-108 of the Act provides that, subject to the standards and restrictions, if any, as are described in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Liability Insurance

The Depositor also maintains insurance providing for payment, subject to certain exceptions, on behalf of officers, director and managers of the Depositor and its subsidiaries of money damages incurred as a result of legal actions instituted against them in their capacities as such officers, directors of managers (whether or not such person could be indemnified against such expense, liability or loss under the Act).

Underwriting Agreement

Each underwriting agreement will provide that the underwriter will indemnify the Depositor against specified liabilities, including liabilities under the Securities Act.

ITEM 13.2.     WORLD OMNI LT.

Section 3803 of the Delaware Statutory Trust Statute provides as follows:

3803 Liability of beneficial owners and trustees:

(a) Except to the extent otherwise provided in the governing instrument of the statutory trust, the beneficial owners shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State.

(b) Except to the extent otherwise provided in the governing instrument of a statutory trust, a trustee, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.

(c) Except to the extent otherwise provided in the governing instrument of a statutory trust, an officer, employee, manager or other person acting pursuant to §3806(b)(7) of this title, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.

3817 Indemnification.

(a) Subject to such standards and restrictions, if any, as are set forth in the governing instrument of a statutory trust, a statutory trust shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever.

(b) The absence of a provision for indemnity in the governing instrument of a statutory trust shall not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to such person under the laws of this State.

The Second Amended and Restated Trust Agreement for World Omni LT (as used in this paragraph, the “Agreement”) provides that each trustee and the titling trust administrator for World Omni LT shall be indemnified and held harmless by the certificateholder

II-2

with respect to any loss incurred arising out of or incurred in connection with (i) any trust assets (including any loss relating to leases, leased vehicles, consumer fraud, consumer leasing act violations, misrepresentations, deceptive and unfair trade practices and any other loss arising in connection with any lease, personal injury or property damage claims arising with respect to any leased vehicle or any loss with respect to any tax arising with respect to any trust asset), or (ii) the acceptance or performance of the duties contained in the Agreement; provided, however, that no person shall be indemnified or held harmless as to any such loss (a) incurred by reason of such person’s willful malfeasance, bad faith or gross negligence, or (b) incurred by reason of such person’s breach of the Agreement, or its representations and warranties.

The Agreement provides that the trustees and the titling trust agents will be indemnified and held harmless by the titling trust administrator against any loss, liability or expense incurred without negligence, bad faith or willful misconduct on their part, arising out of their acceptance or administration of the trust and duties under the Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Agreement.

ITEM 14.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

A list of exhibits filed herewith or incorporated by reference is contained in the Exhibit Index which is incorporated herein by reference.

ITEM 15.     UNDERTAKINGS.

(a) As to Rule 415:

The undersigned registrant on Form SF-3 hereby undertakes:

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that the undertakings set forth in clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b)) that is part of this registration statement; provided, further, however, that clauses (i) and (ii) above will not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§229.1100(c)).

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

(i) If the registrant is relying on Rule 430D (§ 230.430D): (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3)) and Rule 424(h) (§ 230.424(h)) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7)) as part of a registration statement in reliance on Rule 430D relating to an offering made pursuant to Rule 415(a)(1)(vii) or (xii) ((§ 230.415(a)(1)(vii), or (xii)) for the purpose of providing the information required by

II-3

Section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430D, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supercede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) If the registrant is relying on Rule 430D (§ 230.430D), with respect to any offering of securities registered on Form SF—3 (§ 239.45), to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with Rule 424(h) (§ 230.424(h)) and Rule 430D (§ 230.430D).

(b) As to documents subsequently filed that are incorporated by reference:

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) As to indemnification:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 13 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) As to Rule 430A:

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) As to qualification of Trust Indentures under Trust Indenture Act of 1939 for delayed offerings:

II-4

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the indenture trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Act.

(f) As to Regulation AB:

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended, of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield Beach, State of Florida, on the 22 day of April, 2016.

WORLD OMNI AUTO LEASING LLC

/s/ Eric M. Gebhard

Eric M. Gebhard

Chief Executive Officer and Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric M. Gebhard as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities (including the undersigned’s capacity as a director and/or officer of World Omni Auto Leasing LLC), to sign this registration statement and any registration statement that is to become effective upon filing pursuant to Rule 462 under the Securities Act relating to any offering of securities in connection with this registration statement and any or all amendments (including post-effective amendments) to any such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as either or both might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on April 22, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Eric M. Gebhard	Chief Executive Officer and Treasurer
Eric M. Gebhard	(Principal executive, financial and accounting officer)
/s/ Daniel M. Chait	Director
Daniel M. Chait
/s/ Colin W. Brown	Director
Colin W. Brown
/s/ Brent D. Burns	Director
Brent D. Burns
/s/ Bernard J. Angelo	Director
Bernard J. Angelo
/s/ Kevin P. Burns	Director
Kevin P. Burns

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, World Omni LT certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form SF-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield Beach, State of Florida, on the 22 day of April, 2016.

WORLD OMNI LT

by: Auto Lease Finance LLC, as Initial Beneficiary

/s/ Eric M. Gebhard

Eric M. Gebhard

Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Daniel M. Chait and Eric M. Gebhard as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities (including the undersigned’s capacity as a director and/or officer of Auto Lease Finance LLC, which is the initial beneficiary of World Omni LT), to sign this registration statement and any registration statement that is to become effective upon filing pursuant to Rule 462 under the Securities Act relating to any offering of securities in connection with this registration statement and any or all amendments (including post-effective amendments) to any such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as either or both might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on April 22, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Daniel M. Chait	President and Director
Daniel M. Chait	(Principal executive officer)
/s/ Eric M. Gebhard	Treasurer
Eric M. Gebhard	(Principal financial and accounting officer)
/s/ Colin W. Brown	Director
Colin W. Brown
/s/ Brent D. Burns	Director
Brent D. Burns
/s/ Bernard J. Angelo	Director
Bernard J. Angelo
/s/ Kevin P. Burns	Director
Kevin P. Burns

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EXHIBIT INDEX

Exhibit Index	Description
1.1*	Form of Underwriting Agreement for the Notes
3.1	Certificate of Formation of the Depositor
3.2	Amended and Restated Limited Liability Company Agreement of the Depositor
4.1*	Form of Indenture between World Omni Automobile Lease Securitization Trust 20[___]-[_] (the “Issuing Entity”) and the Indenture Trustee
5.1*	Opinion of Kirkland & Ellis LLP with respect to legality
8.1*	Opinion of Kirkland & Ellis LLP with respect to federal income tax matters
10.1	Second Amended and Restated Trust Agreement of World Omni LT among Auto Lease Finance LLC, World Omni Financial Corp. (“World Omni”), VT Inc., U.S. Bank National Association and U.S. Bank Trust National Association
10.2*	Form of Exchange Note Sale Agreement between Auto Lease Finance LLC and the Depositor
10.3*	Form of Exchange Note Transfer Agreement between the Depositor and the Issuing Entity
10.4*	Form of Exchange Note Supplement among World Omni LT, AL Holding Corp., U.S. Bank National Association and Auto Lease Finance LLC
10.5	Fifth Amended and Restated Servicing Agreement among World Omni LT, AL Holding Corp. and World Omni
10.6	First Amendment to Fifth Amended and Restated Servicing Agreement among World Omni LT, AL Holding Corp. and World Omni
10.7*	Form of Servicing Supplement among World Omni LT, AL Holding Corp. and World Omni
10.8	Fourth Amended and Restated Collateral Agency Agreement among World Omni LT, AL Holding Corp., Bank of America, N.A., U.S. Bank National Association and the secured parties thereto from time to time
10.9	First Amendment to Fourth Amended and Restated Collateral Agency Agreement among World Omni LT, AL Holding Corp., Bank of America, N.A., U.S. Bank National Association and the secured parties thereto from time to time
10.10	Third Amended and Restated Pledge and Security Agreement between World Omni LT and AL Holding Corp.
23.1*	Consent of Kirkland & Ellis LLP (to be included as part of Exhibit 5.1 and Exhibit 8.1)
23.2	Consent of Dechert LLP
23.3	Consent of Bilzin Sumberg Baena Price & Axelrod LLP
24.1	Power of Attorney for Depositor (included in signature page)
24.2	Power of Attorney for Titling Trust (included in signature page)
25.1**	Statement of Eligibility of the Indenture Trustee for the Series 20[__]-[__] Notes
99.1*	Form of Trust Agreement between the Depositor and the Owner Trustee
99.2*	Form of Administration Agreement among World Omni, the Issuing Entity and the Indenture Trustee
99.3*	Form of Asset Representations Review Agreement among the Issuing Entity, the Servicer and the Asset Representations Reviewer
102.1***	Asset data file
103.1***	Asset related documents

* To be filed by amendment.

** To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.

*** For any offering commencing after November 22, 2016, to be incorporated by reference from the Form ABS-EE for such offering on file at the time of the Rule 424(h) or Rule 424(b) filing, as applicable, for such offering.

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF FORMATION

OF

WORLD OMNI AUTO LEASING LLC

This Certificate of Formation of World Omni Auto Leasing LLC (the “LLC”) has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.).

FIRST. The name of the limited liability company formed hereby is World Omni Auto Leasing LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of this 26th day of June, 2008.

By:	/s/ Sven H. Soderberg
Name:	Sven H. Soderberg
Title:	Authorized Person

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

WORLD OMNI AUTO LEASING LLC

A Delaware Limited Liability Company

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is executed as of the 22nd day of April, 2016, by the undersigned parties, to continue the Company (as defined below) under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth. The Member, the Independent Directors and the Springing Member (each as defined below) join in the execution of this Agreement so as to be bound by this Agreement.

The undersigned, by execution of this Agreement, hereby continue the Company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time, and hereby desire that this Agreement be, and hereby is, the sole governing document of the Company, amending and restating the Amended and Restated Limited Liability Company Agreement, dated as of November 6, 2009 (the “Original Agreement”), which amended and restated the Limited Liability Company Agreement of the Company, dated as of June 27, 2008 and hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act: “Act” shall mean the Delaware Limited Liability Company Act, 6 Del.C. §§ 18-101-et seq., as amended from time to time.

Affiliate: “Affiliate” of another Person shall mean any Person directly or indirectly controlling, controlled by, or under common control with, such other person.

Agreed Value: “Agreed Value” shall mean the fair market value of Contributed Property or services rendered as agreed to by the contributing Member and the Company, using such reasonable method of valuation as they may adopt.

Agreement: “Agreement” shall mean this Amended and Restated Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Assets: shall have the meaning set forth in Section 3.1(a).

Assignee: “Assignee” shall mean a Person who has acquired a share of the Company’s profits and losses and such rights to receive distributions from the Company as are assigned to that Person, but who is not a Substitute Member.

Bankruptcy: “Bankruptcy” shall mean, with respect to any Person, (A) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (B) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

Capital Contribution: “Capital Contribution” shall mean the amount in cash contributed and the Agreed Value of other property contributed by each Member (or its predecessors in interest) to the capital of the Company for such Member’s Membership Interest.

Cash Flow: “Cash Flow” for any period shall mean operating cash flow, which shall be defined according to generally accepted accounting principles, before deduction for depreciation, cost recovery or other noncash expenses of the Company during that period.

Code: “Code” shall mean the Internal Revenue Code of 1986, as amended.

Company: “Company” shall mean World Omni Auto Leasing LLC, the Delaware limited liability company continued pursuant to the Act and this Agreement.

Contributed Property: “Contributed Property” shall mean each Member’s interest in property or other consideration (excluding services and cash) contributed to the Company by such Member.

Director: “Director” shall have the meaning set forth in Section 7.2.

Dispose, Disposing or Disposition: “Dispose,” “Disposing” or “Disposition” shall mean a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance (including, without limitation, by operation of law), or any act thereof.

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Independent Director: “Independent Director” shall mean a Director of the Company who shall not at the present, at anytime during the preceding five years nor while serving as Director be (i) a director (with the exception of serving as the Independent Director of the Company or any Affiliate), officer, partner; member, attorney or counsel, employee or former employee of the Company or any Affiliate, (ii) a holder (directly or indirectly) of any voting securities of any Affiliate, (iii) a customer, supplier or other person who derives any of its purchases or revenues from its activities with the Company, (iv) a natural person related to any such director, officer, partner, member, attorney or counsel, employee or former employee; customer, supplier, or holder (directly or indirectly) of any voting securities of any Affiliate. For purposes of this definition only, “Affiliate” shall mean any entity other than the Company (but excluding any similarly organized special purpose finance subsidiary of an Affiliate) (i) which owns beneficially, directly or indirectly, more than 10% of the outstanding Membership Interests of the Company, (ii) which is in control of the Company, as currently defined under § 230.405 of the Rules and Regulations of the Securities and Exchange Commission, 17 C.P.R. § 230.405, (iii) of which 10% or more of the outstanding equity interests is owned beneficially, directly or indirectly, by any entity described in clause (i) or (ii) above, or (iv) which is controlled by an entity described in clause (i) or (ii) above, as currently defined under § 230.405 of the rules and Regulations of the Securities and Exchange Commission, 17 C.F.R. § 230.405.

IRS: “IRS” shall mean the Internal Revenue Service.

Managing Member: “Managing Member” shall mean the Member and any successor Managing Member appointed pursuant to this Agreement, each in its capacity as a managing member of the Company.

Member: “Member” shall mean Auto Lease Finance LLC in its capacity as managing member of the Company, and includes any Person admitted as an additional member of the Company or a Substitute Member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, that the term “Member” shall not include the Springing Member.

Membership Interest: “Membership Interest” shall mean the limited liability company interest of the Member in the Company, including, without limitation, rights in the capital of the Company, rights to receive distributions (liquidating or otherwise) and allocations of profits and losses. The Member’s Membership Interest shall be expressed as a percentage which shall equal the ratio that the value of the Capital Contributions made by such Member bears to the Capital Contributions of all members. The initial Member’s initial Membership Interest shall be one hundred percent (100%).

Person: “Person” shall have the meaning given that term in Section 18-101(12) of the Act.

Rating Agency: “Rating Agency” shall mean any nationally-recognized statistical rating organization that provides a rating at the request of the Company with respect to Securities.

Securities: “Securities” shall mean any certificate, notes or other securities issued by a Trust.

Securitization Agreements: “Securitization Agreements” shall have the meaning set forth in Section 3.1(a)(iii) and includes, without limitation, any trust agreement between the Company and an owner trustee or Delaware trustee party thereto, and any amendments, supplements or other modifications made thereto from time to time, any exchange note sale agreement between the Company and Auto Lease Finance LLC or any other seller, and any amendments, supplements or other modifications made thereto from time to time, and any exchange note transfer agreement, between the Company and any Trust or other issuing entity and/or buyer, and amendments, supplements or other modifications made thereto from time to time.

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Springing Member: “Springing Member” has the meaning set forth in Section 8.1(b).

Substitute Member: “Substitute Member” shall mean any Person to whom a Membership Interest in the Company has been transferred and who was not the Member immediately prior to such transfer and who has been admitted to the Company as the Member pursuant to and in accordance with the provisions of Article IV of this Agreement.

Trust: “Trust” means any trust (including any statutory trust) formed by the Company.

ARTICLE II
ORGANIZATION

Section 2.1 Continuation. The undersigned hereby amend and restate the Original Agreement and execute this Agreement for the purpose of setting forth the rights and obligations of the Member, the Springing Member and the Independent Directors.

Section 2.2 Name. The name of the limited liability company continued hereby is World Omni Auto Leasing LLC.

Section 2.3 Certificate of Formation; Foreign Qualification. Sven Soderberg, as an authorized person, within the meaning of the Act, executed and caused the delivery and filing of the Certificate of Formation of the Company in the office of the Secretary of State of the State of Delaware, in accordance with the Act on June 26, 2008. Immediately following such filing, the Managing Member was designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware. Prior to the Company’s conducting business in any jurisdiction other than the State of Delaware, the Managing Member of the Company shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Managing Member, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Managing Member of the Company, each Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the qualification of the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

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Section 2.4 No State Law Partnership; Liability to Third Parties; Federal Taxation. The Member intends that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purpose including federal and state tax purposes, and that this Agreement not be construed to suggest otherwise. The Member, on behalf of the Company, will elect for the Company to be a nonentity for federal tax purposes. Except as otherwise specifically provided in the Act, no member of the Company shall be liable for the debts, obligations or liabilities of the Company whether arising in contract, tort or otherwise, including under a judgment, decree or order of a court, solely by reason of being a member of the Company.

ARTICLE III
PURPOSES AND POWERS, PRINCIPAL OFFICE, REGISTERED
AGENT, PERIOD OF DURATION AND MEMBER LIST

Section 3.1 Purposes and Powers. (a) The Company has been formed solely for the following purposes:

(i) purchasing or otherwise acquiring from time to time all right, title and interest in and to exchange notes secured by a reference pool of motor vehicle lease contracts, monies due thereunder and related rights and other property appurtenant thereto and proceeds of any of the foregoing (collectively, “Assets”);

(ii) acquiring, owning, holding, servicing, selling, assigning, pledging granting security interests in, and otherwise dealing with the Assets, collateral securing the Assets, related insurance policies, agreements with motor vehicle dealers or lessors or other originators or servicers of the Assets and any proceeds or further rights associated with any of the foregoing;

(iii) forming Trusts and transferring from time to time the Assets, or interests therein, cash or other assets owned by the Company to Trusts pursuant to one or more exchange note transfer agreements, trust agreements or other agreements, including any amendments to any of the foregoing, and executing and delivering  the foregoing agreements, purchase agreements, underwriting agreements or similar agreements which may be required or advisable to effect issuances and sales of Securities, administration agreements, custodial agreements, pledge agreements, security agreements, promissory notes, revolving liquidity notes, contribution agreements and any other agreement to provide credit or liquidity enhancement to or maintain the ratings assigned to any Security or increase the credit quality of any Security or that is otherwise necessary, suitable or convenient for the accomplishment of the transactions contemplated by this Section 3.1 (including any amendments to any of the foregoing, collectively, the “Securitization Agreements”);

(iv) authorizing, selling, delivering, acquiring, pledging and otherwise dealing with the Securities;

(v) holding and enjoying all of the rights and privileges of any subordinate or residual certificates issued under Securitization Agreements, and selling and delivering any interests for a purchase price determined under fair and commercially reasonable terms;

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(vi) preparing, executing and filing with the Securities Exchange Commission a registration statement, including a prospectus and forms of prospectus supplements relating to Securities;

(vii) preparing private placement memorandums relating to Securities to be offered and sold privately;

(viii) performing its obligations under each Securitization Agreement to which it is a party; and

(ix) engaging in any activity and exercising any powers permitted to limited liability companies organized under the Act that are incidental to and necessary, suitable or convenient for the accomplishment of the foregoing.

(b) The Company is hereby authorized to execute, deliver and perform, and the Member or any Director or officer on behalf of the Company are hereby authorized to execute and deliver, the Securitization Agreements and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Director, officer or other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of the Member or any Director or officer to enter into other agreements on behalf of the Company.

Section 3.2 Principal Office. The initial principal office of the Company is located at 190 Jim Moran Boulevard, Deerfield Beach, FL 33442. The principal office of the Company may be relocated from time to time by determination of the Managing Member.

Section 3.3 Registered Office; Registered Agent. The address of the registered office of the Company shall be c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County Delaware, 19801 and the registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company at such address.

Section 3.4 Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant the provisions of this Agreement.

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ARTICLE IV

MEMBERSHIP AND DISPOSITIONS OF INTERESTS

Section 4.1 Members. The name and the mailing address of the initial Member are as follows:

Name	Address
Auto Lease Finance LLC	190 Jim Moran Boulevard Deerfield Beach, FL 33442 Attn: Corporate Treasurer

Section 4.2 Elimination of Preemptive Rights. No Member shall be entitled as such, as a matter of right, to subscribe for or purchase interests in the Company of any class, now or hereafter authorized.

Section 4.3 Resignation. Except as otherwise provided in this Agreement, a Member does not have the right or power to resign from the Company as a Member.

Section 4.4 Restriction on the Disposition of the Membership Interest.

(a) Subject to compliance with all applicable provisions of this Section 4.4, any Member may Dispose of all or any part of its Membership Interest. The Person to whom a transfer of a Membership Interest is made shall be an Assignee of such interest but shall not be a Substitute Member unless admitted as a Substitute Member in accordance with Section 4.4(b).

(b) The Person to whom a Disposition is made as described in Section 4.4(a) shall have the right to become a Substitute Member only if (i) the Member making such Disposition grants the transferee the right to be a Substitute Member (which grant (subject to the following clause (ii)) is hereby permitted) and (ii) such admission as a Substitute Member is consented to by all of the Members and all members of the Board of Directors, which consent may not be unreasonably withheld.

(c) The Company shall not recognize for any purpose any purported Disposition of all or part of the Member’s Membership Interest or any right or interest appertaining thereto unless and until the Company has received a document (i) executed by both the Member effecting the Disposition and the Person acquiring such Membership Interest or part thereof, (ii) including the notice address of any Person to be admitted to the Company as a Substitute Member and such Person’s agreement to be bound by this Agreement in respect of the Membership Interest or part thereof being obtained, (iii) setting forth the Membership Interest of the parties to the Disposition after the Disposition, (iv) containing a warranty and representation that the Disposition was made in accordance with this Agreement and all applicable laws and regulations, and (v) the applicable Rating Agencies confirm that the transfer will not result in a qualification, withdrawal or downgrade of any Securities ratings. Each Disposition and, if applicable, admission complying with the provisions of this Section 4.4 is effective as of the date of the document described in this Section 4.4(c), but only if the other requirements of this Section 4.4 have been met and any such admission shall be deemed to be simultaneous with the related Disposition.

Section 4.5 [Reserved].

Section 4.6 Personal Representative. Upon the occurrence of any event that causes the Member to cease to be a member (other than the assignment by the Member of all its interest in the Company pursuant to Section 4.4 and the simultaneous admission of the assignee as a Substitute Member and continuation of the Company without dissolution) or the last remaining member to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member, effective as of the occurrence of the event that terminated the membership of such member in the Company.

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ARTICLE V

CAPITAL CONTRIBUTIONS

Section 5.1 Admission and Initial Capital Contributions. Auto Lease Finance LLC has been admitted as the initial Member of the Company, holding all of the Membership Interest, which Membership Interest has been duly authorized and validly issued to Auto Lease Finance LLC. The Member has contributed $1000.00, in cash and no other property, to the Company and may contribute (but shall have no obligation to contribute) in the future any additional capital deemed necessary by the Managing Member, in its sole discretion, for the operation of the Company. No other Person shall be admitted as an additional Member of the Company without the approval of the Member and the unanimous approvals of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors.

Section 5.2 Additional Capital; Adjustment of Membership Interests. Except as specifically set forth elsewhere in this Agreement, no Member shall be required to contribute capital to the company in excess of such Member’s initial Capital Contribution. The Membership Interests of the Members shall be adjusted to reflect (i) additional capital contributed to the Company by one or more Members, (ii) the transfer of Membership Interests, or (iii) the resignation of a Member. As of the time of an event specified in the immediately preceding sentence, the Membership Interest of the Members may be adjusted by the Managing Member, in its discretion, to reflect the relative capital accounts of the Members after giving effect to any additional capital contributed to, or amounts distributed by, the Company, as the case may be, and any appreciation or depreciation in the fair market value of the Company’s property.

Section 5.3 Return of Contributions. A Member is not entitled to demand the return of any part of its Capital Contribution or to payment of interest in respect of either its capital account or its Capital Contribution. Except as otherwise expressly set forth in this Agreement, neither the Company nor any Member has any obligation to return the Capital Contribution of a Member.

ARTICLE VI

ACCOUNTING AND DISTRIBUTION

Section 6.1 Books; Fiscal Year Accounting Terms.

(a) The books of the Company shall be kept on the accrual basis and in accordance with generally accepted accounting principles consistently applied.

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(b) The fiscal year of the Company for financial and tax reporting purposes shall end on December 31 of each year.

Section 6.2 Distributions of Cash Flow. From time to time, the Managing Member shall determine to what extent (if any) there exists sufficient Cash Flow, after taking into account such working capital, capital expenditures and debt service reserves as it deems necessary, to permit a distribution of Cash Flow to the Members. Any such distribution shall be made to the Members proportionately in accordance with their Membership Interests. Notwithstanding any other provisions of this Agreement, any distribution by the Company to a Member on account of its interest in the Company shall be subject to the Act and other applicable law.

ARTICLE VII

MANAGEMENT LIABILITY OF MEMBERS,

RIGHTS TO OBTAIN INFORMATION

Section 7.1 Managing Member. The Managing Member shall have the authority to exercise the rights and obligations expressly granted to it in this Agreement.

Section 7.2 Board of Directors. The Company shall have a Board of Managers which shall be designated as the Company’s “Board of Directors” and each member of the Board of Directors shall be designated as a “Director.” Except for the authority granted to the Managing Member and the officers of the Company under this Agreement, all Company powers shall be by or under the authority of, and the business and affairs of the Company managed under the direction of, its Board of Directors. The Board of Directors shall also have such other authority set forth in this Agreement. The Directors are hereby designated as “managers” within the meaning of the Act. The Board of Directors in place immediately prior to the execution of this Agreement shall continue as the Board of Directors of the Company. Members of the Board of Directors may be appointed and removed from time to time by the Managing Member, in its sole discretion, provided, however, that the Company shall at all times have at least two Independent Directors. Each Director shall execute a counterpart to this Agreement. The Board of Directors shall hold meetings at such times and places to be agreed upon by a majority of the Board of Directors.

Section 7.3 Action by Directors. (a) Except as set forth in Subsection (d) of this Section, any action required by this Agreement to be taken by the Directors shall require the approval of not less than a majority of the Directors.

(b) Anything elsewhere in this Agreement to the contrary notwithstanding, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, no Member, Director, officer or other Person on behalf of the Company shall approve, nor shall the Company undertake (except as provided in, or pursuant to, the Securitization Agreements): (i) the incurrence or assumption on behalf of the Company, directly or indirectly, of any indebtedness, or (ii) the grant of a security interest of any nature whatsoever in the Company’s assets.

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(c) Anything elsewhere in this Agreement to the contrary notwithstanding, to the fullest extent permitted by law, no Member shall cause or permit the Company to, nor shall the Company (for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding): (i) engage in any dissolution, liquidation, consolidation or merger (with or into any other business entity) or, except as provided in Section 3.1 or pursuant to the Securitization Agreements, sell all or substantially all of its assets; (ii) engage in any business activity not described in Section 3 above; or (iii) amend, modify, waive or terminate the Certificate of Formation of the Company (except as otherwise expressly provided in this Agreement).

(d) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board of Directors, any officer or any other Person, the Company (and any Member, Director, officer or other Person on behalf of the Company) may take the following actions only with the affirmative vote of the Member and unanimous affirmative vote of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors; provided, however, that the Board of Directors may not vote on, or authorize the taking of, any of the following actions, unless there are two Independent Directors then serving in such capacity:

(i) make an assignment for the benefit of creditors;

(ii) file a voluntary petition in bankruptcy;

(iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation;

(iv) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (d);

(v) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or of all or any substantial part of the Company’s properties;

(vi) to the fullest extent permitted by law, voluntarily dissolve and wind up, or consolidate or merge with or into another entity or sell all or substantially all of the assets of the Company;

(vii) engage in any business activity not set forth in Section 3.1 of this Agreement; and

(viii) to the fullest extent permitted by law, take any action that would cause a Trust to: (a) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against it; (c) file a petition seeking, or consent to, reorganization or relief under any applicable Federal or state law relating to bankruptcy; (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of it or a substantial part of its property; (e) make a general assignment for the benefit of creditors; (f) admit in writing its inability to pay debts generally as they become due; or (g) take any action in furtherance of the actions set forth in clauses (a) through (f) above.

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(e) The Company may not amend, alter or repeal the definition of Independent Director, Section 3.1, Section 4.4, Section 7.2, Section 7.3, Section 8.1, Section 9.1 or Section 11.1 without the affirmative vote of the Member and the unanimous affirmative vote of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors and such additional approvals or consents, if any, as may be required under the Securitization Agreements.

(f) No Independent Director shall serve as a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company, any Affiliate of the Company, or a substantial part of their respective property. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 7.3(d). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to this Agreement. In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement.

Section 7.4 Officers. (a) The Company shall have an officer designated as the Company’s president (the “President”) who shall be appointed from time to time by the Managing Member. The President shall be the chief operating officer of the Company. Subject to Section 7.3, the President of the Company is hereby delegated the power, authority and responsibility of the day to day management, administrative, financial and implementive acts of the Company’s business. The President of the Company shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company. Subject to Section 7.3, other primary management functions of the Company shall be assigned by the Managing Member.

(b) The Company shall also have officers designated as vice presidents (“Vice Presidents”) who shall be appointed from time to time by the Managing Member. Subject to Section 7.3, the Vice Presidents shall have such powers and duties as may from time to time be assigned to them by the Managing Member or the President. At the request of the President, or in the case of his absence or disability, the Vice President designated by the President (or in the absence of such designation, the Vice President designated by the Managing Member) shall perform all the duties of the President and when so acting, shall have all the powers of the President.

(c) The Managing Member may appoint such other officers as it may deem advisable from time to time. Each officer of the Company shall hold office at the pleasure of the Managing Member, and the Managing Member may remove any officer at any time, with or without cause. Subject to Section 7.3, if appointed by the Managing Member, the officers shall have the duties assigned to them by the Managing Member.

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(d) Except to the extent otherwise modified herein, each officer shall have fiduciary duties identical to those of officers of business corporations organized under the General Corporation Law of the State of Delaware.

Section 7.5 Indemnification.

(a) General. Except as otherwise provided in this Section 7.5, and to the fullest extent permitted by applicable law, the Company shall indemnify the Member and any Director or officer and may indemnify any employee or agent of the Company, in each case, who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative and whether formal or informal) other than an action by or in the right of the Company, where such Person is a party because such Person is or was a Member, Director, officer, employee, or agent of the Company, for expenses, including attorney fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such Person. Except as otherwise provided in this Section 7.5, and to the fullest extent permitted by applicable law, the Company shall indemnify its Member and Directors against expenses, including, attorney fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Member or a Director in connection with an action, suit or proceeding relating to acts or omissions of that Member or Director regarding the items set forth in Section 7.3(d) of this Agreement.

(b) Permissive Indemnification. Except as otherwise provided in this Section 7.5, and to the fullest extent permitted by applicable law, the Company shall indemnify such Member, Director or officer and may indemnify such employee or agent against expenses, including attorney’s fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with the action, suit or proceeding. To the fullest extent permitted by law, the Company shall indemnify such Member, Director or officer and may indemnify such employee or agent pursuant to this Section 7.5 only if the Person acted in good faith and did not engage in willful misconduct or gross negligence. With respect to a criminal action or proceeding, the Person must have had no reasonable cause to believe such Person’s misconduct was unlawful. Unless ordered by a court any indemnification permitted under this Section 7.5(b) shall be made by the Company only as the Company authorizes in the specific case after (i) determining that the indemnification is proper under the circumstances because the Person to be indemnified has met the applicable standard of conduct and (ii) evaluating the reasonableness of the expenses and of the amounts paid in settlement. This determination and evaluation shall be made by a majority vote of the Members who are not parties or threatened to be made parties to the action, suit or proceeding or, if there is only one Member, by that Member. However, no indemnification shall be provided to any Member, Director, officer, employee, or agent of the Company for or in connection with (i) the receipt of a financial benefit to which the Person is not entitled; (ii) voting for or assenting to a distribution to Members in violation of this Agreement or the Act; (iii) a knowing violation of law; or (iv) acts or omissions of such Person constituting willful misconduct or gross negligence.

-12- 

(c) Mandatory Indemnification. To the extent that a Member, Director, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of an action, suit, or proceeding described in Section 7.5(a) or in defense of any claim, issue, or other matter in such action, suit or proceeding, such Person shall, to the fullest extent permitted by law, be indemnified against actual and reasonable expenses, including reasonable attorney fees, incurred by such Person in connection with the action, suit, proceeding and any action, suit or proceeding brought to enforce such mandatory indemnification.

Section 7.6 Exculpation; Duties.

(a) No Member, Director or officer of the Company shall be liable to the Company or any Person bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or officer by this Agreement, except that a Member, Director or officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or officer’s willful misconduct or gross negligence.

(b) To the extent that at law or in equity, the Managing Member or a Director, officer, employee or agent of the Company (each, an “Indemnified Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Member, any such Indemnified Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.

(c) Notwithstanding any other provision of this Agreement or any applicable provisions of law or equity or otherwise, whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion,” “discretion” or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Member, or (ii) in its “good faith” or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

ARTICLE VIII

DISSOLUTION, LIQUIDATION AND TERMINATION OF THE COMPANY

Section 8.1 Dissolution.

(a) The Company shall be dissolved and its affairs wound up upon the first to occur of the following (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any event which terminates the continued membership of the last remaining member of the Company in the Company, unless the Company is continued without dissolution as permitted by this Agreement or the Act, (ii) subject to Section 7.3, the written consent of all the Members and all members of the Board of Directors, including, without limitation, the Independent Directors or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. The Company shall not be dissolved as a result of there no longer being any members of the Company if the Company is continued without dissolution in accordance with Section 4.6 of this Agreement and the Act. Notwithstanding anything in this Agreement to the contrary, and to the fullest extent permitted by applicable law, the Company shall not be dissolved as long as any Securities which are assigned a rating by a Rating Agency are outstanding.

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(b) The Member shall cause the Company to have at all times one Person (other than the Member) bound by this Agreement who shall automatically become a member having no economic interest in the Company (the “Springing Member”) in accordance with this Section 8.1(b). Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon an assignment by the Member of all its interest in the Company pursuant to Section 4.4 and the simultaneous admission of the assignee as a Substitute Member and continuation of the Company without dissolution), the Springing Member shall, without any further act or vote being necessary and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a member having no economic interest in the Company. The Springing Member shall continue the Company without dissolution. In order to implement such admission of the Springing Member as a member, the initial Springing Member has executed a counterpart to this Agreement as of the date hereof and any replacement shall execute a counterpart to this Agreement. No Springing Member that has become a member of the Company may resign from the Company or transfer its rights as Springing Member unless a successor Springing Member has been admitted to the Company as Springing Member by executing a counterpart to this Agreement; provided, however, the Springing Member that has become a member shall automatically cease to be a member of the Company upon the admission to the Company of a Substitute Member. Pursuant to Section 18-301 of the Act, a Springing Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Springing Member, in its capacity as a member of the Company, may not bind the Company. Except as required by any mandatory provision of the Act, the Springing Member, in its capacity as a member of the Company, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. Prior to its admission to the Company as a member in accordance with this Section 8.1(b), the Springing Member shall not be a member of the Company.

(c) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or a Springing Member that has been admitted to the Company as a member, shall not cause such Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 8.2 Liquidation and Termination. On dissolution of the Company, the Managing Member shall appoint one or more Persons, which appointee or appointees may include itself, to act as a liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, subject to Section 7.3(d), the liquidator shall continue to operate the Company properties with all of the power and authority of the Managing Member and the Board of Directors. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the liquidator to minimize any losses resulting from liquidation. The liquidator, as promptly as possible after dissolution and again after final liquidation, shall cause a proper accounting to be made by a nationally recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable, and shall apply the proceeds of liquidation as set forth in the remaining sections of this Article VIII.

Section 8.3 Payment of Debts. The assets shall first be applied to the satisfaction of the liabilities of the Company (including, to the extent otherwise permitted by law, any loans or advances that may have been made by Members to the Company and the expenses of liquidation).

Section 8.4 Remaining Distribution. The remaining assets shall then be distributed to the Member in accordance with the Member’s positive capital account balance.

Section 8.5 Reserve. Notwithstanding anything to the contrary Section 8.4, the liquidator may retain such amount as it deems necessary as a reserve for any contingent, conditional or unmatured liabilities or obligations of the Company, which reserve, after the passage of a reasonable period of time as determined by the liquidator, shall be distributed in accordance with this Article VIII.

Section 8.6 Final Accounting. Each of the Members shall be furnished with a statement prepared by the Company’s certified public accountants; which shall set forth the assets and liabilities of the Company as of the date of the complete liquidation. Upon compliance by the liquidator with the foregoing distribution plan and the completion of the winding up of the Company, the liquidator shall execute and cause to be filed a Certificate of Cancellation and any and all other documents necessary with respect to termination and cancellation of the Company under the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation of the Company (as amended from time to time).

ARTICLE IX

AMENDMENTS

Section 9.1 Authority to Amend. Subject to Section 7.3, this Agreement and the Certificate of Formation may only be amended with approval of the Managing Member and the majority vote of the members of the full Board of Directors and such additional approvals or consents, if any, as may be required under the Securitization Agreements. The Managing Member shall provide prior written notice of any proposed amendment to each Rating Agency then rating any Security that remains outstanding, but only if such rating initially was provided at the request of the Company, any Trust or an affiliate thereof.

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ARTICLE X

POWER OF ATTORNEY

Section 10.1 Power. Each member irrevocably constitutes and appoints the Managing Member as his true and lawful attorney in his name, place and stead to make, execute, swear to, acknowledge, deliver and file:

(a) Any certificates or other instruments which may, be required to be filed by the Company under the laws of the State of Delaware or of any other state or jurisdiction in which the Managing Member shall deem it advisable;

(b) Any documents, certificates or other instruments, including but not limited to, any and all amendments and modifications of this Agreement or of the instruments described in Subsection 10.1(a) which may be required or deemed desirable by the Managing Member to effectuate the provisions of any part of this Agreement, and, by way of extension and not in limitation, to do all such other things as shall be necessary to continue and to carry on the business of the Company; and

(c) All documents, certificates or other instruments which may be required to effectuate the dissolution and termination of the Company, to the extent such dissolution and termination is authorized hereby. The power of attorney granted hereby shall not constitute a waiver of, or be used to avoid, the rights of the Members to approve certain amendments to this Agreement pursuant to Subsection 9.1 or be used in any other manner inconsistent with the status of the Company as a limited liability company or inconsistent with the provisions of this Agreement.

Section 10.2 Survival of Power. It is expressly intended by each Member that the foregoing power of attorney is coupled with an interest, is irrevocable and shall survive the death, retirement or adjudication of incompetency of such Member. The foregoing power of attorney shall survive the delivery of an assignment by the Member of its entire interest in the Company, except that where an assignee of such entire interest has become a Substitute Member, then the foregoing power of attorney of the assignor Member shall survive the delivery of such assignment for the sole purpose of enabling the Managing Member to execute, acknowledge and file any and all instruments necessary to effectuate such substitution.

ARTICLE XI

SEPARATE LEGAL ENTITY

Section 11.1 Separate Legal Entity. Anything elsewhere in this Agreement or in the Certificate of Formation to the contrary notwithstanding, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, the Company covenants that (except as provided in or contemplated by any Securitization Agreement):

(a) It shall not enter into any contractual obligation with any Affiliate of the Company or the Managing Member, any constituent party of the Company or any shareholder of the Managing Member, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length and commercially reasonable basis with a Person other than any such Affiliate, constituent party or shareholder.

-15- 

(b) It shall: (i) maintain and prepare financial reports and statements showing its assets and liabilities separate and apart from those of any other Person and will not have its assets listed on the financial statement of any other entity; (ii) maintain its books, records and bank accounts separate from those of its Affiliates, any constituent party and any other Person; and (iii) not permit any Affiliate or constituent party independent access to its bank accounts.

(c) It shall not commingle any of the funds and other assets of the Company with those of any Affiliate or constituent party or any other Person and shall hold all of its assets in its own name.

(d) It shall conduct its own business in its own name.

(e) It is and will remain solvent and shall pay its own debts, liabilities and expenses (including employment and overhead expenses) only out of its own assets as the same shall become due, provided, however, the foregoing shall not require the Member to make any additional capital contributions to the Company.

(f) It has done, or caused to be done, and shall do all things necessary to observe limited liability company formalities, as applicable, and other organizational formalities, and preserve its existence, and it shall not, nor will it permit any constituent party to, amend, modify or otherwise change the Certificate of Formation of the Company or this Agreement in a manner which would adversely affect the existence of the Company as a single purpose entity.

(g) It shall pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations, provided, however, the foregoing shall not require the Member to make any additional capital contributions to the Company.

(h) It shall compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets alt obligations of any kind incurred, provided, however, the foregoing shall not require the Member to make any additional capital contributions to the Company.

(i) It does not, and shall not, guarantee, become obligated for, or hold itself or its credit out to be responsible for or available to satisfy, the debts or obligations of any other Person or the decisions or actions respecting the daily business or affairs of any other Person.

(j) It shall not acquire obligations or securities in any Affiliate or any of the Members. It shall not buy or hold any evidence of indebtedness issued by any other Person (other than cash and investment-grade securities).

(k) It shall allocate fairly and reasonably the cost of: (i) any overhead expenses shared with any Member, Affiliate or with any Affiliate of any Member; and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Company and one or more Affiliates.

-16- 

(l) It shall maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates) and maintain a separate sign in the office directory (if applicable) of the Company.

(m) It has not made any loans or advances to, or pledged its assets (except as provided in the Securitization Agreements) for the benefit of, and shall not make any loans or advances to, or pledge its assets (except as provided in the Securitization Agreements) for the benefit of, any Person, including, without limitation, any Affiliate, constituent party, or any Affiliate of any constituent party.

(n) It shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other Person and shall correct any known misunderstanding regarding its separate identity.

(o) It shall not identify itself as a division of any other Person.

(p) It shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, provided, however, the foregoing shall not require the Member to make any additional capital contributions to the Company.

(q) It has and shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party, any guarantor, or any Affiliate of any constituent party or guarantor, or any other Person.

(r) It shall at all times cause there to be at least two duly appointed Independent Directors.

ARTICLE XII

Miscellaneous

Section 12.1 Method of Giving Consent. Any consent of the Member required by this Agreement may be given by a written consent, given by the consenting Member and received by the Person soliciting such consent. Any consent of a member of the Board of Directors required by this Agreement may be given by a written consent given by the consenting member of the Board of Directors and received by the Person soliciting such consent.

Section 12.2 Governing Law. This Agreement and the rights and duties of all Members shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws.

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Section 12.3 Agreement for Further Execution. At any time or times upon the request of the Managing Member, each Member agrees to sign and swear to any certificate, any amendment to or cancellation of such certificate, acknowledge similar certificates or affidavits or certificates of fictitious firm name or the like (and any amendments or cancellations thereof) required by the laws of the State of Delaware, or any other jurisdiction in which the Company does, or proposes to do, business. This Section 12.3 shall not prejudice or affect the rights of the Members to approve amendments to this Agreement pursuant to Section 9.1.

Section 12.4 Entire Agreement. This Agreement contains the entire understanding between the parties and supersedes any prior understandings or agreements between them respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between the parties hereto relating to the subject matter of this Agreement which are not fully expressed.

Section 12.5 Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Company does business. If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable; the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

Section 12.6 Notices. Notices to Members or to the Company shall be deemed to have been given when personally delivered or mailed, by prepaid registered or certified mail, addressed as set forth in this Agreement, unless a notice of change of address has previously been given in writing by the addressee to the addressor, in which case such notice shall be addressed to the address set forth in such notice of change of address.

Section 12.7 Counterparts. This Agreement may be executed in multiple counterparts, each one of which shall constitute an original executed copy of this Agreement

Section 12.8 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.

Section 12.9 Titles and Captions. All titles and captions are for convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provisions of this Agreement.

Section 12.10 Binding Agreement. Notwithstanding any other provision, of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding obligation of the Member, and is enforceable against the Member by the Independent Directors, in accordance with its terms. In addition, the Independent Directors shall be intended beneficiaries of this Agreement.

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, as of the date first set forth above.

MEMBER:

AUTO LEASE FINANCE LLC

By: WORLD OMNI FINANCIAL CORP.,

its sole Member

By: /s/ Bryan Romano

Name: Bryan Romano
Title: Assistant Treasurer

INDEPENDENT DIRECTOR:

By: /s/ Bernard J. Angelo

Name: Bernard J. Angelo

INDEPENDENT DIRECTOR:

By: /s/ Kevin P. Burns

Name: Kevin P. Burns

SPRINGING MEMBER:

WORLD OMNI RECEIVABLES, INC.

By: /s/ Beth M. Kearton

Name: Beth M. Kearton

Acknowledged and Agreed by other Directors:

By: /s/ Brent D. Burns

Name: Brent D. Burns

By: /s/ Colin W. Brown

Name: Colin W. Brown

By: /s/ Daniel M. Chait

Name: Daniel M. Chait

EX-10.1

EXHIBIT 10.1

SECOND AMENDED AND RESTATED

TRUST AGREEMENT

of

WORLD OMNI LT,

a Delaware statutory trust

dated as of July 16, 2008

among

AUTO LEASE FINANCE LLC,

as Initial Beneficiary,

WORLD OMNI FINANCIAL CORP.,

as Titling Trust Administrator,

VT INC.,

as Titling Trustee,

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Delaware Trustee,

and

U.S. BANK NATIONAL ASSOCIATION,

as Initial Titling Trustee Agent

Titling Trust Agreement

TABLE OF CONTENTS

		Page
ARTICLE I USAGE AND DEFINITIONS
Section 1.1	Definitions.	2
Section 1.2	Usage.	11
ARTICLE II ORGANIZATION OF THE TRUST
Section 2.1	Name.	12
Section 2.2	Office.	12
Section 2.3	Purposes and Powers.	12
Section 2.4	Banking Activities.	14
Section 2.5	Appointment of the Titling Trustee and Delaware Trustee.	15
Section 2.6	Contribution and Conveyance of Titling Trust Assets.	15
Section 2.7	Declaration of Trust.	15
Section 2.8	Representations and Warranties of World Omni as Titling Trust Administrator.	15
Section 2.9	Tax Reporting and Characterization.	16
Section 2.10	Execution of Documents.	17
Section 2.11	Conduct of Operations.	17
Section 2.12	No State Law Partnership.	20
Section 2.13	Titling of Titling Trust Vehicles.	20
Section 2.14	Enforcement of Titling Trust Leases.	20
Section 2.15	Liability to Third Parties.	21
Section 2.16	No Personal Liability of any Holder.	21
Section 2.17	Limited Liability and Bankruptcy Remoteness.	21
Section 2.18	Term.	21
ARTICLE III MANAGEMENT OF THE TITLING TRUST
Section 3.1	General Management of the Titling Trust.	22
Section 3.2	Restrictions on the Power of the Titling Trustee.	22
Section 3.3	Duties and Obligations of the Titling Trustee.	22
Section 3.4	Delegation of Certain Titling Trustee Duties and Obligations to the Titling Trust Administrator.	24
ARTICLE IV SPECIFIED INTERESTS
Section 4.1	Designation of the Specified Interests.	24
Section 4.2	Capital Contributions.	26
Section 4.3	Allocation of Specified Assets; Servicing Agreements.	26
Section 4.4	Asset Removal Procedures.	31
Section 4.5	Accounts of the Titling Trust.	32
Section 4.6	Titling Trust Debts.	32
ARTICLE V THE CERTIFICATES
Section 5.1	Authentication and Delivery; Form.	33
Section 5.2	Mutilated, Destroyed, Lost or Stolen Certificates.	34

ii Titling Trust Agreement

Section 5.3	Persons Deemed Holders.	34
Section 5.4	Registration of Transfer and Exchange of Certificates.	34
Section 5.5	Maintenance of Office or Agency.	35
Section 5.6	Cooperation with Servicers.	35
Section 5.7	Registered Pledge.	36
ARTICLE VI ACCOUNTING AND REPORTS TO HOLDERS
ARTICLE VII THE TITLING TRUST ADMINISTRATOR AND THE TRUSTEES
Section 7.1	Appointment of the Titling Trust Administrator; Duties of the Titling Trust Administrator and the Titling Trustee.	36
Section 7.2	Authorization of the Titling Trust Administrator and the Trustees.	37
Section 7.3	Acceptance of Duties; Limitation of Liability.	37
Section 7.4	Action upon Instruction by Holders.	39
Section 7.5	Furnishing of Documents.	39
Section 7.6	Representations and Warranties of the Trustees; Agreements Regarding Stock.	39
Section 7.7	Reliance; Advice of Counsel.	42
Section 7.8	Compensation and Reimbursement.	43
Section 7.9	Resignation or Removal of Titling Trust Administrator and the Trustees.	43
Section 7.10	Merger or Consolidation of Titling Trust Administrator or the Titling Trustee.	45
Section 7.11	Eligibility Requirements for the Trustees.	45
Section 7.12	Agents of the Trust Representatives.	45
ARTICLE VIII TERMINATION OF TRUST AGREEMENT
Section 8.1	Termination of Trust Agreement.	48
ARTICLE IX AMENDMENTS
Section 9.1	Amendments.	49
ARTICLE X LIABILITIES; INDEMNIFICATION
Section 10.1	Liabilities; Indemnification.	50
Section 10.2	Indemnification of the Titling Trustee Agents and the Trustees.	51
ARTICLE XI MISCELLANEOUS
Section 11.1	No Legal Title to Titling Trust Assets; Direction of the Titling Trust Administrator.	52
Section 11.2	Limitations on Rights of Others.	53
Section 11.3	Notices.	53
Section 11.4	GOVERNING LAW.	54
Section 11.5	Severability; Conflict with Delaware Statutory Trust Act.	54
Section 11.6	Counterparts.	55
Section 11.7	Headings.	55
Section 11.8	Successors and Assigns.	55
Section 11.9	No Recourse.	55
Section 11.10	No Petition.	55
Section 11.11	Confidential Information.	56

iii Titling Trust Agreement

EXHIBITS
Exhibit A	Form of Specification Notice
Exhibit B	Form of Certificate
Exhibit C	Form of Notice of Registered Pledge
Exhibit D	Form of Certificate of Trust
Exhibit E	Form of Certificate of Merger
Exhibit F	Form of Addition Notice
Exhibit G	Form of Reallocation Notice
SCHEDULES
Schedule A	Authorized Officers of the Initial Beneficiary and the Titling Trust Administrator
Schedule B	Authorized Officers of the Titling Trustee
Schedule C	Initial Designated Notice Recipients

iv Titling Trust Agreement

INDEX OF TERMS DEFINED IN THIS

TITLING TRUST AGREEMENT OR IN THE

INTERCREDITOR AGREEMENT

A
Addition Date	Titling Trust Agreement, Section 1.1
Addition Notice	Titling Trust Agreement, Section 1.1
Affiliate	Titling Trust Agreement, Section 1.1
Alabama Trust	Titling Trust Agreement, Recitals
Alabama Trust Agreement	Titling Trust Agreement, Section 1.1
Alabama Trustee	Titling Trust Agreement, Section 1.1
ALF LLC	Titling Trust Agreement, Preamble
ALF LP	Titling Trust Agreement, Recitals
ALHC	Schedule I to the Intercreditor Agreement
Applicable Asset Annex	Titling Trust Agreement, Section 1.1
Applicable Law	Titling Trust Agreement, Section 1.1
Asset Removal Procedures	Titling Trust Agreement, Section 4.4
Assignment Date	Titling Trust Agreement, Section 1.1
Assignment Notice	Titling Trust Agreement, Section 1.1
Authorized Officer	Titling Trust Agreement, Section 1.1
B
Bank	Titling Trust Agreement, Section 2.4(d)
Bank of America	Schedule I to the Intercreditor Agreement
Bankruptcy Code	Titling Trust Agreement, Section 1.1
Beneficial Interest	Titling Trust Agreement, Section 1.1
Borrower Novation Agreement	Titling Trust Agreement, Section 1.1
BTM	Schedule I to the Intercreditor Agreement
BTM Receivables Financing Agreement	Schedule I to the Intercreditor Agreement
Business Day	Titling Trust Agreement, Section 1.1
C
Certificate	Titling Trust Agreement, Section 4.1(a)
Certificate of Merger	Titling Trust Agreement, Section 1.1
Certificate of Title	Titling Trust Agreement, Section 1.1
Certificate of Trust	Titling Trust Agreement, Section 1.1
Certificate Register	Titling Trust Agreement, Section 5.4(a)
Certificates of Title	Titling Trust Agreement, Section 1.1
Class	Titling Trust Agreement, Section 4.3(b)(iii)
Closed-End Collateral Agency Agreement	Schedule I to the Intercreditor Agreement
Closed-End Collateral Specified Interest	Schedule I to the Intercreditor Agreement
Closed-End Collateral Specified Interest Certificate	Schedule I to the Intercreditor Agreement
Closed-End Security Agreement	Schedule I to the Intercreditor Agreement
Code	Titling Trust Agreement, Section 1.1
Collection Period	Titling Trust Agreement, Section 1.1
Collections	Titling Trust Agreement, Section 1.1
Confidential Information	Titling Trust Agreement, Section 11.11(b)
Corporate Trust Office	Titling Trust Agreement, Section 1.1
D
Dealer	Titling Trust Agreement, Section 1.1
Delaware Statutory Trust Act	Titling Trust Agreement, Section 1.1
Delaware Trustee	Titling Trust Agreement, Preamble
Designated Notice Recipient	Titling Trust Agreement, Section 1.1

v Titling Trust Agreement

E
Enhancement	Titling Trust Agreement, Section 1.1
Enhancement Document	Titling Trust Agreement, Section 1.1
Existing Party	Intercreditor Agreement, Section 3.1(a)
F
First Amended and Restated Trust Agreement	Titling Trust Agreement, Recitals
Fixed Specified Interest	Titling Trust Agreement, Section 4.3(b)(ii)
G
G-L-B Act	Titling Trust Agreement, Section 11.11(a)
Governmental Authority	Titling Trust Agreement, Section 1.1
Grantor	Titling Trust Agreement, Recitals
H
Holder	Titling Trust Agreement, Section 1.1
Holding Company	Intercreditor Agreement, Preamble
I
Indemnified Person	Titling Trust Agreement, Section 10.1(a)
Indemnified Persons	Titling Trust Agreement, Section 10.2(a), Titling Trust Agreement, Section 10.1(a)
Information Recipients	Titling Trust Agreement, Section 11.11(a)
Initial Beneficiary	Titling Trust Agreement, Preamble
Initial Titling Trust Debt Documents	Titling Trust Agreement, Section 1.1
Initial Titling Trustee Agent	Titling Trust Agreement, Section 7.12(d)(i)
Insolvency Event	Titling Trust Agreement, Section 1.1
Intercreditor Agreement	Intercreditor Agreement, Preamble, Titling Trust Agreement, Section 1.1
Interest Holder	Intercreditor Agreement, Section 1.1
Interim Trust Agreement	Titling Trust Agreement, Recitals
J
Joinder Agreement	Intercreditor Agreement, Section 3.1(a)
L
Lease Files	Titling Trust Agreement, Section 1.1
Lessee	Titling Trust Agreement, Section 1.1
Liabilities	Titling Trust Agreement, Section 10.1(a)
Lien	Titling Trust Agreement, Section 1.1
Liquid Titling Trustee Assets	Titling Trust Agreement, Section 7.6(c)(ii)(B)
M
Merger	Titling Trust Agreement, Recitals
Merger Agreement	Titling Trust Agreement, Recitals
Multi-Bank Receivables Financing Agreement	Schedule I to the Intercreditor Agreement
Multiple-Use SPV	Intercreditor Agreement, Section 1.1
N
Notice of Registered Pledge	Titling Trust Agreement, Section 5.4(e)
O
Open-End Collateral Specified Interest	Schedule I to the Intercreditor Agreement
Open-End Collateral Specified Interest Certificate	Schedule I to the Intercreditor Agreement
Open-End Credit and Security Agreement	Schedule I to the Intercreditor Agreement, Schedule I to the Intercreditor Agreement

vi Titling Trust Agreement

Opinion of Counsel	Titling Trust Agreement, Section 1.1
Other Assets, Rights and Interests	Intercreditor Agreement, Section 2.1(b)
P
Pass-Through Entity	Titling Trust Agreement, Section 5.1(d)(iii)
Permitted Transactions	Titling Trust Agreement, Section 2.3
Person	Titling Trust Agreement, Section 1.1
R
Rating Agency	Titling Trust Agreement, Section 1.1
Reallocation Date	Titling Trust Agreement, Section 1.1
Reallocation Notice	Titling Trust Agreement, Section 1.1
Registered Pledge	Titling Trust Agreement, Section 5.4(e)
Registered Pledgee	Titling Trust Agreement, Section 1.1
Related Assets, Rights and Interests	Intercreditor Agreement, Section 2.1(b)
Related Specified Assets	Intercreditor Agreement, Section 1.1
Related Specified Interest	Intercreditor Agreement, Section 1.1
Representative Capacities	Intercreditor Agreement, Section 1.1
Representative Capacity	Intercreditor Agreement, Section 1.1
Representative Party	Intercreditor Agreement, Section 1.1
Revolving Specified Interest	Titling Trust Agreement, Section 4.3(b)(ii)
S
Secured Titling Trust Creditor	Titling Trust Agreement, Section 1.1
Secured Titling Trust Debt	Titling Trust Agreement, Section 1.1
Securitization Entity	Titling Trust Agreement, Section 1.1
Series	Titling Trust Agreement, Section 4.1(a)
Series Collateral Agents	Intercreditor Agreement, Section 1.1
Series Cutoff Date	Titling Trust Agreement, Section 4.3(b)(v)
Series Issue Date	Titling Trust Agreement, Section 4.3(b)(i)
Servicer	Titling Trust Agreement, Section 4.3(a)
Servicing Agreement	Titling Trust Agreement, Section 1.1
Specification Notice	Titling Trust Agreement, Section 4.3(b)
Specified Asset	Titling Trust Agreement, Section 1.1
Specified Asset Amount	Titling Trust Agreement, Section 1.1
Specified Asset Percentage	Titling Trust Agreement, Section 1.1
Specified Asset Titling Trust Administrator Fee	Titling Trust Agreement, Section 1.1
Specified Asset Titling Trustee Fee	Titling Trust Agreement, Section 1.1
Specified Interest	Titling Trust Agreement, Section 4.1(a)
Specified Interest Default Condition	Titling Trust Agreement, Section 1.1
Specified Lease	Titling Trust Agreement, Section 1.1
Specified Vehicle	Titling Trust Agreement, Section 1.1
T
Titling Trust	Titling Trust Agreement, Recitals
Titling Trust Administrator	Titling Trust Agreement, Preamble
Titling Trust Agreement	Intercreditor Agreement, Section 1.1, Titling Trust Agreement, Preamble
Titling Trust Assets	Titling Trust Agreement, Section 1.1
Titling Trust Creditor	Titling Trust Agreement, Section 1.1
Titling Trust Debt	Titling Trust Agreement, Section 1.1
Titling Trust Debt Document	Titling Trust Agreement, Section 1.1
Titling Trust Debt Specified Interest	Titling Trust Agreement, Section 4.3(b)(vii)
Titling Trust Lease	Titling Trust Agreement, Section 1.1
Titling Trust Vehicle	Titling Trust Agreement, Section 1.1
Titling Trustee	Titling Trust Agreement, Preamble

vii Titling Trust Agreement

Treasury Regulations	Titling Trust Agreement, Section 1.1
TRO Default	Titling Trust Agreement, Section 1.1
TRO Document	Titling Trust Agreement, Section 1.1
TRO Holder	Titling Trust Agreement, Section 1.1
TRO Holder Representative	Intercreditor Agreement, Section 1.1
Trust Agency Agreement	Titling Trust Agreement, Section 7.12
Trust Agent	Titling Trust Agreement, Section 7.12
Trust Document	Titling Trust Agreement, Section 1.1
Trust Representative	Titling Trust Agreement, Section 1.1
Trust Representatives	Titling Trust Agreement, Section 1.1
Trustee	Titling Trust Agreement, Section 1.1
Trustee Stock	Titling Trust Agreement, Section 7.6(c)
U
U.S. Bank	Titling Trust Agreement, Preamble
U.S. Bank Trust	Titling Trust Agreement, Preamble
Undertaking	Titling Trust Agreement, Section 1.1
V
VT Inc.	Intercreditor Agreement, Preamble, Titling Trust Agreement, Section 1.1
W
Warehouse Facility Lender	Schedule I to the Intercreditor Agreement
Warehouse Facility Lenders	Schedule I to the Intercreditor Agreement
World Omni	Titling Trust Agreement, Preamble

viii Titling Trust Agreement

SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated and effective as of July 16, 2008 (the “Titling Trust Agreement”), among AUTO LEASE FINANCE LLC, a Delaware limited liability company (“ALF LLC”), as initial beneficiary (in such capacity, the “Initial Beneficiary”), WORLD OMNI FINANCIAL CORP., a Florida corporation (“World Omni”) as titling trust administrator (in such capacity, the “Titling Trust Administrator”), VT INC., an Alabama corporation, as trustee (in such capacity, the “Titling Trustee”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (“U.S. Bank Trust”), as co-trustee (in such capacity, the “Delaware Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as Initial Titling Trustee Agent (as defined herein).

BACKGROUND

1. Auto Lease Finance L.P., a Delaware limited partnership (“ALF LP”), has established World Omni LT, a Delaware statutory trust (the “Titling Trust”), pursuant to the Certificate of Trust (as defined herein) and a Trust Agreement, dated and effective as of June 25, 2007 (the “Interim Trust Agreement”), among ALF LP, as grantor (in such capacity, the “Grantor”), World Omni, as Servicer, the Titling Trustee, and the Delaware Trustee, as amended and restated by the Amended and Restated Trust Agreement, dated and effective as of March 30, 2008 (the “First Amended and Restated Trust Agreement”), among the Grantor, World Omni, as Servicer and as Titling Trust Administrator, the Titling Trustee, and the Delaware Trustee.

2. On the date that the Titling Trust was established, (A) ALF LP held the entire beneficial interest in the Titling Trust, (B) the Initial Beneficiary was the general partner of ALF LP and (C) World Omni, as a limited partner, owned 99% of the economic interest in ALF LP.

3. World Omni LT, an Alabama business trust (the “Alabama Trust”), was established pursuant to the Alabama Trust Agreement (as defined herein).

4. On or around July 16, 2008, the Alabama Trust will merge with and into the Titling Trust (the “Merger”) pursuant to (A) the Agreement and Plan of Merger, dated July 16, 2008 (the “Merger Agreement”), between the Alabama Trust and the Titling Trust, and the filing of a “Certificate of Merger” with the Secretary of State of the State of Alabama and the filing of a “Certificate of Merger” with the Secretary of State of the State of Delaware. The Titling Trust will be the surviving entity pursuant to the Merger. Such merger has been approved by ALF LP, as the sole beneficial owner of each of the Alabama Trust and the Titling Trust, by VT, Inc., as the trustee of each of the Alabama Trust and the Titling Trust and by U.S. Bank Trust, as co-trustee of the Titling Trust.

5. On the date of, and simultaneously with the execution and delivery of, this Titling Trust Agreement, (A) World Omni is transferring all of its partnership interests in, and other rights with respect to, ALF LP to the Initial Beneficiary and (B) ALF LP is being dissolved, with the Initial Beneficiary succeeding to all of the rights of ALF LP in and with respect to the Titling Trust. The Initial Beneficiary is executing this Titling Trust Agreement as the successor to ALF LP of all the rights of ALF LP in, to and under the First Amended and Restated Trust Agreement.

6. The parties now wish to amend and restate the First Amended and Restated Trust Agreement to more fully set forth the rights and obligations of the parties.

Titling Trust Agreement

The parties agree as follows:

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1 Definitions.

Capitalized terms used but not otherwise defined in this Titling Trust Agreement are defined below or, if not defined in this Titling Trust Agreement (including in this Section 1.1), are defined in the Intercreditor Agreement (as defined below).

“Addition Date” means, with respect to any Specified Asset, the date as of which such Specified Asset is acquired by the Titling Trust for allocation to a previously designated Revolving Specified Interest pursuant to Section 4.3(d).

“Addition Notice” means a notice provided to the Titling Trust Administrator pursuant to Section 4.3(d).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Alabama Trust Agreement” means the Third Amended and Restated Trust Agreement of World Omni LT, an Alabama trust, dated as of September 10, 2004, among ALF LP, as grantor and sole beneficiary, VT Inc., as trustee, and, for the limited purposes set forth therein, U.S. Bank.

“Alabama Trustee” means VT Inc., in its capacity as trustee under the Alabama Trust Agreement, and otherwise engaging in the activities described in Section 6.07(e) of the Alabama Trust Agreement.

“Applicable Asset Annex” means a schedule that is (1) attached to the Specification Notice delivered with respect to any Specified Interest and identifies the Specified Assets with respect to such Specified Interest as of the related Series Cutoff Date, (2) attached to a Reallocation Notice and identifies the Titling Trust Assets to be reallocated pursuant to such notice or (3) attached to an Addition Notice and identifies the Titling Trust Assets to be acquired by the Titling Trust and allocated, pursuant to such notice, to the applicable Specified Interest.

“Applicable Law” means all applicable laws, ordinances, judgments, decrees, injunctions, writs and orders of any Governmental Authority and rules, regulations, orders, interpretations, licenses and permits of any Governmental Authority.

“Assignment Date” means, with respect to any Specified Asset allocated to any Specified Interest, the date as of which such Specified Asset is assigned or otherwise transferred from the Titling Trust pursuant to Section 4.3(e).

2 Titling Trust Agreement

“Assignment Notice” means a notice provided to the Titling Trust Administrator pursuant to Section 4.3(e).

“Authorized Officer”:

(1) with respect to the Initial Beneficiary or the Titling Trust Administrator, means each of the natural persons set forth on Schedule A (as such Schedule A may be amended from time to time by the Initial Beneficiary or the Titling Trust Administrator, as the case may be, in each case by notice to each other party to this Titling Trust Agreement);

(2) with respect to the Titling Trustee, means each of the natural persons set forth on Schedule B (as such Schedule B may be amended from time to time by the Titling Trustee by notice to each other party to this Titling Trust Agreement); and

(3) with respect to the Delaware Trustee, means any officer in the Corporate Trust Office of such Person, including any president, vice president, assistant vice president, treasurer, assistant treasurer, secretary, assistant secretary or any other officer of such Person customarily performing functions similar to those performed by any of the above designated and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Bankruptcy Code” means the United States Bankruptcy Code, as set forth in Title 11 of the United States Code.

“Beneficial Interest” means the beneficial interest of the Holders of a Series in the related Specified Interest, represented by their Certificates, including such Holders’ exclusive right to administer, manage, and control the related Specified Assets in the manner set forth in Section 4.3(c), but subject, however, to (x) the rights of (A) any related Registered Pledgee and (B) any related Titling Trust Creditors and to the terms of the related Servicing Agreement and (y) any other document to which the Specified Assets of such Specified Interest are subject.

“Borrower Novation Agreement” means the Novation Agreement, dated as of July 16, 2008, among ALF LP, as Borrower Transferor, the Titling Trust, as Borrower Transferee, and the Novation Consenting Parties named therein.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banking institutions in New York, New York, Chicago, Illinois, Charlotte, North Carolina, or Boca Raton, Florida are authorized or obligated by law or executive order to be closed.

“Certificate of Merger” means the certificate or certificates of merger, a copy (or copies) of which is (or are) attached as Exhibit E.

“Certificate of Trust” means the certificate of trust of the Titling Trust, as filed with the Secretary of State of the State of Delaware on June 25, 2007, a copy of which is attached as Exhibit D.

3 Titling Trust Agreement

“Certificate of Title” means a certificate of title or other similar evidence of ownership of a Titling Trust Vehicle issued in paper form by the relevant governmental department or agency in the jurisdiction in which the Titling Trust Vehicle is registered, or a record maintained by such governmental department or agency in the form of information stored in electronic media. However, if a certificate of title or other similar evidence of ownership in paper form or such record stored on electronic media has not been issued or is not being maintained, the application (or copy thereof) for the certificate of title or other similar evidence of ownership will constitute the “Certificate of Title.” “Certificates of Title” has a meaning correlative to the foregoing.

“Code” means the Internal Revenue Code of 1986.

“Collection Period” means, with respect to any Specified Interest, except as otherwise provided in the related Servicing Agreement, a calendar month.

“Collections” means, with respect to any Specified Interest, except as otherwise provided in the related Servicing Agreement:

(1) all amounts collected from related Lessees on the Titling Trust Leases (including, without limitation, any payments received under terminal rental adjustment clauses);

(2) any and all amounts received with respect to the sale or other disposition of the related Titling Trust Vehicles; and

(3) all other amounts received in respect of the related Specified Assets.

“Corporate Trust Office” means, with respect to the applicable Trustee, the office of the Trustee at which its corporate trust business is administered, which as of the date of this Titling Trust Agreement is located at:

In the case of the Titling Trustee:

VT Inc.

c/o U.S. Bank National Association

209 South LaSalle Street

Suite 300

Chicago, Illinois 60604

Attention: Patricia M. Child

Fax: 312-325-8905

Telephone: 312-325-8902

4 Titling Trust Agreement

In the case of the Delaware Trustee:

U.S. Bank Trust National Association

c/o Corporate Trust Services

209 South LaSalle Street, Suite 300

Chicago, Illinois 60604

Attention: Patricia M. Child

Fax: 312-325-8905

Telephone: 312-325-8902

or at such other address as the applicable Trustee may designate by notice to the Titling Trust Administrator, the Initial Beneficiary and the Holders.

“Dealer” means a dealer who in the ordinary course of business leases motor vehicles to Lessees.

“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Delaware Code § 3801 et seq.

“Designated Notice Recipient” means, with respect to any Trust-Related Obligation, the Person (if any) designated to receive notices pursuant to this Titling Trust Agreement with respect to such Trust-Related Obligation and/or the related Specified Interest by either (1) inclusion of such person as an initial Designated Notice Recipient on Schedule C or (2) by notice in writing delivered by one or more TRO Holders of such Trust-Related Obligation to the Initial Beneficiary and each of the Trust Representatives, specifying (at a minimum) the name and notice information of such designee.

“Enhancement” means, with respect to any Specified Interest, any reserve fund, overcollateralization, residual value guaranty, residual value insurance policy, financial guarantee insurance policy, letter of credit, guaranteed investment contract, cash collateral account, cash collateral guaranty, interest rate swap, cap, hedge or protection agreement, credit default swap or any other similar contract or agreement for the benefit of the holders of the related TRO Holders.

“Enhancement Document” means any document representing, or entered into in connection with, any Enhancement; provided, however, that, “Enhancement Document” does not include any TRO Document.

“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Holder” means each holder of a Certificate, as indicated in the Certificate Register.

“Initial Titling Trust Debt Documents” means, collectively:

(1) the Amended and Restated Receivables Financing Agreement, dated as of the date of this Titling Trust Agreement, among the Titling Trust, as Borrower, World Omni, as Servicer, Bank of America, N.A., as Administrator, and each Conduit Lender, Bank Lender and Group Agent from time to time party to such agreement;

5 Titling Trust Agreement

(2) the Amended and Restated Receivables Financing Agreement, dated as of the date of this Titling Trust Agreement, among the Titling Trust, as Borrower, World Omni, as Servicer, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrator, and Gotham Funding Corporation, as Lender;

(3) the Credit and Security Agreement, dated as of the date of this Titling Trust Agreement, among ALF LP, as Lender, the Titling Trust, as Borrower, U.S. Bank, as Administrative Agent, AL Holding Corp., as Collateral Agent, and World Omni, as Servicer with respect to the Specified Interest designated as the “Open-End Collateral Specified Interest”; and

(4) each of the other agreements and documents that are executed pursuant to, or in connection with, any of the documents described in clauses (1), (2) and/or (3) of this definition.

“Insolvency Event” means, with respect to any Person:

(1) the making of a general assignment for the benefit of creditors;

(2) the filing of a voluntary petition in bankruptcy;

(3) being adjudged as bankrupt or insolvent, or having had entered against such Person an order for relief in any bankruptcy or insolvency proceeding;

(4) the filing by such Person of a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

(5) the filing by such Person of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in any proceeding specified in clause (8) of this definition;

(6) the seeking, consenting to or acquiescing in the appointment of a trustee, receiver, liquidator or similar official of such Person or of all or any substantial part of the assets of such Person;

(7) the failure by such Person generally to pay its debts as such debts become due;

(8) the failure to obtain dismissal within 60 days of the commencement of any proceeding against such Person seeking (A) reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, or (B) the appointment of a trustee, liquidator, receiver or similar official of such Person or of such Person’s assets or any substantial portion of such Person’s assets; and

6 Titling Trust Agreement

(9) the taking of action by such Person in furtherance of any of the foregoing.

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date of this Titling Trust Agreement, among (i) World Omni, as Titling Trust Administrator and as an Interest Holder, (ii) the Titling Trust, (iii) the Initial Beneficiary, as initial multiple-use SPV and an Interest Holder, (iv) VT Inc., as Titling Trustee and as an Interest Holder, and (v) each of the other Persons from time to time becoming party to such agreement as Interest Holders thereunder.

“Lease Files” means, with respect to each Titling Trust Lease, the following documents (which may be photocopies or in electronic format unless otherwise indicated):

(i) the original of the Titling Trust Lease (or an electronic copy of such Titling Trust Lease that satisfies section 9-105 of the UCC) that is clearly marked to show the Titling Trust as the owner of such Titling Trust Lease;

(ii) the original credit application fully executed by the Lessee or a photocopy or electronic facsimile thereof;

(iii) the original Certificate of Title and all related documents evidencing the ownership of the related Titling Trust Vehicle or Titling Trust Vehicles; and

(iv) any and all other documents that the Servicer with respect to the Specified Interest to which such Titling Trust Lease is allocated retains on file relating to the Titling Trust Lease, or the related Titling Trust Vehicle or Titling Trust Vehicles or Lessee.

“Lessee” means the lessee of one or more Titling Trust Vehicles or any Person who is obligated to make payments on the related Titling Trust Lease.

“Lien” means a security interest, lien, charge, pledge, equity, or encumbrance of any kind other than tax liens, mechanics’ liens and any liens that attach to a Titling Trust Lease or Titling Trust Vehicle by operation of law.

“Opinion of Counsel” means a written opinion of legal counsel, which counsel may be an employee of World Omni or an Affiliate or may provide legal services to World Omni or an Affiliate.

“Person” means any legal person, including any corporation, estate, natural person, firm, joint venture, joint stock company, limited liability company, limited liability partnership, partnership (limited or general), trust, business trust, unincorporated organization, association, enterprise, government, any department or agency of any government or any other entity of whatever nature.

7 Titling Trust Agreement

“Rating Agency” means each nationally recognized statistical rating organization that has been requested by any Holder or its agent to rate any class of Trust-Related Obligations.

“Reallocation Date” means, with respect to any Specified Asset allocated to any Specified Interest, the date as of which such Specified Asset is reallocated to another Specified Interest pursuant to Section 4.3(f).

“Reallocation Notice” means a notice provided to the Titling Trust Administrator pursuant to Section 4.3(f).

“Registered Pledgee” means, with respect to any Certificate, the Person who is listed in the Certificate Register as the registered pledgee of such Certificate.

“Secured Titling Trust Creditor” means any Person to whom any Secured Titling Trust Debt is owed.

“Secured Titling Trust Debt” means any Titling Trust Debt that is secured by a voluntary pledge by the Titling Trust of all or any portion of the Titling Trust Assets.

“Securitization Entity” means a special-purpose entity that becomes obligated on, or issues, one or more Trust-Related Obligations. For avoidance of doubt, the Titling Trust is not a Securitization Entity.

“Servicing Agreement” means a “Servicing Agreement” that is entered into from time to time and appointing the Servicer with respect to any Specified Assets pursuant to Section 4.3(a). As of July 16, 2008, the Servicing Agreements consist of (1) the Fourth Amended and Restated Servicing Agreement, dated as of July 16, 2008, among World Omni, as Servicer with respect to the Open-End Collateral Specified Interest, ALF LLC, as Lender, the Titling Trust, as Borrower and ALHC, as Open-End Collateral Agent, and (2) the Servicing Agreement, dated as of July 16, 2008, among World Omni, as Servicer with respect to the Closed-End Collateral Specified Interest, the Titling Trust, as Borrower, and ALHC, as Closed-End Collateral Agent.

“Specified Asset” means, with respect to any Specified Interest, a Titling Trust Lease or Titling Trust Vehicle that, in either case, is identified in the Applicable Asset Annex attached to any Specification Notice, Reallocation Notice or Addition Notice reflecting the allocation or reallocation, as the case may be, of such Titling Trust Lease or Titling Trust Vehicle to such Specified Interest pursuant to the applicable provisions of Section 4.3. However, a Titling Trust Lease or Titling Trust Vehicle will no longer be a Specified Asset with respect to any Specified Interest as of the date on which such Titling Trust Asset has been (i) transferred from the Titling Trust pursuant to Section 4.3(e) or (ii) reallocated to another Specified Interest pursuant to Section 4.3(f).

“Specified Asset Amount” has, with respect to any Specified Interest, the meaning set forth in the related Servicing Agreement. Unless otherwise specified in the related Servicing Agreement, the Specified Asset Amount with respect to each Specified Interest will be based on the aggregate lease balances of the Specified Assets allocated thereto (which may be calculated based on a simple interest, actuarial, straight-line or other commercially reasonable method specified in the related Servicing Agreement).

8 Titling Trust Agreement

“Specified Asset Percentage” means, as of any date with respect to any Specified Interest, the percentage equivalent of a fraction, (i) the numerator of which is the Specified Asset Amount of such Specified Interest and (ii) the denominator of which is the aggregate Specified Asset Amounts of all Specified Interests.

“Specified Asset Titling Trust Administrator Fee” means, with respect to any Collection Period and any Specified Interest, an amount equal to the product of the Specified Asset Percentage of such Specified Interest as of the last day of the preceding Collection Period and the sum of (i) the monthly fees of the Titling Trust Administrator determined pursuant to the first sentence of Section 7.8 plus (ii) the expenses of the Titling Trust Administrator determined pursuant to the second sentence of Section 7.8.

“Specified Asset Titling Trustee Fee” means, with respect to any Collection Period and any Specified Interest, an amount equal to the product of the Specified Asset Percentage of such Specified Interest as of the last day of the preceding Collection Period and the sum of (i) the monthly fees of the Titling Trustee determined pursuant to the first sentence of Section 7.8 plus (ii) the expenses of the Titling Trustee determined pursuant to the second sentence of Section 7.8.

“Specified Interest Default Condition” means, with respect to any Specified Interest and any date of determination, a condition that will exist if the Titling Trustee either:

(i) has actual knowledge, or

(ii) has received notice from a related TRO Holder,

in either case that a TRO Default has occurred and is continuing with respect to any Trust-Related Obligation relating to such Specified Interest.

“Specified Lease” means a Specified Asset of any Specified Interest that is a Titling Trust Lease.

“Specified Vehicle” means a Specified Asset of any Specified Interest that is a Titling Trust Vehicle.

“Titling Trust Assets” means the Titling Trust Leases, Titling Trust Vehicles, all proceeds of the foregoing and all other assets held by the Titling Trust.

“Titling Trust Creditor” means any Person to whom any Titling Trust Debt is owed.

“Titling Trust Debt” means, as of any date of determination and with respect to any Titling Trust Debt Specified Interest, a promissory note or other debt obligation of the Titling Trust, acting solely with respect to such Specified Interest, (A) which (1) is secured by a voluntary pledge by the Titling Trust of all or a portion of the Titling Trust Assets or (2) otherwise has been designated as “Titling Trust Debt” by the Titling Trust Administrator, with notice to the Titling Trustee and (B) as to which any amounts remain outstanding as of such date of determination. For avoidance of doubt, any fee, indemnity or reimbursement obligation, or other monetary obligation, in each case of the Titling Trust, that (i) is not on account of an equity interest in the Titling Trust and (ii) satisfied subclauses (A)(1) and (A)(2) of the immediately preceding sentence shall constitute “Titling Trust Debt.”

9 Titling Trust Agreement

“Titling Trust Debt Document” means any TRO Document relating to Titling Trust Debt.

“Titling Trust Lease” means any lease agreement for motor vehicles as to which the Titling Trust is the lessor, either directly or by assignment. In the case of a master lease, the term “Titling Trust Lease” shall include all schedules thereto or, if the provisions of such master lease are incorporated into such schedules, the term “Titling Trust Lease” shall include a schedule together with the incorporated provisions of the master lease.

“Titling Trust Vehicle” means any motor vehicle, together with all attached items or accessories, that is subject to a Titling Trust Lease.

“Treasury Regulations” means the regulations promulgated by the U.S. Department of Treasury pursuant to the Code.

“TRO Default” means with respect to any Trust-Related Obligation and any date of determination, a condition that will be deemed to exist if one or more of the following has occurred and is continuing as of such date:

(i) there is any sum due that is not otherwise timely paid by the Titling Trust or the applicable Securitization Entity, as the case may be; or

(ii) there is any outstanding and uncured default by the Titling Trust or the applicable Securitization Entity, as the case may be (after giving effect to any applicable grace period); or

(iii) any “Revolving Facility Termination Event” or any “Wind-Down Event” (each, as defined in the applicable TRO Documents) has occurred.

“TRO Document” means, with respect to any Trust-Related Obligation, (A) the indenture, deed of trust, pooling and servicing agreement, revolving credit agreement, receivables financing agreement or similar or related agreement or document pursuant to which such Trust-Related Obligation is issued or otherwise arises (which may, for avoidance of doubt, include a single indenture or other document entered into with respect to more than one Trust-Related Obligation or Specified Interest), or governing the terms of, or otherwise related to, such Trust-Related Obligation and (B) each note or other evidence of indebtedness issued pursuant to a document of the type described in clause (A) of this definition and representing such Trust-Related Obligation. For the avoidance of doubt, the TRO Documents in respect of any Trust-Related Obligations will include any related security agreement, collateral agency agreement, Servicing Agreement or other agreement entered into for the benefit of the holders of, or creditors in respect of, such Trust-Related Obligations.

“TRO Holder” means each Person that is entitled to payment or performance with respect to a Trust-Related Obligation.

“Trust Document” means, as of any date the determination, collectively, (1) this Titling Trust Agreement, (2) the Intercreditor Agreement, (3) the Borrower Novation Agreement,

10 Titling Trust Agreement

(4) each Titling Trust Debt Document to which the Titling Trust is party as of such date of determination and (4) any other “Basic Document” (as defined in the applicable Titling Trust Debt Document) to which the Titling Trust is a party.

“Trustee” means the Titling Trustee or the Delaware Trustee, as the context may require.

“Trust-Related Obligation” means, with respect to any Specified Interest, any Certificate, any Titling Trust Debt, any Undertaking and any other obligation or security, the payments on which are derived in any material part from amounts received with respect to the Specified Assets of such Specified Interest (other than solely by reference).

“Trust Representatives” means, collectively, the Titling Trustee, the Delaware Trustee and the Titling Trust Administrator. Each of the foregoing is referred to singly as a “Trust Representative.”

“Undertaking” means, with respect to any Series, an agreement, contract or other written obligation of the Holder of such Series, the payments under which are in any material part derived from or collateralized by Collections on the related Specified Assets.

“VT Inc.” means VT Inc., an Alabama corporation.

Section 1.2 Usage.

The following rules of construction and usage are applicable to this Titling Trust Agreement and to any certificate or other document made or delivered pursuant to this Titling Trust Agreement:

(a) All terms used in any certificate or other document made or delivered pursuant to this Titling Trust Agreement are defined in this Titling Trust Agreement.

(b) Accounting terms not defined in this Titling Trust Agreement or in any such certificate or other document, and accounting terms partly defined in this Titling Trust Agreement or in any such certificate or other document, to the extent not defined, have the respective meanings given to them under U.S. generally accepted accounting principles as in effect on the date of this Titling Trust Agreement. To the extent that the definitions of accounting terms in this Titling Trust Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under U.S. generally accepted accounting principles, the definitions contained in this Titling Trust Agreement or in any such certificate or other document will control.

(c) References in this Titling Trust Agreement to “Article,” “Section,” “Exhibit,” “Schedule” or another subdivision or to an attachment are, unless otherwise specified, to an article, section, exhibit, schedule or other subdivision of or an attachment to this Titling Trust Agreement, and the term “including” means “including without limitation.”

(d) The definitions contained in this Titling Trust Agreement are equally applicable to both the singular and plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

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(e) Any agreement or statute defined or referred to in this Titling Trust Agreement means such agreement or statute as from time to time amended, modified, supplemented or replaced, including (in the case of agreements) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and includes (in the case of agreements) references to all attachments thereto and instruments incorporated therein and (in the case of statutes) any rules and regulations promulgated thereunder and any judicial and administrative interpretations thereof.

(f) References to a Person are also to its permitted successors and assigns.

(g) References to deposits, transfers and payments of any amounts refer to deposits, transfers or payments of such amounts in immediately available funds.

(h) Except where “not less than zero” or similar language is indicated, amounts determined by reference to a mathematical formula may be positive or negative.

ARTICLE II

ORGANIZATION OF THE TRUST

Section 2.1 Name.

The trust created by the Interim Trust Agreement, continued by the First Amended and Restated Trust Agreement and further continued hereby is known as “World Omni LT,” in which name the Titling Trustee and the Titling Trust Administrator each may (to the extent and in the manner specified herein) conduct the activities of the Titling Trust, make and execute contracts and other instruments on behalf of the Titling Trust and sue and be sued on behalf of the Titling Trust.

Section 2.2 Office.

The office of the Titling Trust will be in care of the Delaware Trustee at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, or at such other address in the State of Delaware as the Delaware Trustee may designate by notice to the Titling Trustee, the Initial Beneficiary and the Servicer.

Section 2.3 Purposes and Powers.

The nature of the activities or purpose to be conducted or promoted by the Titling Trust is to engage exclusively in the following activities (such activities, collectively, the “Permitted Transactions”), in each case in accordance with the terms of this Titling Trust Agreement:

(a) holding title to Titling Trust Leases, Titling Trust Vehicles and other Titling Trust Assets for the benefit of the Holders of the related Certificates, all in accordance with the terms of this Titling Trust Agreement and the Servicing Agreements;

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(b) at the direction of the Initial Beneficiary or a Holder, issuing Certificates representing a separate series of beneficial interest in the Titling Trust and the related Titling Trust Assets in accordance with the terms of this Titling Trust Agreement and the related Specification Notice;

(c) at the direction of the Holders of any Series relating to a Titling Trust Debt Specified Interest, issuing one or more Titling Trust Debts with respect to such Specified Interest, entering into the related Titling Trust Debt Document and pledging any or all of the related Specified Assets to secure such Titling Trust Debts;

(d) performing its obligations under agreements, instruments or other documents to which it is to be a party;

(e) assigning or otherwise transferring title to Titling Trust Leases, Titling Trust Vehicles and Titling Trust Assets to, or to the order of, the related Holders;

(f) borrowing on a revolving basis or otherwise under one or more Titling Trust Debt Documents or any other arrangements, as from time to time in effect, to finance the purchase of Titling Trust Leases and related Titling Trust Vehicles;

(g) entering into agreements and transactions relating to, or in furtherance of, any Enhancement;

(h) entering into and performing its obligations under the Intercreditor Agreement;

(i) entering into and performing its obligations under the Initial Titling Trust Debt Documents;

(j) entering into and performing its obligations under the Trust Documents;

(k) entering into and consummating the Merger, pursuant to and in accordance with the Merger Agreement, the Certificate of Merger and/or other documents similar or ancillary to the foregoing;

(l) taking any other action in connection with the qualification, licensing or authorization of the Titling Trust to engage in activities in any jurisdiction;

(m) engaging in such other activities as may be necessary, convenient or advisable in connection with (A) owning and holding title to the Titling Trust Leases, the Titling Trust Vehicles and the other Titling Trust Assets, (B) the management of the Titling Trust Assets, (C) the making of distributions to the Holders of Certificates and (D) the making of payments to any Titling Trust Creditors; and

(n) engaging in any activity and exercising any powers permitted to statutory trusts under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing.

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Section 2.4 Banking Activities.

Without limiting the generality of Section 2.3, each of the Initial Beneficiary and the Titling Trust Administrator is authorized to act on behalf of the Titling Trust and in its name, through any of its Authorized Officers:

(a) to establish bank accounts on behalf of the Titling Trust;

(b) to sign checks, drafts, instruments, bills of exchange, acceptances and/or other orders for the payment of money (including by electronic funds transfer) from any account opened on behalf of the Titling Trust;

(c) to endorse checks, instruments, evidences of indebtedness, and orders payable, owned or held by the Titling Trust or the Titling Trust Administrator;

(d) to accept drafts, acceptances, instruments and/or other evidences of indebtedness payable at or through the bank at which any such account is maintained (each, a “Bank”);

(e) to waive presentment, demand, protest and notice of protest or dishonor of any check(s), instrument(s), draft(s), acceptance(s), or other evidences of indebtedness made, drawn or endorsed by the Titling Trust;

(f) otherwise to deal with each Bank in connection with the foregoing activities on behalf of the Titling Trust;

(g) to enter into one or more agreements with any Bank, which will be deemed to govern the applicable account established at such Bank;

(h) to authorize the purchase, on behalf of the Titling Trust, of CDs, bonds, notes, commercial paper, money market funds, and other similar savings or investment instruments from each Bank;

(i) to obtain, on behalf of the Titling Trust, other related services from any Bank, such as the rental of safe deposit boxes from such Bank, obtaining of night depository services, routine cash management services, and the like, which will be governed by night depository agreement(s), safe deposit box lease agreement, and any other such agreement(s) contained on the application or signature cards pertaining to any such services offered to the Titling Trust by such Bank, as amended from time to time;

(j) to sign and execute signature cards, applications and forms as any Bank will deem appropriate, from time to time, in connection with the opening and maintaining of accounts at such Bank and/or obtaining any of the aforementioned additional related services; and

(k) to execute applications for the issuance of any savings or investment instrument in the name of the Titling Trust.

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Section 2.5 Appointment of the Titling Trustee and Delaware Trustee.

The Initial Beneficiary hereby confirms the appointments of the Titling Trustee as trustee of the Titling Trust, and the Delaware Trustee as co-trustee of the Titling Trust, in each case effective as of the date of this Titling Trust Agreement, to have all the respective rights, powers and duties set forth with respect to the Titling Trustee or the Delaware Trustee, as the case may be, in this Titling Trust Agreement.

Section 2.6 Contribution and Conveyance of Titling Trust Assets.

As of June 25, 2007, ALF LP (as the initial holder of the entire beneficial interest in the Titling Trust) contributed to the Titling Trustee the amount of $1,000. The Titling Trustee acknowledges receipt in trust from ALF LP, as of such date, of the foregoing contribution (to be held from and after the date of this Titling Trust Agreement for the benefit of the Initial Beneficiary, as successor to ALF LP), which constitutes the initial Titling Trust Assets and will be deposited in an account of the Titling Trust.

Section 2.7 Declaration of Trust.

The Titling Trustee will hold the Titling Trust Assets in trust upon and subject to the conditions set forth in this Titling Trust Agreement for the use and benefit of the Initial Beneficiary and any other beneficiaries, subject to the obligations of the Titling Trust under any other Trust Documents to which it is a party. It is the intention of the parties that the Titling Trust constitutes a statutory trust under the Delaware Statutory Trust Act and that this Titling Trust Agreement constitutes the governing instrument of such statutory trust. Effective as of the date of this Titling Trust Agreement, the Titling Trustee and the Delaware Trustee each will have the rights, powers and duties set forth in this Titling Trust Agreement and in the Delaware Statutory Trust Act with respect to accomplishing the purposes of the Titling Trust. A Certificate of Trust and any necessary certificate of amendment thereto has been filed with the Secretary of State of the State of Delaware and is attached as Exhibit D.

Section 2.8 Representations and Warranties of World Omni as Titling Trust Administrator.

World Omni, as Titling Trust Administrator, represents and warrants to the Titling Trustee that:

(a) Organization and Good Standing. World Omni has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Florida, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.

(b) Due Qualification. World Omni is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualifications, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the ability of World Omni to perform its obligations under this Titling Trust Agreement or the other Trust Documents to which it is a party.

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(c) Power and Authority; Authorization; Execution and Delivery; Binding Obligation. World Omni has the power and authority to execute, deliver and perform its obligations under this Titling Trust Agreement and each other Trust Document to which it is a party. World Omni has duly authorized the execution and delivery of this Titling Trust Agreement and each other Trust Document to which it is a party by all necessary corporate action. This Titling Trust Agreement and each other Trust Document to which it is a party has been duly executed and delivered by World Omni. This Titling Trust Agreement and each other Trust Document to which it is a party constitutes a legal, valid and binding obligation of World Omni, enforceable against World Omni in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization, or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

(d) No Violation. The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Titling Trust Agreement and of other Trust Documents to which World Omni is a party will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under its articles of incorporation or by-laws or any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument to which World Omni is a party or by which World Omni is bound (in each case material to World Omni and its subsidiaries considered as a whole), (ii) result in the creation or imposition of any Lien (material to World Omni and its subsidiaries considered as a whole) upon any of its properties pursuant to any such agreement or instrument (other than as contemplated by this Titling Trust Agreement or the other Trust Documents to which it a party) or (iii) violate or contravene any law or, to the knowledge of World Omni, any order, rule or regulation applicable to World Omni of any court or any Governmental Authority having jurisdiction over World Omni or its properties, the failure to comply with which would reasonably be expected to have a material adverse effect upon the ability of World Omni to perform its obligations under this Titling Trust Agreement or any other Trust Document to which it is a party.

(e) No Proceedings. There are no proceedings pending, or, to the knowledge of World Omni, threatened, and to the knowledge of World Omni there are no investigations pending or threatened, against or affecting World Omni or its property, before any Governmental Authority: (i) asserting the invalidity or unenforceability of this Titling Trust Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Titling Trust Agreement, (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect upon the ability of World Omni to perform its obligations under this Titling Trust Agreement or any other Trust Document to which it is a party or (iv) seeking adversely to affect the tax characterization specified in Section 2.9.

Section 2.9 Tax Reporting and Characterization.

(a) The Initial Beneficiary and the Holders of each Series each agrees that for U.S. federal, state and local income and franchise tax purposes it will (i) treat its interest in the related Specified Interest as a direct ownership interest in the related Specified Assets and (ii) not treat the Titling Trust, this Titling Trust Agreement or the arrangement among the Initial Beneficiary and the Holders of any Series as creating a co-ownership of any assets or as creating a separate entity (such as a partnership). Each party agrees that it will not take any action (including filing any tax return) that is inconsistent with this Section 2.9(a) unless required to do so by the relevant tax authority.

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(b) None of the Holders, the Registered Pledgees, the Titling Trust Creditors or the parties to this Titling Trust Agreement will elect or permit an election to be made to treat the Titling Trust or any Specified Interest as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treas. Reg. § 301.7701-3.

Section 2.10 Execution of Documents.

The Initial Beneficiary is authorized and empowered to execute and deliver, on behalf of the Titling Trust, as attorney-in-fact or otherwise, any and all documents, agreements and other instruments, including any registration statement to be filed with the Securities and Exchange Commission or otherwise, on behalf of the Titling Trust. The Initial Beneficiary is authorized and empowered to prepare for filing in connection with such registration statement, balance sheets, income statements and any other financial statements for the Titling Trust.

Section 2.11 Conduct of Operations.

(a) Notwithstanding any other provision of this Titling Trust Agreement and any provision of Applicable Law that otherwise so empowers the Titling Trust, the Titling Trust may not, without the consent of the Titling Trustee and each Secured Titling Trust Creditor, do any of the following:

(i) engage in any activity other than a Permitted Transaction;

(ii) create, incur or assume any indebtedness, other than pursuant to any Titling Trust Debts, any Enhancement or any transactions entered into in connection therewith, in each case in accordance with this Titling Trust Agreement;

(iii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of the Initial Beneficiary or any of its Affiliates or, except in connection with a Permitted Transaction, any other Person, whether by assumption, guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise;

(iv) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions; provided, however, that, subject to the terms of any Trust Documents, the Titling Trust will not be prohibited under this clause (a)(iv) from causing a distribution of cash to its Initial Beneficiary or to any Holder or from making payments with respect to any Titling Trust Debts or any Enhancement;

(v) enter into any transaction of merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Titling Trust) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Titling Trust (i) is organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the Titling Trust’s obligations under this Titling Trust Agreement, all Titling Trust

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Debts and all Trust Documents and (iii) is governed under a charter document containing provisions substantially identical to Section 2.3 and this Section 2.11; (B) each Rating Agency and each TRO Holder Representative will have received at least 5 days’ prior notice of any such merger, consolidation or sale of assets; (C) such merger, consolidation or sale of assets will not conflict with the Certificate of Trust; and (D) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Titling Trust will have occurred and be continuing under any material agreement to which the Titling Trust is a party, including any Titling Trust Debt Document, or any agreement or other document pursuant to which any Titling Trust Debt has been issued;

(vi) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any Certificate, any Notice of Registered Pledge, any Titling Trust Debt, any Titling Trust Debt Document or any other any documents relating to a Permitted Transaction; and

(vii) amend, modify, alter, change or repeal any provision of Section 2.3 or this Section 2.11; provided, however, that, the Titling Trust reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Trust or this Titling Trust Agreement in a manner now or hereafter prescribed by the Delaware Statutory Trust Act, and all rights conferred upon the Initial Beneficiary in this Titling Trust Agreement are granted subject to this reservation.

(b) The Titling Trust will at all times:

(i) maintain its existence as a statutory trust and remain in good standing under the laws of the State of Delaware;

(ii) observe all procedures required by this Titling Trust Agreement and such others, if any, as may be from time to time required by the Delaware Statutory Trust Act;

(iii) ensure that (x) the activities and affairs of the Titling Trust are at all times managed by or under the direction of the Titling Trustee, (y) the Titling Trustee has duly authorized all actions requiring such authorization and (z) when required by Applicable Law or by this Titling Trust Agreement, the Titling Trust has obtained the proper authorization for action from its Initial Beneficiary;

(iv) maintain the Titling Trust’s books, financial statements, accounting records and other documents and records separate from those of the Initial Beneficiary, any Affiliate of the Initial Beneficiary or any other Person;

(v) not commingle the Titling Trust Assets with those of the Initial Beneficiary or any Affiliate of the Initial Beneficiary (other than in connection with the Permitted Transactions or in connection with the performance by World Omni of its obligations as Servicer or as custodian with respect to any Specified Interest);

(vi) not hold itself out as being liable for the debts of any other Person, except in connection with the Permitted Transactions (and, in any event, not hold itself out as being liable for the debts of World Omni, or of any of its Affiliates, other than a Securitization Entity in connection with a Permitted Transaction);

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(vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Holders, the Initial Beneficiary or any of the Initial Beneficiary’s Affiliates or any other Person; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Holders, the Initial Beneficiary and any of the Initial Beneficiary’s Affiliates or any other Person (other than in connection with the performance of any Servicer or custodian of its obligations with respect to any Specified Interest);

(viii) act solely in its own name and through its own managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Titling Trust, including letters, invoices, contracts, statements and applications solely in the name of the Titling Trust;

(ix) separately manage its liabilities from those of the Initial Beneficiary or any Affiliate thereof and pay its own liabilities, including all administrative expenses, from its own separate assets, except that (A) the Initial Beneficiary, the Titling Trust Administrator, any Holder, any Servicer or any Affiliate of any of them may pay certain of the organizational costs of the Titling Trust, and the Titling Trust will reimburse the Initial Beneficiary, the Titling Trust Administrator, such Holder, such Servicer or such Affiliate, as the case may be, for its allocable portion of shared expenses paid by such Person, and (B) the Initial Beneficiary, the Titling Trust Administrator, any Holder, any Servicer or any Affiliate of any of them may pay fees and expenses and indemnify parties as provided in this Titling Trust Agreement, any Servicing Agreement or any other agreement entered into in connection with the issuance or undertaking, as the case may be, of any Titling Trust Debt;

(x) at all times maintain an arm’s length relationship with any Affiliates;

(xi) take such actions as are necessary to ensure that the Titling Trustee may not at any time serve as a trustee in bankruptcy for the Titling Trust or any of its Affiliates;

(xii) not issue, or permit the issuance of, or enter into, or permit to be entered into, as the case may be, any Undertaking or any Enhancement, unless such Undertaking or Enhancement contains the applicable provisions set forth in Section 4.1(f);

(xiii) operate in such a manner that it would not be substantively consolidated for purpose of applicable bankruptcy laws with any other entity;

(xiv) not form any subsidiary; and

(xv) maintain adequate capital in light of its contemplated operations.

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(c) The Titling Trust will prepare financial statements in a manner that indicates the separate existence of the Titling Trust and its assets and liabilities. To the extent permitted by law, until one year and one day (or, if longer, any applicable preference period) after all Trust-Related Obligations (including all Secured Titling Trust Debt and other Titling Trust Debt) are paid in full, the Titling Trustee will make decisions with respect to the activities and operations of the Titling Trust independent of, and not dictated by, the Initial Beneficiary or any Affiliate thereof (without limiting the right of the Initial Beneficiary to exercise its rights in such capacity under this Titling Trust Agreement and under the Delaware Statutory Trust Act).

(d) Notwithstanding any provision in this Titling Trust Agreement to the contrary, the Initial Beneficiary or any of its Affiliates, in each case, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance or undertaking of any Trust-Related Obligations and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale, surety provider or other Enhancement provider or other Person performing similar functions in connection with the issuance or undertaking of any Trust-Related Obligations.

(e) The Titling Trust, by or through the Titling Trustee or the Titling Trust Administrator, may enter into and perform all documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Titling Trust Agreement, the Delaware Statutory Trust Act or Applicable Law. The foregoing authorization is not a restriction on the powers of the Titling Trustee or the Titling Trust Administrator to enter into other agreements on behalf of the Titling Trust.

Section 2.12 No State Law Partnership.

The Holders intend that the Titling Trust will not be a partnership (including a general partnership or a limited partnership) or joint venture, and that neither any Holder nor the Titling Trustee will be a partner of or joint venturer with any Holder or the Titling Trustee with respect to the activities of the Titling Trust for any purposes, and this Titling Trust Agreement will not be construed to suggest otherwise.

Section 2.13 Titling of Titling Trust Vehicles.

The Servicing Agreement with respect to each Specified Interest will provide that the related Servicer will cause the Certificate of Title for each Titling Trust Vehicle assigned to the Titling Trust for allocation to such Specified Interest to be issued in the name “VT Inc. TSTEE World Omni LT” or “World Omni LT” or in such substantially similar words as the relevant Governmental Authority will accept, with the address of World Omni, its agent or the related Lessee, as the relevant Governmental Authority requires or allows, as the address of the recorded owner of the Titling Trust Vehicle.

Section 2.14 Enforcement of Titling Trust Leases.

If in any enforcement suit or legal proceeding with respect to a Titling Trust Lease it is held that the Servicer with respect to the applicable Specified Interest may not enforce the Titling Trust Lease on the ground that it is not a real party in interest or a Holder entitled to enforce the Titling Trust Lease, the Titling Trust and the Holders of the related Series, at such Servicer’s expense and direction, will take steps to enforce the Titling Trust Lease, including bringing suit in its name or the name of the applicable Holders.

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Section 2.15 Liability to Third Parties.

Except as otherwise expressly provided by the Delaware Statutory Trust Act or in this Titling Trust Agreement (including Section 10.1), none of the Initial Beneficiary, the Titling Trust Administrator, the Titling Trustee, any Holder, or any officer or Affiliate of any such Person (other than the Titling Trust), will be liable for the debts, obligations or liabilities of the Titling Trust (whether arising in contract, tort or otherwise), including, under a judgment, decree or order of a court, by reason of being the Initial Beneficiary, the Titling Trust Administrator, the Titling Trustee, a Holder, or an officer or Affiliate of any such Person.

Section 2.16 No Personal Liability of any Holder.

(a) The Initial Beneficiary and the Holders will have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the General Corporation Law of the State of Delaware.

(b) None of the Initial Beneficiary, the Titling Trust Administrator, the Titling Trustee, any Holder, any officer, director, employee, trustee or manager of any of the foregoing, will be subject in such capacity to any personal liability whatsoever to any Person in connection with the assets or the affairs of the Titling Trust; and, subject to the provisions of Article X and any provision for indemnification set forth in the related Servicing Agreements, all such Persons will look solely to the assets of the Titling Trust for satisfaction of claims of any nature arising in connection with the affairs of the Titling Trust. However, such protection from personal liability will apply to the fullest extent permitted by Applicable Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Titling Trust to provide greater or broader indemnification rights than such law permitted the Titling Trust to provide prior to such amendment).

Section 2.17 Limited Liability and Bankruptcy Remoteness.

Without limiting the generality of Section 2.11, the Titling Trust will be operated in such a manner as the Titling Trustee may deem to be reasonable and necessary or appropriate to preserve (a) the limited liability of the Holders and the Initial Beneficiary and their respective Affiliates, (b) the separateness of the Titling Trust from the respective businesses of the Holders and the Initial Beneficiary and their respective Affiliates and (c) until the expiration of the period of one year and one day (or, if longer, any applicable preference period) after the payment in full of all Trust-Related Obligations (including all Secured Titling Trust Debt and other Titling Trust Debt), the bankruptcy-remote status of the Titling Trust.

Section 2.18 Term.

Unless terminated in accordance with this Titling Trust Agreement and the Delaware Statutory Trust Act, the Titling Trust will have a perpetual existence.

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ARTICLE III

MANAGEMENT OF THE TITLING TRUST

Section 3.1 General Management of the Titling Trust.

The activities, properties and affairs of the Titling Trust will be managed by the Titling Trustee. Without limiting the generality of the foregoing, the Titling Trustee will have the power to appoint and direct agents of the Titling Trust, to grant general or limited authority to officers, employees and agents of the Titling Trust, and to make, execute and deliver contracts and other instruments and documents in the name and on behalf of the Titling Trust, subject to and in accordance with this Titling Trust Agreement.

Section 3.2 Restrictions on the Power of the Titling Trustee.

The Titling Trustee will not have the authority to:

(a) cause the Titling Trust to do any acts in violation of or in breach of any agreement entered into by the Titling Trust;

(b) take any action in contravention of the Delaware Statutory Trust Act, the Certificate of Trust or this Titling Trust Agreement;

(c) to the fullest extent permitted by Applicable Law, take any action that would make it impossible to carry on the ordinary activities of the Titling Trust;

(d) knowingly perform any act that would subject the Initial Beneficiary or any Holder to loss of limited liability in any jurisdiction; or

(e) except as permitted under Section 9.1, take any action to amend or modify the Certificate of Trust or this Titling Trust Agreement.

Section 3.3 Duties and Obligations of the Titling Trustee.

The Titling Trustee shall do each of the following:

(a) Notification to Third Parties. Use its best efforts, in the conduct of the Titling Trust’s activities and business, to put all Persons with whom the Titling Trust deals on notice that the Initial Beneficiary, the Holders, the Titling Trust Creditors and the Registered Pledgees are not liable for the Titling Trust’s obligations and all agreements to which the Titling Trust is a party will include a statement to the effect that the Titling Trust is a statutory trust formed under the Delaware Statutory Trust Act. However, the failure to include such a statement in an agreement to which the Titling Trust is a party will not affect the Titling Trust’s power and authority or authorization to enter into such agreement.

(b) State Entity Filings. As long as any Trust-Related Obligation is outstanding, take all action that may be necessary or appropriate for the continuation of the Titling Trust’s valid existence as a statutory trust under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Initial Beneficiary, the Holders, any Registered Pledgees or any Titling Trust Creditors or to enable the Titling Trust to engage in the activities in which it is engaged).

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(c) Taxes.

(i) Prepare or cause to be prepared and file or cause to be filed on or before the due date (or any extension thereof) any federal, state or local tax returns required to be filed by the Titling Trust.

(ii) Cause the Titling Trust to pay any taxes payable by the Titling Trust (except that the Titling Trustee will not be required to cause the Titling Trust to pay any tax so long as the Titling Trust is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax and such contest does not materially endanger any right or interest of the Titling Trust).

(iii) Pay or cause to be paid all applicable taxes and fees properly due and owing in connection with its activities.

(d) Filings With State Securities Administrators. From time to time, submit, or cause to be submitted, to any appropriate state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such state securities administrator.

(e) Foreign Qualifications. Use its best efforts to cause the Titling Trust to be qualified to engage in investment activities in connection with Permitted Transactions, or be registered under any applicable assumed or fictitious name statute or similar law in any state in which the Titling Trust then makes investments or transacts business, if such qualification or registration is necessary or desirable in order to protect the limited liability of the Initial Beneficiary or to permit the Titling Trust lawfully to own or make investments or transact business.

(f) Obtain Licenses, Permits and Authorizations. Apply for and maintain (or cause to be applied for and maintained) all licenses, permits and authorizations necessary and appropriate to carry on its duties as Titling Trustee under this Titling Trust Agreement (including without limitation receiving assignments of Titling Trust Leases and causing Certificates of Title to reflect the Titling Trustee, in such capacity, as the owner of the Titling Trust Vehicles) in each jurisdiction that the Initial Beneficiary or the Servicer reasonably deems appropriate.

(g) Assistance and Cooperation in Vehicle Titling and Lease Assignment. Assist and cooperate with any Servicer in any manner reasonably requested by such Servicer:

(i) in connection with the performance by such Servicer of the Servicer’s obligations under the applicable Servicing Agreement which are in the nature described in Section 2.13 or related thereto;

(ii) to cause each applicable Titling Trust Lease to be assigned (x) to the Titling Trust or (y) to the Titling Trustee on behalf of the Titling Trust; and

(iii) to cause to be reflected on the Certificates of Title with respect to any Titling Trust Vehicles that constitute (or are to become) Titling Trust

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Assets one or more Liens that are (x) in the nature required by the terms of any Titling Trust Debt Document or Servicing Agreement or (y) subject to the terms of such Servicing Agreement and any applicable Titling Trust Debt Document, otherwise determined by the applicable Servicer to be required, necessary or desirable.

Section 3.4 Delegation of Certain Titling Trustee Duties and Obligations to the Titling Trust Administrator.

(a) Delegation. The Titling Trustee hereby delegates to the Titling Trust Administrator, and the Titling Trust Administrator hereby accepts and will perform, on behalf of the Titling Trustee, each of the obligations of the Titling Trustee that are set forth in Section 2.17 and Section 3.3.

(b) Prohibition on Certain Actions. Notwithstanding Section 3.4(a), the Titling Trust Administrator shall not take, or cause the Titling Trust to take, any actions that are prohibited by the terms of this Titling Trust Agreement or any other Trust Document.

(c) Independent Obligations. The obligations of the Titling Trustee under Section 3.3 and the obligations of the Titling Trust Administrator under Section 3.4(a) shall constitute independent obligations, and the delegation of the duties of the Titling Trustee pursuant to Section 3.4(a) shall not relieve the Titling Trustee of its obligations pursuant to Section 3.3.

ARTICLE IV

SPECIFIED INTERESTS

Section 4.1 Designation of the Specified Interests.

(a) Designation. The Initial Beneficiary or the Holder of a Series (with the consent of the Initial Beneficiary, any Registered Pledgee of a Certificate of such Series and any Titling Trust Creditors with respect to such Series) may direct the Titling Trust Administrator to designate a separate series of Beneficial Interests of the Titling Trust, which will be a separate series of beneficial interest within the Titling Trust within the meaning of Section 3806(b) of the Delaware Statutory Trust Act (each, a “Specified Interest,” to and from which Titling Trust Assets may be allocated or reallocated, as applicable, from time to time pursuant to the terms of this Titling Trust Agreement. Notwithstanding the foregoing, a new Specified Interest shall not be created to which the Specified Assets of any other Specified Interest will be reallocated if, as to such other Specified Interest, the Titling Trustee has either received notice from any Registered Pledgee or Titling Trust Creditor, as the case may be, or otherwise has obtained actual knowledge, that a TRO Default or other default has occurred and is continuing with respect to any Trust-Related Obligation relating to such other Specified Interest.

(b) Issuance of Certificates. In connection with the designation of a Specified Interest by the Holders of any Series pursuant to this Section 4.1(a), the Titling Trust will issue to, or to the order of, such Holders one or more certificates, that at any time will collectively represent the entire Beneficial Interest in the assets allocated to such newly-created Specified Interest at such time (each such certificate, a “Certificate” and all of the Certificates issued in connection with a Specified Interest, a “Series”).

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(c) Delivery of Specification Notice. The designation of each Specified Interest and the Holders of the related Certificates will be set forth in the Specification Notice delivered to the Titling Trust Administrator (with a copy to each of the Titling Trustee and the Delaware Trustee) by the Holders of the related Certificates pursuant to Section 4.3(b). The terms of the Beneficial Interest in the Specified Assets allocated to such Specified Interest will be as set forth in such Specification Notice and in the related Servicing Agreement, if any.

(d) All Titling Trust Assets to be Allocated to Specified Interests. All Titling Trust Leases, Titling Trust Vehicles and proceeds of the foregoing will be allocated to Specified Interests, and no Titling Trust Asset may at any time be allocated to more than one Specified Interest (without limiting the right of more than one Specified Interest to be a beneficiary of, or named as the loss payee or additional insured with respect to, any insurance policy).

(e) Separateness of Specified Interests. In accordance with Section 3806(b) of the Delaware Statutory Trust Act, the Titling Trust Administrator, acting on behalf of the Titling Trust and the Holders of the Certificates, will maintain separate and distinct records for the Specified Assets allocated to each Specified Interest. The Specified Assets allocated to each Specified Interest will be accounted for separately from the Specified Assets allocated to each other Specified Interest. Except to the extent required by Applicable Law or specified in this Titling Trust Agreement, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to the Specified Assets allocated to any Specified Interest will be enforceable against such Specified Assets only, and not against the Titling Trust generally or the Specified Assets allocated to any other Specified Interest and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Titling Trust generally or the Specified Assets of any other Specified Interest will be enforceable against the Specified Assets allocated to such Specified Interest.

(f) Recitations and Agreements Regarding Separateness. One or more of the TRO Documents with respect to each Trust-Related Obligation shall contain agreements and acknowledgments to the effect of each of the provisions set forth in the table below, in a manner sufficient such that each related TRO Holder is, and each Person that from time to time subsequently becoming a TRO Holder with respect to such Trust-Related Obligation shall be, bound thereby (either directly or through a representative, such as an indenture trustee or any collateral agent, whose agreement would have the effect of limiting the rights of such TRO Holder for purposes of the matters stated in such agreements and acknowledgments). In addition, each Certificate, and each certificate, security or instrument representing a Trust-Related Obligation, shall contain recitations to the effect of each of the provisions set forth in the table below.

		Required Provision
(1)	Limited Recourse	The obligation(s) and/or interest(s) represented by such Certificate or TRO Document, as the case may be, (1) are entered into or issued, as applicable, by or in regard to the Titling Trust, solely with respect to (and, if applicable, constitute an interest in or obligation solely of) the Specified Interest to which such Certificate or TRO Document, as the case may be, relates and (2) shall be recourse only to the Specified Assets from time to time allocated to such Specified Interest.

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		Required Provision
(2)	Subordination	If an Insolvency Event occurs with respect to the Titling Trust, any claim that any related TRO Holder or Holder of a Certificate, as the case may be, may seek to enforce at any time against the Titling Trust or the Specified Assets of any Specified Interest other than the Specified Interest in connection with which the applicable TRO Document or Certificate, as the case may be, was issued or entered into will be subordinate to the payment in full, including post-petition interest, of the claims of all TRO Holders, and all Holders of Certificates, in each case related to such other Specified Interest.
(3)	Section 1111(b) Election	Such TRO Holder irrevocably makes the election afforded to secured creditors by Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code with respect to any secured claim that such TRO Holder may have at any time against the Titling Trust or against any Series other than the Series in connection with which such TRO Document was issued or entered into.
(4)	Non-Petition	No such Holder or TRO Holder (and no representative of any such Holder or TRO Holder) shall, prior to the end of the period that is one year and one day (or, if longer, any applicable preference period) after payment in full of all Trust-Related Obligations, (A) institute, or join any other Person in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding, against the Initial Beneficiary, the Titling Trustee or the Titling Trust and/or (B) cooperate with or encourage others to institute any such proceeding, in each case under the laws of the United States, any state or commonwealth of the United States (including the District of Columbia), or any foreign jurisdiction.

Section 4.2 Capital Contributions.

The Holders of any Series may make capital contributions to the Titling Trust. Any such capital contributions will be allocated to the related Specified Interest. If the Holders of Certificates relating to any Series make capital contributions to the Titling Trust, except as otherwise specified in the related Certificates, Specification Notice or Servicing Agreement, each such Holder will make capital contributions in an amount such that after giving effect to the capital contributions of all Holders of such Series, the ratio of each Holder’s investment in the related Specified Interest remains unchanged. The proceeds of capital contributions made with respect to any Specified Interest will be applied in a manner consistent with the terms (if any) as may be applicable to such capital contributions under the terms of any related Titling Trust Debt Document(s).

Section 4.3 Allocation of Specified Assets; Servicing Agreements.

(a) Holders Responsible for Servicing Specified Assets. The Holders of each Series, by accepting their respective Certificates, will be deemed to have acknowledged and agreed that the Holders of such Series will administer, manage and control the Specified Assets allocated to the related Specified Interest. The Holders of each Series may engage one or more third party servicers to administer, manage and control the Specified Assets allocated to the related Specified Interest (with respect to any Series, a “Servicer“). The terms and conditions under which any Servicer will perform such functions will be set forth in a

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Servicing Agreement. The Titling Trust or the Titling Trustee, on behalf of the Titling Trust, will be a party to or execute an acknowledgment and acceptance of each Servicing Agreement and of the appointment of the Servicer. The Holders of any Series may assign to the related Servicer any or all of the rights of the Holders under this Titling Trust Agreement and the related Certificates, including the rights granted to such Holders under Section 4.3(c), to be exercised in connection with the Servicer’s performance of its duties under the related Servicing Agreement, and the Titling Trust consents to such assignment. Each Servicing Agreement will set forth the duties and responsibilities of the related Servicer, including:

(i) the standards the Servicer will be required to use to service and administer the related Specified Assets and maintain the accounts, records and computer systems pertaining to the related Specified Assets;

(ii) the type, required coverages and principal terms of the insurance policies, if any, that the Servicer will maintain with respect to the related Specified Assets; and

(iii) the appointment of a custodian of the Lease Files with respect to the related Specified Assets.

(b) Designation of Specified Interests. At least one Business Day prior to the Series Issue Date with respect to any Specified Interest, the Holders of the applicable Series (with prior notice to the Initial Beneficiary, any Registered Pledgee of any Certificate of such Series and the holders of any Titling Trust Debts issued with respect to the related Specified Interest) will deliver to the Titling Trust Administrator a notice executed by the Initial Beneficiary or such Holders (each, a “Specification Notice”), setting forth the terms of the related Series, including:

(i) the date that the related Series will be issued (the “Series Issue Date”);

(ii) that (A) additional Titling Trust Leases and Titling Trust Vehicles may be allocated to the Specified Interest (any such Specified Interest, a “Revolving Specified Interest”) or (B) no additional Titling Trust Leases and Titling Trust Vehicles may be allocated to the Specified Interest (any such Specified Interest, a “Fixed Specified Interest”);

(iii) that the Certificates of the related Series will collectively represent the entire Beneficial Interest in the related Specified Assets and (1) will be issued in more than one class (each, a “Class”) having different rights with respect to the related Specified Assets and specifying the terms of each such Class or (2) will be issued only in a single Class;

(iv) the Persons to whom the Certificates of such Series initially will be issued;

(v) the first date as of which Collections on the related Specified Assets will be allocated to such Specified Interest (the “Series Cutoff Date”);

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(vi) a Applicable Asset Annex identifying the Titling Trust Assets to be initially allocated to such Specified Interest (or, solely in the case of a Specified Interest whose Series Issue Date occurs on July 16, 2008, containing a description of the Titling Trust Assets to be allocated to such Specified Interest); and

(vii) that (A) Titling Trust Debts may be issued by the Titling Trust with respect to such Specified Interest (if so specified, such Specified Interest a “Titling Trust Debt Specified Interest”) or (B) Titling Trust Debts may not be issued by the Titling Trust with respect to such Specified Interest.

No Applicable Asset Annex delivered pursuant to this Section 4.3(b) may include any Titling Trust Leases or Titling Trust Vehicles that will be allocated (and as to which Collections will be allocable) to another Specified Interest as of the day immediately following the applicable Series Cutoff Date.

On the Series Issue Date, the Titling Trust will issue the related Certificates to the Persons named in the Specification Notice. The Titling Trust will provide notice of each such issuance to the Titling Trustee, and the Titling Trustee will record such issuance in the Certificate Register. Each Specification Notice will be substantially in the form of Exhibit A.

(c) Rights of Holders With Respect to Specified Interests. The Holders of each Series, with respect to the related Specified Interest, subject to the rights of (A) any related Registered Pledgee and (B) any related Secured Titling Trust Creditors or other Titling Trust Creditors and to the terms of the related Servicing Agreement and any other document to which the related Specified Assets are subject, will have the exclusive right to administer, manage, and control the related Specified Assets, including the right to, at any time and, for any reason or for no reason to:

(i) direct the Titling Trust to assign or otherwise transfer any related Specified Leases, Specified Vehicles or other Specified Assets to, or to the order of, such Holders;

(ii) receive or direct the application of all Collections on the related Specified Assets;

(iii) designate, remove and direct the actions of the related Servicer and specify the terms of the related Servicing Agreement in accordance with Section 4.3(a);

(iv) direct the Titling Trust to accept assignment of title to Titling Trust Leases and Titling Trust Vehicles (or instruct the related Servicer, as their agent, to so direct the Titling Trust) for allocation to such Specified Interest (if designated as a Revolving Specified Interest) in accordance with Section 4.3(d);

(v) direct the Titling Trust to reallocate any related Specified Leases, Specified Vehicles or other Specified Assets to a different Specified Interest in accordance with Section 4.3(f);

(vi) in the case of a Titling Trust Debt Specified Interest, direct the Titling Trust to issue Titling Trust Debts with respect to the related Specified

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Interest and pledge any or all of the related Specified Assets to secure such Titling Trust Debts, subject to and in accordance with the terms of this Titling Trust Agreement and the related Specification Notice; and

(vii) provide directions to the Titling Trust Administrator, the Titling Trust, the Titling Trustee or the related Servicer with respect to the related Specified Interest pursuant to Section 7.4(a).

(d) Subsequent Addition of Specified Assets to Revolving Specified Interests. The Holders of the Series relating to any Revolving Specified Interest will, or will cause the related Servicer to, identify to the Titling Trust Administrator in accordance with Section 4.3(h) any Titling Trust Leases, Titling Trust Vehicles or other assets that have been acquired or are to be acquired by the Titling Trust for allocation to such Revolving Specified Interest, and provide to the Titling Trust Administrator the following information with respect to any such assets:

(i) the Revolving Specified Interest to which Titling Trust Leases, Titling Trust Vehicles or other assets have been or are to be allocated;

(ii) the Addition Date; and

(iii) the date as of which Collections on such assets will be allocated to such Revolving Specified Interest.

Effective as of the Addition Date set forth in any Addition Notice, the Titling Trust Leases, Titling Trust Vehicles or other assets identified therein will be Specified Assets allocated to the Specified Interest set forth in the Addition Notice. Notwithstanding the foregoing, if the Specification Notice related to a Revolving Specified Interest specifies that Titling Trust Leases and Titling Trust Vehicles having specifically identified characteristics shall be automatically allocated to such Specified Interest upon the acquisition thereof by the Titling Trust, then no separate Addition Notices will be required in respect of any Titling Trust Leases and Titling Trust Vehicles acquired by the Titling Trust with such specifically identified characteristics.

Notwithstanding the foregoing part of this Section 4.3(d), no assets may be added to any Specified Interest pursuant to this Section 4.3(d) if such assets will be allocated (and as to which Collections will be allocable) to another Specified Interest immediately following the applicable Addition Date.

(e) Assignment and Transfer of Specified Assets from the Titling Trust. The Holders of the Series relating to any Specified Interest will, or will cause the related Servicer to, identify to the Titling Trust Administrator in accordance with Section 4.3(h) any related Specified Assets that have been or are to be assigned or otherwise transferred from the Titling Trust, and provide to the Titling Trust Administrator the following information with respect to such Specified Assets:

(i) the Specified Interest from which the Specified Assets have been or are to be assigned or otherwise transferred;

(ii) the Assignment Date; and

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(iii) the date as of which Collections on such Specified Assets will cease to be allocated to such Specified Interest.

Effective as of the Assignment Date set forth in any Assignment Notice, but subject to compliance with the Asset Removal Procedures set forth in Section 4.4, the Specified Assets identified in the Applicable Asset Annex attached to such Assignment Notice will cease to be Titling Trust Assets.

(f) Reallocation of Specified Assets from one Specified Interest to Another. The Holders of the Series relating to any Specified Interest will, or will cause the related Servicer to, identify to the Titling Trust Administrator in accordance with Section 4.3(h) any related Specified Assets that have been or are to be reallocated to another existing Specified Interest, and provide to the Titling Trust Administrator the following information with respect to such Specified Assets:

(i) the Specified Interest from which the Specified Assets have been or are to be reallocated;

(ii) the Specified Interest to which the Specified Assets have been or are to be reallocated;

(iii) the Reallocation Date; and

(iv) the date as of which Collections on such Specified Assets will be allocated to the Specified Interest to which such Specified Assets have been or are to be reallocated.

Subject to compliance with the Asset Removal Procedures set forth in Section 4.4, and as of the Reallocation Date set forth in any Reallocation Notice, the Titling Trust Leases, Titling Trust Vehicles or other assets identified therein will be reallocated to the Specified Interest set forth in the Reallocation Notice.

(g) Identification of Assets. In identifying Titling Trust Leases, Titling Trust Vehicles and other assets to be allocated, acquired, assigned, transferred or reallocated pursuant to Section 4.3(b), (d), (e) or (f), the Holders of the Series relating to the Specified Interest from which such assets will be allocated will identify:

(i) Titling Trust Leases by account number;

(ii) Titling Trust Vehicles by vehicle identification number; and

(iii) any other Titling Trust Assets by such description in such form that will permit the Titling Trustee to identify such Titling Trust Assets separately from any other Titling Trust Assets.

(h) Reporting to Titling Trust Administrator. The Holders (or the related Servicer on their behalf) will report to the Titling Trust Administrator with respect to assets acquired, assigned, transferred, or reallocated pursuant to Section 4.3(b), (d), (e) and (f) at such times, in such manner and in such form as may be agreed to from time to time by such Holders (or the related Servicer on their behalf) and the Titling Trust Administrator, which may include any electronic means.

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(i) Certain Rights and Duties of the Titling Trust Administrator With Respect to Specified Interests and Specified Assets. In accordance with procedures set forth in the related Servicing Agreement, each Servicer (or, if no Servicer has been appointed with respect to a Specified Interest, the Holders of the related Series) will provide information with respect to the related Specified Assets to the Titling Trust Administrator in detail sufficient to permit the Titling Trust Administrator to maintain on an ongoing basis adequate records with respect to the investments of the Holders in the Titling Trust and to provide the Holders and the Titling Trust Creditors with any information required to be provided to them pursuant to this Titling Trust Agreement and the other Trust Documents. The Titling Trust Administrator has no responsibility for determining, monitoring or verifying the value or quality of any assets contributed to or held by the Titling Trust. The Titling Trust Administrator, upon receipt of all certificates, statements, opinions, reports, documents, orders, other instruments or property furnished to the Titling Trust Administrator that are required to be furnished pursuant to this Titling Trust Agreement, will examine them to determine whether they are on their face in the form required by this Titling Trust Agreement. If any such item is found on its face not to conform to the requirements of this Titling Trust Agreement in a material manner, the Titling Trust Administrator will take such action as it deems appropriate to have the item corrected by the related Servicer, and if the item is not corrected to the Titling Trust Administrator’s reasonable satisfaction by the related Servicer, the Titling Trust Administrator will provide notice thereof to the Titling Trustee and to the applicable Holders. The Titling Trust Administrator will make all books and records maintained by the Titling Trust Administrator with respect to the Titling Trust and the Titling Trust Assets available to the Titling Trustee for inspection, but only upon reasonable notice and during the normal business hours of the respective offices of the Titling Trust Administrator.

Section 4.4 Asset Removal Procedures.

Notwithstanding any provision to the contrary set forth in Section 4.3, the effectiveness of the reallocation of a Specified Asset of any Specified Interest to any other Specified Interest pursuant to any Specification Notice or Reallocation Notice, or the assignment or transfer by the Titling Trust of a Specified Asset of any Specified Interest, shall be subject to compliance with the following procedures, conditions and limitations (such procedures, the “Asset Removal Procedures”):

(a) the Titling Trustee has neither received notice from any related Registered Pledgee or Titling Trust Creditor, as the case may be, nor otherwise obtained actual knowledge, that a TRO Default (i) has occurred and is continuing with respect to any Trust-Related Obligation relating to the Specified Interest from which such Specified Assets are to be reallocated or (ii) would occur under any such Trust-Related Obligation as a result of such reallocation;

(b) Notice of such reallocation or assignment shall have been provided by the related Holder or Servicer to each TRO Holder Representative, if any, with respect to the Specified Interest from which such assets are to be reallocated at least five (5) Business Days prior to the applicable Series Cutoff Date, Reallocation Date or Assignment Date, as the case may be;

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(c) a copy of such Specification Notice or Reallocation Notice (including the related Applicable Asset Annex) shall have been delivered to each TRO Holder Representative, if any, with respect to the Specified Interest from which such Titling Trust Assets are to be reallocated or assigned no later than the fifth (5^th) Business Day following the applicable Series Cutoff Date, Reallocation Date or Assignment Date;

(d) the rights of the Titling Trust Creditors or Registered Pledgees with respect to the Specified Interest from which such Titling Trust Assets are being reallocated would not otherwise be violated by such reallocation; and

(e) in the case of an asset to be reallocated from another Specified Interest pursuant to a Specification Notice or Reallocation Notice, such asset will not be allocated to, or constitute a Specified Asset of, in each case as of the applicable Series Cutoff Date or Reallocation Date, as applicable, specified in such notice, any Specified Interest other than the Specified Interest to which such asset is to be reallocated pursuant to such notice.

Notwithstanding the foregoing part of this Section 4.4, if and to the extent that procedures with respect to the reallocation of assets from any Specified Interest are set forth in the TRO Documents for the Trust-Related Obligations, if any, of such Specified Interest, the procedures set forth in such TRO Documents shall govern, and compliance with such procedures shall be deemed to constitute compliance with this Section 4.4 (including as to delivery of any required notices to TRO Holders or their representatives).

Section 4.5 Accounts of the Titling Trust.

If so specified in the Servicing Agreement with respect to any Specified Interest, the Titling Trust Administrator will, in the manner so specified, establish and maintain in the name of the Titling Trust, or in such other name that identifies the Titling Trust as the holder of the account, one or more separate deposit accounts or securities accounts for the benefit of the Holders of the related Series. Any such account will be under the sole dominion and control of the related Holders, subject to the rights of any related Registered Pledgees or any related TRO Holders, except to the extent otherwise specified in such Servicing Agreement.

Section 4.6 Titling Trust Debts.

The Titling Trust may issue Titling Trust Debts with respect to (and only with respect to) any Titling Trust Debt Specified Interest. If so specified in the Titling Trust Debt Document with respect to any Titling Trust Debts or in the Specification Notice with respect to the related Specified Interest, the related Titling Trust Creditors may designate an indenture trustee, agent or other third party to exercise the rights of such Titling Trust Creditors under this Titling Trust Agreement. If no such third party is designated, unless otherwise specified in the related Specification Notice, the rights of the Titling Trust Creditors may be exercised only with the consent of 100% of such holders.

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ARTICLE V

THE CERTIFICATES

Section 5.1 Authentication and Delivery; Form.

(a) Each Certificate will be substantially in the form set forth in Exhibit B, subject to modifications as required by this Titling Trust Agreement or the related Specification Notice. Each Certificate will be executed by manual or facsimile signature by an Authorized Officer of the Titling Trustee. Each Certificate bearing the manual or facsimile signatures of individuals who were authorized to sign on behalf of the Titling Trustee at the time when such signatures were affixed will be a valid and binding representation of interests in the Titling Trust notwithstanding that any or all of such individuals will have ceased to be so authorized prior to or did not hold such offices at the date of authentication and delivery of such Certificate or thereafter.

(b) Certificates may be typewritten or produced by any other method, all as determined by the Titling Trustee, as evidenced by the Titling Trustee’s execution of such Certificates.

(c) In the case of Certificates issued in connection with the issuance of Trust-Related Obligations, Certificates will be issued only upon delivery of an Opinion of Counsel addressed to the Titling Trust Administrator, the Titling Trustee and the Titling Trust that (i) such issuance and the transactions entered into in connection therewith (including transfers of such Certificates permitted by the documents executed in connection with such transactions) will not cause the Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes and (ii) the issuance of such Certificates will not have a material adverse effect on the U.S. federal income tax characterization of the Trust-Related Obligations, if any, issued in connection with any previously issued Certificates.

(d) Notwithstanding any other part of this Titling Trust Agreement, no Person may acquire any Certificate or be admitted as a Holder unless:

(i) such Person is not acquiring its interest in the Titling Trust through an “established securities market” within the meaning of section 7704(b) of the Code;

(ii) after giving effect to such acquisition, there are no more than 95 beneficial owners of the Titling Trust as determined by Section 1.7704-1(h) of the Treasury Regulations; and

(iii) such Person either (A) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for U.S. federal income tax purposes, a partnership, grantor trust, or S Corporation (as defined in the Code) (any such entity, a “Pass-Through Entity”) or (B) is a Pass-Through Entity, but (x) after giving effect to such transaction less than 50 percent of the value of each beneficial ownership interest in such Pass-Through Entity is attributable to such entity’s interest in the Titling Trust or (y) adequate provisions are in place that restrict any transfer of beneficial interests in such

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Pass-Through Entity or the actions of such Pass-Through Entity in such a manner to prevent any increase in the number of beneficial owners of the Pass-Through Entity for purposes of Section 1.7704-1(h) of the Treasury Regulations without the consent of the Titling Trust (as confirmed by an Opinion of Counsel).

Section 5.2 Mutilated, Destroyed, Lost or Stolen Certificates.

If (i) any mutilated Certificate is surrendered to the Titling Trustee, or the Titling Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Titling Trustee such security or indemnity as may be required by it to indemnify and hold it harmless, then the Titling Trustee will execute on behalf of the Titling Trust and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a replacement Certificate of the same Class and proportionate interest in the Titling Trust, the related Specified Interest and the Specified Assets allocated thereto. Such substitute Certificate will constitute for all purposes a substitute for the original Certificate and the original Certificate will be deemed canceled and the books and records of the Titling Trustee will indicate such cancellation. Any replacement Certificate will be delivered to the Holder of the applicable Series. However, if there is a Registered Pledgee of such Certificate, then a replacement Certificate will be delivered to the Registered Pledgee if the Notice of Registered Pledge so provides.

Section 5.3 Persons Deemed Holders.

Prior to due presentation of a Certificate for registration of transfer, the Titling Trustee will regard the Person in whose name such Certificate is registered as the Holder for all purposes. The Holder of any Certificate may covenant or enter into agreements with other Persons with respect to the exercise of any or all of its rights as Holder of such Certificate and, subject to Section 5.4(e), upon receipt of notification of such arrangements by the Titling Trustee (with a copy to the Titling Trust Administrator), such Persons will be treated as Holders in accordance with and to the extent provided in such agreement.

Section 5.4 Registration of Transfer and Exchange of Certificates.

(a) The Titling Trustee will keep or cause to be kept, at the office or agency maintained pursuant to Section 5.5, a register (the “Certificate Register”) that, subject to such reasonable regulations as it may prescribe, the Titling Trustee will provide for the registration of Certificates and of transfers and exchanges of Certificates. The Titling Trustee will not register any transfer, sale, assignment, hypothecation, pledge or other conveyance of any Certificate unless the request for such transfer, sale, assignment, hypothecation, pledge or other conveyance is accompanied by either (i) in the case of a conveyance that constitutes a Registered Pledge, a Notice of Registered Pledge and the other documentation required under Section 5.4(e) and Section 5.4(f) or (ii) in the case of any other conveyance of a Certificate subject to a Registered Pledge, evidence that the related Registered Pledgees have consented to such conveyance.

(b) Upon surrender for registration of transfer of any Certificate to the Titling Trustee at its Corporate Trust Office, an Authorized Officer of the Titling Trustee will execute, authenticate, and deliver, in the name of the designated transferee or transferees, one or more new Certificates in a like aggregate amount dated the date of authentication by the Titling Trustee.

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(c) Every Certificate presented or surrendered for registration of transfer or exchange will be accompanied by an instrument of transfer or exchange in form satisfactory to the Titling Trustee duly executed by the Holder, including, with respect to any Certificate subject to a Registered Pledge, the documentation described in Section 5.4(a)(ii). Each Certificate surrendered for registration of transfer and exchange will be canceled and subsequently disposed of by the Titling Trustee.

(d) No service charge will be made for any registration of transfer or exchange of Certificates, but the Titling Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

(e) Except to the extent specified in this Titling Trust Agreement or in the related Servicing Agreement, Certificates may be assigned, pledged or otherwise transferred. However, the Certificates may be assigned, pledged or otherwise transferred only upon delivery of an Opinion of Counsel addressed to the Titling Trust Administrator, the Titling Trustee and the Titling Trust that such assignment, pledge or transfer will not cause the Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. Any attempted assignment, pledge, or other transfer in violation of this Section 5.4(e) will be void ab initio. In addition, each assignee, pledgee or other transferee must, prior to or contemporaneously with any such assignment, pledge or other transfer, execute an agreement containing a non-petition covenant substantially similar to that set forth in Section 11.10 and deliver to the Titling Trust Administrator, the Titling Trustee and the Initial Beneficiary an executed copy of such agreement. In addition to the foregoing, in the case of a pledge of a Certificate, the Holder will deliver to the Titling Trustee (with a copy to the Titling Trust Administrator) a notice of registered pledge substantially in the form of Exhibit C (a “Notice of Registered Pledge”), an executed copy of the related security agreement and any agreements governing the exercise by the pledgee of the rights of a Holder with respect to the applicable Certificate (any such pledge, a “Registered Pledge”).

(f) The Titling Trustee will deliver, or cause to be delivered, a copy of this Titling Trust Agreement to each Person that becomes a Holder or Registered Pledgee.

Section 5.5 Maintenance of Office or Agency.

The Titling Trustee will maintain an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Titling Trustee in respect of the Certificates and this Titling Trust Agreement may be served. The Titling Trustee initially designates its Corporate Trust Office as its office for such purposes. The Titling Trustee will give prompt notice to the Initial Beneficiary, the Holders and any Registered Pledgees of any change in the location of such office.

Section 5.6 Cooperation with Servicers.

The Titling Trust will furnish each Servicer with any powers of attorney and such other documents as have been prepared by such Servicer for execution by the Titling Trust as are necessary or appropriate to enable such Servicer to carry out its duties under the applicable Servicing Agreement.

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Section 5.7 Registered Pledge.

Each Notice of Registered Pledge will be executed by the Holder of the subject Certificate and each Registered Pledgee of such Certificate and will set forth the following information:

(i) the name of the Holder;

(ii) the name and address of the Registered Pledgee;

(iii) the Series and Class, if applicable, of the Certificate subject to the Registered Pledge;

(iv) any rights of the Holder under this Titling Trust Agreement and the applicable Certificate that the Holder has agreed may be exercised by the Registered Pledgee;

(v) if there is more than one Registered Pledgee of a Certificate, a brief statement of the relative rights of each Registered Pledgee in such Certificate; and

(vi) any additional information required by the Titling Trust Administrator or the Titling Trustee.

ARTICLE VI

ACCOUNTING AND REPORTS TO HOLDERS

The Titling Trust Administrator will (a) maintain (or cause to be maintained) the books of the Titling Trust on a calendar year basis on the accrual method of accounting, (b) deliver to each Holder and Registered Pledgee such information as may be required by the Code and applicable Treasury Regulations or otherwise, including such information as may be required to enable each Holder and Registered Pledgee to prepare its U.S. federal income tax returns, (c) file (or cause to be filed) any tax returns relating to the Titling Trust and make (or cause to be made) such elections as may be required or appropriate under any Applicable Law, and (d) cause such tax returns to be signed in the manner required by Applicable Law.

ARTICLE VII

THE TITLING TRUST ADMINISTRATOR AND THE TRUSTEES

Section 7.1 Appointment of the Titling Trust Administrator; Duties of the Titling Trust Administrator and the Titling Trustee.

(a) Appointment of the Titling Trust Administrator. The Initial Beneficiary appoints World Omni as Titling Trust Administrator and World Omni hereby accepts such appointment. Each Holder of a Certificate, by acceptance thereof, will be deemed to have consented to the appointment of World Omni as Titling Trust Administrator.

(b) Duties of the Titling Trust Administrator and the Trustees. The Titling Trust Administrator and the Trustees will each perform such duties, and only such duties, as are specifically set forth in this Titling Trust Agreement. No implied covenants or obligations will be read into this Titling Trust Agreement.

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(c) Reliance on Certificates and Opinions. In the absence of bad faith, gross negligence or willful misconduct on its part, the Titling Trust Administrator and each Trustee may conclusively rely upon certificates or opinions furnished to the Titling Trust Administrator or the applicable Trustee, as the case may be, and conforming to the requirements of this Titling Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein. However, the immediately preceding sentence will not apply unless the Titling Trust Administrator or the applicable Trustee, as the case may be, have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Titling Trust Agreement.

(d) No Duty to Segregate Funds; No Liability for Interest. Subject to Section 4.3, the Titling Trust Administrator is not required to segregate funds received under this Titling Trust Agreement in any manner except to the extent required by Applicable Law and the related Servicing Agreement and may deposit such funds under such general conditions as may be prescribed by Applicable Law. The Titling Trust Administrator will not be liable for any interest on any such funds.

(e) Limitation on Direction by Holders. A Holder will not direct the Titling Trust Administrator or either Trustee to take any action that:

(i) is inconsistent with any of the Permitted Transactions;

(ii) would result in the Titling Trust’s becoming an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes or that is otherwise inconsistent with the intended tax characterization of the Titling Trust and the Titling Trust Assets as set forth in Section 2.9; or

(iii) is otherwise inconsistent with any provision of this Titling Trust Agreement or any other Trust Document.

Section 7.2 Authorization of the Titling Trust Administrator and the Trustees.

Each Trust Representative is authorized and directed by the Initial Beneficiary to execute and deliver this Titling Trust Agreement, the Intercreditor Agreement, each of the other Trust Documents, and each certificate or other document attached as an exhibit to or contemplated by this Titling Trust Agreement to which the Titling Trust is to be a party, in such form as the Initial Beneficiary may approve.

Section 7.3 Acceptance of Duties; Limitation of Liability.

(a) General Standard of Care. Each Trust Representative agrees to perform its respective duties under this Titling Trust Agreement but only upon the terms of this Titling Trust Agreement. Each Trust Representative also agrees to disburse any and all moneys received by it constituting part of the Titling Trust Assets upon the terms of this Titling Trust Agreement and the other Trust Documents. In carrying out its duties hereunder, each Trust

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Representative shall exercise such of the rights and powers vested in it using the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. No provision of this Titling Trust Agreement shall be construed to relieve any Trust Representative from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance or, in the case of the Titling Trustee, similar acts or omissions of any Titling Trustee Agent; provided, however, that:

(i) no Trustee shall be personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of the corporate trust office of, such Trustee (or, in the case of the Titling Trustee, any Titling Trustee Agent), including any vice-president, trust officer or any other officer of such Trustee (or, in the case of the Titling Trustee, any Titling Trustee Agent) customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person’s knowledge of or familiarity with the particular subject, unless it shall be proved that such Trustee (or, in the case of the Titling Trustee, such Titling Trustee Agent) was negligent or acted with willful misfeasance in performing its duties in accordance with the terms of this Titling Trust Agreement; and

(ii) no Trustee shall be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the Initial Beneficiary or, to the extent of actions taken with respect to any Specified Interest or the related Specified Assets, the Holder of the related Series, relating to the exercise of any trust power conferred upon such Trustee under this Titling Trust Agreement.

(b) Limitation on Requirement of Trust Representatives to Take Actions Exposing Them to Risk. Notwithstanding Section 7.3(a), no Trust Representative will be under any obligation to exercise any of the rights or powers vested in it by this Titling Trust Agreement, or to institute, conduct or defend any litigation under this Titling Trust Agreement or otherwise or in relation to this Titling Trust Agreement, at the request, order or direction of any Holder, unless such Holder has offered to such Trust Representative security or indemnity satisfactory to it against the fees, costs, expenses and liabilities that may be incurred by such Trust Representative therein or thereby. The right of each Trust Representative to perform any discretionary act enumerated in this Titling Trust Agreement will not be construed as a duty, and neither Trust Representative will not be answerable for other than its negligence or willful misconduct in the performance of any such act.

(c) Limitation on Actions That Impair Beneficial Interests, Asset Value or Ratings. Except for actions expressly authorized or required by this Titling Trust Agreement or another Trust Document related to a Specified Interest (or any particular subset of Titling Trust Assets included therein), no Trustee shall take any action as to which such Trustee (i) has been notified by the Initial Beneficiary, or any related Securitization Entity, Holder or Titling Trust Creditor or (ii) has actual knowledge, that, in either case, such action would impair the related Beneficial Interests, would impair the value of any related Specified Asset or would result in a downgrade or withdrawal of the rating assigned by any Rating Agency to any related Trust-Related Obligation.

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Section 7.4 Action upon Instruction by Holders.

(a) The Holders of any Series, subject to the rights of the related Registered Pledgee, if any, may direct the Titling Trust Administrator, the Titling Trust, each Trustee or the Servicer with respect to the related Specified Interest to take action or refrain from taking action with respect to the related Specified Assets except to the extent that such action or inaction would conflict with any other provision of this Titling Trust Agreement, any other Trust Document or any other document to which the related Titling Trust Assets are subject. Such direction may be exercised at any time by instructions signed by the Holders holding a 100% beneficial interest in such Specified Assets.

(b) Notwithstanding the foregoing, and in accordance with Section 7.7, the Titling Trust Administrator will not be required to take any action or refrain from taking action under this Titling Trust Agreement if the Titling Trust Administrator has reasonably determined, or has been advised by counsel, that such action is likely to result in liability on the part of the Titling Trust Administrator or is contrary to the terms hereof or is otherwise contrary to Applicable Law.

(c) Whenever the Titling Trust Administrator is unable to decide between alternative courses of action permitted or required by this Titling Trust Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Titling Trust Agreement, the Titling Trust Administrator may request an Opinion of Counsel as to such application, intent, interpretation or meaning, or may give notice (in a form appropriate under the circumstances) to the Holders requesting instruction as to the course of action to be adopted, and, to the extent the Titling Trust Administrator acts in good faith in accordance with such Opinion of Counsel or any such instruction received from such Holders, as the case may be, the Titling Trust Administrator will not be liable on account of such action to any Person. If the Titling Trust Administrator does not receive an Opinion of Counsel or appropriate instructions within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but will be under no duty to, take or refrain from taking such action that is consistent, in its view, with this Titling Trust Agreement, and as it deems to be in the best interests of the Holders, and the Titling Trust Administrator will have no liability to any Person for any such action or inaction.

Section 7.5 Furnishing of Documents.

The Titling Trust Administrator will furnish to the Holders, promptly upon receipt of a request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Titling Trust Administrator by the Servicer or others.

Section 7.6 Representations and Warranties of the Trustees; Agreements Regarding Stock.

(a) Representations and Warranties of the Trustees. Each Trustee represents and warrants to the Initial Beneficiary and the Holders as follows:

(i) Due Organization. It is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

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(ii) Power and Authority; Authorization. It has full power, authority and legal right to execute, deliver and perform this Titling Trust Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Titling Trust Agreement.

(iii) No Violation. The execution, delivery and performance by it of this Titling Trust Agreement (i) does not violate any provision of any law or regulation governing the banking and trust powers of the Titling Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Titling Trustee or any of its assets, (ii) does not violate any provision of the corporate charter or by-laws of the Titling Trustee, and (iii) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties of the Titling Trustee pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, violation, default or Lien would reasonably be expected to have a materially adverse effect on the Titling Trustee’s performance or ability to perform its duties under this Titling Trust Agreement or on the transactions contemplated in this Titling Trust Agreement.

(iv) Consents and Approvals. The execution, delivery and performance by the Titling Trustee of this Titling Trust Agreement does not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any Governmental Authority.

(v) Execution, Delivery and Enforceability. This Titling Trust Agreement has been duly executed and delivered by the Titling Trustee and constitutes the legal, valid and binding agreement of the Titling Trustee, enforceable in accordance with its terms, except as enforceability may be limited by insolvency, bankruptcy, reorganization, or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

(b) Single Purpose. The Titling Trustee represents and warrants to the Initial Beneficiary and the Holders that, except in its capacity as the Alabama Trustee, the Titling Trustee has not engaged, is not currently engaged, and will not engage during the term of this Titling Trust Agreement in any other activity other than serving as Titling Trustee and in such ancillary activities as are necessary and proper in order to act as Titling Trustee in accordance with this Titling Trust Agreement and the other Trust Documents.

(c) Representations and Warranties of U.S. Bank; Agreements Regarding Stock. U.S. Bank represents and warrants to the Initial Beneficiary and the Holders that:

(i) Ownership of Stock. All of the issued and outstanding capital stock of the Titling Trustee (together with any additional capital stock of the Titling Trustee that may be issued from time to time in the future, the “Trustee Stock”) is owned by U.S. Bank, free and clear of any lien, encumbrance or any other restriction, agreement or commitment of any kind (other than as provided for in this Titling Trust Agreement) that would in any way restrict U.S. Bank’s ability freely to transfer, convey and assign the Trustee Stock. All such Trustee Stock currently outstanding is (and any Trustee Stock that may be issued in the future will be) validly issued, fully paid and

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nonassesable and has not been (and will not be) issued in violation of any preemptive, first refusal or other subscription rights of any Person. There are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, exchange rights or other rights, agreements or commitments of any kind obligating U.S. Bank to sell any Trustee Stock or to issue any additional capital stock in the Titling Trustee to any Person. U.S. Bank will not issue any additional Trustee Stock without the express written consent of the Initial Beneficiary.

(ii) Transfer of Trustee Stock. For so long as U.S. Bank is acting as a Titling Trustee Agent pursuant to Section 7.12 of this Titling Trust Agreement or any Trust Agency Agreement, but subject to any applicable legal or regulatory requirements, it will retain ownership of all of the Trustee Stock. If at any time (and for any reason, including without limitation U.S. Bank’s resignation or termination as Titling Trustee Agent or the termination of the Titling Trust) U.S. Bank either is no longer acting as a Titling Trustee Agent, is no longer able, because of legal or regulatory changes, to own the Trustee Stock, or the Titling Trustee would have to be removed pursuant to Section 7.11 because of is being owned by U.S. Bank, U.S. Bank will:

(A) notify the Initial Beneficiary of such event; and

(B) sell to the Initial Beneficiary’s designee (who shall not be the Initial Beneficiary or any Affiliate thereof), at the Initial Beneficiary’s option, without recourse except with respect to the representations, warranties and covenants contained herein, all of the Trustee Stock for the sum of Ten United States Dollars (U.S.$10) plus the face value of any cash or cash equivalents then held by the Titling Trustee for its own account, but not in excess of its net worth as set forth on its financial books and records (“Liquid Titling Trustee Assets”).

The Initial Beneficiary’s designee shall have sixty (60) days from the date of receipt of such notice in which to exercise such option and to consummate such acquisition, during which time U.S. Bank shall refrain from offering for sale or selling any Trustee Stock to any Person other than the Initial Beneficiary’s designee. If the Initial Beneficiary’s designee shall not consummate such acquisition within such period, U.S. Bank shall be free to offer for sale or sell to any Person any or all of the Trustee Stock or to dissolve the Titling Trustee; provided, however, that, if, upon or in connection with U.S. Bank’s no longer being a Titling Trustee Agent, a successor Titling Trustee Agent shall be appointed by the Titling Trustee in replacement of U.S. Bank, and U.S. Bank will next grant to such successor Titling Trustee Agent an option for it or its designee to buy the Trustee Stock without recourse except with respect to the representations, warranties and covenants contained herein, for the sum of Ten United States Dollars (U.S.$10) plus the face value of the Liquid Titling Trustee Assets. Such successor Titling Trustee Agent or its designee shall have sixty (60) days from the date of receipt of such offer in which to exercise such option and consummate such acquisition, during which time U.S. Bank shall refrain from offering for sale or selling any Trustee Stock to any Person other than such successor Titling Trustee Agent or its designee.

If any of the Initial Beneficiary’s designee, a successor Titling Trustee Agent or its designee shall timely exercise its option to acquire the Trustee Stock, U.S. Bank shall

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promptly tender all such Trustee Stock to such buyer at a time and place determined by the buyer, duly endorsed in blank or with duly endorsed stock powers attached, against payment of the purchase price. The Initial Beneficiary shall pay any transfer or similar taxes arising from a transfer of the Trustee Stock as contemplated by this Titling Trust Agreement.

Section 7.7 Reliance; Advice of Counsel.

Except as otherwise provided in this Titling Trust Agreement:

(a) Reliance on Documents. Each Trust Representative may rely and shall be protected in acting or refraining from acting upon any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. In particular, but without limitation, whenever in this Titling Trust Agreement it is provided that the applicable Trust Representative shall receive or may rely on the instructions or directions of the Initial Beneficiary, any Securitization Entity, any Holder or any Titling Trust Creditor, any written instruction or direction purporting to bear the signature of any officer of such Person reasonably believed by it to be genuine may be deemed by such Trust Representative to have been signed or presented by the proper party.

(b) Reliance on Counsel. Each Trust Representative may consult with counsel, and any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Titling Trust Agreement in good faith and in accordance with such opinion of counsel.

(c) No Requirement to Take Discretionary Action Without Indemnity. No Trust Representative shall be under any obligation to exercise any of the discretionary rights or powers vested in it by this Titling Trust Agreement, or to institute, conduct or defend any litigation under this Titling Trust Agreement or in relation to this Titling Trust Agreement at the request, order or direction of the Initial Beneficiary, any Securitization Entity, any Holder or any Titling Trust Creditor pursuant to the provisions of this Titling Trust Agreement, unless such requesting Person(s) shall have offered to such reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby.

(d) No Trust Representative shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Initial Beneficiary, any Securitization Entity, any Holder or any Titling Trust Creditor in connection with a Trust-Related Obligation; provided, however, that, if the payment within a reasonable time to such Trust Representative of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of such Trust Representative, not reasonably assured to such Trust Representative by the security afforded to it by the terms of this Titling Trust Agreement or any other Trust Document, such Trust Representative may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person(s) requesting such examination or, if paid by such Trust Representative, shall be reimbursed to such Trust Representative as an expense of the Titling Trust upon demand.

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Section 7.8 Compensation and Reimbursement.

The Titling Trust Administrator and each of the Trustees will receive as compensation for its services under this Titling Trust Agreement such reasonable fees as separately agreed upon between the Initial Beneficiary and the Titling Trust Administrator or the applicable Titling Trustee, as the case may be. The Titling Trust Administrator and each of the Trustees will be entitled to be reimbursed by the Initial Beneficiary for its reasonable expenses under this Titling Trust Agreement, including the reasonable compensation, expenses and disbursements of such agents, custodians, nominees, representatives, experts and counsel as the Titling Trust Administrator or the applicable Trustee may employ in connection with the exercise and performance of its rights and its duties under this Titling Trust Agreement. However, pursuant to the terms of the Servicing Agreements entered into in connection with the issuance of any Certificate, the related Holders (or the related Servicer or another Person if so specified therein) will pay the Specified Asset Titling Trust Administrator Fee and the Specified Asset Titling Trustee Fee in the manner and at the times set forth therein.

Section 7.9 Resignation or Removal of Titling Trust Administrator and the Trustees.

(a) Neither the Titling Trust Administrator nor either of the Trustees may resign without the consent of the Initial Beneficiary unless the Titling Trust Administrator or the applicable Titling Trustee ceases to be eligible (in the case of the Trustees, in accordance with the provisions of Section 7.11) or the Titling Trust Administrator or the applicable Trustee is incapable of acting or it is illegal for the Titling Trust Administrator or the applicable Trustee to act.

(b) The Initial Beneficiary may remove the Titling Trust Administrator or either Trustee (and will remove the Titling Trust Administrator or the applicable Trustee in the case of the occurrence of the events described in clauses (i) through (v)):

(i) in the case of either Trustee, if the Trustee ceases to be eligible in accordance with the provisions of Section 7.11;

(ii) if the Titling Trust Administrator or the applicable Trustee is adjudged bankrupt or insolvent;

(iii) if a receiver or other public officer is appointed or takes charge or control of the applicable Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation or if an Insolvency Event occurs with respect to the Titling Trust Administrator or the applicable Trustee;

(iv) if the Titling Trust Administrator or the applicable Trustee otherwise is incapable of acting or it is illegal for the Titling Trust Administrator or the applicable Trustee to act;

(v) in the case of either Trustee, (A) any representation or warranty made by such Trustee pursuant to Section 7.6 shall prove to have been untrue in any material respect when made, and (B) such representation or warranty shall continue to be untrue for 30 days following actual knowledge thereof by such Trustee, or notice thereof to such Trustee by the Initial Beneficiary, any Holder or any Registered Pledgee,

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and (C) such Trustee shall fail to resign after written request therefor, following the 30-day period referred to in the immediately preceding subclause (B), by the Initial Beneficiary, any Holder or any Registered Pledgee; or

(vi) at its discretion.

(c) If the Titling Trust Administrator or a Trustee is removed or if a vacancy exists in the office of Titling Trust Administrator or either Trustee for any reason, the Initial Beneficiary will promptly appoint a successor Titling Trust Administrator or successor Trustee by written instrument (one copy will be delivered to the outgoing Titling Trust Administrator or Trustee so removed, one copy to the successor Titling Trust Administrator or successor Trustee, as the case may be, and one copy to each Rating Agency then rating any Trust-Related Obligation). Any successor Trustee must satisfy the requirements of Section 7.11. All costs associated with the resignation or removal of the Titling Trust Administrator or a Trustee and the appointment of a successor will be borne by the Holders of the Certificates based on their respective Specified Asset Percentages of such costs. However, if the Initial Beneficiary (i) consents to the resignation of the Titling Trust Administrator or a Trustee pursuant to Section 7.9(a) or (ii) removes the Titling Trust Administrator or a Trustee pursuant to Section 7.9(b)(vi), all such costs will be borne exclusively by the Initial Beneficiary.

(d) Any resignation or removal of the Titling Trust Administrator or a Trustee and appointment of a successor Titling Trust Administrator or Trustee pursuant to any of the provisions of this Section 7.9 will not become effective until an acceptance of appointment is delivered by the successor Titling Trust Administrator or Trustee, as the case may be, upon which the successor Titling Trust Administrator or Trustee, as the case may be, must become fully vested with all the rights, powers, duties and obligations of its predecessor under this Titling Trust Agreement, with like effect as if originally named as Titling Trust Administrator or Trustee, as the case may be.

(e) The predecessor Titling Trust Administrator or Trustee, as the case may be, will deliver to the successor Titling Trust Administrator or Trustee, as the case may be, all books, records, accounts, documents, statements and monies held by it under this Titling Trust Agreement. The predecessor Titling Trust Administrator or Trustee, as the case may be, will execute and deliver such instruments and do such other things as may reasonably be required to fully and certainly vest and confirm in the successor Titling Trust Administrator or Trustee, as the case may be, all such rights, powers, duties and obligations. The predecessor Titling Trust Administrator or Trustee, as the case may be, will cooperate with the successor Titling Trust Administrator or Trustee, as the case may be, to ensure that the successor Titling Trust Administrator or Titling Trustee, as the case may be, has all books, records, accounts, documents, statements and monies held by it under this Titling Trust Agreement and any other relevant information relating to the Titling Trust Assets.

(f) Upon the acceptance by a successor Titling Trust Administrator or Trustee, as the case may be, of its appointment pursuant to this Section 7.9, the Initial Beneficiary will mail notice of such appointment to each Holder or Registered Pledgee of a Certificate, and to each Designated Notice Recipient with respect to any Trust-Related Obligation. If the Initial Beneficiary fails to mail such notice within 10 days after the successor Titling Trust Administrator or Trustee, as the case may be, has accepted its appointment under this Titling Trust Agreement, the successor Titling Trust Administrator or Trustee, as the case may be, will cause such notice to be mailed at the expense of the Initial Beneficiary.

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Section 7.10 Merger or Consolidation of Titling Trust Administrator or the Titling Trustee.

Any Person that may be merged, converted or consolidated with the Titling Trust Administrator or either Trustee, as the case may be, or any Person resulting from any merger, conversion or consolidation to which the Titling Trust Administrator or either Trustee, as the case may be, is a party, or any Person succeeding to all or substantially all of the corporate trust business of the Titling Trust Administrator or either Trustee, as the case may be, will be deemed the successor of the Titling Trust Administrator or the applicable Trustee, as the case may be, under this Titling Trust Agreement, in the case of a Trustee, so long as such Person satisfies the requirements of Section 7.11, and without the execution or filing of any instrument or any further act on the part of any of the parties to this Titling Trust Agreement.

Section 7.11 Eligibility Requirements for the Trustees.

(a) Each Trustee will at all times satisfy each of the following requirements or be a wholly owned subsidiary of an entity that satisfies each of the following requirements:

(i) be either (a) a corporation organized under the laws of one of the fifty states of the United States, the District of Columbia or the Commonwealth of Puerto Rico or (b) a banking association organized under the laws of the United States or any state thereof;

(ii) not be the Initial Beneficiary or any Affiliate thereof;

(iii) be qualified as a trustee to hold Titling Trust Assets located in each of Florida, Alabama, Georgia, North Carolina and South Carolina (to the extent that the Titling Trustee is required to hold such Titling Trust Assets);

(iv) be authorized to exercise corporate trust powers; and

(v) have a combined capital and surplus of not less than $50,000,000.

(b) The Titling Trust will at all times have at least one trustee that will comply with all of the requirements of Section 3807(a) of the Delaware Statutory Trust Act relating to the qualification of a trustee for a Delaware statutory trust.

Section 7.12 Agents of the Trust Representatives.

(a) Appointment. In the performance of its duties and obligations under this Titling Trust Agreement, each Trust Representative may act directly or through its agents, attorneys, custodians or nominees pursuant to agreements entered into with any of them, and neither Trust Representative will be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees were selected by such Trust Representative with reasonable care. Each Trust Representative may consult with counsel, accountants and other skilled professionals to be selected with reasonable care and employed by it. No Trust Representative will be liable for anything done, suffered or omitted in good faith by it in accordance with any Opinion of Counsel or advice of such accountants or other

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such skilled professionals and not contrary to this Titling Trust Agreement. By way of illustration and not in limitation of the foregoing, the Titling Trustee may enter from time to time into one or more agency agreements (each a “Trust Agency Agreement”) with such Person or Persons, including without limitation any Affiliate of the Titling Trustee (each a “Titling Trustee Agent”), as are by experience and expertise qualified to act in a trustee capacity and otherwise acceptable to the Initial Beneficiary (U.S. Bank being hereby deemed both qualified and acceptable for these purposes).

(b) Removal. Notwithstanding Section 7.12(a), each Trust Representative agrees that it shall replace any Titling Trustee Agent appointed by such Trust Representative (including U.S. Bank) upon the occurrence and continuation of any of the following events:

(i) the Initial Beneficiary determines in its good faith judgment that the compensation or level of service of such Titling Trustee Agent shall no longer be reasonably competitive with those of any alternative agent reasonably proposed by the Initial Beneficiary, and the Initial Beneficiary provides notice to such effect to the Titling Trustee and the Titling Trustee Agent; or

(ii) such Titling Trustee Agent is adjudged bankrupt or insolvent; or

(iii) a receiver or other public officer is appointed or takes charge or control of such Titling Trustee Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation or an Insolvency Event occurs with respect to such Titling Trustee Agent; or

(iv) such Titling Trustee Agent otherwise is incapable of acting with respect to the performance of its obligations under the applicable Trust Agency Agreement, or it is illegal for such Titling Trustee Agent to so act; or

(v) all of the following have occurred: (A) any representation or warranty made by such Titling Trustee Agent pursuant to the applicable Trust Agency Agreement shall prove to have been untrue in any material respect when made, and (B) such representation or warranty shall continue to be untrue for 30 days following actual knowledge thereof by such Titling Trustee Agent, or notice thereof to the Titling Trustee and such Titling Trustee Agent by the Initial Beneficiary, and (C) such Titling Trustee Agent shall fail to resign after written request therefor, following the 30-day period referred to in the immediately preceding subclause (B), by the Initial Beneficiary (with a copy of such notice being delivered to the Titling Trustee); or

(vi) all of the following have occurred:

(A) the Titling Trustee Agent has materially breached its obligations under the applicable Trust Agency Agreement; and

(B) the Initial Beneficiary has given written notice to the Titling Trustee and the Titling Trustee Agent of such breach; and

46 Titling Trust Agreement

(C) the Titling Trustee Agent has not cured such breach in all material respects within 30 Business Days thereafter.

(c) Trust Agency Agreements. Each Trust Agency Agreement shall:

(i) specify the duties, powers, liabilities, obligations and compensation of the applicable Titling Trustee Agent(s) to carry out on behalf of the Titling Trustee any or all of its obligations in such capacity that arise under this Titling Trust Agreement or otherwise; and

(ii) contain a non-petition covenant substantially identical to that set forth in Item 4 of the table in Section 4.1(f);

provided, however, that, nothing contained in any Trust Agency Agreement shall excuse, limit or otherwise affect any power, duty, obligation, liability or compensation otherwise applicable to the Titling Trustee under this Titling Trust Agreement.

(d) Appointment of U.S. Bank as Initial Titling Trustee Agent.

(i) Appointment. The Titling Trustee hereby engages U.S. Bank as its Initial Titling Trustee Agent (in such capacity, the “Initial Titling Trustee Agent”), and U.S. Bank by its signature to this Titling Trust Agreement accepts such engagement. All provisions of this Section 7.12(d) shall constitute a Trust Agency Agreement between the Initial Titling Trustee Agent and the Titling Trustee, subject to any amendment or supplement between such parties that is not inconsistent with the terms of this Titling Trust Agreement.

(ii) Duties. The Initial Titling Trustee Agent shall perform and carry out, on behalf of the Titling Trustee, each and every obligation of the Titling Trustee under this Titling Trust Agreement and under each other Trust Document.

(iii) Compensation. The Titling Trustee shall from time to time pay to the Initial Titling Trustee Agent reasonable compensation for its services and shall provide such reimbursement of expenses as are separately agreed from time to time by the Titling Trustee and the Initial Titling Trustee Agent.

(iv) Non-Petition. To the extent permitted by applicable law, the Initial Titling Trustee Agent shall not, prior to the end of the period that is one year and one day (or, if longer, any applicable preference period), (A) file or join in filing any bankruptcy petition against the Titling Trust and/or (B) cooperate with or encourage others to file a bankruptcy petition against the Titling Trust.

(v) Vacancy; Appointment of Successor. If the Initial Titling Trustee Agent is removed or if a vacancy exists in the office of the Initial Titling Trustee Agent (or any successor thereto performing similar functions) for any reason (and the rights and obligations of the Initial Titling Trustee Agent, or such other Person, as the case may be, under this Titling Trust Agreement have not been transferred to a Person that is willing and able to perform the functions currently performed by the Initial Titling Trustee Agent), the Initial Beneficiary will promptly appoint a successor to the Initial Titling Trustee Agent by written instrument (one copy will be delivered to the outgoing

47 Titling Trust Agreement

Initial Titling Trustee Agent, one copy to its successor, and one copy to each Rating Agency then rating any Trust-Related Obligation). The Titling Trustee must satisfy the requirements of Section 7.11 immediately following any such appointment. All costs associated with the resignation or removal of the Initial Titling Trustee Agent (or any other Person performing the obligations of the Initial Titling Trustee Agent and the appointment of a successor will be borne by the Holders of the Certificates based on their respective Specified Asset Percentages of such costs.

(vi) Effectiveness of Appointment of Successor. Any resignation or removal of any Person performing the functions of the Initial Titling Trustee Agent and appointment of a successor Titling Trustee Agent performing such functions pursuant to any of the provisions of this Section 7.12 will not become effective until an acceptance of appointment is delivered by such successor, upon which such successor must become fully vested with all the rights, powers, duties and obligations of its predecessor under this Titling Trust Agreement, with like effect as if originally named as the Initial Titling Trustee Agent under this Titling Trust Agreement.

(vii) Delivery of Books and Records; Cooperation in Transition. The predecessor to any Person appointed pursuant to clauses (v) and/or (vi) above will deliver to the successor to such Person all books, records, accounts, documents, statements and monies held by it under this Titling Trust Agreement. Such predecessor will execute and deliver such instruments and do such other things as may reasonably be required to fully and certainly vest and confirm in such successor all such rights, powers, duties and obligations. Such predecessor will cooperate with such successor to ensure that such successor has all books, records, accounts, documents, statements and monies held by it under this Titling Trust Agreement and any other relevant information relating to the Titling Trust Assets.

(viii) Notice of Appointment of Successor. Upon the acceptance by a successor to the Initial Titling Trustee Agent (or a Person performing the functions thereof) of its appointment pursuant to this Section 7.12, the Initial Beneficiary will mail notice of such appointment to each Holder or Registered Pledgee of a Certificate, and to each Designated Notice Recipient with respect to any Trust-Related Obligation.

ARTICLE VIII

TERMINATION OF TRUST AGREEMENT

Section 8.1 Termination of Trust Agreement.

(a) This Titling Trust Agreement (other than Section 10.1 and Section 11.8) and the Titling Trust will terminate and be of no further force or effect on the final distribution by the Titling Trust Administrator of all moneys or other property constituting Titling Trust Assets.

Any Specified Interest may be terminated upon receipt by the Titling Trust Administrator of direction to such effect signed by the Holders of all of the related Certificates, with the consent of the Registered Pledgee, if any, and subject to the rights of any Titling Trust Creditors. Upon any such termination of a Specified Interest, the Titling Trust Administrator will

48 Titling Trust Agreement

distribute to the Holders of the Certificates related to the terminating Specified Interest, subject to the rights of any Registered Pledgees and of any Titling Trust Creditors, all related Specified Assets, including title to the related Specified Vehicles, by causing the Certificates of Title with respect thereto to be reregistered in the name of, or at the direction of, such Holders.

This Titling Trust Agreement and the Titling Trust may also terminate at the direction of the Initial Beneficiary so long as no Trust-Related Obligations are outstanding.

Neither this Titling Trust Agreement nor the Titling Trust will terminate upon the occurrence of an Insolvency Event with respect to any Holder and the Titling Trust will continue following the occurrence of an Insolvency Event with respect to any Holder, in each case, subject to the first paragraph of this Section 8.1(a).

(b) Upon the termination of the Titling Trust, the Titling Trust Administrator will distribute to each Holder of a Certificate its interest in the related Specified Assets by causing the Certificates of Title to be reregistered in the name of, or at the direction of, each such Holder.

(c) Upon the liquidation in whole of the Titling Trust pursuant to Section 8.1(a), Titling Trust Administrator will take all other actions required under the Delaware Statutory Trust Act in connection with the wind-up and liquidation of the Titling Trust, including the filing of a Certificate of Cancellation with the Secretary of State of the State of Delaware.

ARTICLE IX

AMENDMENTS

Section 9.1 Amendments.

(a) This Titling Trust Agreement and the Certificate of Trust may be amended by the parties hereto without the consent of any Holder of any Certificate at any time. Any such amendment will not (x) as evidenced by an Opinion of Counsel, materially and adversely affect the interests of any Holder (unless each such Holder has consented thereto), (y) as confirmed by each Rating Agency then rating any class or series of Trust-Related Obligations issued in connection with any Certificates, cause the then current rating assigned to such class or series to be withdrawn or reduced or (z) as evidenced by an Opinion of Counsel, cause the Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

(b) Notwithstanding Section 9.1(a), this Titling Trust Agreement may be amended at any time by the parties hereto without satisfaction of the conditions set forth in Section 9.1(a):

(i) to correct or amplify the description of any Specified Asset, or better to assure, convey and confirm unto the Titling Trust any Specified Asset;

(ii) to convey, transfer, assign, mortgage or pledge any additional Specified Assets to the Titling Trustee;

49 Titling Trust Agreement

(iii) to cure any ambiguity, to correct or supplement any provision in this Titling Trust Agreement or in any supplemental agreement that may be inconsistent with any other provision in this Titling Trust Agreement or in any supplemental agreement or to make any other provisions with respect to matters or questions arising under this Titling Trust Agreement or under any supplemental agreement which will not be inconsistent with the provisions of this Titling Trust Agreement;

(iv) to evidence the acceptance of the appointment under this Titling Trust Agreement of a successor trustee and to add to or change any of the provisions of this Titling Trust Agreement as will be necessary to facilitate the administration of the trusts under this Titling Trust Agreement; or

(v) to the extent reasonably necessary to assure that none of the Titling Trust or any transferee of any Certificate will be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

(c) Notwithstanding Section 9.1(a) and Section 9.1(b), any amendment to this Titling Trust Agreement shall require such additional approvals, if any, as may be specified in any other Trust Document.

(d) The Initial Beneficiary will deliver a copy of each amendment entered into pursuant to this Section 9.1 to each Rating Agency then rating any then-outstanding Trust-Related Obligations.

ARTICLE X

LIABILITIES; INDEMNIFICATION

Section 10.1 Liabilities; Indemnification.

(a) Indemnification by Holders for all Liabilities. To the extent permitted under Applicable Law, each Holder of a Certificate (but not any Registered Pledgee, Titling Trust Creditor or Secured Titling Trust Creditor) will be liable to third parties and will indemnify, defend and hold harmless the Titling Trust Administrator and each Trustee, including their respective officers, directors, shareholders, employees and agents (each, with respect to this Section 10.1, an “Indemnified Person” and, collectively, the “Indemnified Persons”) for all liabilities, obligations, losses, claims, damages, actions and suits, expenses and any and all costs, expenses and disbursements (including legal fees and expenses) of any kind and nature whatsoever (“Liabilities”) incurred in connection with the related Specified Assets, including any Liabilities arising out of or incurred in connection with such Persons’ acceptance or performance of the duties contained in this Titling Trust Agreement other than, in each case, Liabilities incurred solely:

(i) by reason of such Person’s willful malfeasance, bad faith or gross negligence; or

(ii) by reason of such Person’s breach of its representations and warranties set forth in this Titling Trust Agreement.

50 Titling Trust Agreement

(b) Holders’ Liability Limited to Related Specified Interest. No Holder of a Certificate and none of the related Specified Assets will be subject to Liabilities arising from or with respect to the Indemnified Persons or the Specified Assets relating to any other Specified Interest.

(c) Indemnification by Holders for State and Local Taxes. Without limiting the generality of Section 10.1(a), the Holders of each Series will defend and hold harmless the Indemnified Persons against all state and local taxes assessed on such Persons resulting from the location of the related Specified Assets.

(d) Specified Assets Not Subject to Liabilities. No claim for indemnification pursuant to this Section 10.1 will be payable from any Titling Trust Assets, including any Specified Assets, and neither the Titling Trust Administrator, nor any other Indemnified Person, will have any recourse against the assets of the Titling Trust, including any Specified Assets, with respect to any indemnification claim that any such Person may have against the Titling Trust or any Holder, Registered Pledgee, Servicer or Affiliate of any of the foregoing.

(e) Indemnification Procedures; Defense of Claims. The Indemnified Persons will promptly notify the Initial Beneficiary and the Holders of each Series of any claim for which such Indemnified Persons may seek indemnity. Failure by the Indemnified Persons to so notify such Holders will not relieve such Holder or Holders of its obligations under this Titling Trust Agreement. Any claim against the Indemnified Persons will be defended by such Holders and the Indemnified Persons will be entitled to separate counsel, the fees and expenses of which will be paid by such Holders.

(f) Survival. The indemnities contained in this Section 10.1 will survive the resignation, removal or termination of any Indemnified Person or the termination of this Titling Trust Agreement.

Section 10.2 Indemnification of the Titling Trustee Agents and the Trustees.

(a) Indemnification. To the extent permitted under Applicable Law, the Titling Trust Administrator will indemnify, defend and hold harmless each Trustee and each Titling Trustee Agent (including U.S. Bank, as Initial Titling Trustee Agent), and their respective officers, directors, employees and agents (each, with respect to this Section 10.2, an “Indemnified Person” and, collectively, the “Indemnified Persons”), from and against any and all Liabilities incurred by it:

(i) in connection with the administration of and the performance of its duties under this Titling Trust Agreement or the related Trust Agency Agreement, as the case may be, including the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under this Titling Trust Agreement or such Trust Agency Agreement, as the case may be, but excluding any cost, expense, loss, damage, claim or liability (A) incurred by the applicable Trustee or Titling Trustee Agent, as the case may be, through its own willful misconduct, negligence or bad faith or (B) arising from the breach of any representation or warranty contained in Section 7.6; or

51 Titling Trust Agreement

(ii) by reason of (A) the Titling Trust Administrator’s willful misconduct, negligence or bad faith in the performance of its duties under this Titling Trust Agreement (including the obligations delegated to the Titling Trust Administrator under Section 3.4(a)) or (B) the Titling Trust Administrator’s reckless disregard of its obligations and duties under this Titling Trust Agreement.

(b) Indemnification Procedures. Promptly upon receipt by any Indemnified Person of notice of the commencement of any suit, action, claim, proceeding or governmental investigation against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such suit, action, claim, proceeding or investigation is to be made against the Titling Trust Administrator under Section 10.2(a), notify the Titling Trust Administrator of the commencement of such suit, action, claim, proceeding or investigation. The Titling Trust Administrator may participate in and assume the defense and settlement of any such suit, action, claim, proceeding or investigation at its expense, and no settlement of such suit, action, claim, proceeding or investigation may be made without the approval of the Titling Trust Administrator and such Indemnified Person, which approvals will not be unreasonably withheld or delayed. After notice from the Titling Trust Administrator to the Indemnified Person of the Titling Trust Administrator’s intention to assume the defense of such suit, action, claim, proceeding or investigation with counsel reasonably satisfactory to the Indemnified Person, and so long as the Titling Trust Administrator so assumes the defense of such suit, action, claim, proceeding or investigation in a manner reasonably satisfactory to the Indemnified Person, as applicable, the Titling Trust Administrator will not be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Titling Trust Administrator and an Indemnified Person, in which case the Titling Trust Administrator will pay for the separate counsel to the Indemnified Person which is reasonably satisfactory to the Titling Trust Administrator.

(c) Survival of Indemnities. The indemnities contained in this Section 10.2 will survive the resignation, removal or termination of any Indemnified Person or the termination of this Titling Trust Agreement.

ARTICLE XI

MISCELLANEOUS

Section 11.1 No Legal Title to Titling Trust Assets; Direction of the Titling Trust Administrator.

(a) Legal title to all Titling Trust Assets will be vested at all times in the Titling Trust. The Holders will not have legal title to any Titling Trust Assets. However, as set forth in Section 4.3(c)(i), the Holders may direct the Titling Trust Administrator and the Titling Trustee to deliver the related Specified Assets to such Holders or at their direction.

(b) Notwithstanding Section 11.1(a) or anything else in this Titling Trust Agreement to the contrary, the Titling Trust Administrator will take no action with respect to entering into, disposing of or making any payment or distribution with respect to any Titling Trust Vehicle, Titling Trust Lease, Certificate of Title or insurance policy except in accordance with the procedures set forth in the applicable Servicing Agreement or (subject to the terms of the applicable Servicing Agreement and any applicable TRO Documents) as directed by the related Holders in accordance with Section 7.4(a).

52 Titling Trust Agreement

Section 11.2 Limitations on Rights of Others.

This Titling Trust Agreement is solely for the benefit of the Titling Trustee, the Delaware Trustee, the Titling Trust Administrator, the Initial Titling Trustee Agent, each additional Titling Trustee Agent, the Initial Beneficiary, each Registered Pledgee, the Secured Titling Trust Creditors, the other Titling Trust Creditors and the Holders, and nothing in this Titling Trust Agreement, whether express or implied, will be construed to give to any other Person any legal or equitable right, remedy or claim in the Titling Trust or the Titling Trust Assets or under or in respect of this Titling Trust Agreement or any covenants, conditions or provisions contained in this Titling Trust Agreement.

Section 11.3 Notices.

Unless otherwise specified in this Titling Trust Agreement, all notices, requests, demands, consents, instructions or other communications to or from the parties to this Titling Trust Agreement will be in writing (which may be transmitted electronically or posted to a password-protected website, provided that recipients will be notified of any such electronic posting and receipt of such notification will be confirmed in accordance with this Section 11.3 or confirmed by telephone). Notices, requests, demands, consents, instructions and other communications will be deemed to have been given and made, (i) in the case of a letter, upon delivery or, in the case of a letter mailed via registered first class mail, postage prepaid, three (3) days after deposit in the mail; (ii) in the case of a facsimile, when receipt is confirmed by telephone or by reply email or reply facsimile from the recipient; (iii) in the case of an email, when receipt is confirmed by telephone or by reply email from the recipient; and (iv) in the case of an electronic posting to a password-protected website, upon printed confirmation of the recipient’s access to such website, or when notification of such electronic posting is confirmed in accordance with clauses (i) through (iii) above. Unless otherwise specified in this Titling Trust Agreement, any such notice, request, demand, consent, instructions or other communication will be delivered or addressed as follows (or at such other address or facsimile number as any party may designate by notice to the other parties):

If to the Titling Trust Administrator, addressed to World Omni Financial Corp.:

World Omni Financial Corp.

190 Jim Moran Boulevard

Deerfield Beach, FL 33442

Attention: Treasurer

Fax: 954-429-2685

If to the Titling Trustee:

VT Inc.

c/o U.S. Bank Trust National Association

209 South LaSalle Street

Suite 300

Chicago, Illinois 60604

Attention: Patricia M. Child

Fax: 312-325-8905

Telephone: 312-325-8902

53 Titling Trust Agreement

If to the Initial Beneficiary, addressed to ALF LLC as follows:

Auto Lease Finance LLC

190 Jim Moran Boulevard

Deerfield Beach, FL 33442

Attention: Treasurer

Fax: 954-429-2685

If to the Delaware Trustee:

U.S. Bank Trust National Association

c/o Corporate Trust Services

209 South LaSalle Street, Suite 300

Chicago, Illinois 60604

Attention: Patricia M. Child

Fax: 312-325-8905

Telephone: 312-325-8902

If to the Initial Titling Trustee Agent:

U.S. Bank National Association

c/o Corporate Trust Services

209 South LaSalle Street, Suite 300

Chicago, Illinois 60604

Attention: Patricia M. Child

Fax: 312-325-8905

Telephone: 312-325-8902

If to any TRO Holder, to the address specified for delivery of notices to such Person in the Intercreditor Agreement (or, if no address is specified therein, the address so specified in the applicable TRO Documents).

Any notice to be delivered to any Holder (whether an initial Holder of a Certificate, or a permitted assignee of a Certificate) will be delivered at the address provided to the Titling Trust Administrator by such Holder.

Section 11.4 GOVERNING LAW.

THIS TITLING TRUST AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCEPT THAT, PURSUANT TO SECTION 3809 OF TITLE 12 OF THE DELAWARE CODE, THE DOCTRINE OF MERGER SHALL NOT BE APPLICABLE TO THIS TITLING TRUST AGREEMENT.

Section 11.5 Severability; Conflict with Delaware Statutory Trust Act.

If any one or more of the covenants, agreements, provisions or terms of this Titling Trust Agreement is held invalid, illegal or unenforceable, then such covenants, agreements, provisions or terms will be deemed severable from the remaining covenants,

54 Titling Trust Agreement

agreements, provisions or terms of this Titling Trust Agreement and will in no way affect the validity, legality or enforceability of the other provisions of this Titling Trust Agreement or of the Certificates or any Trust-Related Obligations or the rights of any Holders or TRO Holders. If there is a direct conflict between the provisions of this Titling Trust Agreement and any mandatory provision of the Delaware Statutory Trust Act, then the applicable provision of the Delaware Statutory Trust Act will control.

Section 11.6 Counterparts.

This Titling Trust Agreement may be executed in any number of counterparts, each of which counterparts will be an original, and all of which counterparts will together constitute one and the same instrument.

Section 11.7 Headings.

The headings in this Titling Trust Agreement are included for convenience only and will not affect the meaning or interpretation of any provision of this Titling Trust Agreement.

Section 11.8 Successors and Assigns.

All covenants and agreements contained herein are binding upon, and inure to the benefit of, the Initial Beneficiary, the Titling Trust Administrator and each Holder and their respective successors and permitted assigns. Notwithstanding the foregoing, the interests of the Initial Beneficiary hereunder will not be assigned, pledged, or otherwise transferred unless an Opinion of Counsel, delivered to the Titling Trust Administrator, is rendered that such assignment, pledge or other transfer will not cause the Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. Any attempted assignment, pledge or other transfer in violation of this Section 11.8 will be void ab initio. Any request, notice, direction, consent, instruction, waiver or other instrument or action by a Holder will bind the successors and assigns of such Holder.

Section 11.9 No Recourse.

Each Holder by accepting a Certificate acknowledges that such Holder’s Certificate or Certificates represent a beneficial interest in the related Specified Assets only and does not represent interests in or obligations of the Initial Beneficiary, any other Holder, the Titling Trustee, the Delaware Trustee, the Titling Trust Administrator, the Initial Titling Trustee Agent, any other Titling Trustee Agent, or any Affiliate thereof and no recourse may be had against such Persons or their assets, except as may be expressly set forth or contemplated in this Titling Trust Agreement or the Certificates.

Section 11.10 No Petition.

The Titling Trust Administrator, the Titling Trustee, the Delaware Trustee, the Initial Titling Trustee Agent, any other Titling Trustee Agent, the Initial Beneficiary, each Holder, each Registered Pledgee and each TRO Holder (including each Secured Titling Trust Creditor and each other Titling Trust Creditor) covenants that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all distributions to all Holders, Registered Pledgees and holders of Trust-Related Obligations pursuant to this Titling Trust Agreement, it will not institute against, or join any Person in instituting against, the Titling Trust

55 Titling Trust Agreement

any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding, under the laws of the United States or any state of the United States. Notwithstanding any other provision of this Titling Trust Agreement, none of the Titling Trust Administrator, the Titling Trustee or the Delaware Trustee will commence a voluntary proceeding in bankruptcy relating to the Titling Trust without the unanimous prior approval of all Holders and TRO Holders (or applicable TRO Holder Representatives on their behalf) and the delivery by each such Person of a certificate certifying that such Person reasonably believes that the Titling Trust is insolvent.

Section 11.11 Confidential Information.

(a) Each Trustee agrees to hold and treat all Confidential Information (defined in Section 11.11(b)) provided to it in connection with the transactions contemplated by this Titling Trust Agreement in confidence and in accordance with this Section 11.11, and will implement and maintain safeguards to further assure the confidentiality of such Confidential Information. Such Confidential Information will not, without the prior written consent of the Initial Beneficiary, be disclosed or used by the Titling Trustee or the Delaware Trustee or its directors, officers, employees or agents (collectively, the “Information Recipients”) other than in connection with the transactions contemplated by this Titling Trust Agreement, provided, however, that, such disclosure is not in violation of the Right to Financial Privacy Act of 1978, the Gramm-Leach-Bliley Act of 1999 (the “G-L-B Act”) or other Applicable Law.

(b) As used in this Titling Trust Agreement, “Confidential Information” means (A) all information obtained by the applicable Trustee regarding the administration of the Titling Trust, whether upon the exercise of its rights under this Titling Trust Agreement or otherwise and (B) without limiting the generality of the foregoing sub-clause (A), all non-public personal information (as defined in the G-L-B Act and its enabling regulations issued by the Federal Trade Commission) regarding Lessees on the Titling Trust Leases that is identified as such by the Initial Beneficiary. However, notwithstanding the preceding sentence, Confidential Information will not include information that (i) is or becomes generally available to the public other than as a result of disclosure by the Titling Trustee or any of its Information Recipients, (ii) was available to the applicable Trustee on a non-confidential basis from a Person other than the Servicer prior to its disclosure to such Trustee, (iii) is requested to be disclosed by a Governmental Authority or related governmental, administrative, or regulatory or self-regulatory agencies having or claiming authority to regulate or oversee any aspect of the applicable Trustee’s business or that of its Affiliates or is otherwise required by Applicable Law or by legal or regulatory process to be disclosed, (iv) becomes available to the applicable Trustee on a non-confidential basis from a Person other than the Initial Beneficiary who, to the knowledge of the applicable Trustee, is not otherwise bound by a confidentiality agreement with the Initial Beneficiary and is not otherwise prohibited from transmitting the information to the applicable Trustee or (v) the Initial Beneficiary provides written permission to the applicable Trustee to release.

[SIGNATURE PAGE FOLLOWS]

56 Titling Trust Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Titling Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

AUTO LEASE FINANCE LLC,
as Initial Beneficiary
By:	/s/ Ben Miller
Name:	Ben Miller
Title:	Assistant Treasurer

[Signature Pages to Titling Trust Agreement—1 of 5] Titling Trust Agreement

WORLD OMNI FINANCIAL CORP.,
as Titling Trust Administrator
By:	/s/ Ben Miller
Name:	Ben Miller
Title:	Assistant Treasurer

[Signature Pages to Titling Trust Agreement—2 of 5] Titling Trust Agreement

VT INC., not in its individual capacity but solely as Titling Trustee
By:	/s/ Patricia M. Child
Name:	Patricia M. Child
Title:	President

[Signature Pages to Titling Trust Agreement—3 of 5] Titling Trust Agreement

U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee
By:	/s/ Patricia M. Child
Name:	Patricia M. Child
Title:	Vice President

[Signature Pages to Titling Trust Agreement—4 of 5] Titling Trust Agreement

U.S. BANK NATIONAL ASSOCIATION, as Initial Titling Trustee Agent
By:	/s/ Patricia M. Child
Name:	Patricia M. Child
Title:	Vice President

[Signature Pages to Titling Trust Agreement—5 of 5] Titling Trust Agreement

EXHIBIT A

[FORM OF SPECIFICATION NOTICE]

WORLD OMNI LT

SPECIFICATION NOTICE

[        ]

To:	World Omni Financial Corp.,
	as Titling Trust Administrator of World Omni LT
Re:	Designation of [            ] Specified Interest
cc:	[                    ], as Registered Pledgee;
	VT Inc., as Titling Trustee

Reference is made to the Second Amended and Restated Trust Agreement, dated as of July 16, 2008 (the “Titling Trust Agreement”), of World Omni LT, a Delaware statutory trust (the “Titling Trust”) among Auto Lease Finance LLC, as Initial Beneficiary, World Omni Financial Corp., as Titling Trust Administrator (in such capacity, the “Titling Trust Administrator”), VT Inc., an Alabama corporation, as Titling Trustee (in such capacity, the “Titling Trustee”), U.S. Bank Trust National Association, a national banking association, as Delaware Trustee (in such capacity, the “Delaware Trustee”), and U.S. Bank National Association, a national banking association, as Initial Titling Trustee Agent (in such capacity, the “Initial Titling Trustee Agent”). Capitalized terms used but not defined in this Specification Notice are defined in the Titling Trust Agreement, which also contains rules as to usage that are applicable herein.

1. Pursuant to Section 4.1(a) of the Titling Trust Agreement, you are directed to designate a Specified Interest of the Titling Trust, to be known as the “[            ] Specified Interest” and to issue a Series of Certificates, to be known as the “[            ] Certificates,” substantially in the form of Exhibit A hereto, representing the entire Beneficial Interest in the Specified Assets allocated from time to time to such Specified Interest. [The Specified Assets to be initially allocated to such Specified Interest are [            ].]

2. The [            ] Specified Interest will be a separate series of the Titling Trust within the meaning of Section 3806(b) of the Delaware Statutory Trust Act.

3. Pursuant to Section 4.3(b)(i) of the Titling Trust Agreement, the Series Issue Date of the [            ] Specified Interest is [            ].

4. Pursuant to Section 4.3(b)(iv) of the Titling Trust Agreement, [    ] is designated as the registered Holder of the entire Series relating to the [            ] Specified Interest as of the [            ] Series Issue Date, and you are directed to cause the Titling Trust to execute and deliver to [    ], or to its order, as of the [            ] Series Issue Date, a single Certificate, designated as [            ] Certificate No. [    ], which will represent the entire beneficial interest in the Specified Assets allocated to the [            ] Specified Interest at any time.

5. The [            ] Specified Interest will be a [Fixed Specified Interest] [Revolving Specified Interest].

A-1

6. The [            ] Certificates will be issued [as a single Class][in multiple Classes].

7. Pursuant to Section 4.3(b)(v) of the Titling Trust Agreement, the Series Cutoff Date for the [            ] Specified Interest will be [            ].

8. Pursuant to Section 4.3(b)(vii) of the Titling Trust Agreement, Titling Trust Debts [may] [may not] be issued with respect to the [            ] Specified Interest.

9. The Specified Assets with respect to the [            ] Specified Interest as of the Series Cutoff Date specified in paragraph 7 hereof shall consist of the assets identified on the Applicable Asset Annex attached as Annex A hereto.

[SIGNATURE PAGE FOLLOWS]

A-2

IN WITNESS WHEREOF, the Initial Beneficiary has caused this [            ] Specification Notice to be duly executed and delivered by its officer hereunto duly authorized, as of the date first above written.

[                                         ]

as Holder

By:

Name:

Title:

A-3

EXHIBIT B

[Form of Certificate]

WORLD OMNI LT

[        ] CERTIFICATE

No. [    ]

evidencing the entire beneficial interest in the [            ] Specified Assets.

This Certificate evidences an interest in World Omni LT, a Delaware statutory trust (the “Titling Trust”), to the extent and in the manner set forth herein.

This Closed-End Collateral Specified Interest Certificate (this “Certificate”) does not evidence or represent an interest in or obligation of (1) World Omni Financial Corp., a Florida corporation (“World Omni”), (2) VT Inc., an Alabama corporation (“VT Inc.”), (3) U.S. Bank National Association, a national banking association (“U.S. Bank”), (4) U.S. Bank Trust National Association, a national banking association (“U.S. Bank Trust”), (5) Auto Lease Finance LLC, a Delaware limited liability company (“ALF LLC”), or any of their respective affiliates (other than the Titling Trust, to the extent expressly set forth herein).

THIS CERTIFIES THAT [        ] is the registered owner of a nonassessable, fully-paid, 100% beneficial interest in the [        ] Specified Assets of World Omni LT (the “Titling Trust”).

The Titling Trust is a Delaware statutory trust governed by the Second Amended and Restated Trust Agreement, dated as of July 16, 2008 (the “Titling Trust Agreement”), among Auto Lease Finance LLC, as Initial Beneficiary, World Omni Financial Corp., as Titling Trust Administrator (in such capacity, the “Titling Trust Administrator”), VT Inc., an Alabama corporation, as Titling Trustee (in such capacity, the “Titling Trustee”), U.S. Bank Trust National Association, a national banking association, as Delaware Trustee (in such capacity, the “Delaware Trustee”), and U.S. Bank National Association, as Initial Titling Trustee Agent (in such capacity, the “Initial Titling Trustee Agent”).

This Certificate is one of a duly authorized Series of Certificates. This [        ] Certificate is issued under and is subject to the Titling Trust Agreement and the Servicing Agreement (the “Servicing Agreement”), dated as of [                    ], 20[    ] between World Omni Financial Corp. (“World Omni”) as Servicer, and [        ], as Holder. Capitalized terms used but not defined in this Certificate are defined in the Titling Trust Agreement, or, if not defined in the Titling Trust Agreement, are defined in the Servicing Agreement, which also contains rules as to usage that are applicable herein.

Any rights of the Holder of this [        ] Certificate are limited to the related Specified Assets and the related Specified Interest (and will include the right to receive or direct the application of all Collections on the related Specified Assets pursuant to Section 4.3(c)(ii) of the Titling Trust Agreement). If an Insolvency Event occurs with respect to the Titling Trust, any claim that the Holder of this Certificate may seek to enforce against the Titling Trust or the Specified Assets allocated to any Specified Interest of the Titling Trust other than the Specified Interest represented by this [        ] Certificate will be subordinate to the payment in full, including post-petition interest, of the claims of the TRO Holders related to the Specified Assets allocated to such other Specified Interests of the Titling Trust.

B-1

The Holder of this [        ] Certificate, by acceptance of this [        ] Certificate, covenants that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all distributions to all Holders and TRO Holders pursuant to the Titling Trust Agreement and the related Certificates or Trust-Related Obligations, as the case may be, it will not institute against, or join any Person in instituting against, the Initial Beneficiary or the Titling Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding, under the laws of the United States or any state of the United States.

This [        ] Certificate may be transferred only in accordance with the Titling Trust Agreement.

THIS [        ] CERTIFICATE WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS CERTIFICATE WILL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Unless this [        ] Certificate is executed by an Authorized Officer of the Titling Trustee, this [        ] Certificate will not entitle the Holder thereof to any benefit under the Titling Trust Agreement or be valid for any purpose.

The parties hereto acknowledge and agree that the [            ] Specified Interest is a separate Specified Interest of the Titling Trust as described in the Titling Trust Agreement. Accordingly, separate and distinct records shall be maintained (directly or indirectly, including through a nominee or otherwise) for the [            ] Specified Interest, and the Specified Assets allocated to such Specified Interest shall be accounted for in such separate and distinct records separate from the assets of the Titling Trust generally or any other Specified Interest such that the debts, liabilities and obligations incurred, contracted for, or otherwise existing with respect to the [            ] Specified Interest shall be enforceable against the Specified Assets allocated to the [            ] Specified Interest only and not against any other assets of the Titling Trust generally or the assets of any other Specified Interest.

B-2

IN WITNESS WHEREOF, the Titling Trustee, on behalf of the Titling Trust and not in its individual capacity, has caused this [            ] Certificate to be duly executed.

	WORLD OMNI LT,
	By:	VT INC.,
		not in its individual capacity but
		solely as Titling Trustee
Dated: [                    ]	By:
	Name:
	Title:

B-3

FOR VALUE RECEIVED, the undersigned transfers and assigns unto                      the within [            ] Certificate, and all rights thereunder, irrevocably constituting and appointing                      as Attorney to transfer said [            ] Certificate on the books of the Titling Trustee, with full power of substitution in the premises.

Dated: [                    ] By:

B-4

EXHIBIT C

[Form of Notice of Registered Pledge]

WORLD OMNI LT

NOTICE OF REGISTERED PLEDGE

[             ], 20    

To:	VT Inc.,
	as Titling Trustee
cc:	World Omni Financial Corp.,
	as Titling Trust Administrator
Re:	Pledge of Certificates related to
	[            ] Series to [            ]

Reference is made to the Second Amended and Restated Trust Agreement, dated as of July 16, 2008 (the “Titling Trust Agreement”), among Auto Lease Finance LLC, as Initial Beneficiary, World Omni Financial Corp., as Titling Trust Administrator (in such capacity, the “Titling Trust Administrator”), VT Inc., an Alabama corporation, as Titling Trustee (in such capacity, the “Titling Trustee”), U.S. Bank Trust National Association, a national banking association, as Delaware Trustee (in such capacity, the “Delaware Trustee”), and U.S. Bank National Association, as Initial Titling Trustee Agent (in such capacity, the “Initial Titling Trustee Agent”). Capitalized terms used but not defined in this Specification Notice are defined in the Titling Trust Agreement, which also contains rules as to usage that are applicable herein.

Each of the undersigned hereby certifies, represents and warrants as follows:

1. Pursuant to Section 5.4(a), (c) and (e) and Section 5.7 of the Titling Trust Agreement, [all of the outstanding Certificates] [Certificates Nos. [    ] and [    ]] related to the [            ] Series [, [Class [    ]] (collectively, the “Pledged Certificates”), [each] designated pursuant to the Specification Notice dated as of [             ], 20    , a true and complete copy of which is attached as Exhibit A, have been pledged by [            ] and [            ], the [            ] existing registered Holders thereof (collectively, the “Pledgors”), to [            ] and [            ] (collectively, the “Pledgees”).

2. Attached as Exhibits [B and C] are true and complete copies of the related security agreements and other agreements governing the exercise by the Pledgees of the Pledged Rights with respect to the Pledged Certificates: [list documents] (collectively, the “Pledge Documents”).

3. Pursuant to the Pledge Documents, the Pledgors have agreed that the Pledgees may exercise the following rights: [list rights] (collectively, the “Pledged Rights”).

4. The pledge of the Pledged Certificates by the Pledgors to the Pledgees pursuant to the Pledge Documents, and the exercise by the Pledgees of the Pledged Rights, are each permitted by the Titling Trust Agreement, and duly authorized and enforceable by each Pledgee against each Pledgor.

C-1

[5. The relative rights of the Pledgees are as follows: [specify if applicable].]

6. Accordingly, you are authorized and directed to cause the Titling Trustee to reflect that the Pledgees have become the Registered Pledgees with respect to the Pledged Certificates, entitled to exercise the Pledged Rights with respect to the Pledged Certificates.

7. [The Titling Trustee will act in accordance with any direction provided by the Registered Pledgee to the Titling Trustee in accordance with Section 7.4 of the Titling Trust Agreement.]

8. [Any replacement Certificate with respect to the Pledged Certificate will be delivered to the Registered Pledgee.]

C-2

IN WITNESS WHEREOF, each of the undersigned has caused this Notice of Registered Pledge to be duly executed and delivered by its respective officer hereunto duly authorized, as of the date first above written.

[                    ],

as Pledgor

By:

Name:

[Title:]

[                    ],

as Pledgor

By:

Name:

[Title:]

[                    ],

as Pledgee

By:

Name:

[Title:]

[                    ],

as Pledgee

By:

Name:

[Title:]

C-3

Furthermore, each Pledgee covenants that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all distributions to all Holders and TRO Holders pursuant to the terms of the Titling Trust Agreement and the related Certificates or TRO Documents, as the case may be, it will not institute against, or join any Person in instituting against, the Titling Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding, under the laws of the United States or any state of the United States.

[                                                                  ]

as Pledgee

By:

Name:

C-4

EXHIBIT D

FORM OF CERTIFICATE OF TRUST

CERTIFICATE OF TRUST

OF

WORLD OMNI LT

THIS Certificate of Trust of WORLD OMNI LT (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the “Trust Statute”).

1. Name. The name of the trust formed hereby is “WORLD OMNI LT.”

2. Delaware Trustee. The name and the business address of the trustee of the Trust in the State of Delaware is U.S. Bank Trust National Association, 300 E. Delaware Avenue, 8th Floor, Wilmington, DE 19809-1515, Attention: Corporate Trust Services.

3. Series. Pursuant to Section 3806(b)(2) of the Trust Statute, the Trust shall issue one or more series of beneficial interests having the rights and preferences set forth in the governing instrument of the Trust, as the same may be amended from time to time (each a “Series”).

4. Notice of Limitation of Liabilities of each Series. Pursuant to Section 3804(a) of the Trust Statute, there shall be a limitation on liabilities of each Series such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Trust generally or the assets of any other Series thereof and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series.

5. Effective Date. This Certificate of Trust shall be effective upon filing.

D-1

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Trustee

By:

Name:

Title:

VT INC.,

as Trustee

By:

Name:

Title:

EXHIBIT E

FORM OF CERTIFICATE OF MERGER

Certificate Of Merger

of

WORLD OMNI LT,

an Alabama business trust

into

WORLD OMNI LT,

a Delaware statutory trust

THIS Certificate of Merger, is duly executed and filed on behalf of World Omni LT, a statutory trust formed and existing under the Delaware Statutory Trust Act, 12 Del. C. § 1801 et seq. (the “Act”), by the undersigned, as trustees, in accordance with Section 3815 of the Act:

FIRST: The name and jurisdiction of formation or organization of each of the constituent entities which is to merge is World Omni LT, a business trust formed under the laws of the State of Alabama (the “Alabama Trust”), and World Omni LT, a statutory trust formed under the laws of the State of Delaware (the “Delaware Trust”).

SECOND: An Agreement and Plan of Merger, dated as of July 16, 2008 (the “Agreement and Plan of Merger”), between the Alabama Trust and the Delaware Trust has been approved and executed by the Alabama Trust and the Delaware Trust, and their respective beneficial owners and trustees.

THIRD: The name of the surviving Delaware statutory trust is World Omni LT.

FOURTH: The merger of the Alabama Trust into the Delaware Trust shall be effective upon the later of the filing of this Certificate of Merger with the Secretary of State of the State of Delaware and the filing of a Certificate of Merger with the Secretary of State of the State of Alabama.

FIFTH: The executed Agreement and Plan of Merger is on file at the principal place of business of the surviving Delaware statutory trust. The address of such place of business of the surviving Delaware statutory trust is World Omni LT, c/o U.S. Bank Trust National Association, 300 E. Delaware Avenue, 8th Floor, Wilmington, DE 19809-1515, Attention: Corporate Trust Services.

SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving Delaware statutory trust, on request and without cost, to any beneficial owner of the Alabama Trust or the Delaware Trust.

E-1

IN WITNESS WHEREOF, the undersigned, being all of the trustees of the Delaware Trust, have executed this Certificate of Merger in accordance with Section 3811(a)(4) of the Act.

VT INC., not in its individual capacity but solely as Trustee

By:

Name:

Title:

U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Delaware Trustee

By:

Name:

Title:

E-2

EXHIBIT F

FORM OF ADDITION NOTICE

[             ], 20    

To:	WORLD OMNI FINANCIAL CORP.,
	as Titling Trust Administrator, of World Omni LT (the “Titling Trust”)
Re:	Addition of Specified Assets to the [                    ] Specified Interest

Reference is made to the Second Amended and Restated Trust Agreement, dated as of July 16, 2008 (the “Titling Trust Agreement”), among Auto Lease Finance LLC, as Initial Beneficiary, World Omni Financial Corp., as Titling Trust Administrator (in such capacity, the “Titling Trust Administrator”), VT Inc., an Alabama corporation, as Titling Trustee (in such capacity, the “Titling Trustee”), U.S. Bank Trust National Association, a national banking association, as Delaware Trustee (in such capacity, the “Delaware Trustee”), and U.S. Bank National Association, as Initial Titling Trustee Agent (in such capacity, the “Initial Titling Trustee Agent”). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed thereto in the Titling Trust Agreement.

(1) Pursuant to Section 4.3(d) of the Titling Trust Agreement, you are hereby directed to add to the Titling Trust and allocate to the [            ] Specified Interest those Leases and Vehicles listed on Annex A hereto (collectively, the “Additional Specified Assets”).

(2) The Addition Date for the Additional Specified Assets is [             ], 20    .

(3) The date as to which Collections on the Additional Specified Assets will be allocated to [            ] Specified Interest is [             ], 20    .

[SIGNATURE PAGE FOLLOWS]

F-1

IN WITNESS WHEREOF, the undersigned on behalf of the Series relating to the [Closed-End] [Open-End] Specified Interest has caused this Addition Notice to be duly executed and delivered by its officer hereunto duly authorized, as of the date and year first above written.

ALF LLC,

as Initial Beneficiary,

By:

Name:

Title:

[Signature page to Form of Additional Notice 1 of 1]

Annex A

ADDITION NOTICE APPLICABLE ASSET ANNEX

([To Be Provided Electronically])

EXHIBIT G

FORM OF REALLOCATION NOTICE

[             ], 20    

To:	WORLD OMNI FINANCIAL CORP., as Titling Trust Administrator, of World Omni LT (the “Titling Trust”)
Re:	Addition of Specified Assets to the [            ] Specified Interest

Reference is made to the Second Amended and Restated Trust Agreement, dated as of July 16, 2008 (the “Titling Trust Agreement”), among Auto Lease Finance LLC, as Initial Beneficiary, World Omni Financial Corp., as Titling Trust Administrator (in such capacity, the “Titling Trust Administrator”), VT Inc., an Alabama corporation, as Titling Trustee (in such capacity, the “Titling Trustee”), U.S. Bank Trust National Association, a national banking association, as Delaware Trustee (in such capacity, the “Delaware Trustee”), and U.S. Bank National Association, as Initial Titling Trustee Agent (in such capacity, the “Initial Titling Trustee Agent”). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed thereto in the Titling Trust Agreement.

(1) Pursuant to Section 43(f) of the Titling Trust Agreement, you are hereby directed to reallocate from the [            ] Specified Interest to the [            ] Specified Interest those Leases and Leased Vehicles listed on Annex A hereto, together with all [            ] Specified Assets relating to such Leases and Leased Vehicles (collectively, the “Reallocated Specified Assets”).

(2) The Reallocation Date for the Reallocated Specified Assets is [            ], 20[    ]. (This is the date as of which the reallocation described in paragraph 1 is effective.)

(3) As of [            ], 20[    ], all Collections on the Reallocated Specified Assets shall be [            ] Specified Assets allocated to the [            ] Specified Interest.

(4) As used herein (i) “[            ]” means the Specified Interest designated as the “[            ] Specified Interest” pursuant to the Series Specification Notice dated [            ], 20[    ] and (ii) “[            ]” means the Specified Interest designated as the “[            ] Specified Interest” pursuant to the Series Specification Notice dated [            ], 20[    ].

(5) The date as to which Collections on the Reallocated Specified Assets will be allocated to [            ] Specified Interest is [             ], 20    .

[SIGNATURE PAGE FOLLOWS]

G-1

IN WITNESS WHEREOF, the undersigned on behalf of the Series relating to the [            ] Specified Interest has caused this Addition Notice to be duly executed and delivered by its officer hereunto duly authorized, as of the date and year first above written.

ALF LLC,

as Initial Beneficiary,

By:

Name:

Title:

G-2

Annex A

REALLOCATION NOTICE APPLICABLE ASSET ANNEX

([To Be Provided Electronically])

Schedule A

Authorized Officers of World Omni, as

Servicer and as Titling Trust Administrator

Name	Title
Cheryl Scully	Vice President/Treasurer
Arthur J. Mirandi, Jr.	Assistant Treasurer
Ben Miller	Assistant Treasurer
Brick A. Toifel	Vice President
Peter J. Sheptak	Vice President, General Counsel & Secretary
Stephen P. Artusi	Assistant Secretary

Schedule A—Page 1

Schedule B

Authorized Officers of the Titling Trustee

Name	Title
Patricia M. Child	President
Melissa A. Rosal	Vice President and Secretary
Nancie J. Arvin	Vice President and Chief Financial Officer
Julia Linian	Assistant Vice President and Assistant Secretary
Erika Forshtay	Trust Officer and Assistant Secretary

Schedule B—Page 1

SCHEDULE C

INITIAL DESIGNATED NOTICE RECIPIENTS

Designation of Designated Notice Recipient for Certain Warehouse

Arrangements Relating to the Closed-End Collateral Specified Interest

Reference is hereby made to:

1. the Third Amended and Restated Collateral Agency Agreement, dated as of July 16, 2008 (the “Collateral Agency Agreement”), among the Titling Trust, as Borrower, ALF LLC, as Initial Beneficiary, AL Holding Corp., a Delaware corporation, as Closed-End Collateral Agent, Bank of America, N.A., a national banking association (“Bank of America”), as Deal Agent (in such capacity, the “Deal Agent”), U.S. Bank, as Closed-End Administrative Agent, and the other secured parties from time to time party to such agreement;

2. the Second Amended and Restated Receivables Financing Agreement, dated as of July 16, 2008 (the “BTM Receivables Financing Agreement”), among the Titling Trust, as Borrower, ALF LLC, as Holding Company and as Initial Beneficiary, World Omni, as Closed-End Servicer, Gotham Funding Corporation, as Lender, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Warehouse Facility Agent; and

3. the Second Amended and Restated Receivables Financing Agreement, dated as of July 16, 2008 (the “Multi-Lender Receivables Financing Agreement” and, together with the BTM Receivables Financing Agreement, the “Receivables Financing Agreements” and each a “Receivables Financing Agreement”), among the Titling Trust, as Borrower, ALF LLC, as Holding Company and as Initial Beneficiary, World Omni, as Closed-End Servicer, Bank of America, as Warehouse Facility Agent, and each of the “Conduit Lenders,” Alternate Lenders and Group Agents from time to time party to such agreement.

Bank of America, in its capacity as Deal Agent under the Collateral Agency Agreement, is hereby designated as the Designated Notice Recipient for each of the Warehouse Facility Lenders and Warehouse Facility Agents under the BTM Receivables Financing Agreement and the Multi-Lender Receivables Financing Agreement, and under each other Receivables Financing Agreement entered into from time to time pursuant to Section 2.1(b) of the Collateral Agency Agreement. Each such Warehouse Facility Lender and Warehouse Facility Agent has agreed into such designation by its signature to the Collateral Agency Agreement, as specified therein.

Capitalized terms used but not defined (or as to which a meaning is assigned) in this Schedule C or in the Titling Trust Agreement to which this Schedule C is a part, have the respective meanings assigned to such terms in the Collateral Agency Agreement (including in Appendix A to such agreement); or, if no meaning is assigned to such term therein, such term shall have the meanings assigned to such terms in the applicable Receivables Financing Agreement.

Schedule C—Page 1

EX-10.5

Exhibit 10.5

EXECUTION COPY

FIFTH AMENDED AND RESTATED SERVICING AGREEMENT

Dated as of December 15, 2009

among

WORLD OMNI FINANCIAL CORP.,

as Closed-End Servicer,

WORLD OMNI LT,

as Titling Trust,

and

AL HOLDING CORP.,

as Closed-End Collateral Agent

TABLE OF CONTENTS

ARTICLE I.

USAGE AND DEFINITIONS

ARTICLE II.

DESIGNATION

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

i

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

ii

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

iii

INDEX OF DEFINED TERMS

(Includes terms defined in the Collateral Agent Assignment Agreement, the Collateral Agency Agreement,

the Security Agreement, the ALF LLC Agreement or this Closed-End Servicing Agreement. References in

this Index to Appendix A are to Appendix A to the Collateral Agency Agreement.)

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

i

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

ii

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

iii

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

iv

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

v

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

vi

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

vii

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

viii

FIFTH AMENDED AND RESTATED SERVICING AGREEMENT, dated as of December 15, 2009 (this “Closed-End Servicing Agreement”), among (i) WORLD OMNI FINANCIAL CORP., a Florida corporation (“World Omni”), as servicer (in such capacity, the “Closed-End Servicer”), (ii) WORLD OMNI LT, a Delaware statutory trust (the “Titling Trust”) and (iii) AL HOLDING CORP., a Delaware corporation, as collateral agent (“ALHC” or the “Closed-End Collateral Agent”).

BACKGROUND

1. As of July 16, 2008, (A) VT Inc., an Alabama corporation (“VT Inc.”), as trustee of World Omni LT, an Alabama trust (the “Alabama Trust”) merged with and into the Titling Trust, with the Titling Trust surviving, pursuant to which the Titling Trust, by operation of law (1) assumed all of the obligations of the Alabama Trust under the Existing Servicing Agreement and (2) acquired all of the assets of the Alabama Trust, and (B) the parties hereto entered into that certain Fourth Amended and Restated Servicing Agreement (the “Existing Servicing Agreement”).

2. The assets of the Alabama Trust so acquired by the Titling Trust will be allocated initially to a Specified Interest of the Titling Trust designated as the “Closed-End Collateral Specified Interest.”

3. The Titling Trust is governed by the Titling Trust Agreement (as defined in the Collateral Agency Agreement (as defined below)), which contemplates that the Titling Trust may enter into a Servicing Agreement (as defined in the Titling Trust Agreement) providing for the administration and servicing of the Specified Assets allocated to any Specified Interest of the Titling Trust.

4. The parties now wish to amend and restate the Existing Servicing Agreement, to provide that such agreement will constitute the “Servicing Agreement” (as defined in Titling Trust Agreement) with respect to the Closed-End Collateral Specified Interest.

The Existing Servicing Agreement is now amended and restated in its entirety as follows:

ARTICLE I.

USAGE AND DEFINITIONS

Capitalized terms used but not otherwise defined in this Closed-End Servicing Agreement or in Appendix 1 to the applicable Servicing Supplement have the meanings assigned to such terms under Appendix A to the Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (the “Collateral Agency Agreement”), among the Titling Trust, as Borrower, the Closed-End Collateral Agent, Bank of America, N.A., as Deal Agent, U.S. Bank National Association, as Closed-End Administrative Agent, and the other Secured Parties named therein. Appendix A to the Collateral Agency Agreement is hereby incorporated by reference into, and made applicable to, this Closed-End Servicing Agreement. Appendix A to the Collateral Agency Agreement also contains rules as to usage applicable to this Closed-End Servicing Agreement.

ARTICLE II.

DESIGNATION

Section 2.1 Direction to the Closed-End Servicer.

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

Section 2.2 Servicing Supplement.

Upon the issuance of a Closed-End Exchange Note pursuant to Section 6.1 of the Collateral Agency Agreement, the Closed-End Servicer, the Closed-End Collateral Agent and the Titling Trust may enter into a supplement to this Closed-End Servicing Agreement (each, a “Servicing Supplement”) that sets forth any specific rights and duties of the Closed-End Servicer and other agreements and undertakings with respect to the administration and servicing of the related Reference Pool, including:

(i) the representations and warranties, if any, to be made by the Closed-End Servicer with respect to the Closed-End Units included in the related Reference Pool (and with respect to the related Closed-End Leases and Closed-End Vehicles);

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

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

(iv) the manner in which the Closed-End Servicer will service and administer the assets included in the related Reference Pool;

(v) the purchase of a Closed-End Unit or other remedy to be provided by the Closed-End Servicer upon the breach by the Closed-End Servicer of a representation, warranty or covenant with respect to such Closed-End Unit; and

(vi) reporting obligations of the Closed-End Servicer with respect to the related Reference Pool.

2

ARTICLE III.

THE CLOSED-END SERVICER

Section 3.1 Appointment of Closed-End Servicer.

The Titling Trust, pursuant to the authority granted to it under the Titling Trust Agreement, appoints World Omni as the Closed-End Servicer under this Closed-End Servicing Agreement, including acting as agent of the Titling Trust and the Closed-End Collateral Agent in the management and control of the Closed-End Assets, including the Certificates of Title relating to the Closed-End Assets, and for all other purposes set forth in this Closed-End Servicing Agreement. World Omni accepts such appointments.

Section 3.2 Representations of the Closed-End Servicer.

The Closed-End Servicer makes the representations set forth in this Section 3.2, on which the Titling Trust, the Warehouse Facility Secured Parties, the Deal Agent and the Closed-End Collateral Agent are relying, and any Exchange Noteholder, in acquiring the related Closed-End Exchange Note, will rely. Such representations are effective as of the Closing Date.

(a) Organization and Good Standing. The Closed-End Servicer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Florida, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted, and had at all relevant times, and has, the power and authority to service the Closed-End Leases and Closed-End Vehicles and to hold the Lease Files as custodian on behalf of the Titling Trust and the Closed-End Collateral Agent.

(b) Due Qualification. The Closed-End Servicer is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities (including the servicing of the Closed-End Leases and Closed-End Vehicles as required by this Closed-End Servicing Agreement) requires such qualifications, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the ability of the Closed-End Servicer to perform its obligations under this Closed-End Servicing Agreement or the other Basic Documents to which it is a party.

(c) Power and Authority; Authorization; Execution and Delivery; Binding Obligation. The Closed-End Servicer has the power and authority to execute, deliver and perform its obligations under this Closed-End Servicing Agreement and the other Basic Documents to which it is a party. The Closed-End Servicer has duly authorized the execution and delivery of this Closed-End Servicing Agreement and the other Basic Documents to which it is a party by all necessary corporate action. This Closed-End Servicing Agreement and each other Basic Document to which the Closed-End Servicer is a party have been duly executed and delivered by the Closed-End Servicer. This Closed-End Servicing Agreement and each other Basic Document to which the Closed-End Servicer is a party constitute legal, valid and binding obligations of the Closed-End Servicer, enforceable against the Closed-End Servicer in accordance with their terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

3

(d) No Violation. The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Closed-End Servicing Agreement and each other Basic Document to which it is a party will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under its articles or certificate of incorporation or by-laws, any material indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument to which the Closed-End Servicer is a party or by which the Closed-End Servicer is bound (in each case material to the Closed-End Servicer and its subsidiaries considered as a whole), (ii) result in the creation or imposition of any Lien (material to the Closed-End Servicer and its subsidiaries considered as a whole) upon any of its properties pursuant to any such agreement or instrument (other than Liens contemplated by this Closed-End Servicing Agreement or any of the other Basic Documents to which it is a party) or (iii) violate or contravene any law or, to the Closed-End Servicer’s knowledge, any order, rule or regulation applicable to the Closed-End Servicer of any court or any Governmental Authority having jurisdiction over the Closed-End Servicer or its properties, the failure to comply with which would reasonably be expected to have a material adverse effect upon the ability of the Closed-End Servicer to perform its obligations under this Closed-End Servicing Agreement or any other Basic Document to which it is a party.

(e) No Proceedings. There are no proceedings pending, or, to the Closed-End Servicer’s knowledge, threatened, and to the Closed-End Servicer’s knowledge there are no investigations pending or threatened, against or affecting the Closed-End Servicer or its property before any Governmental Authority: (i) asserting the invalidity or unenforceability of the Closed-End Exchange Notes, this Closed-End Servicing Agreement or any of the other Basic Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Closed-End Servicing Agreement or any of the other Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the ability of the Closed-End Servicer to perform its obligations under this Closed-End Servicing Agreement or any of the other Basic Documents to which it is a party.

Section 3.3 Liability of the Closed-End Servicer; Indemnities.

(a) The Closed-End Servicer will be liable under this Closed-End Servicing Agreement only to the extent of the obligations specifically undertaken by it under this Closed-End Servicing Agreement and under any related Servicing Supplement, as applicable.

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

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

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Documents. The Titling Trust, the Closed-End Administrative Agent and the Closed-End Collateral Agent, with the advice and assistance of the Deal Agent, shall use reasonable efforts to cause the successor Closed-End Servicer to assume such indemnity obligations.

(d) If the Closed-End Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section 3.3, (i) the Closed-End Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Closed-End Servicer, without interest.

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

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

(b) The Closed-End Servicer shall not consolidate with or merge into any other corporation or convey, transfer or lease all or substantially all of its assets as an entirety to any Person without the prior written consent of the Titling Trustee, on behalf of the Titling Trust, unless (i) the corporation formed by such consolidation or into which the Closed-End Servicer has merged or the Person which acquires by conveyance, transfer or lease all or substantially all the assets of the Closed-End Servicer as an entirety (A) is a citizen of or an entity organized and existing under the laws of the United States or any State and (B) either executes and delivers to the Titling Trustee, on behalf of the Titling Trust, an agreement in form and substance reasonably satisfactory to the Titling Trustee, that contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Closed-End Servicer under this Closed-End Servicing Agreement and the other Basic Documents or is so bound by operation of law, or (ii) the Closed-End Servicer is the surviving corporation resulting from such consolidation or merger.

(c) Any Person (a) into which the Closed-End Servicer may be merged or consolidated, (b) resulting from any merger, conversion, or consolidation to which the Closed-End Servicer is a party, (c) succeeding to the business of the Closed-End Servicer, or (d) of which the Closed-End Servicer owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity, which Person in any of the foregoing cases executes an agreement of assumption pursuant to Section 3.4(b) above to perform every obligation of the Closed-End Servicer under this Closed-End Servicing Agreement, each Servicing Supplement and each of the other Basic Documents, will be the successor to the Closed-End Servicer under this Closed-End Servicing Agreement, each Servicing Supplement and each of the other Basic Documents without the execution or filing of any paper or any further act on the part of any of the parties to this Closed-End Servicing Agreement, any Servicing Supplement or any other Basic Document. The Closed-End Servicer will provide notice of any such merger, conversion, consolidation or succession to the Closed-End Administrative Agent, the Deal Agent, the Closed-End Collateral Agent and each Exchange Noteholder.

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Section 3.5 Delegation of Duties.

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

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

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

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

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

(b) Vicarious Liability. To the extent that the Closed-End Servicer self-insures vicarious liability suffered by the Covered Parties that arises out of the use or operation of the Closed-End Vehicles, the Closed-End Servicer will indemnify the Covered Parties for any uninsured losses relating to such vicarious liability.

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

Section 3.8 Execution of Documents; Licenses and Applications.

(a) The Closed-End Servicer will be responsible for compliance by the Titling Trust with all Applicable Laws governing the conduct and activities of the Titling Trust and its qualifications to do business in any jurisdiction.

(b) The Closed-End Servicer, at its expense, will obtain all material licenses required by the Applicable Laws of any jurisdiction in which the Closed-End Servicer, in its sole discretion, deems necessary for the conduct of the activities of the Closed-End Servicer, the Closed-End Collateral Agent and the Titling Trust, or, in the case of the Titling Trust, the ownership of the Closed-End Leases or the ownership and leasing of the Closed-End Vehicles, and will make all filings and pay all fees as may be required in connection with such licenses during the term of this Closed-End Servicing Agreement.

(c) The Closed-End Servicer is authorized and directed, as attorney-in-fact or otherwise, to prepare, execute and deliver, on behalf of the Initial Beneficiary and the Titling Trust:

(i) any applications, instruments and other documents deemed necessary or appropriate in the sole discretion of the Closed-End Servicer to comply with, and effect the purposes of, Section 3.7(a) and (b); and

(ii) any registration statement to be filed with the United States Securities and Exchange Commission or otherwise, any offering document (whether relating to a public or private offering) and any financial statements for the Titling Trust to be included in any such registration statement or offering document.

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Section 3.9 Fees and Expenses.

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

(b) Reference Pool Servicing Fee. The Titling Trust will pay to the Closed-End Servicer the Reference Pool Servicing Fee for each Reference Pool in consideration for, among other things, (i) servicing such Reference Pool, (ii) the allocable cost of maintaining Insurance Policies pursuant to Section 3.7(a) and (iii) paying the fees and expenses set forth in Section 3.9(c) and Section 3.9(d), in each case relating to (or allocable to) such Reference Pool. The Reference Pool Servicing Fee for each Reference Pool will be payable solely from, and the right of the Closed-End Servicer to receive the Reference Pool Servicing Fee for each Reference Pool will be limited in recourse to, the Closed-End Collections and other amounts applied to the payment of such fee pursuant to the Collateral Agency Agreement.

(c) Servicing Expenses. Except as otherwise provided in this Closed-End Servicing Agreement or the Servicing Supplements, the Closed-End Servicer will be required to pay all expenses incurred by it in connection with its activities under this Closed-End Servicing Agreement, or any Servicing Supplement, including fees and disbursements of Independent accountants, taxes imposed on the Closed-End Servicer and expenses incurred in connection with distributions and reports. The Closed-End Servicer will be entitled to reimbursement of Liquidation Expenses and expenses recoverable under any Insurance Policy.

(d) Other Fees and Expenses. The Closed-End Servicer will pay from the Servicing Fee: (i) the Titling Trustee Fee to the Titling Trustee, (ii) the Titling Trust Administrator Fee to the Titling Trust Administrator and (iii) all general corporation, intangible, franchise, privilege or license taxes with respect to the Closed-End Leases and Closed-End Vehicles, in each case to the extent allocable to the Closed-End Collateral Specified Interest.

Section 3.10 Termination.

This Closed-End Servicing Agreement may be terminated at the option of the Closed-End Servicer or the Titling Trust at any time following the termination of the Commitment Period with respect to each Warehouse Facility and the payment in full of all Secured Obligations; provided, however, that the rights and obligations of the parties to this Closed-End Servicing Agreement under Section 10.5 will survive any such termination.

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ARTICLE IV.

PURCHASE OF CLOSED-END LEASES AND CLOSED-END VEHICLES

Section 4.1 Origination of Closed-End Leases by Dealers; Role of Closed-End Servicer.

The Closed-End Servicer shall continue to maintain or enter into, in the ordinary course of its business, Dealer Agreements with the Dealers in Eligible States selected by the Closed-End Servicer from time to time in its reasonable discretion. The Closed-End Servicer shall provide the Deal Agent with notice of any proposed change to any Dealer Agreement (or to the form of Dealer Agreement used generally with Dealers) that in the reasonable opinion of the Closed-End Servicer would be likely to have a material adverse effect upon the Warehouse Facility Secured Parties’ rights under the Warehouse Facilities, and will not enter into any such change without the consent of the Deal Agent, such consent not to be unreasonably withheld, conditioned or delayed, and shall deliver to each of the Titling Trust and the Deal Agent a copy of such changed Dealer Agreement (or form of Dealer Agreement).

The Closed-End Servicer shall direct each of the Dealers located within an Eligible State with whom it has such a Dealer Agreement (other than those identified in writing by the Closed-End Servicer and the Initial Beneficiary to the Titling Trustee from time to time as nonparticipants in the Titling Trust allocation arrangements with respect to the Closed-End Collateral Specified Interest) to assign to the Titling Trust all approved Closed-End Leases (other than those types of leases identified in writing by the Closed-End Servicer and the Initial Beneficiary to the Titling Trustee from time to time), together with the related Certificates of Title, originated by the Dealer. Notwithstanding anything to the contrary contained herein, however, should any such Dealer fail to assign either a lease or leased vehicle to the Titling Trust, the Closed-End Servicer shall not be obligated to cause any correction thereof, but, unless and until such error is corrected, such lease and leased vehicle shall not be included as a Closed-End Asset. Other errors by a Dealer in complying with the foregoing Closed-End Servicer instructions, if immaterial, shall not affect the status of a lease or leased vehicle as a Closed-End Asset nor shall the Closed-End Servicer be obligated to correct them.

Section 4.2 Administration and Titling of Closed-End Vehicles.

(a) The Closed-End Servicer will cause the Certificate of Title for each Closed-End Vehicle acquired pursuant to Section 4.3 to be issued in the name and in the manner specified in the Titling Trust Agreement.

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

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

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

Section 4.4 Listing of Vehicle Identification Numbers.

The Closed-End Servicer will maintain a list of the vehicle identification numbers or other identifying account number for all Closed-End Vehicles acquired from time to time by the Titling Trust. On or prior to the 8th day of each calendar month (or, if such day is not a Business Day, the next Business Day), the Closed-End Servicer shall (a) cause to be delivered to the Titling Trustee and the Titling Trust Administrator a revised Schedule of Leases and Vehicles with respect to the Closed-End Collateral Specified Interest, containing data as of the last day of the prior calendar month, (b) cause to be delivered to the Titling Trustee and the Titling Trust Administrator a report in respect of the prior calendar month, setting forth (i) any information relating to the Closed-End Leases or the Closed-End Vehicles that normally would be available from a servicer of closed-end automobile and light-duty truck leases and is reasonably requested by the Titling Trustee or the Titling Trust Administrator and (ii) if required, any additional information required under the Servicing Supplement with respect to any Reference Pool, and (c) deliver such other reports or Officer’s Certificate as may be necessary pursuant to the terms of this Closed-End Servicing Agreement to document to the Titling Trustee the Closed-End Servicer’s right to any further reimbursement of unreimbursed Closed-End Warehouse Servicer Expenses.

Section 4.5 Assignment of Dealer Recourse Rights.

World Omni hereby assigns to the Titling Trust all of its Dealer Recourse Rights (but none of its obligations) in respect of the Closed-End Leases arising under each Dealer Agreement.

ARTICLE V.

COLLECTIONS AND APPLICATION OF FUNDS

Section 5.1 Remittance.

(a) Identification and Deposit of Certain Closed-End Collections. Subject to Article VII with regard to Liquidation Proceeds and Insurance Proceeds, the Closed-End Servicer shall, as to each Closed-End Collected Amount and each Payment Ahead:

(i) upon Receipt, deposit such amount into its operating account and ascertain promptly (but in any event within two (2) Business Days of receipt and identification) the related Payment Information;

(ii) on or prior to the Required Remittance Date, (x) identify the Asset Pool to which such amount relates, (y) deposit such amount (net of reimbursement of any Liquidation Expenses incurred by the Closed-End Servicer with respect to any Closed-End Vehicle whose Liquidation Proceeds are included among such funds) into the Collection Account for such Asset Pool and (z) enter the Payment Information into its computer system; and

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(iii) in the case of a Payment Ahead, maintain appropriate records so as to be able to timely apply such Payment Ahead as a Scheduled Payment with respect to the applicable Closed-End Lease.

(b) Combined Wire Transfers. Transfers by the Closed-End Servicer to any financial institution at which any Titling Trust account is maintained may include (A) proceeds being deposited in more than one Titling Trust account and (B) proceeds of Closed-End Assets and Other Proceeds, in each case in a single wire transfer, provided, however, that, such transfer is accompanied by instructions as to the appropriate divisions of all such proceeds.

(c) Other Amounts Related to the Warehouse Facility Pool. Upon receipt, the Closed-End Servicer shall deposit into the Lease Funding Account or the Company Account any other funds received by the Closed-End Servicer with respect to any Closed-End Asset that are not related to a Reference Pool, including without limitation (1) capital contributions by ALF LLC, as Holder of the Closed-End Collateral Specified Interest, if and to the extent that such contributions have been designated by ALF LLC as having been made in respect of the Revolving Pool or any Wind-Down Pool, (2) funds transferred from any Exchange Note Collection Accounts in connection with the funding of any Reference Pool’s share of any allocable Titling Trust expenses and (3) income with respect to any investment made in the Lease Funding Account.

(d) Master Exchange Agreement; Required Deposit Amount.

(i) Application of Relinquished Vehicle Proceeds. Notwithstanding anything to the contrary in this Closed-End Servicing Agreement or in any other Basic Document, until such time as the assignment of rights under Disposition Contracts to the Qualified Intermediary pursuant to the Master Exchange Agreement shall cease (and shall not thereafter resume) or, in the case of any Relinquished Vehicle, such assignment of rights shall be revoked with respect to such Relinquished Vehicle (but at no time thereafter), all Relinquished Vehicle Proceeds with respect to any Relinquished Vehicle shall be applied in accordance with the provisions of the Master Exchange Agreement (including Section 4.7 of such agreement).

(ii) Required Deposit Amount. In the event that, pursuant to paragraph (i), above, any Relinquished Vehicle Proceeds are not deposited into the applicable Collection Account (and otherwise would have been required to be deposited pursuant to this Closed-End Servicing Agreement or the applicable Servicing Supplement, as the case may be), the Closed-End Servicer shall deposit into such Collection Account an amount (“Required Deposit Amount”) equal to such non-deposited Relinquished Vehicle Proceeds within two (2) Business Days of receipt and identification of such proceeds in the manner set forth with respect to Closed-End Collections generally in this Closed-End Servicing Agreement and the applicable Servicing Supplement. The deposit of such any such Required Deposit Amount by the Closed-End Servicer with respect to any Relinquished Vehicle shall be treated in all respects as equivalent to the deposit into the Lease Funding Account or applicable Collection Account of the actual Relinquished Vehicle Proceeds with respect to such Relinquished Vehicle in accordance with the terms of this Closed-End Servicing Agreement and any applicable Servicing Supplement, in the same manner as if no assignment had been made with respect to such Relinquished Vehicle pursuant to Section 4.1 of the Master Exchange Agreement.

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

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(iv) Duties of Closed-End Servicer Otherwise Unmodified. Notwithstanding anything to the contrary in the Master Exchange Agreement, nothing in the Master Exchange Agreement shall be deemed to modify, or shall be construed as modifying, any duty or obligation of the Closed-End Servicer set forth in this Closed-End Servicing Agreement or in the Servicing Supplements except to the extent expressly set forth in this Closed-End Servicing Agreement, any such Servicing Supplement or the Master Exchange Agreement, and the Closed-End Servicer shall continue to perform all such duties and obligations in accordance with the terms of this Closed-End Servicing Agreement and the Servicing Supplements.

(e) Closed-End Collections on the Reference Pools. Following the applicable Posted Dates, the Closed-End Servicer will deposit the Closed-End Collections with respect to each Reference Pool into the related Exchange Note Collection Account pursuant to the remittance schedule set forth in the related Servicing Supplement. If no such remittance schedule is specified in the Servicing Supplement with respect to any Reference Pool, the Closed-End Servicer will be permitted to retain Closed-End Collections with respect to such Reference Pool for its own account until such amounts are required to be applied pursuant to the Collateral Agency Agreement, the applicable Exchange Note Supplement and/or the applicable Servicing Supplement.

(f) Taxes. The Closed-End Servicer will remit to the appropriate taxing authority all sales and use, monthly rental receipts, personal property and ad valorem taxes collected by it from the Obligors with respect to the Closed-End Leases and Closed-End Vehicles in accordance with its Credit and Collection Policy.

Section 5.2 Establishment of Certain Accounts; Payments, Disbursements and Reimbursements.

(a) The Draft Account; Disbursements to Dealers.

(i) Establishment and Maintenance of Draft Account. The Closed-End Servicer shall establish and maintain the Draft Account for the purpose of initially funding payments on behalf of the Titling Trust to Dealers for each Closed-End Lease and Closed-End Vehicle acquired from a Dealer by the Closed-End Servicer on behalf of the Titling Trust for allocation to the Warehouse Facility Pool.

(ii) Disbursements to Dealers. Upon the satisfaction by the Dealer of all of the requirements set forth in its Dealer Agreement entitling the Dealer to payment with respect to the Closed-End Lease and Closed-End Vehicle (including without limitation the execution and delivery thereby of all instruments of assignment of such Closed-End Lease and Closed-End Vehicle to the Titling Trustee), the presentation by the Dealer of a properly prepared draft upon the Draft Account in accordance with such Dealer Agreement and the approval of the draft by the Closed-End Servicer in its ordinary course of business under the Dealer Agreement, the Closed-End Servicer shall deposit into the Draft Account the amount of such draft.

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

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

(b) Lease Funding Account.

(i) Establishment and Maintenance of Lease Funding Account. The Titling Trustee, on behalf of the Titling Trust, will establish and maintain, with respect to the Closed-End Collateral Specified Interest, a Securities Account to be designated as the “Lease Funding Account.” The Lease Funding Account shall be established and maintained in the name of the Titling Trustee, and, except as otherwise expressly provided in this Closed-End Servicing Agreement or any other Basic Document, none of the Initial Beneficiary or any Holder shall have any right to make any withdrawal from the Lease Funding Account without the express written consent of the Titling Trustee.

(ii) Deposits and Withdrawals. The Titling Trustee may authorize the Closed-End Servicer to make deposits into, and to make disbursements from, the Lease Funding Account, in a manner consistent with the terms of this Closed-End Servicing Agreement and each other Basic Document. Notwithstanding the foregoing, the rights of the Titling Trustee and the Closed-End Servicer with respect to control over the Lease Funding Account as set forth in this subsection (b) shall cease upon the delivery by the Closed-End Collateral Agent to the Lease Funding Account Bank in accordance with the Collateral Agency Agreement and the Lease Funding Account Agreement of a notice to the effect that the Closed-End Collateral Agent is exercising its right to assume the sole control over such account in the manner set forth in the Collateral Agency Agreement and the Lease Funding Account Agreement. Except as otherwise expressly provided herein, no funds shall be deposited into the Lease Funding Account other than funds constituting Closed-End Warehouse Collections, proceeds of such funds, Permitted Investments and payments received by the Borrower under any Hedge Agreement entered into in connection with the Warehouse Facilities.

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

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purpose with respect to such Reference Pool under the related Servicing Supplement). Expenses of the Titling Trust that are allocable to any Reference Pool will include (x) the applicable Reference Pool Servicing Fee, (y) such Reference Pool’s allocable share of the Titling Trustee Fee and the fees, expenses and other amounts payable to the Closed-End Collateral Agent and the Closed-End Administrative Agent and (z) any other expenses or liabilities of the Titling Trust allocated to such Reference Pool in accordance with clause (iv), below. With respect to each Reference Pool, the Closed-End Servicer shall, from time to time, in accordance with this Section 5.2(b)(iii) and the other provisions of this Closed-End Servicing Agreement, the related Servicing Supplement and the Titling Trust Agreement, determine the respective amounts and recipients, and direct the Titling Trust to pay out of the related Collection Account (or such other account as may be established for such purpose with respect to such Reference Pool under the related Servicing Supplement) all necessary and appropriate Titling Trust expenses and liabilities allocable to such Reference Pool. Following the occurrence of a Warehouse Facility Termination Event, the Revolving Pool Share of the expenses of the Titling Trust (other than the Closed-End Warehouse Servicer Expenses) shall be paid only on Payment Dates in accordance with the priority of payments set forth in Section 10.3(a) of the Collateral Agency Agreement. During the Wind-Down Period with respect to any Warehouse Facility, the applicable Wind-Down Pool Share of the expenses of the Titling Trust (other than Closed-End Warehouse Service Expenses) shall be paid only on Payment Dates in accordance with the priority of payments set forth in Section 10.3(b) of the Collateral Agency Agreement.

(iv) Allocation of Expenses. To the extent that any expense or liability of the Titling Trust shall be incurred or suffered with respect to the Titling Trust Assets generally (which, for the avoidance of doubt, shall include, but shall not be limited to, the Titling Trustee Fee), each Asset Pool shall bear the burden of such Titling Trust expenses or liabilities on a pro rata basis in the ratio of the aggregate value of Titling Trust Assets held in each respective Asset Pool, as each is recorded on the books of the Titling Trust, to the total value of all Titling Trust Assets. To the extent that an expense or liability of the Titling Trust shall be incurred or suffered with respect to a discrete Titling Trust Asset or group of Titling Trust Assets (including contract, tort or tax claims relating to one or more specific Closed-End Units) (each an “Affected Trust Asset” and collectively, the “Affected Trust Assets”), those expenses will be borne on a pro rata basis among the respective Asset Pools to which such Affected Trust Assets are allocated, based on the respective value of the Affected Trust Assets allocated to each such Asset Pool. Any pro rata allocation of an expense or liability among one or more Asset Pools shall be made in good faith and so as not to disproportionately affect any Asset Pool. Notwithstanding the foregoing, to the extent that the Titling Trust Agreement or the Intercreditor Agreement limits recourse for a particular expense or liability of the Titling Trust to a particular Asset Pool or Asset Pools, the terms of the Titling Trust Agreement or the Intercreditor Agreement, as the case may be, shall be controlling. For the avoidance of doubt, amounts payable to the Warehouse Facility Secured Parties shall not be considered expenses or liabilities of the Titling Trust for purposes of this Section 5.2(b)(iv), but shall be payable in accordance with clauses (v) and (vi), below, and Article X of the Collateral Agency Agreement. Each servicing agreement entered into with respect to the Titling Trust Assets shall provide for the allocation of Titling Trust expenses on the same basis as set forth in this Section 5.2(b)(iv). The portion of any expense or liability that is allocated to any specified Asset Pool is referred to as the “Closed-End Allocable Share” with respect to such Asset Pool. For purposes of this sub-section (iv), the Revolving Pool and each Wind-Down Pool shall be treated as separate Asset Pools.

(v) Application of Excess Funds Prior to Default. During the period in which the Titling Trustee has neither received notice from the Deal Agent or any other Warehouse Facility Secured Party nor otherwise obtained actual knowledge to the effect that any Warehouse Facility

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Termination Event has occurred and is continuing, the Titling Trustee, promptly upon receipt of a written demand therefor accompanied by a determination by the Closed-End Servicer as to the extent of funds in the Lease Funding Account in excess of those (A) required to be maintained in such account to meet all existing liabilities and expenses of the Titling Trust allocated to the Warehouse Facility Pool in accordance with Section 5.2(b)(iii) and (B) required to be retained in such account as reserves for reasonably anticipated expenses and liabilities of the Titling Trust allocable to the Warehouse Facility Pool in accordance with Section 5.2(b)(iii) (“Closed-End Warehouse Excess Funds”), shall pay out to the Closed-End Servicer (on behalf of the Titling Trust) any or all Closed-End Warehouse Excess Funds so requested. The Closed-End Servicer shall transfer (or cause to be transferred) from time to time from the Lease Funding Account to the Company Account, for application in accordance with Section 10.2 of the Collateral Agency Agreement, sufficient Closed-End Warehouse Excess Funds as shall be necessary for the Titling Trust to satisfy its obligations when due to the Warehouse Facility Secured Parties. The Closed-End Servicer may also deposit (or cause to be deposited) into the Company Account any additional Closed-End Warehouse Excess Funds in its discretion. Notwithstanding the foregoing, funds in addition to any Closed-End Warehouse Excess Funds may be withdrawn from the Lease Funding Account and deposited into the Company Account to the extent necessary to make current payments due under the Warehouse Facilities (any funds so withdrawn, “Closed-End Warehouse Additional Amounts”).

(c) Company Account. The Closed-End Servicer will establish and maintain, in the name of the Titling Trust, and with respect to the Closed-End Collateral Specified Interest, a Deposit Account to be designated as the “World Omni LT Company Account.” The Company Account shall be under the sole dominion and control of the Initial Beneficiary; provided, however, that, so long as World Omni shall remain the Closed-End Servicer or the Titling Trust Administrator, World Omni (acting in such capacity) shall have the right to make deposits to, and withdrawals from, such account, in a manner not inconsistent with the terms of this Closed-End Servicing Agreement and the other Basic Documents. Notwithstanding the foregoing, the rights of the Initial Beneficiary and the Closed-End Servicer with respect to control over the Company Account as set forth in this subsection (c) shall be subject to the right of the Closed-End Collateral Agent to exercise sole dominion and control over the Company Account, under the circumstances set forth in the Collateral Agency Agreement and the Company Account Agreement. No funds other than funds constituting Closed-End Warehouse Collections and any other amounts withdrawn from the Lease Funding Account and deposited therein, proceeds of such funds and Permitted Investments shall be deposited into the Company Account.

(d) Reimbursement of Closed-End Warehouse Servicer Expenses. The Closed-End Servicer may obtain from the Titling Trustee, not more than two times per calendar week, out of the Lease Funding Account, reimbursement (each, a “Closed-End WH Servicer Reimbursement”) for (x) any unreimbursed payments made by it into the Draft Account in accordance with Section 5.2(a), (y) the amount of Intermediary Funds and other funds applied pursuant to the Master Exchange Agreement to purchase Closed-End Units on behalf of the Titling Trust for allocation to the Warehouse Facility Pool (which shall be deemed to constitute advances made by the Closed-End Servicer to the Titling Trust), and (z) any unreimbursed fees, taxes and similar amounts paid by it on behalf of the Titling Trustee in respect of the Closed-End Leases or Closed-End Vehicles, which fees, taxes and similar amounts have been allocated to the Warehouse Facility Pool in accordance with Section 5.2(b)(iii) (“Closed-End Warehouse Fees and Taxes” and, together with payments made by the Closed-End Servicer into the Draft Account in accordance with Section 5.2(a) and advances deemed made to the Titling Trust pursuant to clause (y) above, “Closed-End Warehouse Servicer Expenses”), provided, however, that:

(i) the disbursement of each Closed-End WH Servicer Reimbursement shall be subject to the conditions precedent that (A) the Closed-End Servicer shall have delivered to the Titling

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Trustee an Officer’s Certificate that sets forth the calculation of unreimbursed Closed-End Warehouse Servicer Expenses and (B) after giving effect to such disbursement (if made from Revolving Pool Collections), the Aggregate Loan Amount would not exceed the Borrowing Base;

(ii) the Closed-End Servicer may not obtain any Closed-End WH Servicer Reimbursement in excess of the amount, if positive, equal to (x) the amount on deposit in the Lease Funding Account as of the close of business on the immediately preceding day minus (y) the Required Lease Funding Account Balance;

(iii) in the event that the Closed-End Servicer has failed to deposit into the Lease Funding Account either (A) any Required Deposit Amounts with respect to any Relinquished Vehicles included in any Wind-Down Pool in accordance with Section 5.1(d) or (B) any other amounts received with respect to such Wind-Down Pool Assets, in each case in accordance with the terms of this Closed-End Servicing Agreement (and, in either case, such amounts have not been previously applied in reduction of a Closed-End WH Servicer Reimbursement pursuant to this clause (iii)), the amount of any Closed-End WH Servicer Reimbursement to be made from Wind-Down Pool Collections with respect to such Wind-Down Pool shall be reduced by the amount of such deficiency;

(iv) in the event that the Closed-End Servicer has failed to deposit into the Lease Funding Account either (A) any Required Deposit Amounts with respect to any Relinquished Vehicles included in the Revolving Pool in accordance with Section 5.1(d) or (B) any other amounts received with respect to any Revolving Pool Assets, in each case in accordance with the terms of this Closed-End Servicing Agreement (and, in either case, such amounts have not been previously applied in reduction of a Closed-End WH Servicer Reimbursement pursuant to this clause (iv)), the amount of any Closed-End WH Servicer Reimbursement to be made from Revolving Pool Collections shall be reduced by the amount of such deficiency;

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

(vi) in no event shall any Revolving Pool Collections be used to make any Closed-End WH Servicer Reimbursement for any Closed-End Warehouse Servicer Expenses except for Closed-End Warehouse Servicer Expenses incurred in respect of Closed-End Leases and Closed-End Vehicles included in the Revolving Pool; provided, however, that following the occurrence of any Termination Event, no Revolving Pool Collections shall be used to make any Closed-End WH Servicer Reimbursement for any Closed-End Warehouse Servicer Expenses described in clause (x) of the definition thereof.

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

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

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

(ii) if so required under the related Exchange Note Supplement, a segregated trust account to be designated as the “Exchange Note Reserve Account” with respect to the related Reference Pool.

The accounts established pursuant to the foregoing clauses (i) and (ii) for any Reference Pool are referred to together as the “Exchange Note Accounts.” The right to make withdrawals from and deposits to, and to exercise other control rights with respect to, the Exchange Note Accounts established with respect to any Reference Pool will be governed by the terms of the related Servicing Supplement.

(g) Characterization of Accounts. The Lease Funding Account and each Exchange Note Account will be a “securities account” (a “Securities Account”) within the meaning of Section 8-501 of the Uniform Commercial Code of the State of New York (the “New York UCC”). The Company Account will be a “deposit account” (a “Deposit Account”) within the meaning of Section 9-102(29) of the New York UCC.

(h) Agreement with Depository Institution. Except as otherwise provided in the related Servicing Supplement, each Exchange Note Account will only be established at a Qualified Institution or Qualified Trust Institution that agrees in writing that:

(i) all securities, instruments, cash or other property delivered to it pursuant to the Collateral Agency Agreement, the applicable Closed-End Exchange Note Supplement, this Closed-End Servicing Agreement or the applicable Servicing Supplement and all investments of funds held in any such Exchange Note Account will be promptly credited to such Exchange Note Account;

(ii) all securities, instruments, cash or other property credited to any such Exchange Note Account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC;

(iii) at all times prior to being notified by the Closed-End Collateral Agent that (x) all of the related Closed-End Exchange Notes have been repaid or redeemed in full and (y) the applicable Exchange Note Account has been released from the security interest granted pursuant to Section 2.1 of the Security Agreement, it will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the New York UCC) originated by the secured party without further consent of the Borrower or any other Person; and

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

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

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(j) Withdrawal of Funds Not Constituting Closed-End Collections. The Closed-End Servicer may from time to time direct the Closed-End Collateral Agent, the Titling Trustee or such other Person maintaining control over the Lease Funding Account, or over the Exchange Note Collection Account with respect to any Reference Pool, to withdraw from such account and pay to the Closed-End Servicer, or deliver to the appropriate Person for deposit into the Lease Funding Account or into the appropriate Exchange Note Collection Account, as the case may be, amounts that do not constitute Closed-End Collections for the Asset Pool to which such account relates. In the case of a withdrawal from the Lease Funding Account, the Closed-End Servicer shall provide at least two Business Days’ notice of such withdrawal to the Deal Agent. The Closed-End Servicer shall provide to the Closed-End Collateral Agent, the Deal Agent and the Closed-End Administrative Agent any information reasonably requested by such Person to document any amounts withdrawn from the Lease Funding Account pursuant to this Section 5.2(j).

Section 5.3 Investment of Amounts in the Accounts.

(a) Permitted Investments. So long as no Facility Default has occurred and is continuing, amounts from time to time on deposit in the Lease Funding Account, the Company Account or any Exchange Note Account will, to the extent permitted by Applicable Law and except (in the case of an Exchange Note Account) to the extent otherwise provided in the related Servicing Supplement, be invested as directed by the Closed-End Servicer to the Qualified Institution or Qualified Trust Institution maintaining such account, in Permitted Investments that will not be sold prior to maturity and that mature no later than the Business Day preceding the Closed-End Exchange Note Payment Date for the Closed-End EN Collection Period to which such amounts relate or, in the case of investments that satisfy the requirements of clause (v) of the definition of Permitted Investments, that mature no later than the Closed-End Exchange Note Payment Date for the Closed-End EN Collection Period to which such amounts relate. However, the Closed-End Servicer will not direct the Qualified Institution or Qualified Trust Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest granted and perfected in such account in favor of the Closed-End Collateral Agent will continue to be perfected in such investment or the proceeds of such sale, in each case, without any further action by any Person.

(b) Application of Investment Earnings and Losses. Any investment earnings on Permitted Investments (or any other investments) on deposit in the Lease Funding Account, the Company Account or any Exchange Note Account will be credited to such account. Any investment losses on Permitted Investments (or any other investments) on deposit in the Lease Funding Account, the Company Account or any Exchange Note Account will be withdrawn from (or otherwise will constitute a debit to) such account. None of the Closed-End Servicer, the Initial Beneficiary, any Holder, the Titling Trustee or the Titling Trust Administrator will be responsible for losses with respect to any Permitted Investments (or any other investments) on deposit in any of the aforementioned accounts, or any other account of the Titling Trust.

(c) Tax Reporting of Investment Income. All investment income on amounts deposited to the Lease Funding Account, the Company Account or any Exchange Note Accounts established with respect to any Reference Pool will be reported for U.S. federal income tax purposes as earned by the Titling Trust and will be reported by the Holding Company (or such entity from which the Holding Company may be disregarded as separate for U.S. federal income tax purposes).

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ARTICLE VI.

ADMINISTRATION AND SERVICING OF CLOSED-END LEASES

Section 6.1 Duties of Closed-End Servicer.

The Closed-End Servicer will manage, service, administer and make collections on the Closed-End Assets, together with any Dealer Recourse Rights, if any, and Insurance Policies maintained with respect to the Collateral, and, to the extent applicable, perform all of its other obligations, and exercise its rights, under this Closed-End Servicing Agreement, with reasonable care and in accordance with the Credit and Collection Policy. The Closed-End Servicer’s duties will include:

(a) collecting and remitting (within the time period specified in Section 5.1(a)) (A) all amounts received from Closed-End Obligors relating to the Closed-End Leases (including any Security Deposits but only when those amounts are applied to pay amounts that a Closed-End Obligor fails to pay relating to a Closed-End Lease), (B) all amounts received in respect of Insurance Policies with respect to the Closed-End Leases, (C) all amounts received on any Closed-End Lease in respect of any Dealer Recourse Rights and (D) all proceeds realized on the sale or other disposition of the Closed-End Vehicles;

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

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

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

(e) accounting for Closed-End Collections and furnishing statements to the Titling Trust and the Initial Beneficiary with respect to such Closed-End Collections;

(f) repossessing or otherwise converting the possession of the Closed-End Vehicle relating to any Closed-End Lease as to which the Closed-End Servicer has determined eventual payment in full is unlikely;

(g) selling or otherwise disposing of any Closed-End Vehicle repossessed or returned by the related Closed-End Obligor in connection with a termination of the related Closed-End Lease;

(h) collecting any remaining balance on the Closed-End Leases after disposition of any repossessed or returned Closed-End Vehicle;

(i) acting as agent of the Titling Trust with respect to the borrowing of funds and the taking of certain other actions in connection with the Warehouse Facilities, to the extent and in the manner set forth in the Receivables Financing Agreements;

(j) acting as agent of the Closed-End Collateral Agent with respect to holding the Certificates of Title;

(k) performing and carrying out on behalf of the Titling Trustee, on behalf of the Titling Trust, all of the obligations on the part of the lessor under each Closed-End Lease; and

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

Section 6.2 Collection of Payments.

(a) The Closed-End Servicer will make commercially reasonable efforts to collect all payments called for under the Closed-End Leases as and when the same become due. The Closed-End Servicer may grant extensions, waivers, rebates, modifications or adjustments with respect to any Closed-End Lease. The Closed-End Servicer may waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Closed-End Lease. Notwithstanding the foregoing, the Closed-End Servicer may not extend the Maturity Date of a Closed-End Lease more than a total of five times or by more than five months in the aggregate; provided, however, that such conditions may be varied from time to time with respect to the Closed-End Leases allocated to any particular Reference Pool by means of provisions set forth in an Exchange Note Supplement or a Servicing Supplement.

(b) Allocation of Closed-End Collections. The Closed-End Servicer will apply and allocate amounts received from Closed-End Obligors and other Persons with respect to the Closed-End Leases and Closed-End Vehicles. Subject to Section 6.3, if a Closed-End Lessee is obligated under one or more Closed-End Units and also under one or more other assets owned by World Omni or assigned by World Omni to third parties, then any payment on any such asset received from or on behalf of such Closed-End Obligor will, if identified as being made with respect to a particular item or asset, be applied to such item or asset, and otherwise will be allocated by World Omni in accordance with the Credit and Collection Policy.

(c) Manner Paid. The Closed-End Servicer will cause each Closed-End Obligor or other applicable Person to deposit any Closed-End Collections into accounts maintained by the Closed-End Servicer.

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

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

Section 6.4 Custody of Lease Files; Custodial Duties.

(a) Appointment of Custodian. The Titling Trust and the Closed-End Collateral Agent each appoints the Closed-End Servicer to act as the agent of the Titling Trust and the Closed-End Collateral Agent as custodian of the Lease Files, and the Closed-End Servicer accepts such appointment.

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The Closed-End Servicer confirms to the Titling Trust and the Closed-End Collateral Agent that it has received all the documents and instruments necessary to act as the agent of the Titling Trust and the Closed-End Collateral Agent for the purposes set forth in this Section 6.4, including the Lease Files.

(b) Duties of Custodian. Except as permitted by Section 6.4(c), the Closed-End Servicer will hold the Lease Files on behalf of the Titling Trust and the Closed-End Collateral Agent and will maintain, or cause to be maintained, such accurate and complete accounts, records and computer systems pertaining to each Lease File as will enable the Closed-End Servicer to comply with this Closed-End Servicing Agreement and the Titling Trust Agreement. The Closed-End Servicer will perform its duties as custodian of the Lease Files in such a manner as will enable the Titling Trust and the Closed-End Collateral Agent to verify the accuracy of the Closed-End Servicer’s record keeping.

(c) Location of Records. The Closed-End Servicer will maintain each Lease File at one of its offices in the United States or the offices of one of its custodians specified in Exhibit A of this Closed-End Servicing Agreement, or at such other office of one of its custodians as specified to the Initial Beneficiary and the Closed-End Collateral Agent by 30 days’ prior written notice.

(d) Access to the Lease Files and Related Records. The Closed-End Servicer will provide access to the Lease Files, and the related accounts, records, and computer systems maintained by the Closed-End Servicer, to the Titling Trust, the Titling Trustee, the Initial Beneficiary, the Closed-End Collateral Agent and the Deal Agent at such times as such Persons direct, but only upon reasonable notice and during the normal business hours of the respective offices of the Closed-End Servicer. Nothing in this Section 6.4(d) will affect the obligation of the Closed-End Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Closed-End Obligors, and the failure of the Closed-End Servicer to provide access to information as a result of such obligation will not constitute a breach of this Section 6.4(d).

(e) Release of Documents. Upon instructions from the Closed-End Collateral Agent, the Closed-End Servicer will release or cause to be released any Certificate of Title to the Closed-End Collateral Agent, at such place or places as the Closed-End Collateral Agent may designate, as soon thereafter as is practicable. Any document so released will be handled by the Closed-End Collateral Agent (or its agent or designee) with due care and in compliance with all laws and returned to the Closed-End Servicer for safekeeping as soon as the Closed-End Collateral Agent (or its agent or designee), as the case may be, has no further need therefor.

(f) Instructions; Authority to Act. All instructions to the Closed-End Servicer will be signed by an Authorized Officer of the party delivering such instructions, and the Closed-End Servicer will be deemed to have received proper instructions with respect to the Lease Files upon its receipt of such instructions.

(g) Effective Period and Termination. The Closed-End Servicer’s appointment as custodian will become effective as of the date of this Closed-End Servicing Agreement and will continue in full force and effect until terminated pursuant to this Section 6.4. If World Omni resigns as Closed-End Servicer in accordance with this Closed-End Servicing Agreement, or if all of the rights and obligations of the Closed-End Servicer have been terminated under Section 8.1, the appointment of the Closed-End Servicer as custodian under this Closed-End Servicing Agreement may be terminated by the Titling Trust, and a successor custodian may be appointed, in each case in the same manner as the Closed-End Servicer may be terminated, and a successor appointed, respectively, under Section 8.1. As soon as practicable after any termination of such appointment, the Closed-End Servicer will deliver to the Titling Trust or its agents, as the case may be, the Lease Files (other than the Certificates of Title, which will be delivered to the Closed-End Collateral Agent) and the related accounts and records maintained by the Closed-End Servicer at such place or places as such successor custodian.

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Section 6.5 Records.

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

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

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

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

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

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

Section 6.7 No Impairment.

The Closed-End Servicer may not impair the rights of the Titling Trust in a Closed-End Lease or Closed-End Vehicle except in accordance with the Credit and Collection Policy and subject to any restrictions in the Basic Documents.

ARTICLE VII.

SALE OF CLOSED-END VEHICLES

Section 7.1 Return, Repossession and Sale of Closed-End Vehicles.

(a) The Closed-End Servicer shall use its commercially reasonable efforts (consistent with the customary and usual procedures of institutions that service closed-end automobile and light duty truck leases and, to the extent more exacting, the procedures used by the Closed-End Servicer in respect of any such leases serviced by it for its own account or the accounts of its Affiliates) to repossess or otherwise take possession of the Closed-End Vehicle related to any Closed-End Lease that the Closed-End Servicer shall have determined to be in default or a Closed-End Lease as to which a Prepayment has been made in connection with an early termination of such Closed-End Lease but as to which the related Closed-End Vehicle has not been purchased by the Closed-End Obligor or a Dealer.

(b) With respect to each Closed-End Vehicle that is returned to, or repossessed by, the Closed-End Servicer or its agent or bailee (whether as a result of early termination, default or the return of such Closed-End Vehicle by the Closed-End Obligor on or around the Maturity Date), the Closed-End Servicer shall, in accordance with the standards set forth in the immediately preceding paragraph:

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

(ii) sell or otherwise dispose of each Closed-End Vehicle that is so returned or repossessed (including a Closed-End Lease that has become part of the Returned Lease Vehicle Inventory), in accordance with the related Closed-End Lease, and, if the Closed-End Lease is in default, shall commence and prosecute any Proceedings in respect of such Closed-End Lease (and the related Closed-End Vehicle) in its own name or, if the Closed-End Servicer deems it necessary, in the name of the Titling Trust.

(c) The obligations of the Closed-End Servicer under this Section 7.1 are subject to the provision that, in the event of damage to a Closed-End Vehicle from a cause for which the Closed-End Obligor under the related Closed-End Lease was not required to obtain casualty insurance or maintain such insurance in full force and effect, the Closed-End Servicer shall not be required to expend its own funds in repairing such Closed-End Vehicle unless it shall reasonably determine that such restoration will increase Liquidation Proceeds (net of Liquidation Expenses) of the related Closed-End

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

Section 7.2 Procedures Upon Sale.

In connection with the sale or other disposition of a Closed-End Vehicle pursuant to Section 7.1, the Closed-End Servicer will, upon receipt of proceeds of such sale:

(i) on behalf of the Closed-End Collateral Agent, deliver the related Certificate of Title to the purchaser of such Closed-End Vehicle;

(ii) deliver notice of such sale or other disposition to the Titling Trust Administrator; and

(iii) change its records to reflect the termination of the Titling Trust’s interest in such Closed-End Lease and Closed-End Vehicle.

Section 7.3 Security Deposits.

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

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ARTICLE VIII.

CLOSED-END SERVICER DEFAULT

Section 8.1 Facility Servicer Event of Default.

(a) The occurrence of an Event of Bankruptcy with respect to the Closed-End Servicer will be a “Facility Servicer Event of Default.”

(b) The Closed-End Servicer will notify the Titling Trust, the Initial Beneficiary, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and each Exchange Noteholder of any Facility Servicer Event of Default, no later than 5 Business Days after an Authorized Officer of the Closed-End Servicer obtains actual knowledge of such event.

(c) If a Facility Servicer Event of Default has occurred, all of the rights and obligations (other than the rights and obligations of the Closed-End Servicer set forth in Section 3.3) of the Closed-End Servicer under this Closed-End Servicing Agreement may be terminated by: (i) so long as any Closed-End Exchange Notes remain Outstanding, the Exchange Noteholders representing at least 50% of the aggregate Exchange Note Balance (voting as a single class) or (ii) so long as any Warehouse Facility remains outstanding, the Deal Agent and (iii) otherwise, the Titling Trust, in each case by notice to the Closed-End Servicer, the Closed-End Administrative Agent, the Deal Agent, the Closed-End Collateral Agent, the Deal Agent and each Exchange Noteholder.

Section 8.2 Warehouse Facility Servicer Events of Default.

(a) The occurrence and continuation of any of the following events will be a “Warehouse Facility Servicer Default”:

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

(ii) Any failure by the Closed-End Servicer to observe or to perform in any material respect any other covenants or agreements of the Closed-End Servicer set forth in this Closed-End Servicing Agreement or the other Basic Documents with respect to the Warehouse Facilities which failure continues unremedied for a period of 30 days after notice of such failure is given to the Closed-End Servicer from the Closed-End Administrative Agent or any Warehouse Facility Lender; or

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(iii) Any representation, warranty or statement of the Closed-End Servicer made in this Closed-End Servicing Agreement or any other Basic Document to which it is a party or by which it is bound or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made and, within 30 days after written notice thereof shall have been given to the Closed-End Servicer by the Closed-End Administrative Agent, the Deal Agent or any Warehouse Facility Lender, the circumstance or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; or

(iv) The Closed-End Servicer shall have failed to deliver a report required to be delivered to the Titling Trustee or the Deal Agent pursuant to this Closed-End Servicing Agreement or any Receivables Financing Agreement within ten (10) Business Days after the date any such report is due.

(b) The Closed-End Servicer will notify the Titling Trust, the Initial Beneficiary, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and each Exchange Noteholder of any Warehouse Facility Servicer Default, promptly but in no event later than three Business Days after an Authorized Officer of the Closed-End Servicer obtains actual knowledge of such event.

(c) The Closed-End Servicer will notify the Deal Agent of any event that, with the giving of notice or lapse of time, or both, would become a Warehouse Facility Servicer Default promptly but in no event later than three Business Days after an Authorized Officer of the Closed-End Servicer obtains actual knowledge of such event.

(d) If a Warehouse Facility Servicer Default occurs, all of the rights and obligations (other than (i) the rights and obligations of the Closed-End Servicer set forth in Section 3.3 or (ii) any other obligations of the Closed-End Servicer under any Basic Documents which survive the termination of the Closed-End Servicer by their express terms) of the Closed-End Servicer under this Closed-End Servicing Agreement, but solely with respect to the servicing of the Warehouse Facility Pool, may be terminated by: (i) if the Aggregate Loan Amount is greater than zero or the Warehouse Facilities have not been terminated, the Deal Agent, and (ii) otherwise, the Titling Trust, in each case by notice to the Closed-End Servicer, the Closed-End Administrative Agent, the Closed-End Collateral Agent, each Warehouse Facility Lender and each Warehouse Facility Agent.

Section 8.3 Exchange Note Servicer Events of Default.

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

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

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(ii) Any failure by the Closed-End Servicer to observe or to perform in any material respect any other covenants or agreements of the Closed-End Servicer with respect to a Closed-End Exchange Note set forth in this Closed-End Servicing Agreement or the applicable Servicing Supplement which failure (A) materially and adversely affects the rights of the Closed-End Administrative Agent or the related Exchange Noteholder and (B) continues unremedied for a period of 30 days after notice of such failure is given to the Closed-End Servicer from the Closed-End Administrative Agent or the related Exchange Noteholder.

(b) The Closed-End Servicer will notify the Titling Trust, the Initial Beneficiary, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and the Exchange Noteholder of the related Closed-End Exchange Note of any event that with the giving of notice or lapse of time, or both, would become an Exchange Note Servicer Default, no later than 5 Business Days after an Authorized Officer of the Closed-End Servicer obtains knowledge of such event. However, the Closed-End Servicer is not required to provide such notice if, during such 5 Business Days (i) such event has been cured or (ii) the Closed-End Servicer is actively pursuing a cure.

(c) If an Exchange Note Servicer Default occurs with respect to any Closed-End Exchange Note and has not been remedied, all of the rights and obligations (other than the rights and obligations of the Closed-End Servicer set forth in Section 3.3) of the Closed-End Servicer under this Closed-End Servicing Agreement, but solely with respect to the servicing of the related Reference Pool, may be terminated by the Required Secured Parties with respect to such Reference Pool, as set forth in clause (ii) of the definition of “Required Secured Parties.”

Section 8.4 Appointment of Successor Servicer.

(a) Upon the receipt by the Closed-End Servicer of a notice of termination pursuant to Section 8.1, Section 8.2 or Section 8.3 (or such later date as may be specified in such notice of termination), all authority and power of the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, solely to the extent of the rights so terminated) will pass to and be vested in the successor Closed-End Servicer as may be appointed under this Section 8.4. In such event, the Titling Trust, the Closed-End Administrative Agent and the Closed-End Collateral Agent are authorized and empowered to execute and deliver, on behalf of the predecessor Closed-End Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the termination and replacement of the Closed-End Servicer (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated).

(b) Upon termination of the Closed-End Servicer pursuant to Section 8.1, Section 8.2 or Section 8.3, the predecessor Closed-End Servicer will cooperate with the successor Closed-End Servicer, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and the Titling Trust in effecting the termination of the responsibilities and rights of the predecessor Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated), including, as soon as practicable, (i) the transfer to such successor Closed-End Servicer for administration by it of all cash amounts relating to the Collateral (or, in the case of a termination pursuant to Section 8.2 or Section 8.3, the applicable portion of the Collateral) that are held by the predecessor Closed-End Servicer for deposit, or thereafter will be received with respect to the Collateral (or such portion thereof, as the

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

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

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

(e) Upon its acceptance of its appointment as successor Closed-End Servicer, the successor Closed-End Servicer will be the successor in all respects to the predecessor Closed-End Servicer (and will be the successor in all respects to the Closed-End Collateral Agent Administrator pursuant to Section 4.2(b) of the Closed-End Administration Agreement), and will be subject to all of the responsibilities, duties, and liabilities following such successor Closed-End Servicer’s appointment placed on (1) the predecessor Closed-End Servicer relating to such predecessor Closed-End Servicer’s performance of its duties as Closed-End Servicer (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated) and (2) the predecessor Closed-End Collateral Agent Administrator, to the extent and in the manner specified in the Closed-End Administration Agreement.

(f) In connection with any appointment of a successor Closed-End Servicer, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust, may make such arrangements for the compensation of such successor Closed-End Servicer out of Closed-End Collections and other property constituting a part of the Collateral (but solely to the extent of the Collateral relating to the rights so terminated) as it and such successor Closed-End Servicer may agree, provided, however, that, no such compensation will be in excess of the amount paid to the predecessor Closed-End Servicer under this Closed-End Servicing Agreement. The Closed-

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End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust and the predecessor Closed-End Servicer will take such action, consistent with this Closed-End Servicing Agreement, as will be necessary to effectuate any such succession.

Section 8.5 Waiver of Servicer Event of Default.

The Closed-End Administrative Agent, on behalf of the Closed-End Collateral Agent and the Titling Trust, which is entitled to remove the Closed-End Servicer pursuant to Section 8.1, Section 8.2 or Section 8.3, may waive any related Servicer Event of Default, as the case may be, and its consequences. Upon any such waiver, the applicable Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Closed-End Servicing Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon.

ARTICLE IX.

REPORTING

Section 9.1 Monthly Warehouse Facility Pool Reports.

No later than 3:00 p.m., Eastern Time, On the 8th day of each calendar month (or, if such day is not a Business Day, the next Business Day), the Closed-End Servicer will, if so requested by the Closed-End Collateral Agent, the Closed-End Administrative Agent or the Titling Trust, deliver to such Persons a servicing report (the “Monthly Warehouse Facility Pool Report”), in substantially the form of Exhibit B.

Section 9.2 Monthly Reference Pool Reports.

Except as otherwise provided in the related Servicing Supplement, each month, the Closed-End Servicer will deliver to the Closed-End Administrative Agent and each of the other Persons (if any) listed in the related Servicing Supplement a servicing report (the “Monthly Exchange Note Report”) in the form provided in such Servicing Supplement.

Section 9.3 Annual Statement as to Compliance.

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

Section 9.4 Annual Independent Certified Public Accountants’ Report.

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

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

Section 9.5 Other Notices.

(a) Notice of Merger or Consolidation of, or Assumption of the Obligations of, Closed-End Servicer. The Closed-End Servicer will notify the Titling Trust, the Initial Beneficiary, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and each Exchange Noteholder of any merger, consolidation or succession pursuant to Section 3.4 (other than in the case of a corporate reorganization involving only World Omni and/or one or more of its Affiliates) within 15 Business Days after any such event.

(b) Notice of Third Party Claims. The Closed-End Servicer will notify the Titling Trust, the Initial Beneficiary, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and each Exchange Noteholder within 15 Business Days following the date on which an Authorized Officer of the Closed-End Servicer becomes aware of a claim by a third party with respect to any Closed-End Asset, which claim could reasonably be expected to have a material adverse effect on the Titling Trust, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent, any Exchange Noteholder or any trust established by an Exchange Noteholder.

(c) Tax Reporting. To the extent required by law, the Closed-End Servicer will deliver to each Exchange Noteholder or, if applicable, the holders of debt securities issued by any Exchange Noteholder and secured by a Closed-End Exchange Note, information for the preparation of the Exchange Noteholder’s U.S. federal income tax returns.

ARTICLE X.

MISCELLANEOUS

Section 10.1 Amendments.

This Closed-End Servicing Agreement may be amended by the Titling Trust, the Closed-End Collateral Agent and the Closed-End Servicer. Any such amendment will not, as evidenced by an Opinion of Counsel, cause the Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

Section 10.2 No Legal Title to Closed-End Assets.

The Closed-End Servicer will not have legal title to any Closed-End Assets. Legal title to the Closed-End Assets will remain with the Titling Trust.

Section 10.3 Notices.

Any and all notices and other communications provided for under this Closed-End Servicing Agreement shall, unless otherwise stated herein, be delivered in accordance with, and shall be deemed delivered in accordance with, the Notice Requirements, which are hereby incorporated into this Closed-End Servicing Agreement.

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Section 10.4 Third-Party Beneficiaries.

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

Section 10.5 No Petition.

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

Section 10.6 GOVERNING LAW; SUBMISSION TO JURISDICTION.

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

(b) Each party to this Closed-End Servicing Agreement submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Closed-End Servicing Agreement or the transactions contemplated by this Closed-End Servicing Agreement or by the other Basic Documents. Each party to this Closed-End Servicing Agreement irrevocably waives, to the fullest extent it may do so, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 10.7 WAIVER OF JURY TRIAL.

EACH PARTY TO THIS CLOSED-END SERVICING AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS CLOSED-END SERVICING AGREEMENT OR ANY OTHER BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS CLOSED-END SERVICING AGREEMENT OR ANY SUCH OTHER BASIC DOCUMENT.

31

Section 10.8 Severability.

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

Section 10.9 Counterparts.

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

Section 10.10 Headings.

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

Section 10.11 Further Assurances.

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

Section 10.12 Agent for Service.

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

World Omni Financial Corp.

190 Jim Moran Boulevard

Deerfield Beach, FL 33442

Attention: Treasurer

Fax: 954-429-2685

Section 10.13 Limitation of Recourse to Titling Trustee.

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

32

claiming by, through or under the parties to this Agreement and (d) under no circumstances shall VT Inc. or U.S. Bank be personally liable for the payment of any indebtedness or expenses of World Omni LT, as Borrower or otherwise, under this Closed-End Servicing Agreement, any other Basic Document or any other related document.

Section 10.14 Waiver of Opinion

Each Warehouse Facility Agent, each Warehouse Facility Lender, the Closed-End Servicer, the Titling Trust and the Closed-End Collateral Agent each hereby waives the requirement set forth in Section 10.1 of this Closed-End Servicing Agreement that an opinion of counsel with respect to certain U.S. federal tax matters be delivered solely in connection with the execution and delivery of this amendment and restatement of this Closed-End Servicing Agreement.

[SIGNATURE PAGE FOLLOWS]

33

Executed:

WORLD OMNI FINANCIAL CORP., as Closed-End Servicer
By:	/s/ Ben Miller
	Name: Ben Miller
	Title: Assistant Treasurer

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

WORLD OMNI LT, as Titling Trust
By:	VT INC., as Titling Trustee
By:	/s/ Patricia M. Child
	Name: Patricia M. Child
	Title: President

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

AL HOLDING CORP., as Closed-End Collateral Agent
By:	/s/ Philip A. Martone
	Name: Philip A. Martone
	Title: Vice President

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

Exhibit A

LOCATION OF LEASE FILES

[to be provided electronically]

Exhibit B

FORM OF MONTHLY WAREHOUSE FACILITY POOL REPORT

[On file with the Closed-End Servicer]

Exhibit C

FORM OF CLOSED-END POWER OF ATTORNEY

STATE OF ILLINOIS	}
	}
COUNTY OF COOK	}

Reference is made to the Third Amended and Restated Pledge and Security Agreement (as amended, the “Security Agreement”), dated as of July 16, 2008, between the WORLD OMNI LT, a Delaware statutory trust, as Borrower (the “Borrower”), and AL HOLDING CORP., a Delaware corporation (“ALHC”), as collateral agent (the “Closed-End Collateral Agent”), as amended, supplemented or otherwise modified from time to time. Pursuant to the Security Agreement, the Closed-End Collateral Agent will hold a security interest in assets of the Borrower allocated to the Specified Interest designated as the “Closed-End Collateral Specified Interest” and certain related assets for the benefit of the Secured Parties specified therein.

ALHC, having an office and place of business at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, appoints:

1. World Omni Financial Corp., a Florida corporation (“World Omni”), having an office and place of business at 190 Jim Moran Boulevard, Deerfield Beach, FL 33442 , its employees, contractors, attorneys and agents, to act as ALHC’s true and lawful attorneys-in-fact to Execute all Documents that may be required to (A) reflect the lien of ALHC on any Certificate of Title or (B) remove ALHC as lienholder from any Certificate of Title upon termination of ALHC’s lien on the related motor vehicle; and

2. World Omni and its attorneys to act as ALHC’s true and lawful attorneys-in-fact to (A) execute a power of attorney on behalf of ALHC in favor of any Dealer or Auction and any employee or agent thereof appointing any such person or entity as ALHC’s attorney-in-fact to Execute all Documents that may be required to (i) reflect the lien of ALHC on any Certificate of Title or (ii) remove ALHC as lienholder from any Certificate of Title upon termination of ALHC’s lien in the related motor vehicle and (B) otherwise convey the authority to Dealers or Auctions and their employees or agents to take such actions on behalf of ALHC with respect to the Leases and Vehicles.

As used herein, (i) “Auction” means [Manheim Auctions, Inc.], [Auto Trade Center] and any other physical or electronic auction house, motor vehicle disposition agent, consignor or vendor, (ii) “Execute” means to prepare, execute, submit, deliver and/or file, in each case on behalf of ALHC, as Collateral Agent under the Security Agreement, (iii) “Document” means any document, instrument, certificate or application and (iv) all other capitalized terms not defined herein have the meaning given to such terms under the Security Agreement.

This power of attorney will remain in full force and effect until notice of revocation in writing is delivered by ALHC to World Omni.

EXECUTED this     day of [        ], 20    .

AL HOLDING CORP.
By:
	Name:
	Title:

STATE OF ILLINOIS	}
	}
COUNTY OF COOK	}

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

Sworn to before me this     

day of [        ], 20    .

Notary Public - State of Illinois                     [seal]

Name:

Commission Expires:

Exhibit D

DEALER ARRANGEMENT

[On file with the Closed-End Servicer]

Exhibit E

Authorized Officers of U.S. Bank Trust National Association

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

Exhibit F

Authorized Officers of U.S. Bank National Association

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

Exhibit G

Authorized Officers of World Omni, as

Servicer and as Titling Trust Administrator

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

EX-10.6

Exhibit 10.6

EXECUTION COPY

FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED

SERVICING AGREEMENT

THIS FIRST AMENDMENT to FIFTH AMENDED AND RESTATED SERVICING AGREEMENT, dated as of October 30, 2015 (this “Amendment”), is among WORLD OMNI LT, a Delaware statutory trust (the “Titling Trust”), WORLD OMNI FINANCIAL CORP., a Florida corporation (“WOFCO”), as Closed-End Servicer, and AL HOLDING CORP., a Delaware corporation (“ALHC”), as Closed-End Collateral Agent,.

Background

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

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

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

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

SECTION 2.        Amendments to the Agreement. The Agreement is hereby amended as follows:

2.1           The Index of Defined Terms included at the beginning of the Agreement is hereby amended by inserting the following terms in the appropriate alphabetical order therein:

Unencumbered Account………...Closed-End Servicing Agreement, Section 5.2(f)

Unencumbered Reference Pool…..…Collateral Agency Agreement, Section 6.2(e)

Unencumbered Reference Pool

Servicer Default…..............…….Closed-End Servicing Agreement, Section 8.3(d)

Warehouse Designation………………..………………………………Appendix A

WOLF LLC………………………………………………..…………..Appendix A

WOLF LLC Limited Liability Company Agreement…..………......…Appendix A

WOLT Receivables Financing Agreement………………………........Appendix A

WOLT Warehouse Facility Note………………………………….......Appendix A

2.2           Section 2.2 of the Agreement is hereby amended by inserting the following immediately after the term “Collateral Agency Agreement” in the second line thereof:

“ or the designation of an Unencumbered Reference Pool pursuant to Section 6.2(a) of the Collateral Agency Agreement and a Warehouse Designation delivered pursuant to a Receivables Financing Agreement”

1 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement

2.3           Clause (ii) of Section 2.2 of the Agreement is hereby deleted in its entirety and replaced with the following:

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

2.4           Section 3.4(c) of the Agreement is hereby amended by inserting the phrase “, the Initial Beneficiary” immediately after the term “Closed-End Collateral Agent” where it occurs in the last sentence thereof.

2.5           Section 3.7(c) of the Agreement is hereby amended by inserting the phrase “ or the appropriate Unencumbered Account designated by the Initial Beneficiary” immediately following the occurrence of the term “Exchange Note Collection Account” therein.

2.6           Section 5.1(c) of the Agreement is hereby amended by inserting the phrase “or Unencumbered Account, as applicable” immediately following the occurrence of the term “Exchange Note Collection Accounts” therein.

2.7           Section 5.1(e) of the Agreement is hereby amended by inserting the phrase “or, in the case of an Unencumbered Reference Pool, into the related Unencumbered Account designated by the Initial Beneficiary” immediately following the occurrence of the term “Exchange Note Collection Account” therein.

2.8           Section 5.2(b) of the Agreement is hereby amended by deleting the first sentence of clause (i) thereof in its entirety and replacing it with the following:

“The Titling Trustee, on behalf of the Titling Trust, will establish and maintain, with respect to the Closed-End Collateral Specified Interest, a Securities Account for purposes of the Warehouse Facility Pool to be designated as the “Lease Funding Account.””

2.9           Section 5.2(f) of the Agreement is hereby amended (i) by inserting the phrase “and Unencumbered Accounts” at the end of the heading thereof and (ii) by inserting the following paragraph at the end thereof:

2 1^st Amendment to Fifth Amended and
Restated Servicing Agreement

“On or before the allocation of Closed-End Leases to an Unencumbered Reference Pool pursuant to a Warehouse Designation, the Closed-End Servicer will establish, in the name of the Initial Beneficiary or such other entity as may be specified in the applicable Servicing Supplement, a segregated account to be designated as the “Unencumbered Account” with respect to such Unencumbered Reference Pool, into which an amount equal to the Closed-End Collections with respect to such Unencumbered Reference Pool will be deposited from time to time. The accounts described in the immediately preceding sentence shall be referred to as an “Unencumbered Account.” The right to make withdrawals from and deposits to, and to exercise other control rights with respect to, the Unencumbered Accounts established with respect to any Unencumbered Reference Pool will be governed by the terms of the related Servicing Supplement.”

2.10         Section 5.2(g) is hereby amended by inserting the phrase “, each Unencumbered Account” immediately following the occurrence of the term “Lease Funding Account” therein.

2.11         Section 5.2(j) of the Agreement is hereby amended by inserting the phrase “or Unencumbered Account” after each occurrence of the term “Exchange Note Collection Account” therein.

2.12         Section 6.6(b) of the Agreement is hereby amended by inserting the parenthetical phrase “(other than an Unencumbered Reference Pool)” immediately after the occurrence of the term “Reference Pool” in clause (ii) of the second sentence thereof and in clause (2) of the last sentence thereof.

2.13         Section 7.3 of the Agreement is hereby amended by inserting the phrase “or Unencumbered Account” immediately following the occurrence of the term “Exchange Note Collection Account” therein.

2.14         Section 8.1(c) of the Agreement is hereby amended by replacing the second instance of “Deal Agent” in clause (iii) thereof with the term “Initial Beneficiary.”

2.15         Section 8.3 of the Agreement is hereby amended by (i) deleting the section heading in its entirety and replacing it with “Servicer Events of Default with Respect to Reference Pools” and (ii) adding the following subsection (d) at the end thereof:

“(d)          The Servicing Supplement with respect to an Unencumbered Reference Pool may set forth certain occurrences that shall be Servicer defaults with respect to such Unencumbered Reference Pool (each, an “Unencumbered Reference Pool Servicer Default”). In such case, the Servicing Supplement will set forth the notice obligations of the Closed-End Servicer with respect to such Unencumbered Reference Pool Servicer Defaults and the rights of the Initial Beneficiary to terminate the Closed-End Servicer’s rights and obligations with respect to such Unencumbered Reference Pool. For the avoidance of doubt, any such termination by the Initial Beneficiary in accordance with the terms of such Servicing Supplement shall be treated as a termination pursuant to Section 8.3 for purposes of this Closed-End Servicing Agreement.”

2.16         Section 8.4(c) of the Agreement is hereby amended by inserting the phrase “or the Initial Beneficiary, as applicable” after each instance of the term “Closed-End Exchange Note” in the last sentence thereof.

2.17         Section 8.4(f) of the Agreement is hereby amended by inserting the phrase “except as otherwise permitted by the terms of the of the applicable Servicing Supplement with respect to the Collateral included in the related Reference Pool,” at the beginning of the proviso in the first sentence thereof.

3 1^st Amendment to Fifth Amended and
Restated Servicing Agreement

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

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

[SIGNATURE PAGES FOLLOW]

4 1^st Amendment to Fifth Amended and
Restated Servicing Agreement

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

WORLD OMNI LT.,
as Titling Trust
By:	VT INC., as trustee
By:	/s/ Edwin J. Janis
Name:	Edwin J. Janis
Its:	Vice President
AL HOLDING CORP.,
as Closed-End Collateral Agent
By:	/s/ Lori Gebron
Name:	Lori Gebron
Its:	Vice President
WORLD OMNI FINANCIAL CORP.,
as Closed-End Servicer
By:	/s/ Bryan Romano
Name:	Bryan Romano
Its:	Assistant Treasurer

S-1    1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement

EX-10.8

Exhibit 10.8

FOURTH AMENDED AND RESTATED

COLLATERAL AGENCY AGREEMENT

Dated as of December 15, 2009

among

WORLD OMNI LT,

as Borrower,

AUTO LEASE FINANCE LLC,

as Initial Beneficiary,

AL HOLDING CORP.,

as Closed-End Collateral Agent,

BANK OF AMERICA, N.A.,

as Deal Agent,

U.S. BANK NATIONAL ASSOCIATION,

as Closed-End Administrative Agent

and

THE SECURED PARTIES FROM TIME TO TIME

PARTY TO THIS AGREEMENT

TABLE OF CONTENTS

		Page
ARTICLE I    USAGE AND DEFINITIONS			4
Section 1.1	Usage and Definitions		4
ARTICLE II    AGREEMENTS WITH THE DEAL AGENT AND THE CLOSED-END COLLATERAL AGENT			4
Section 2.1	Collateral Documents and Warehouse Facilities		4
Section 2.2	Information to Warehouse Facility Secured Parties		5
Section 2.3	Compensation and Expenses		6
Section 2.4	Stamp and Other Similar Taxes		7
Section 2.5	Filing Fees, Excise Taxes, Etc		7
Section 2.6	Indemnification of Deal Agent and Warehouse Facility Secured Parties		8
Section 2.7	Further Assurances		8
Section 2.8	Direction to Closed-End Collateral Agent and Closed-End Administrative Agent		9
Section 2.9	Audits of Collateral		10
ARTICLE III    THE DEAL AGENT			11
Section 3.1	Appointment		11
Section 3.2	Representations		12
Section 3.3	Exculpatory Provisions		12
Section 3.4	Reliance by Deal Agent		13
Section 3.5	Limitations on Duties of the Deal Agent		14
Section 3.6	Resignation and Removal of Deal Agent		14
Section 3.7	Status of Successors to Deal Agent		16
Section 3.8	Merger of the Deal Agent		16
Section 3.9	Additional Co-Deal Agent; Separate Deal Agent		16
Section 3.10	Reasonable Care		17
Section 3.11	No Agency for Exchange Noteholders		17
ARTICLE IV    THE CLOSED-END COLLATERAL AGENT			18
Section 4.1	Appointment		18
Section 4.2	Representations		19
Section 4.3	Exculpatory Provisions		19
Section 4.4	Reliance by Closed-End Collateral Agent		20
Section 4.5	Limitations on Duties of the Closed-End Collateral Agent		21
Section 4.6	Moneys to be Held in Trust		21

-i-

TABLE OF CONTENTS

(continued)

		Page
Section 4.7	Resignation and Removal of Closed-End Collateral Agent		22
Section 4.8	Status of Successors to Closed-End Collateral Agent		23
Section 4.9	Merger of the Closed-End Collateral Agent		23
Section 4.10	Additional Co-Closed-End Collateral Agent; Separate Closed-End Collateral Agent		23
Section 4.11	Reasonable Care		25
ARTICLE V    THE CLOSED-END ADMINISTRATIVE AGENT			25
Section 5.1	Appointment		25
Section 5.2	Representations		26
Section 5.3	Standard of Care; Exculpatory Provisions		26
Section 5.4	Reliance by Closed-End Administrative Agent		28
Section 5.5	Individual Rights of the Closed-End Administrative Agent		29
Section 5.6	Closed-End Administrative Agent’s Disclaimer		29
Section 5.7	Resignation and Removal of Closed-End Administrative Agent		29
Section 5.8	Status of Successors to Closed-End Administrative Agent		30
Section 5.9	Merger of the Closed-End Administrative Agent		31
ARTICLE VI    THE CLOSED-END EXCHANGE NOTES			31
Section 6.1	Sale of Advances; Issuance of Closed-End Exchange Notes; Form		31
Section 6.2	Form and Terms of the Closed-End Exchange Notes		35
Section 6.3	Issuance of Closed-End Exchange Notes; Execution, Authentication and Delivery		39
Section 6.4	Conditions Precedent to Issuance of Closed-End Exchange Notes; Additional Terms of Exchange Notes		40
Section 6.5	Registration; Registration of Transfer and Exchange		43
Section 6.6	Mutilated, Destroyed, Lost or Stolen Closed-End Exchange Notes		45
Section 6.7	Payment of Principal of and Interest on the Closed-End Exchange Notes		46
Section 6.8	Cancellation of Closed-End Exchange Notes		47
ARTICLE VII    RELEASE OF COLLATERAL; ALLOCATION OF COLLATERAL			47
Section 7.1	Release of Collateral Upon Satisfaction of Certain Secured Obligations		47
Section 7.2	Effect of Release of Collateral		48
Section 7.3	No Recourse		48
Section 7.4	Designation of Wind-Down Pool		48
Section 7.5	Reallocation of Assets from Wind-Down Pool		50

-ii-

TABLE OF CONTENTS

(continued)

		Page
ARTICLE VIII    REMEDIES			50
Section 8.1	Default Notice		50
Section 8.2	Remedies Generally		51
Section 8.3	Appointment of a Receiver		52
Section 8.4	Exercise of Powers		53
Section 8.5	Actions of the Collateral Agent Upon Default		53
Section 8.6	Warehouse Facility Remedies		54
Section 8.7	Exchange Note Defaults		54
Section 8.8	Closed-End Exchange Note Remedies		56
Section 8.9	Remedies Not Exclusive		56
Section 8.10	Waiver of Certain Rights		57
Section 8.11	Waiver of Past Defaults under Closed-End Exchange Notes		57
Section 8.12	Limitation on Closed-End Collateral Agent’s Duties in Respect of Collateral		58
Section 8.13	Limitation by Law		58
Section 8.14	Absolute Rights of Secured Parties		58
Section 8.15	Restricted Pool Condition		58
ARTICLE IX    AMENDMENTS			59
Section 9.1	Amendments Without Consent of Exchange Noteholders or Warehouse Facility Lenders		59
Section 9.2	Amendments with Consent of Warehouse Facility Lenders but Without Consent of Exchange Noteholders		60
Section 9.3	Amendments with Consent of Exchange Noteholders		60
Section 9.4	Modifications Requiring Consent of All Warehouse Facility Lenders		60
Section 9.5	Tax Opinion Requirement		61
Section 9.6	Execution of Amendments		61
ARTICLE X    APPLICATION OF CLOSED-END COLLECTIONS; CREDITORS’ RELATIONS			61
Section 10.1	Allocation of Closed-End Collections		61
Section 10.2	Application of Closed-End Collections on the Revolving Pool Prior to Default		61
Section 10.3	Application of Closed-End Collections on the Revolving Pool After Default ; Application of Closed-End Collections on any Wind-Down Pool		63
Section 10.4	[Reserved]		66

-iii-

TABLE OF CONTENTS

(continued)

		Page
Section 10.5	Application of Closed-End Collections on the Reference Pools		66
Section 10.6	Application of Liquidation Proceeds		67
Section 10.7	Limited Recourse; Subordination of Claims		67
ARTICLE XI    MISCELLANEOUS			68
Section 11.1	Amendments to Security Agreement or Master Exchange Agreement		68
Section 11.2	Amendments to Warehouse Facilities		69
Section 11.3	Additional Actions of Secured Parties		69
Section 11.4	Notices		70
Section 11.5	Alternate Payment and Notice Provisions		70
Section 11.6	Borrower Representation		70
Section 11.7	No Petition		70
Section 11.8	Confidential Information		71
Section 11.9	Headings		72
Section 11.10	Severability		72
Section 11.11	Counterparts		72
Section 11.12	Conflicts with Collateral Documents		73
Section 11.13	Binding Effect		73
Section 11.14	Survival		73
Section 11.15	Governing Law; Submission to Jurisdiction		73
Section 11.16	Effectiveness		73
Section 11.17	No Recourse		74
Section 11.18	Consent to Collateral Agent Assignment Agreement		73

-iv-

Exhibits

Exhibit A	-	Form of Collateral Agency Accession Agreement	S-10
Exhibit B	-	Form of Restricted Pool Condition Failure Notice	B-1
Exhibit C	-	Form of Closed-End Exchange Note	C-3
Exhibit D	-	Form of Transferee Representation Letter	D-1
Exhibit E	-	Form of Power of Attorney in favor of the Closed-End Collateral Agent Administrator	E-1
Exhibit F	-	Form of Reference Pool Reallocation Notice	F-1
Exhibit G	-	Form of Warehouse Pool Reallocation Notice	G-1
Exhibit H	-	Form of Wind-Down Pool Reallocation Notice	H-1

Appendices

Appendix A - Usage and Definitions

-v-

INDEX OF DEFINED TERMS

(Includes terms defined in the Collateral Agent Assignment Agreement, this Collateral Agency

Agreement, the Security Agreement, the ALF LLC Agreement and the Closed-End Servicing Agreement.

References in this Index of Defined Terms to Appendix A are to Appendix A to the Collateral Agency Agreement.)

$
$  Appendix A,	Page 15
A
Additional Warehouse Facilities	Appendix A, Page 15
Additional Warehouse Facility	Appendix A - page 15
Administrative Repurchase	Appendix A - page 15
Advance	Appendix A - page 15
Adverse Claim	Appendix A - page 15
Adverse Selection Criteria	Collateral Agency Agreement, Section 6.2(b) (subclause (d))
Affected Party	Appendix A - page 15
Affiliate	Appendix A - page 15
Affiliated	Appendix A, Page 15
Aggregate Loan Amount	Appendix A, Page 15
Aggregate Revolving Loan Amount	Appendix A, Page 15
Alabama Trust	Appendix A, Page 15
Alabama Trustee	Collateral Agency Agreement, Recitals
Alabama UTI Certificate	Collateral Agency Agreement, Recitals
ALF LLC	Appendix A, Page 15
ALF LLC Agreement	Appendix A, Page 15
ALF LP	Appendix A, Page 15
ALF LP Contribution Agreement	Appendix A, Page 15
ALHC	1, Appendix A, Page 15
Applicable Base Margin	Appendix A, Page 15
Applicable Law	Appendix A, Page 15
Applicable Margin	Appendix A, Page 15
Asset Pool	Appendix A, Page 15
Authorized Officer	Appendix A, Page 15
Automotive Lease Guide	Appendix A, Page 15

i

B
Bank of America	Appendix A, Page 15
Bank of America Receivables Financing Agreement	Appendix A, Page 15
Bankruptcy Code	Appendix A, Page 15
Basic Documents	Appendix A, Page 15
Beneficial Interest	Appendix A, Page 15
Board Resolution	Appendix A, Page 15
Booked Residual Value	Appendix A, Page 15
Borrower	1, Appendix A, Page 15
Borrower Novation	Collateral Agency Agreement, Recitals
Borrower Novation Agreement	Appendix A, Page 15
Borrowing Base	Appendix A, Page 15
Borrowing Base Certificate	Appendix A, Page 15
Borrowing Request	Appendix A, Page 15
Business Day	Appendix A, Page 15
C
CAA Indemnified Parties	Collateral Agency Agreement, Section 2.6(a)
CAA Indemnified Party	Collateral Agency Agreement, Section 2.6(a)
CAA Liabilities	Collateral Agency Agreement, Section 2.6(a)
Carrying Costs	Appendix A, Page 15
Certificate	Appendix A, Page 15
Certificate of Title	Appendix A, Page 7
Certificates of Title	Appendix A, Page 7
Change in Control	Appendix A, Page 15
Charged-off Lease	Appendix A, Page 15
Claim	Appendix A, Page 15
Class	Appendix A, Page 15
Closed-End Administration Agreement	Appendix A, Page 15
Closed-End Administrative Agent	Appendix A, Page 15
Closed-End Asset	Appendix A, Page 15
Closed-End Certificate	Appendix A, Page 15
Closed-End Collateral Agent	1, Appendix A, Page 15
Closed-End Collateral Agent Administrator	Appendix A, Page 15
Closed-End Collateral Specification Notice	Appendix A, Page 15
Closed-End Collateral Specified Interest	Appendix A, Page 15
Closed-End Collected Amounts	Appendix A, Page 15
Closed-End Collections	Appendix A, Page 15
Closed-End EN Collected Amounts	Appendix A, Page 15
Closed-End EN Collection Period	Appendix A, Page 15
Closed-End EN Secured Parties	Appendix A, Page 9
Closed-End EN Secured Party	Appendix A, Page 15
Closed-End Exchange Note	Collateral Agency Agreement, Section 6.1(e)
Closed-End Exchange Note Collections	Appendix A, Page 15
Closed-End Exchange Note Payment Date	Appendix A, Page 15
Closed-End Exchange Notes	Collateral Agency Agreement, Section 6.1(e)
Closed-End Lease	Appendix A, Page 15
Closed-End Obligor	Appendix A, Page 15
Closed-End Servicer	Appendix A, Page 15
Closed-End Servicing Agreement	Appendix A, Page 15
Closed-End Unit	Appendix A, Page 15
Closed-End Vehicle	Appendix A, Page 15
Closed-End Warehouse Collected Amounts	Appendix A, Page 15
Closed-End Warehouse Collections	Appendix A, Page 15
Closed-End Warehouse Facility Lease	Appendix A, Page 15
Closed-End Warehouse Facility Vehicle	Appendix A, Page 15
Closing Date	Appendix A, Page 15
Code	Appendix A, Page 15
Collateral Agency Accession Agreement	Collateral Agency Agreement, Section 2.1(b)
Collateral Agency Agreement	Appendix A, Page 15

ii

Collateral Agent Assignment Agreement	Appendix A, Page 15, Collateral Agency Agreement, Recitals
Collateral Document	Appendix A, Page 15
Collection Account	Appendix A, Page 15
Commercial Paper Note	Appendix A, Page 15
Commission	Appendix A, Page 15
Commitment	Appendix A, Page 15
Commitment Period	Appendix A, Page 15
Commitment Termination Date	Appendix A, Page 15
Commitments	Appendix A, Page 11
Company Account	Appendix A, Page 15
Company Account Agreement	Appendix A, Page 15
Company Account Bank	Appendix A, Page 15
Confidential Information	Collateral Agency Agreement, Section 11.8(b)
Contingent Liabilities	Appendix A, Page 11
Contingent Liability	Appendix A, Page 15
Corporate Trust Office	Appendix A, Page 15
Credit and Collection Policy	Appendix A, Page 15
Current Receivables Financing Agreements	Appendix A, Page 15
Current Warehouse Facilities	Appendix A, Page 15
Current Warehouse Facility	Appendix A, Page 11
Cutoff Date	Appendix A, Page 15
D
Deal Agent	Appendix A, Page 15
Dealer	Appendix A, Page 15
Dealer Agreement	Appendix A, Page 15
Dealer Recourse Right	Appendix A, Page 15
Default Notice	Appendix A, Page 15
Defaulted Receivable	Appendix A, Page 15
Delaware Statutory Trust Act	Appendix A, Page 15
Delaware Trustee	Appendix A, Page 15
Delinquent Receivable	Appendix A, Page 15
Disposition Contract	Appendix A, Page 15
Dollar	Appendix A, Page 15
Draft Account	Appendix A, Page 15
DTC	Appendix A, Page 15
E
Effective Date	Appendix A, Page 15
Effective MSRP	Appendix A, Page 15
Eligible State	Appendix A, Page 15
ERISA	Appendix A, Page 15
Eurodollar Loan	Appendix A, Page 15
Eurodollar Rate (Reserve Adjusted)	Appendix A, Page 15
Event of Bankruptcy	Appendix A, Page 15
Exchange Note Allocation Percentage	Appendix A, Page 15
Exchange Note Balance	Appendix A, Page 15
Exchange Note Collection Account	Appendix A, Page 15
Exchange Note Default	Collateral Agency Agreement, Section 8.7(a)
Exchange Note Funding	Collateral Agency Agreement, Section 6.1(d)
Exchange Note Funding Amount	Collateral Agency Agreement, Section 6.1(d)
Exchange Note Funding Date	Collateral Agency Agreement, Section 6.1(d)
Exchange Note Interest Amount	Appendix A, Page 15
Exchange Note Interest Rate	Appendix A, Page 15
Exchange Note Issuance Date	Collateral Agency Agreement, Section 6.3(c)(i)
Exchange Note Principal Payment Amount	Appendix A, Page 15
Exchange Note Reallocation Date	Collateral Agency Agreement, Section 6.2(b)(ii)
Exchange Note Redemption Date	Appendix A, Page 15
Exchange Note Redemption Price	Appendix A, Page 15
Exchange Note Register	Collateral Agency Agreement, Section 6.5(a)

iii

Exchange Note Registrar	Collateral Agency Agreement, Section 6.5(a)
Exchange Note Supplement	Collateral Agency Agreement, Section 6.1(e)
Exchange Noteholder	Appendix A, Page 15
Existing Back-Up Security Agreement	Collateral Agency Agreement, Recitals
Existing Collateral Documents	Collateral Agency Agreement, Recitals
Extension Fee	Appendix A, Page 15
F
Facility Default	Appendix A, Page 15
Facility Limit	Appendix A, Page 15
Facility Servicer Event of Default	Appendix A, Page 15
Federal Funds Rate	Appendix A, Page 15
Fees	Appendix A, Page 15
FICO Score	Appendix A, Page 15
Filing Collateral	Appendix A, Page 15
Final Scheduled Payment Date	Appendix A, Page 15
Financial Officer	Appendix A, Page 15
Fiscal Quarter	Appendix A, Page 15
Fiscal Year	Appendix A, Page 15
Fitch	Appendix A, Page 15
Force Majeure	Appendix A, Page 15
G
GAAP	Appendix A, Page 15
Governmental Authorities	Appendix A, Page 16
Governmental Authority	Appendix A, Page 15
Grant	Appendix A, Page 15
H
Hedge Contract	Appendix A, Page 15
Holder	Appendix A, Page 15
Holding Company	Appendix A, Page 15
I
Implicit Rate	Appendix A, Page 15
Indebtedness	Appendix A, Page 15
Indemnified Person	Appendix A, Page 15
Independent	Appendix A, Page 15
Information Recipients	Collateral Agency Agreement, Section 11.8(a)
Initial Beneficiary	Appendix A, Page 15
Initial Beneficiary Advance	Collateral Agency Agreement, Section 6.1(d)
Initial Beneficiary Advance Amount	Collateral Agency Agreement, Section 6.1(d)
Initial Beneficiary Advance Date	Collateral Agency Agreement, Section 6.1(d)
Initial Beneficiary Advance Notice	Collateral Agency Agreement, Section 6.1(d)
Initial Beneficiary Purchase	Collateral Agency Agreement, Section 6.1(a)
Initial Beneficiary Purchase Date	Collateral Agency Agreement, Section 6.1(a)
Initial Beneficiary Purchase Notice	Collateral Agency Agreement, Section 6.1(a)
Initial Beneficiary Purchase Price	Collateral Agency Agreement, Section 6.1(a)
Insurance Expenses	Appendix A, Page 15
Insurance Policies	Appendix A, Page 15
Insurance Proceeds	Appendix A, Page 15
Intercreditor Agreement	Appendix A, Page 15
Interest Period	Appendix A, Page 15
Intermediary Funds	Appendix A, Page 15
Investment Company Act	Appendix A, Page 15
IRS	Appendix A, Page 15

iv

J
Joinder Agreement	Appendix A, Page 15
Joint Account	Appendix A, Page 15
Joint Account Agreement	Appendix A, Page 15
L
Lease Balance	Appendix A, Page 15
Lease Files	Appendix A, Page 15
Lease Funding Account	Appendix A, Page 15
Lease Funding Account Agreement	Appendix A, Page 15
Lease Funding Account Bank	Appendix A, Page 15
Lease Number	Appendix A, Page 15
Lien	Appendix A, Page 15
Liquidation Expenses	Appendix A, Page 15
Liquidation Proceeds	Appendix A, Page 15
Liquidity Agent	Appendix A, Page 15
Liquidity Agreement	Appendix A, Page 15
Liquidity Bank	Appendix A, Page 15
M
Master Exchange Agreement	Appendix A, Page 15
Material Adverse Effect	Appendix A, Page 15
Maturity Date	Appendix A, Page 15
Merger	Appendix A, Page 15, Collateral Agency Agreement, Recitals
Merger Agreement	Appendix A, Page 15
Month End Date	Appendix A, Page 15
Monthly Reporting Date	Appendix A, Page 15
Moody’s	Appendix A, Page 15
N
Net Credit Losses	Appendix A, Page 15
Net Investment Value	Appendix A, Page 15
Net Liquidation Proceeds	Appendix A, Page 15
Notice Requirements	Appendix A, Page 15
O
Obligation	Appendix A, Page 15
Obligor	Appendix A, Page 15
Officer’s Certificate	Appendix A, Page 15
One-Month LIBOR	Appendix A, Page 15
Open-End Collateral Specification Notice	Appendix A, Page 15
Open-End Collateral Specified Interest	Appendix A, Page 15
Opinion of Counsel	Appendix A, Page 22, Appendix A, Page 15
Other Assets	Collateral Agency Agreement, Section 10.7(b)(ii)
Other Liabilities	Collateral Agency Agreement, Section 10.7(c)
Other Proceeds	Appendix A, Page 15
Outstanding	Appendix A, Page 15
Outstanding Principal Balance	Appendix A, Page 15
P
Payment Ahead	Appendix A, Page 15
Payment Date	Appendix A, Page 15
Payment Information	Appendix A, Page 15
Payoff Concession Vehicle	Appendix A, Page 15
Percentage	Appendix A, Page 15

v

Performance Guarantor	Appendix A, Page 15
Performance Guaranty	Appendix A, Page 15
Permitted Investments	Appendix A, Page 15
Permitted Lien	Appendix A, Page 15
Permitted Variance	Appendix A, Page 15
Person	Appendix A, Page 15
Plan	Appendix A, Page 15
Posted	Appendix A, Page 15
Posted Date	Appendix A, Page 15
Prepayment	Appendix A, Page 15
Prior Borrower	Collateral Agency Agreement, Recitals
Prior Collateral Agency Agreement	Collateral Agency Agreement, Recitals
Prior Receivables Financing Agreements	Collateral Agency Agreement, Recitals
Prior Security Agreement	Collateral Agency Agreement, Recitals
Prior Security Interests	Collateral Agency Agreement, Recitals
Prior Warehouse Collateral Agent	Collateral Agency Agreement, Recitals
Prior Warehouse Facilities	Collateral Agency Agreement, Recitals
Prior Warehouse Parties	Collateral Agency Agreement, Recitals
Pro Rata Share	Appendix A, Page 15
Proceeding	Appendix A, Page 15
Protected Purchaser	Collateral Agency Agreement, Section 6.6(a)
Q
QI Administrator	Appendix A, Page 15
Qualified Institution	Appendix A, Page 15
Qualified Intermediary	Appendix A, Page 15
Qualified Trust Institution	Appendix A, Page 15
Qualifying Hedge Contract	Appendix A, Page 15
Qualifying Swap Contract	Appendix A, Page 15
R
Rating Agencies	Appendix A, Page 15
Rating Agency	Appendix A, Page 26
Receipt	Appendix A, Page 15
Receipt Date	Appendix A, Page 15
Receivable	Appendix A, Page 15
Receivables Financing Agreement	Appendix A, Page 15
Receivables Financing Agreements	Appendix A, Page 26
Received	Appendix A, Page 26
Reference Pool	Collateral Agency Agreement, Section 6.2(a)
Reference Pool Reallocation Notice	Collateral Agency Agreement, Section 6.2(b)
Reference Pool Servicing Fee	Appendix A, Page 15
Registered Pledgee	Appendix A, Page 15
Regulation D	Appendix A, Page 15
Regulatory Change	Appendix A, Page 15
Released Intermediary Funds	Appendix A, Page 15
Relevant Entities	Appendix A, Page 15
Relevant Entity	Appendix A, Page 27
Relinquished Vehicle	Appendix A, Page 15
Relinquished Vehicle Proceeds	Appendix A, Page 15
Replacement Vehicle	Appendix A, Page 15
Replacement Vehicle Purchase Price	Appendix A, Page 15
Required Lease Funding Account Balance	Appendix A, Page 15
Required Remittance Date	Appendix A, Page 15
Required Secured Parties	Appendix A, Page 15
Required Warehouse Lenders	Appendix A, Page 15
Restricted Pool	Appendix A, Page 15
Restricted Pool Condition	Appendix A, Page 15
Restricted Pool Condition Failure Notice	Collateral Agency Agreement, Section 8.15
Return Date	Appendix A, Page 15

vi

Returned Vehicle	Appendix A, Page 15
Returned Vehicle Disposition	Appendix A, Page 15
Revolving Lender	Appendix A, Page 15
Revolving Lenders	Appendix A, Page 15
Revolving Pool	Appendix A, Page 15
Revolving Pool Asset	Appendix A, Page 15
Revolving Pool Collected Amounts	Appendix A, Page 15
Revolving Pool Collections	Appendix A, Page 15
Revolving Pool Excess Funds	Appendix A, Page 15
Revolving Pool Share	Appendix A, Page 15
Revolving Warehouse Facilities	Appendix A, Page 15
Revolving Warehouse Facility	Appendix A, Page 15
Revolving Warehouse Facility Agent	Appendix A, Page 15
RV Adjustment Funds	Appendix A, Page 30
S
S&P	Appendix A, Page 15
Schedule of Leases and Vehicles	Appendix A, Page 15
Scheduled Commitment Termination Date	Appendix A, Page 15
Scheduled Payment	Appendix A, Page 15
Secured Parties	Appendix A, Page 15
Secured Party	Appendix A, Page 15
Securities Act	Appendix A, Page 15
Securities Intermediary	Appendix A, Page 19
Security Agreement	1, Appendix A, Page 15
Security Deposit	Appendix A, Page 15
Series	Appendix A, Page 15
Servicer Event of Default	Appendix A, Page 15
Servicing Fee	Appendix A, Page 15
Servicing Fee Rate	Appendix A, Page 15
Specification Notice	Appendix A, Page 15
Specified Asset Titling Trust Administrator Fee	Appendix A, Page 15
Specified Assets	Appendix A, Page 15
Specified Interest	Appendix A, Page 15
Specified Parameters	Appendix A, Page 15
Standard & Poor’s	Appendix A, Page 15
State	Appendix A, Page 15
Stated Maturity Date	Appendix A, Page 15
Subordinated Interest	Appendix A, Page 35
Subsidiaries	Appendix A, Page 31
Subsidiary	Appendix A, Page 15
T
Tangible Net Worth	Appendix A, Page 15
Titling Trust	Appendix A, Page 15
Titling Trust Administrator	Appendix A, Page 15
Titling Trust Administrator Fee	Appendix A, Page 15
Titling Trust Agreement	Appendix A, Page 15
Titling Trust Assets	Appendix A, Page 15
Titling Trust Debt	Appendix A, Page 15
Titling Trust Lease	Appendix A, Page 15
Titling Trust Vehicle	Appendix A, Page 15
Titling Trustee	Appendix A, Page 15
Titling Trustee Agent	Appendix A, Page 15
Titling Trustee Fee	Appendix A, Page 15
Transfer	Collateral Agency Agreement, Section 6.5(f)(iv)
Treasury Regulations	Appendix A, Page 15
Trustee	Appendix A, Page 15
Trust-Related Obligations	Appendix A, Page 15
Turn-in Ratio	Appendix A, Page 15

vii

U
U.S. Bank	Appendix A, Page 15
U.S. Bank Trust	Appendix A, Page 15
UCC	Appendix A, Page 15
Undertaking	Appendix A, Page 15
Unmatured Warehouse Facility Termination Event	Appendix A, Page 15
Unpaid Titling Trust Debt	Appendix A, Page 15
UTI	Collateral Agency Agreement, Recitals
V
VT Inc.	Appendix A, Page 15
W
Warehouse Facilities	Appendix A, Page 15
Warehouse Facility	Appendix A, Page 15
Warehouse Facility Agent	Appendix A, Page 15, Appendix A, Page 15
Warehouse Facility Allocation Percentage	Appendix A, Page 15
Warehouse Facility Lender	Appendix A, Page 15
Warehouse Facility Lender Percentage	Appendix A, Page 15
Warehouse Facility Lenders	Appendix A, Page 15
Warehouse Facility Note	Appendix A, Page 15
Warehouse Facility Pool	Appendix A, Page 15
Warehouse Facility Pool Servicing Fee	Appendix A, Page 15
Warehouse Facility Secured Parties	Appendix A, Page , Appendix A, Page , Appendix A, Page
Warehouse Facility Secured Party	Appendix A, Page 15, Appendix A, Page 15, Appendix A, Page 15
Warehouse Facility Servicer Defaults	Appendix A, Page 15
Warehouse Facility Termination Event	Appendix A, Page 15
Warehouse Pool Reallocation Date	Collateral Agency Agreement, Section 6.2(e)
Warehouse Pool Reallocation Notice	Collateral Agency Agreement, Section 6.2(e)
Wind-Down Borrowing Base	Appendix A, Page 15
Wind-Down Date	Appendix A, Page 15
Wind-Down Event	Appendix A, Page 15
Wind-Down Lender	Appendix A, Page 15
Wind-Down Lenders	Appendix A, Page 15
Wind-Down Payment Date	Appendix A, Page 15
Wind-Down Period	Appendix A, Page 15
Wind-Down Pool	Appendix A, Page 15
Wind-Down Pool Asset	Appendix A, Page 15
Wind-Down Pool Collected Amounts	Appendix A, Page 15
Wind-Down Pool Collections	Appendix A, Page 15
Wind-Down Pool Delay Period	Appendix A, Page 15
Wind-Down Pool Share	Appendix A, Page 15
Wind-Down Warehouse Facilities	Appendix A, Page 15
Wind-Down Warehouse Facility	Appendix A, Page 15
WOLT	Appendix A, Page 15
World Omni	1, Appendix A, Page 15

viii

FOURTH AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of December    , 2009, (this “Collateral Agency Agreement”), among:

(A) WORLD OMNI LT, a Delaware statutory trust (“WOLT”), as Borrower;

(B) AUTO LEASE FINANCE LLC, a Delaware limited liability company (“ALF LLC”), as Initial Beneficiary;

(C) AL HOLDING CORP., a Delaware corporation (“ALHC”), as Closed-End Collateral Agent on behalf of each of the Secured Parties;

(D) BANK OF AMERICA, N.A., as Deal Agent on behalf of the Warehouse Facility Lenders and the Warehouse Facility Agents;

(E) U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Closed-End Administrative Agent; and

(G) THE OTHER SECURED PARTIES identified as such on the signature pages to this Collateral Agency Agreement, or that may become party to this Collateral Agency Agreement as Secured Parties pursuant to a Collateral Agency Accession Agreement.

BACKGROUND

1. PRIOR WAREHOUSE FACILITIES. Pursuant to two separate Receivables Financing Agreements (together, the “Prior Receivables Financing Agreements”), Auto Lease Finance L.P., a Delaware limited partnership (“ALF LP”), as borrower, entered into revolving warehouse financing arrangements (the “Prior Warehouse Facilities”) with Bank of America, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and various lenders, administrators and agents (collectively, the “Prior Warehouse Parties”), pursuant to which certain specified lenders agreed to make advances to ALF LP from time to time.

2. COLLATERAL FOR THE PRIOR WAREHOUSE FACILITIES. As of September 10, 2004, in connection with the Prior Warehouse Facilities:

(A) ALF LP, as borrower (the “Prior Borrower”), Bank of America, N.A., as collateral agent on behalf of the Prior Warehouse Parties (the “Prior Warehouse Collateral Agent”), and certain within-named “Secured Parties” entered into the Second Amended and Restated Collateral Agency Agreement (the “Prior Collateral Agency Agreement”);

(B) the Prior Borrower and the Prior Warehouse Collateral Agent entered into the Second Amended and Restated Pledge and Security Agreement (the “Prior Security Agreement”); and

(C) World Omni Financial Corp. (“World Omni”), ALF LP, VT Inc., as trustee (the “Alabama Trustee”) of World Omni LT, an Alabama trust (the “Alabama Trust”), and the Prior Warehouse Collateral Agent entered into the Amended and Restated Backup Security Agreement (the “Prior Back-Up Security Agreement” and, together with the Existing Collateral Agency Agreement and the Existing Security Agreement, the “Prior Collateral Documents”).

Under the Prior Collateral Documents, among other things, the Prior Warehouse Collateral Agent was granted a security interest by (i) ALF LP in the certificate (the “Alabama UTI Certificate”) representing the entire beneficial interest in the “Undivided Trust Interest” (the “UTI”) of the Alabama Trust and (ii) each of World Omni, ALF LP and WOLT in certain assets, including motor vehicle leases and related leased vehicles from time to time allocated to the UTI (the security interests described in the foregoing clauses (i) and (ii), collectively, the “Prior Security Interests”). The Prior Security Interests were granted to secure ALF LP’s obligations as borrower under the Prior Warehouse Facilities.

3. TITLING TRUST MIGRATION. Each of the following occurred simultaneously on July 16, 2008 (the “Migration Date”):

(A) Titling Trust Merger. The Alabama Trust merged with and into WOLT with WOLT surviving (the “Merger”) pursuant to the Merger Agreement. In connection with the Merger, ALF LP delivered the Alabama UTI Certificate to the trustee of the Alabama Trust for cancellation. In consideration for ALF LP’s delivery of the Alabama UTI Certificate, WOLT issued to ALF LP the “Closed-End Certificate,” representing the entire beneficial interest in the series of WOLT designated as the “Closed-End Collateral Specified Interest.”

(B) Novation of Borrower Rights and Obligations by ALF LP to WOLT. Pursuant to the Novation Agreement, dated as of July 16, 2008 (the “Borrower Novation Agreement”), ALF LP transferred to WOLT, by novation (such transfer, the “Borrower Novation”), all of ALF LP’s rights and obligations, as the “Borrower” and otherwise, under and in connection with the Prior Warehouse Facilities, including all of ALF LP’s rights and obligations under the Prior Collateral Agency Agreement and the Prior Security Agreement. The Borrower Novation also contains an acknowledgment by WOLT of the continued existence of the Prior Security Interests, as such security interests may be released or otherwise modified in the manner described below.

(C) Contribution of World Omni’s partnership interest in ALF LP to ALF LLC. World Omni, as owner of 99.9% of the limited partnership interest in ALF LP and the sole limited partner of ALF LP, contributed all of its right, title and interest in ALF LP to Auto Lease Finance LLC (“ALF LLC”) pursuant to a contribution agreement.

(D) Dissolution of ALF LP. ALF LP was dissolved and ALF LLC thereby succeeded to the ownership of all of the property of ALF LP, including ALF LP’s ownership interest in WOLT.

(E) Assignment of Collateral Agent Rights by Bank of America to ALHC. Pursuant to the Collateral Agent Assignment Agreement, dated as of July 16, 2008 (the “Collateral Agent Assignment Agreement”), between Bank of America, as assignor, and ALHC, as assignee, the Prior Warehouse Collateral Agent assigned to the Closed-End Collateral Agent certain of the property and rights held by the Prior Warehouse Collateral Agent under the Prior Collateral Documents. Any remaining rights and obligations of the Prior Warehouse Collateral Agent continued to inure to Bank of America following such assignment in its capacity as the Deal Agent under the Third Amended and Restated Collateral Agency Agreement dated as of July 16, 2008 (as amended from time to time prior to the date hereof, the “Existing Collateral Agency Agreement”) and the other Basic Documents (as such rights and obligations may be modified therein).

2

(F) Modification of Prior Security Interests. Pursuant to the Security Agreement (described below):

(i) the Prior Warehouse Collateral Agent released (A) the security interest granted by ALF LP under the Prior Security Agreement (including the Prior Warehouse Collateral Agent’s security interest in the Alabama UTI Certificate) and (B) the security interests granted by World Omni and ALF LP under the Prior Back-Up Security Agreement; and

(ii) WOLT, as Borrower, granted to ALHC, as Closed-End Collateral Agent, a security interest in all Closed-End Leases and Closed-End Vehicles allocated to the Closed-End Collateral Specified Interest, together with certain related rights and assets, to secure the Borrower’s obligations under the Warehouse Facilities and certain other Secured Obligations.

(G) Amendment and Restatement of Existing Documents; Other Documents. In order to, among other things, further evidence the foregoing transactions and intentions, the parties amended and restated the Prior Collateral Documents and the Prior Receivables Financing Agreements, and entered into certain other agreements.

4. CLOSED-END EXCHANGE NOTES. On November 12, 2009, ALF LLC purchased from the lenders under the Prior Warehouse Facilities all of the outstanding Advances made by such lenders thereunder. Concurrently therewith, ALF LLC made an advance to WOLT. In consideration for such advance and for the transfer to WOLT of the acquired Advances, WOLT issued to ALF LLC a Closed-End Exchange Note backed by assets allocated to a Reference Pool. It is intended that (A) ALF LLC will have the right, subject to certain conditions and limitations set forth herein, (i) to purchase from the Warehouse Facility Lenders ratable portions of the Advances made by such lenders under the respective Warehouse Facilities and (ii) to make Initial Beneficiary Advances to the Borrower and (B) in connection with any such purchase or Initial Beneficiary Advance, ALF LLC will have the right to exchange the acquired Advances and/or Initial Beneficiary Advances for Closed-End Exchange Notes issued by the Titling Trust and backed primarily by assets designated (subject to certain conditions) by ALF LLC and allocated to a separate Reference Pool.

5. Following the purchase of the outstanding Advances made under the Prior Warehouse Facilities, the Prior Warehouse Facility Parties terminated the Prior Receivables Financing Agreements effective as of November 12, 2009. WOLT, as Borrower, ALF LLC, as Initial Beneficiary, and World Omni, as Closed-End Servicer, intend to establish new Warehouse Facilities pursuant to new Receivables Financing Agreements to be entered into on and after the date hereof.

6. PURPOSE OF THE COLLATERAL DOCUMENTS. The Collateral Documents are intended to secure the Borrower’s obligations under the Warehouse Facilities, the Closed-End Exchange Notes and certain other Secured Obligations, and this Collateral Agency Agreement is intended to provide a mechanism for the enforcement of the rights of the Closed-End Collateral Agent under the Collateral Documents and the performance of the incidental actions.

7. AMENDMENT. The parties hereto now wish to amend and restate the Existing Collateral Agency Agreement in its entirety as provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Existing Collateral Agency Agreement is hereby amended and restated to read in its entirety as set forth herein.

3

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1 Usage and Definitions.

Capitalized terms used but not otherwise defined in this Collateral Agency Agreement or in Appendix 1 to any Exchange Note Supplement delivered pursuant to this Collateral Agency Agreement have the meanings assigned to such terms under Appendix A to this Collateral Agency Agreement. Appendix A also contains rules as to usage that are applicable to this Collateral Agency Agreement.

ARTICLE II

AGREEMENTS WITH THE DEAL AGENT AND THE CLOSED-END COLLATERAL AGENT

Section 2.1 Collateral Documents and Warehouse Facilities.

(a) On or prior to the Closing Date:

(i) The Borrower and the Closed-End Collateral Agent shall have executed and delivered the security agreement;

(ii) The Borrower shall deliver to the Closed-End Collateral Agent, the Deal Agent, each Warehouse Facility Lender and each Warehouse Facility Agent a true and complete copy of the Receivables Financing Agreement relating to each Warehouse Facility in effect on the Closing Date; and

(iii) The Closed-End Collateral Agent, the Deal Agent, each Warehouse Facility Lender and each Warehouse Facility Agent shall acknowledge receipt of the Receivables Financing Agreements delivered pursuant to clause (ii), above.

(b) From time to time after the Closing Date, the Borrower may, by notice to the Closed-End Collateral Agent and the Deal Agent, designate Additional Warehouse Facilities, and upon such designation, the Warehouse Facility Lenders thereunder shall become Warehouse Facility Secured Parties entitled to the ratable benefits afforded to the Warehouse Facility Lenders under this Collateral Agency Agreement; provided, however, that, no such designation shall be effective until such time as the Warehouse Facility Secured Parties under the prospective Additional Warehouse Facility, the Closed-End Collateral Agent, the Deal Agent and the Borrower execute an accession agreement in substantially the form set forth in Exhibit A (each, a “Collateral Agency Accession Agreement”) and deliver executed counterparts thereof to the Closed-End Collateral Agent, the Deal Agent and each other Warehouse Facility Secured Party; and provided, further, however, that, no such designation shall be effective:

(i) unless each Warehouse Facility Secured Party shall have received, at least five Business Days prior to the execution of the applicable Collateral Agency Accession Agreement:

(1) notice of the proposed Additional Warehouse Facility; and

4

(2) a pro forma Borrowing Base Certificate demonstrating that, immediately after giving effect to the borrowing of all amounts to be borrowed as of the date of such designation pursuant to such Additional Warehouse Facility and to the application of such funds, and to such designation, the Aggregate Loan Amount would not exceed the maximum amount permitted by any then-outstanding Warehouse Facility;

(ii) if any Warehouse Facility Secured Party shall have notified the Deal Agent and Borrower prior to the end of such five Business Day period that such designation would contravene the provisions of any then-existing Warehouse Facility; or

(iii) if, prior to delivery of the notice of such designation, any Default Notice shall have been delivered to the Closed-End Collateral Agent and shall not have been rescinded.

By executing and delivering any Collateral Agency Accession Agreement, the Borrower will be deemed to have represented and warranted to the Closed-End Collateral Agent and each existing Warehouse Facility Secured Party that the conditions described above are satisfied in connection with the additional Advances that are the subject of such Collateral Agency Accession Agreement.

(c) The Borrower agrees to deliver to the Closed-End Collateral Agent, the Deal Agent and each Warehouse Facility Lender (or the applicable Warehouse Facility Agent on its behalf) and each Warehouse Facility Agent, promptly upon the execution thereof:

(i) a copy of the Receivables Financing Agreement relating to each Warehouse Facility; and

(ii) all amendments, modifications or supplements to any of the Collateral Documents or the Receivables Financing Agreements (including Receivables Financing Agreements relating to any Additional Warehouse Facilities).

Section 2.2 Information to Warehouse Facility Secured Parties.

The Borrower and/or each Warehouse Facility Secured Party (or the Deal Agent on its behalf) shall deliver to the Closed-End Collateral Agent from time to time, upon reasonable request of the Closed-End Administrative Agent or the Closed-End Collateral Agent to the Borrower or such Warehouse Facility Secured Party, an Officer’s Certificate, setting forth for each Warehouse Facility to which the Borrower and such Secured Party are parties:

(i) the aggregate principal amount of the Advances outstanding thereunder;

5

(ii) the accrued and unpaid interest thereunder (and the portion thereof which constitutes Subordinated Interest);

(iii) the accrued and unpaid facility, non-use and commitment fees thereunder, if any;

(iv) any other amounts outstanding thereunder; and

(v) such other non-confidential information regarding such Warehouse Facility as the Closed-End Administrative Agent or the Closed-End Collateral Agent may reasonably request.

Unless otherwise specified in this Collateral Agency Agreement and unless otherwise specified by such Warehouse Facility Secured Party, the Closed-End Administrative Agent or the Closed-End Collateral Agent each may for all purposes of this Collateral Agency Agreement rely on such Officer’s Certificates delivered by the Borrower or such Secured Party (or the Deal Agent on its behalf) unless the Closed-End Collateral Agent or the Closed-End Administrative Agent shall have actual knowledge of an inaccuracy and may request an Officer’s Certificate as a condition to taking any action at the direction of the Required Secured Parties.

Section 2.3 Compensation and Expenses.

(a) Closed-End Collateral Agent. The Borrower, or the Titling Trust Administrator on behalf of the Borrower, will pay the Closed-End Collateral Agent, any successor Closed-End Collateral Agent, co-Closed-End Collateral Agent or separate Closed-End Collateral Agent appointed hereunder, from time to time, as compensation for its services under this Collateral Agency Agreement, such fees as have been separately agreed upon from time to time between the Borrower and the Closed-End Collateral Agent, any successor Closed-End Collateral Agent, co-Closed-End Collateral Agent or separate Closed-End Collateral Agent appointed hereunder, from time to time, as applicable. The Borrower, or the Titling Trust Administrator on behalf of the Borrower, will reimburse the Closed-End Collateral Agent, any successor Closed-End Collateral Agent, co-Closed-End Collateral Agent or separate Closed-End Collateral Agent appointed hereunder, from time to time for all reasonable out-of-pocket expenses incurred by such party, including costs of collection and the reasonable compensation, expenses and disbursements of its agents, counsel and accountants, but excluding any expenses incurred by the Closed-End Collateral Agent, any successor Closed-End Collateral Agent, co-Closed-End Collateral Agent or separate Closed-End Collateral Agent appointed hereunder, from time to time through its own willful misconduct, negligence or bad faith. The obligations of the Borrower to the Closed-End Collateral Agent pursuant to this Section 2.3(a) will survive the termination of this Collateral Agency Agreement. Any expenses incurred by the Closed-End Collateral Agent after the occurrence of an Event of Bankruptcy are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law.

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(b) Closed-End Administrative Agent. The Borrower, or the Titling Trust Administrator on behalf of the Borrower, will pay the Closed-End Administrative Agent, as compensation for its services under this Collateral Agency Agreement, such fees as have been separately agreed upon from time to time between the Borrower and the Closed-End Administrative Agent. The Borrower, or the Titling Trust Administrator on behalf of the Borrower, will reimburse the Closed-End Administrative Agent from time to time for all reasonable out-of-pocket expenses incurred by the Closed-End Administrative Agent, including costs of collection and the reasonable compensation, expenses and disbursements of its agents, counsel and accountants, but excluding any expenses incurred by the Closed-End Administrative Agent through its own willful misconduct, negligence or bad faith. The obligations of the Borrower to the Closed-End Collateral Agent pursuant to this Section 2.3(b) will survive the termination of this Collateral Agency Agreement. Any expenses incurred by the Closed-End Administrative Agent after the occurrence of an Event of Bankruptcy are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law.

(c) Deal Agent. The Borrower, or the Titling Trust Administrator on behalf of the Borrower, shall pay to the Deal Agent and any successor Deal Agent appointed hereunder, from time to time, within ten days after demand, (i) reasonable compensation for its services hereunder and under the Collateral Documents and for administering the Collateral and (ii) all reasonable fees and out-of-pocket expenses of the Deal Agent or any such successor Deal Agent (including the reasonable fees and disbursements of its counsel and such special counsel as the Deal Agent elects to retain), (A) arising in connection with the preparation, execution, delivery, modification and/or termination of this Collateral Agency Agreement and each Collateral Document and/or the enforcement of any of the provisions hereof or thereof or (B) incurred in connection with the administration of the Collateral, the sale or other disposition of Collateral pursuant to any Collateral Document and/or the preservation, protection or defense of the Deal Agent’s, or any such successor Deal Agent’s, rights under the Collateral Documents, this Collateral Agency Agreement and in and to the Collateral.

Section 2.4 Stamp and Other Similar Taxes.

The Borrower shall indemnify and hold harmless the Closed-End Collateral Agent, the Deal Agent and each Secured Party from any present or future claim for liability for any stamp or other similar tax, and any penalties or interest with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with this Collateral Agency Agreement, any Collateral Document or any Collateral.

Section 2.5 Filing Fees, Excise Taxes, Etc.

The Borrower (or the Titling Trust Administrator, on behalf of the Borrower, to the extent permitted under the Titling Trust Agreement) shall pay, or reimburse the Closed-End Collateral Agent, the Deal Agent and each Secured Party for any and all amounts in respect of, all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of this

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Collateral Agency Agreement and/or any Collateral Document. For the avoidance of doubt, notwithstanding the immediately preceding sentence, and without limiting the generality of any other provision in this Collateral Agency Agreement or any other Basic Document that limits the recourse of the Titling Trustee or the Delaware Trustee with respect to the obligations of the Borrower, neither the Titling Trustee nor the Delaware Trustee shall be responsible for the payment (or for making any arrangements with respect to the payment) on behalf of the Borrower, of any fees or other amounts pursuant to this Section 2.5.

Section 2.6 Indemnification of Deal Agent and Warehouse Facility Secured Parties.

(a) The Borrower shall pay, and indemnify and hold the Closed-End Collateral Agent, the Closed-End Administrative Agent, Deal Agent, each Warehouse Facility Secured Party, each agent, affiliate or employee of any of the foregoing and each director and officer of the Closed-End Administrative Agent (all of the foregoing, collectively, the “CAA Indemnified Parties” and each a “CAA Indemnified Party”) harmless from and against, any and all liabilities, obligations, losses, damages, claims, costs or expenses (collectively, “CAA Liabilities”) of any kind or nature whatsoever that may at any time be imposed on, incurred by, or asserted against, any CAA Indemnified Party in any way relating to or arising out of the execution, delivery, enforcement, performance and/or administration of this Collateral Agency Agreement (including under Section 3.1, in the case of any Warehouse Facility Secured Party), including reasonable attorneys’ fees and expenses; provided, however, that, the Borrower shall not be liable for the payment of any portion of the CAA Liabilities of any CAA Indemnified Party or that are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the gross negligence or willful misconduct of the Person seeking indemnity.

(b) In any suit, proceeding or action brought by the Closed-End Collateral Agent or the Closed-End Administrative Agent under or with respect to the Collateral Documents for any sum owing thereunder or to enforce any provisions thereof, Borrower shall indemnify and hold the Closed-End Collateral Agent, the Closed-End Administrative Agent and each Warehouse Facility Secured Party harmless from and against all CAA Liabilities suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the obligee thereunder (unless such expense, loss or damage is caused by the gross negligence or willful misconduct of the Closed-End Collateral Agent or any Warehouse Facility Secured Party), arising out of a breach by Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligee or its successors from Borrower, and all such obligations of Borrower shall be and remain enforceable against and only against Borrower and shall not be enforceable against the Closed-End Collateral Agent or any Warehouse Facility Secured Party.

Section 2.7 Further Assurances.

At any time and from time to time, upon the written request of the Closed-End Collateral Agent or the Deal Agent and at the expense of the Borrower, the Borrower shall promptly execute and deliver any and all such further instruments and documents and take such further action as the Closed-End Collateral Agent, the Deal Agent or the Required Secured Parties reasonably deem necessary or desirable in obtaining the full benefits of this Collateral Agency Agreement and the Collateral Documents and the rights and powers herein and therein granted, including the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the security interests granted by the

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Collateral Documents; provided, however, that, nothing in this Section 2.7 shall be deemed to impose any obligation on either the Closed-End Collateral Agent or the Deal Agent to take any discretionary action without first receiving the written direction of the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) and without first being reasonably satisfied that it is or will be duly indemnified by the Borrower for any loss or damage caused by, or in connection with, the Closed-End Collateral Agent or the Deal Agent taking such action (except, as to the Deal Agent, in the case of any loss or damage caused by the Deal Agent’s own gross negligence or willful misconduct). The Borrower also hereby authorizes the Closed-End Collateral Agent and the Deal Agent to file any such financing or continuation statement, to the extent permitted by applicable law. In the event that the Closed-End Collateral Agent or the Deal Agent makes any such filing, such person agrees to advise the Borrower in writing of such filing.

Section 2.8 Direction to Closed-End Collateral Agent and Closed-End Administrative Agent.

(a) Unless otherwise provided in this Collateral Agency Agreement, from time to time the Required Secured Parties (or, if and to the extent, but solely to the extent, that the Required Secured Parties are comprised of Warehouse Facility Lenders, the Deal Agent on behalf of such Warehouse Facility Lenders) may (i) direct the Closed-End Collateral Agent or the Closed-End Administrative Agent to take any action or refrain from taking any action that the Closed-End Collateral Agent or the Closed-End Administrative Agent, as the case may be, is permitted to take under this Collateral Agency Agreement or under the Security Agreement. Any such direction from the Required Secured Parties (or, to the extent specified immediately preceding sentence, the Deal Agent on behalf of thereof) shall be evidenced by the delivery of a certificate signed by (or, in the case of a Warehouse Facility Secured Party, by the Deal Agent on behalf of) each of the Secured Parties comprising the Required Secured Parties to the Closed-End Collateral Agent or the Closed-End Administrative Agent, as the case may be (with copies to the other Warehouse Facility Secured Parties in the case of a direction provided by the Required Warehouse Lenders or the Deal Agent). Each such certificate shall contain (x) if applicable, a certification to the effect that the parties delivering such certificate constitute, collectively, the Required Secured Parties and (y) a reasonably detailed description of the action such Secured Parties are directing the Closed-End Collateral Agent or the Closed-End Administrative Agent, as the case may be, to take or refrain from taking. Any such certificate shall be delivered to the Closed-End Collateral Agent or the Closed-End Administrative Agent, as the case may be, and each of the other Persons entitled to receive such notice pursuant to the immediately preceding sentence, in each case reasonably in advance of (but, in no event, less than two Business Days prior to) the date on which the applicable action or inaction is sought.

(b) Direction may be given pursuant to this Section 2.8 to take one or more actions in preparation for a specified action to be taken under this Collateral Agency Agreement or under the Security Agreement, even though, at the time that such direction is given, the Closed-End Collateral Agent or the Closed-End Administrative Agent, as the case may be, is not yet entitled to take such specified action, so long as such direction is given in accordance with the procedures set forth in Section 2.8(a). Notwithstanding the foregoing, no direction may be given pursuant to this Section 2.8 (whether in preparation for another action or otherwise) if the action proposed to be taken would be prohibited, as of the date that such action is proposed to be taken, by the terms of this Collateral Agency Agreement, the Security Agreement or any other Basic Document to which the Person or Persons giving such instruction are party.

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Section 2.9 Audits of Collateral.

The Closed-End Servicer, the Borrower, the Closed-End Administrative Agent and the Closed-End Collateral Agent shall permit and facilitate audits of the Receivables and the related Closed-End Leases and Closed-End Vehicles, the Collateral and the Borrower by the Deal Agent or its respective designees (including certified public accountants or other auditors designated by the Closed-End Collateral Agent) at least once during any Fiscal Year and, if the Deal Agent shall request, a second time during any Fiscal Year and, during the pendency of a Warehouse Facility Termination Event or any Unmatured Warehouse Facility Termination Event of the types listed in clauses (a), (b), (e) or (g) of the definition thereof, of each Warehouse Facility as often as the Deal Agent shall request; provided, however, that:

(i) the Deal Agent shall consult with the Warehouse Facility Agents prior to undertaking any such audit and shall act in accordance with the written instructions of the Required Warehouse Lenders;

(ii) the Deal Agent shall provide to each Warehouse Facility Secured Party, any audit report prepared in connection with such audit (and shall provide access to any audit work papers prepared in connection therewith), subject to appropriate confidentiality undertakings by the Warehouse Facility Secured Parties with respect to such information; and

(iii) the Borrower shall only pay the expenses incurred by the Deal Agent in connection with one such audit during each Fiscal Year.

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ARTICLE III

THE DEAL AGENT

Section 3.1 Appointment.

(a) Each Warehouse Facility Secured Party hereby appoints Bank of America as the Deal Agent for the Warehouse Facility Secured Parties under and for purposes of this Collateral Agency Agreement, each Collateral Document and Section 4.5 of the Titling Trust Agreement and designates Bank of America, in its capacity as Deal Agent, as its “Representative Party” for purposes of Section 3.3 of the Intercreditor Agreement. Each Warehouse Facility Secured Party authorizes the Deal Agent to act on behalf of such Warehouse Facility Secured Party under this Collateral Agency Agreement, each Collateral Document and the Titling Trust Agreement, and, in the absence of other written instructions from the Required Warehouse Lenders received from time to time by the Deal Agent (with respect to which the Deal Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Deal Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. To facilitate the carrying out of the Closed-End Collateral Agent’s duties under this Collateral Agency Agreement, each Warehouse Facility Lender and Warehouse Facility Agent hereby appoints the Deal Agent as its agent and representative to act on its behalf in relation to the Closed-End Collateral Agent and the Closed-End Administrative Agent under this Collateral Agency Agreement, each Collateral Document and the Titling Trust Agreement. The Deal Agent hereby accepts such appointment. Each Warehouse Facility Lender hereby indemnifies (which indemnity shall survive any termination of this Collateral Agency Agreement, any Collateral Document or the Titling Trust Agreement) the Deal Agent and each of its employees and agents, pro rata according to such Warehouse Facility Lender’s Warehouse Facility Lender Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever that may at any time be imposed on, incurred by, or asserted against, the Deal Agent or any employee or agent thereof in any way relating to or arising out of the execution, delivery, enforcement, performance and/or administration of this Collateral Agency Agreement, including reasonable attorneys’ fees and expenses, and as to which the Deal Agent or such agent is not reimbursed by the Borrower; provided, however, that, no Warehouse Facility Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses of the Deal Agent or any agent thereof that are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the gross negligence or willful misconduct of the Person seeking indemnity. Each Warehouse Facility Lender agrees to make payment of such amounts upon demand. The Deal Agent shall not be required to take any action under this Collateral Agency Agreement, or to prosecute or defend any suit in respect of this Collateral Agency Agreement, unless it is indemnified under this Collateral Agency Agreement to its reasonable satisfaction. If any indemnity in favor of the Deal Agent shall be or become, in the Deal Agent’s reasonable determination, inadequate, the Deal Agent may call for additional indemnification from the Warehouse Facility Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

(b) Without limiting the foregoing, and, in addition to the other duties specifically assigned to the Deal Agent under this Collateral Agency Agreement, the Deal Agent agrees to, on behalf of each Warehouse Facility Secured Party, (i) receive the notices and other documents to be delivered by the Borrower in connection with the designation of an Additional Warehouse Facility pursuant to Section 2.1; (ii) deliver the Officer’s Certificate or other information required to be delivered to the Closed-End Collateral Agent pursuant to Section 2.2 to the extent that the Deal Agent receives the

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same from the Warehouse Facility Secured Parties; (iii) receive payments from the Closed-End Collateral Agent pursuant to Article X; (iv) deliver any Default Notices to the Closed-End Collateral Agent and/or the Closed-End Administrative Agent, as required pursuant to Article VIII; (v) receive notice of resignation from the Closed-End Collateral Agent or the Closed-End Administrative Agent, (vii) provide reasonable assistance to the other Secured Parties in appointing a replacement Closed-End Collateral Agent and/or replacement Closed-End Administrative Agent, pursuant to Section 4.7 and/or Section 8.6, respectively, and (ix) act on behalf of Warehouse Facility Secured Parties in delivering any consents of the Warehouse Facility Secured Parties that may be required under this Collateral Agency Agreement as a condition to the effectiveness of the resignation of the Closed-End Administrative Agent and the Closed-End Collateral Agent.

(c) Each Warehouse Facility Lender and each Warehouse Facility Agent acknowledges, confirms and agrees to the designation of, and hereby appoints, the Deal Agent as its “Designated Notice Recipient” for purposes of the Titling Trust Agreement, as set forth in Schedule C to such agreement.

Section 3.2 Representations.

The Deal Agent hereby represents and warrants that (i) it is a national banking association duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to enter into and perform its obligations under this Collateral Agency Agreement and each Collateral Document executed on or prior to the Closing Date, (ii) the execution, delivery and performance by it of this Collateral Agency Agreement has been duly authorized by all necessary corporate action on its part and (iii) this Collateral Agency Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Section 3.3 Exculpatory Provisions.

(a) The Deal Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained in this Collateral Agency Agreement, unless specifically made by the Deal Agent. The Deal Agent makes no representations as to the value or condition of the Collateral or any part thereof, or as to the title of the Borrower thereto or as to the security afforded by the Collateral Documents or this Collateral Agency Agreement, or as to the validity, execution (except its own execution), enforceability, priority, perfection, legality or sufficiency of this Collateral Agency Agreement, any Collateral Document or any other Basic Document, and the Deal Agent shall incur no liability or responsibility in respect of any such matters. The Deal Agent shall not be responsible for insuring the Collateral or for the payment of taxes, charges, assessments or liens upon the Collateral or for perfecting or maintaining the perfection of its security interest in the Collateral or otherwise as to the maintenance of the Collateral.

(b) The Deal Agent shall not be required to ascertain or inquire as to the performance by any Relevant Entity of any of the covenants or agreements contained in this Collateral Agency Agreement, in any Collateral Document or in any Receivables Financing Agreement.

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(c) The Deal Agent shall not be liable for any action taken or omitted to be taken by it in accordance with this Collateral Agency Agreement except for its own gross negligence or willful misconduct.

(d) Any reference herein to actual knowledge of the Deal Agent shall mean actual knowledge of an officer of the Deal Agent assigned to and working in its Global Structured Finance Unit or such other department as the Deal Agent may designate from time to time.

Section 3.4 Reliance by Deal Agent.

(a) Whenever in the administration of this Collateral Agency Agreement the Deal Agent shall deem it necessary or desirable that a matter with respect to the Borrower be proved or established in connection with the taking, suffering or omitting of any action hereunder by the Deal Agent, unless otherwise specifically provided in this Collateral Agency Agreement, such matter (unless other evidence in respect of such matter be specifically prescribed in this Collateral Agency Agreement) may be deemed to be conclusively provided or established by an Officer’s Certificate of the Borrower delivered to the Deal Agent (a copy of which Officer’s Certificate the Borrower shall deliver to each Warehouse Facility Secured Party), and such Officer’s Certificate may be conclusively relied upon by the Deal Agent and shall constitute a full warranty to the Deal Agent for any action taken, suffered or omitted in reliance thereon unless (i) the Deal Agent shall have actual knowledge of an inaccuracy therein or (ii) any Warehouse Facility Secured Party shall provide contrary information in writing to the Deal Agent with respect to such matter, in which case, unless such Warehouse Facility Secured Party and the Borrower can reach agreement on such issue within a period of ten Business Days from the time an Officer’s Certificate is submitted, the Deal Agent shall appoint an independent arbitrator (who shall be acceptable to the Borrower and such Warehouse Facility Secured Parties, and whose fees and/or expenses shall be paid by Borrower) to resolve the dispute; provided, however, that, the Deal Agent shall have no responsibility to take any action until such matter is resolved.

(b) The Deal Agent may consult with independent counsel, and any opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Deal Agent hereunder in accordance therewith unless the Deal Agent shall have actual knowledge of a reason to question the validity of such opinion. The Deal Agent shall have the right at any time to seek instructions from any court of competent jurisdiction concerning the exercise of any rights that the Deal Agent may be deemed to have with respect to the administration of the Collateral.

(c) The Deal Agent may rely and shall be fully protected in acting upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it believes in good faith to be genuine and to have been signed or presented by the proper party or parties or, in the case of cables, facsimiles and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Deal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Deal Agent.

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Section 3.5 Limitations on Duties of the Deal Agent.

(a) The Deal Agent undertakes to perform only the duties expressly set forth herein.

(b) The Deal Agent may exercise the rights and powers granted to it by this Collateral Agency Agreement and the Collateral Documents, together with such powers as are reasonably incidental thereto, but only pursuant to the terms of this Collateral Agency Agreement, and the Deal Agent shall not be liable with respect to any action taken or omitted by it in accordance with the direction of the Required Warehouse Lenders.

(c) Except as herein otherwise expressly provided, the Deal Agent shall not be under any obligation to take any action that is discretionary on the part of the Deal Agent under the provisions hereof or under any Collateral Document except upon the written request of the Required Secured Parties) pursuant to this Collateral Agency Agreement. The Deal Agent shall make available for inspection and copying by each Warehouse Facility Secured Party each certificate or other paper furnished to the Deal Agent by the Borrower or any Warehouse Facility Secured Party, under or in respect of this Collateral Agency Agreement, any Collateral Document or any of the Collateral.

(d) The Deal Agent shall not be liable for any error of judgment made in good faith by an officer thereof, unless it shall be proved that the Deal Agent was grossly negligent or engaged in willful misconduct in ascertaining the pertinent facts.

(e) Unless otherwise provided herein, the Deal Agent may execute any of its powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Deal Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

(f) The Deal Agent shall not be deemed to have notice of any event of default under any Warehouse Facility or Closed-End Exchange Note unless and until any Secured Party or the Borrower has given it written notice thereof.

Section 3.6 Resignation and Removal of Deal Agent.

(a) The Deal Agent may, at any time with or without cause by giving 60 days’ prior written notice to the Borrower, the Closed-End Servicer and the Warehouse Facility Secured Parties, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor Deal Agent by the affirmative vote of the Required Warehouse Lenders, with the consent of the Borrower (so long as no Warehouse Facility Termination Event has occurred and is continuing), which consent shall not be unreasonably withheld, delayed or conditioned, and the acceptance of such appointment by such successor Deal Agent. The Deal Agent may be removed at any time (with cause) and a successor Deal Agent appointed by the affirmative vote of the Required Warehouse Lenders, with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of the Borrower, which consent will not be unreasonably withheld, delayed or

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conditioned, provided, however, that, the Deal Agent shall be entitled to its reasonable fees and expenses to the date of removal. If no successor Deal Agent shall be appointed and approved within 60 days from the date of the giving of the aforesaid notice of resignation or within 60 days from the date of such vote for removal, the Deal Agent, the Borrower or any Warehouse Facility Secured Party may apply to any court of competent jurisdiction to appoint a successor Deal Agent to act until such time, if any, as a successor Deal Agent shall have been appointed as above provided. Any successor Deal Agent so appointed by such court shall immediately and without further act supersede any predecessor Deal Agent.

(b) If at any time the Deal Agent shall resign or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Deal Agent for any other cause, a successor Deal Agent shall be appointed by the Required Warehouse Lenders, with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of Borrower, which consent will not be unreasonably withheld, delayed or conditioned, and the powers, duties, authority and title of the predecessor Deal Agent shall be terminated and cancelled without procuring the resignation of such predecessor Deal Agent, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Deal Agent in writing, duly acknowledged, delivered to the predecessor Deal Agent and the Borrower and filed for record in each public office, if any, in which this Collateral Agency Agreement or any notice of the Deal Agent hereunder is required to be filed.

(c) The appointment and designation referred to in Section 3.6(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Collateral Agency Agreement shall vest in such successor Deal Agent, without any further act, deed or conveyance, all of the estate and title of its predecessors and upon such filing for record the successor Deal Agent shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessors; but any predecessor Deal Agent shall nevertheless, on payment of its charges and on the written request of the Required Warehouse Lenders, the Borrower or any successor Deal Agent empowered to act as such at the time any such request is made, execute and deliver an instrument without recourse or representation transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it in connection with the performance of its obligations as Deal Agent (or otherwise in connection with the Basic Documents) to such successor Deal Agent. Should any deed, conveyance or other instrument in writing from the Borrower be required by any successor Deal Agent for more fully and certainly vesting in such successor Deal Agent the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Deal Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Deal Agent, be executed, acknowledged and delivered by the Borrower.

(d) Any required filing for record of the instrument appointing a successor Deal Agent as hereinabove provided shall be at the expense of the Borrower. The resignation of any Deal Agent and the instrument or instruments removing any Deal Agent, together with all other instruments, deeds and conveyances provided for in this Section, shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Borrower, wherever this Collateral Agency Agreement is recorded, registered and filed.

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Section 3.7 Status of Successors to Deal Agent.

Every successor to the Deal Agent appointed pursuant to Section 3.6 shall be a bank or trust company in good standing and having power so to act and incorporated under the laws of the United States or any state thereof or the District of Columbia, and shall also have capital, surplus and undivided profits of not less than $500,000,000, if there be such an institution with such capital, surplus and undivided profits willing, qualified and able to accept the trust upon reasonable or customary terms.

Section 3.8 Merger of the Deal Agent.

Any entity into which the Deal Agent may be merged, or with which it may be converted or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Deal Agent shall be a party shall be the Deal Agent under this Collateral Agency Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Section 3.9 Additional Co-Deal Agent; Separate Deal Agent.

(a) One or more Persons may be appointed from time to time pursuant to this Section 3.9 either to act as a co-Deal Agent of all or any of the Collateral, jointly with the Deal Agent empowered to act as such at such time, or to act as a separate Deal Agent with respect to any Collateral, if at any time or times such an appointment shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, the Deal Agent shall be advised by counsel satisfactory to it that such an appointment is so necessary or prudent in the interest of the Warehouse Facility Secured Parties, the Required Warehouse Lenders shall in writing so request such an appointment, or the Deal Agent shall deem such an appointment desirable for its own protection in the performance, or convenient for the administration, of its duties hereunder. In the event such a co-Deal Agent or separate Deal Agent with respect to certain Collateral is to be appointed pursuant to this Section 3.9, such co-Deal Agent or such separate Deal Agent shall be appointed by the Required Warehouse Lenders with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that, any such Person shall meet the requirements of Section 3.7.

(b) Every separate Deal Agent and every co-Deal Agent shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred upon the Deal Agent in respect of the custody, control and management of money, papers or securities shall be exercised solely by the Deal Agent (i.e., the original Deal Agent or its successors appointed pursuant to Section 3.6);

(ii) all rights, powers, duties and obligations conferred or imposed upon the Deal Agent hereunder shall be conferred or imposed and exercised or performed by the Deal Agent and such separate Deal Agent or separate Deal Agents or co-Deal Agent or co-Deal Agents, jointly, as shall be provided in the instrument appointing such separate Deal Agent, separate Deal Agents, co-Deal Agent or co-Deal Agents, except to the extent that under any law

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of any jurisdiction in which any particular act or acts are to be performed the Deal Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate Deal Agent, separate Deal Agents, co-Deal Agent or co-Deal Agents;

(iii) no power given hereby to, or which it is provided hereby may be exercised by, any such co-Deal Agent, co-Deal Agents, separate Deal Agent or separate Deal Agents shall be exercised hereunder by such co-Deal Agent, co-Deal Agents, separate Deal Agent or separate Deal Agents, except jointly with, or with the consent in writing of, the Deal Agent, anything herein contained to the contrary notwithstanding;

(iv) no Deal Agent hereunder shall be personally liable by reason of any act or omission of any other Deal Agent hereunder; and

(v) the Required Warehouse Lenders and the Deal Agent, at any time, by an instrument in writing, may accept the resignation of or remove any separate Deal Agent or co-Deal Agent, and in that case, by an instrument in writing executed by the Required Secured Parties and the Deal Agent jointly with the consent of the Borrower, which consent will not be unreasonably withheld, delayed or conditioned, may appoint a successor to such separate Deal Agent or co-Deal Agent, as the case may be, anything herein contained to the contrary notwithstanding.

Section 3.10 Reasonable Care.

The Deal Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Deal Agent takes such action for that purpose as is requested by the Borrower in writing from time to time, provided that failure to take any such requested action shall not in itself be deemed to constitute a failure to exercise reasonable care.

Section 3.11 No Agency for Exchange Noteholders.

For avoidance of doubt, the Deal Agent will not constitute an agent for any Exchange Noteholder or other Closed-End EN Secured Party and, except as may be set forth elsewhere in this Collateral Agency Agreement or in any other Basic Document to which it is a party, the Deal Agent will have neither any right nor any obligation to act on behalf of any Exchange Noteholder or other Closed-End EN Secured Party (other than an obligation to act in accordance with this Collateral Agency Agreement and the other Basic Documents to which it is a party).

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ARTICLE IV

THE CLOSED-END COLLATERAL AGENT

Section 4.1 Appointment.

(a) The Secured Parties hereby appoint ALHC as Closed-End Collateral Agent under this Collateral Agency Agreement for the benefit of the Secured Parties. ALHC accepts such appointment pursuant to this Section 4.1(a) and agrees to perform the duties of the Closed-End Collateral Agent under this Collateral Agency Agreement.

(b) The Closed-End Collateral Agent will (in each case, subject to and in accordance with the provisions of this Collateral Agency Agreement and the other Basic Documents, including the provisions requiring release of such security interest under ARTICLE VI of the Security Agreement):

(i) hold a security interest in the Collateral for the benefit of the Secured Parties;

(ii) prepare, file, execute and deliver (in each case if and to the extent applicable) all supplements and amendments to this Collateral Agency Agreement and all financing statements, continuation statements, instruments of further assurance and other instruments, and take such other action necessary or advisable (including recording such financing statements or other instruments in a public filing office) to:

(1) maintain or preserve the security interest (and the priority of such security interest) granted to it under Section 2.1 of the Security Agreement;

(2) perfect, publish notice of or protect the validity of any security interest granted pursuant to the Security Agreement;

(3) enforce the Collateral; or

(4) preserve and defend title to the Collateral and the rights of the Secured Parties in such Collateral against the claims of all Persons (other than the Closed-End Collateral Agent);

(iii) cause the Certificate of Title for each Closed-End Vehicle to reflect “AL HOLDING CORP.,” or such substantially similar words as the relevant Governmental Authority will accept, as the recorded lienholder or recorded holder of a security interest in such Closed-End Vehicle (except to the extent that such actions have been taken by the Closed-End Servicer pursuant to the Closed-End Servicing Agreement);

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(iv) with respect to each Closed-End Vehicle that is permitted or required by the Basic Documents to be sold or otherwise disposed of by the Borrower, take all action necessary to cause (A) the security interest granted pursuant to Section 2.1 of the Security Agreement in such Closed-End Vehicle to be released and (B) the evidence of the Closed-End Collateral Agent as lienholder on the related Certificate of Title to be removed;

(v) take the actions required to be taken by the Closed-End Collateral Agent pursuant to Article IV following an Event of Bankruptcy, a Warehouse Facility Termination Event or an Exchange Note Default; and

(vi) take the other actions required to be taken by the Closed-End Collateral Agent under this Collateral Agency Agreement.

Section 4.2 Representations.

The Closed-End Collateral Agent hereby represents and warrants that (i) it is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to enter into and perform its obligations under this Collateral Agency Agreement and each Collateral Document executed on or prior to the Closing Date, (ii) the execution, delivery and performance by it of this Collateral Agency Agreement and each such Collateral Document have been duly authorized by all necessary corporate action on its part and (iii) this Collateral Agency Agreement and each such Collateral Document is its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Section 4.3 Exculpatory Provisions.

(i) The Closed-End Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained in this Collateral Agency Agreement or in any Collateral Document, unless specifically made by the Closed-End Collateral Agent. The Closed-End Collateral Agent make no representations as to the value or condition of the Collateral or any part thereof, or as to the title of the Borrower thereto or as to the security afforded by the Collateral Documents or this Collateral Agency Agreement, or as to the validity, execution (except its own execution), enforceability, priority, perfection, legality or sufficiency of this Collateral Agency Agreement, any Collateral Document, any Exchange Note Supplement or any Receivables Financing Agreement, and the Closed-End Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Closed-End Collateral Agent shall not be responsible for insuring the Collateral or for the payment of taxes, charges, assessments or liens upon the Collateral or for perfecting or maintaining the perfection of its security interest in the Collateral or otherwise as to the maintenance of the Collateral.

(ii) The Closed-End Collateral Agent shall not be required to ascertain or inquire as to the performance by the Borrower of any of the covenants or agreements contained herein, in any Collateral Document, in any Exchange Note Supplement or in any Receivables Financing Agreement.

(iii) The Closed-End Collateral Agent shall not be liable for any action taken or omitted to be taken by it in accordance with this Collateral Agency Agreement or any Collateral Document except for its own gross negligence or willful misconduct.

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(iv) Any reference herein to actual knowledge of the Closed-End Collateral Agent shall mean actual knowledge of an officer of the Closed-End Administrative Agent assigned to and working in its Corporate Trust Office (or similar department) or such other department as the Closed-End Administrative Agent may designate from time to time.

Section 4.4 Reliance by Closed-End Collateral Agent.

(a) Whenever in the administration of this Collateral Agency Agreement the Closed-End Collateral Agent shall deem it necessary or desirable that a matter with respect to the Borrower be proved or established in connection with the taking, suffering or omitting of any action hereunder by the Closed-End Collateral Agent, unless otherwise specifically provided herein, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively provided or established by an Officer’s Certificate of the Borrower delivered to the Closed-End Collateral Agent (a copy of which Officer’s Certificate the Borrower shall deliver to each Secured Party (or, in the case of the Warehouse Facility Secured Parties, the Deal Agent on their behalf)), and such Officer’s Certificate may be conclusively relied upon by the Closed-End Collateral Agent and shall constitute a full warranty to the Closed-End Collateral Agent for any action taken, suffered or omitted in reliance thereon unless (i) the Closed-End Collateral Agent shall have actual knowledge of an inaccuracy therein or (ii) any Secured Party (or, in the case of a Warehouse Facility Secured Party, the Deal Agent on its behalf) shall provide contrary information in writing to the Closed-End Collateral Agent with respect to such matter, in which case, unless such Secured Party and the Borrower can reach agreement on such issue within a period of ten Business Days from the time an Officer’s Certificate is submitted, the Closed-End Collateral Agent shall appoint an independent arbitrator (who shall be acceptable to the Borrower and such Secured Parties, and whose fees and/or expenses shall be paid by the Borrower) to resolve the dispute; provided, however, that, the Closed-End Collateral Agent shall have no responsibility to take any action until such matter is resolved.

(b) The Closed-End Collateral Agent may consult with independent counsel, and any opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Closed-End Collateral Agent hereunder in accordance therewith unless the Closed-End Collateral Agent shall have actual knowledge of a reason to question the validity of such opinion. The Closed-End Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction.

(c) The Closed-End Collateral Agent may rely and shall be fully protected in acting upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it believes in good faith to be genuine and to have been signed or presented by the proper party or parties or, in the case of cables, facsimiles and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Closed-End Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Closed-End Collateral Agent.

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Section 4.5 Limitations on Duties of the Closed-End Collateral Agent.

(a) The Closed-End Collateral Agent undertakes to perform only the duties expressly set forth herein.

(b) The Closed-End Collateral Agent may exercise the rights and powers granted to it by this Collateral Agency Agreement and the Collateral Documents, together with such powers as are reasonably incidental thereto, but only pursuant to the terms of this Collateral Agency Agreement, and the Closed-End Collateral Agent shall not be liable with respect to any action taken or omitted by it in accordance with the direction of the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf).

(c) Except as herein otherwise expressly provided, the Closed-End Collateral Agent shall not be under any obligation to take any action that is discretionary on the part of the Closed-End Collateral Agent under the provisions hereof or under any Collateral Document except upon the written request of the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) pursuant to this Collateral Agency Agreement. The Closed-End Collateral Agent shall make available for inspection and copying by each Secured Party each certificate or other paper furnished to the Closed-End Collateral Agent by the Borrower or any Secured Party, under or in respect of this Collateral Agency Agreement, any Collateral Document or any of the Collateral.

(d) The Closed-End Collateral Agent shall not be liable for any error of judgment made in good faith by an officer thereof, unless it shall be proved that the Closed-End Collateral Agent was grossly negligent or engaged in willful misconduct in ascertaining the pertinent facts.

(e) Unless otherwise provided herein, the Closed-End Collateral Agent may execute any of its powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Closed-End Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

(f) The Closed-End Collateral Agent shall not be deemed to have notice of any event of default with respect to any Warehouse Facility or Closed-End Exchange Note unless and until any Secured Party (or the Deal Agent on its behalf) or the Borrower has given it written notice thereof.

Section 4.6 Moneys to be Held in Trust.

All moneys received by the Closed-End Collateral Agent under or pursuant to any provision of this Collateral Agency Agreement or any Collateral Document shall be held in trust for the purposes for which they were received.

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Section 4.7 Resignation and Removal of Closed-End Collateral Agent.

(a) The Closed-End Collateral Agent may, at any time with or without cause by giving 60 days’ prior written notice to the Borrower and the Secured Parties (or, in the case of the Warehouse Facility Secured Parties, the Deal Agent on their behalf), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor Closed-End Collateral Agent by the affirmative vote of the Required Secured Parties, with the consent of the Borrower (such consent of the Borrower being required only so long as no Warehouse Facility Termination Event has occurred and is continuing), which consent shall not be unreasonably withheld, delayed or conditioned, and the acceptance of such appointment by such successor Closed-End Collateral Agent. The Closed-End Collateral Agent may be removed at any time (with cause) and a successor Closed-End Collateral Agent appointed by the affirmative vote of the Required Secured Parties, with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of Borrower, which consent will not be unreasonably withheld, delayed or conditioned, provided that the Closed-End Collateral Agent shall be entitled to its reasonable fees and expenses to the date of removal. If no successor Closed-End Collateral Agent shall be appointed and approved within 60 days from the date of the giving of the aforesaid notice of resignation or within 60 days from the date of such vote for removal, the Closed-End Collateral Agent, the Borrower, the Deal Agent or any Secured Party may apply to any court of competent jurisdiction to appoint a successor Closed-End Collateral Agent to act until such time, if any, as a successor Closed-End Collateral Agent shall have been appointed as above provided. Any successor Closed-End Collateral Agent so appointed by such court shall immediately and without further act supersede any predecessor Closed-End Collateral Agent.

(b) If at any time the Closed-End Collateral Agent shall resign or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Closed-End Collateral Agent for any other cause, a successor Closed-End Collateral Agent shall be appointed by the Required Secured Parties, with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of Borrower, which consent will not be unreasonably withheld, delayed or conditioned, and the powers, duties, authority and title of the predecessor Closed-End Collateral Agent shall be terminated and cancelled without procuring the resignation of such predecessor Closed-End Collateral Agent, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Closed-End Collateral Agent in writing, duly acknowledged, delivered to the predecessor Closed-End Collateral Agent and the Borrower and filed for record in each public office, if any, in which this Collateral Agency Agreement or any notice of the Closed-End Collateral Agent hereunder is required to be filed.

(c) The appointment and designation referred to in Section 4.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Collateral Agency Agreement shall vest in such successor Closed-End Collateral Agent, without any further act, deed or conveyance, all of the estate and title of its predecessors and upon such filing for record the successor Closed-End Collateral Agent shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessors; but any predecessor Closed-End Collateral Agent shall nevertheless, on payment of its charges and on the written request of the Deal Agent or the Required Secured Parties, the Borrower or any successor Closed-End Collateral Agent empowered to act as such at the time any such request is made, execute and deliver an instrument without recourse or representation transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Closed-End Collateral Agent. Should any deed, conveyance or other

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instrument in writing from the Borrower be required by any successor Closed-End Collateral Agent for more fully and certainly vesting in such successor Closed-End Collateral Agent the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Closed-End Collateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Closed-End Collateral Agent, be executed, acknowledged and delivered by the Borrower.

(d) Any required filing for record of the instrument appointing a successor Closed-End Collateral Agent as hereinabove provided shall be at the expense of the Borrower. The resignation of any Closed-End Collateral Agent and the instrument or instruments removing any Closed-End Collateral Agent, together with all other instruments, deeds and conveyances provided for in this Section, shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Borrower, wherever this Collateral Agency Agreement is recorded, registered and filed.

Section 4.8 Status of Successors to Closed-End Collateral Agent.

Every successor to the Closed-End Collateral Agent appointed pursuant to Section 4.7 shall satisfy each of the following requirements, or be a wholly-owned subsidiary of an entity that satisfies each of the following requirements:

(i) be a bank or trust company in good standing and having power so to act and incorporated under the laws of the United States or any state thereof or the District of Columbia; and

(ii) have capital, surplus and undivided profits of not less than $500,000,000,

in each case if there be such an institution with such capital, surplus and undivided profits willing, qualified and able to accept the trust upon reasonable or customary terms.

Section 4.9 Merger of the Closed-End Collateral Agent.

Any entity into which the Closed-End Collateral Agent may be merged, or with which it may be converted or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Closed-End Collateral Agent shall be a party shall be the Closed-End Collateral Agent under this Collateral Agency Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Section 4.10 Additional Co-Closed-End Collateral Agent; Separate Closed-End Collateral Agent.

(a) One or more Persons may be appointed from time to time pursuant to this Section 4.10 either to act as a co-Closed-End Collateral Agent of all or any of the Collateral, jointly with the Closed-End Collateral Agent empowered to act as such at such time, or to act as a separate Closed-End Collateral Agent with respect to any Collateral, if at any time or times such an appointment

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shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, the Closed-End Collateral Agent shall be advised by counsel satisfactory to it that such an appointment is so necessary or prudent in the interest of the Secured Parties, the Deal Agent or the Required Secured Parties shall in writing so request such an appointment, or the Closed-End Collateral Agent shall deem such an appointment desirable for its own protection in the performance, or convenient for the administration, of its duties hereunder. In the event such a co-Closed-End Collateral Agent or separate Closed-End Collateral Agent with respect to certain Collateral is to be appointed pursuant to this Section 4.10, such co-Closed-End Collateral Agent or such separate Closed-End Collateral Agent shall be appointed by the Required Secured Parties with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that any such Person shall meet the requirements of Section 4.8.

(b) Every separate Closed-End Collateral Agent and every co-Closed-End Collateral Agent shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred upon the Closed-End Collateral Agent in respect of the custody, control and management of money, papers or securities shall be exercised solely by the Closed-End Collateral Agent (i.e., the original Closed-End Collateral Agent or its successors appointed pursuant to Section 4.7);

(ii) all rights, powers, duties and obligations conferred or imposed upon the Closed-End Collateral Agent hereunder shall be conferred or imposed and exercised or performed by the Closed-End Collateral Agent and such separate Closed-End Collateral Agent or separate Closed-End Collateral Agents or co-Closed-End Collateral Agent or co-Closed-End Collateral Agents, jointly, as shall be provided in the instrument appointing such separate Closed-End Collateral Agent, separate Closed-End Collateral Agents, co-Closed-End Collateral Agent or co-Closed-End Collateral Agents, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Closed-End Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate Closed-End Collateral Agent, separate Closed-End Collateral Agents, co-Closed-End Collateral Agent or co-Closed-End Collateral Agents;

(iii) no power given hereby to, or which it is provided hereby may be exercised by, any such co-Closed-End Collateral Agent, co-Closed-End Collateral Agents, separate Closed-End Collateral Agent or separate Closed-End Collateral Agents shall be exercised hereunder by such co-Closed-End Collateral Agent, co-Closed-End Collateral Agents, separate Closed-End Collateral Agent or separate Closed-End Collateral Agents, except jointly with, or with the consent in writing of, the Closed-End Collateral Agent, anything herein contained to the contrary notwithstanding;

(iv) no Closed-End Collateral Agent hereunder shall be personally liable by reason of any act or omission of any other Closed-End Collateral Agent hereunder; and

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(v) the Required Secured Parties and the Closed-End Collateral Agent, at any time, by an instrument in writing, may accept the resignation of or remove any separate Closed-End Collateral Agent or co-Closed-End Collateral Agent, and in that case, by an instrument in writing executed by the Required Secured Parties and the Closed-End Collateral Agent jointly with the consent of the Borrower, which consent will not be unreasonably withheld, delayed or conditioned, may appoint a successor to such separate Closed-End Collateral Agent or co-Closed-End Collateral Agent, as the case may be, anything herein contained to the contrary notwithstanding.

Section 4.11 Reasonable Care.

The Closed-End Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Closed-End Collateral Agent takes such action for that purpose as is requested by the Borrower in writing from time to time, provided that failure to take any such requested action shall not in itself be deemed to constitute a failure to exercise reasonable care.

ARTICLE V

THE CLOSED-END ADMINISTRATIVE AGENT

Section 5.1 Appointment.

(a) Generally. Each Secured Party hereby appoints U.S. Bank as Closed-End Administrative Agent under this Collateral Agency Agreement and under each of the other Basic Documents for the benefit of the Secured Parties. U.S. Bank accepts such appointment pursuant to this Section 5.1(a) and agrees to perform the duties of the Closed-End Administrative Agent under this Collateral Agency Agreement and under each of the other Basic Documents under which it has obligations. In addition, and without limiting the foregoing, the Closed-End Administrative Agent agrees to:

(i) maintain all licenses, qualifications, authorizations and approvals from Governmental Authorities that are necessary or desirable to facilitate the performance of the Closed-End Collateral Agent’s obligations under this Collateral Agency Agreement; and

(ii) refrain from taking actions in violation of the certificate of incorporation or the by-laws of the Closed-End Collateral Agent.

(b) Grant of Power of Attorney by Collateral Agent. The Closed-End Collateral Agent constitutes and irrevocably appoints the Closed-End Administrative Agent and all Persons (including the Closed-End Collateral Agent Administrator, under the Closed-End Administration Agreement) to whom the obligations of the Closed-End Administrative Agent under this Collateral Agency Agreement are delegated, at all times from and after the date of this Collateral Agency Agreement through the date on which this Collateral Agency Agreement is terminated, as the true and lawful attorney of the Closed-End Collateral Agent, with full power (in the name of the Closed-End

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Collateral Agent or otherwise) to exercise all rights of the Closed-End Collateral Agent, including the power and right to sign any document, agreement or instrument on behalf of the Closed-End Collateral Agent in connection with such exercise of rights. The power of attorney granted, and all authority conferred, pursuant to this Section 5.1(b) are granted and conferred solely to facilitate the performance of the Closed-End Administrative Agent’s obligations under this Collateral Agency Agreement and will be exercised solely in a manner consistent with this Collateral Agency Agreement. This power of attorney will be irrevocable as one coupled with an interest prior to the date on which this Collateral Agency Agreement is terminated. The rights granted under this Section 5.1(b) will terminate as to any Person upon the resignation or removal of such Person in the capacity of Closed-End Administrative Agent and pass to any successor Closed-End Administrative Agent that is appointed pursuant to this Collateral Agency Agreement.

(c) Delegation to Closed-End Collateral Agent Administrator. It is contemplated that, pursuant to the Closed-End Administration Agreement, the Closed-End Administrative Agent will delegate to the Closed-End Collateral Agent Administrator certain of the duties that the Closed-End Administrative Agent is required to perform on behalf of the Closed-End Collateral Agent pursuant to Section 5.1(a), and each party to this Collateral Agency Agreement and each Exchange Noteholder (by accepting the related Closed-End Exchange Note) consents to such delegation. In order to facilitate performance of the duties of the Closed-End Collateral Agent Administrator under the Closed-End Administration Agreement, the Closed-End Collateral Agent agrees to execute and deliver a power of attorney in favor of the Closed-End Collateral Agent Administrator in substantially the form set forth as Exhibit E.

Section 5.2 Representations.

The Closed-End Administrative Agent hereby represents and warrants that (i) it is a national banking association duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into and perform its obligations under this Collateral Agency Agreement and each other Basic Document to which it is a party, (ii) the execution, delivery and performance by it of this Collateral Agency Agreement and each such other Basic Document have been duly authorized by all necessary corporate action on its part and (iii) this Collateral Agency Agreement and each such other Basic Document is its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Section 5.3 Standard of Care; Exculpatory Provisions.

If an Exchange Note Default, a Warehouse Facility Termination Event or an Event of Bankruptcy with respect to the Borrower has occurred and is continuing, the Closed-End Administrative Agent will exercise the rights and powers vested in it by this Collateral Agency Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

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(a) Except during the continuance of an Exchange Note Default, a Warehouse Facility Termination Event or an Event of Bankruptcy:

(i) the Closed-End Administrative Agent undertakes to perform such duties and only such duties as are specifically set forth in this Collateral Agency Agreement and no implied covenants or obligations are to be read into this Collateral Agency Agreement against the Closed-End Administrative Agent; and

(ii) in the absence of bad faith on its part, the Closed-End Administrative Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by the terms of this Collateral Agency Agreement, conforming to the requirements of this Collateral Agency Agreement, provided that the Closed-End Administrative Agent will examine any such certificates and opinions to determine whether or not they conform on their face to the requirements of this Collateral Agency Agreement.

(b) The Closed-End Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith which it believes to be authorized or within its rights or powers. However, the Closed-End Administrative Agent may not be relieved from liability for its own willful misconduct, negligence or bad faith, except that:

(i) this Section 5.3(b) does not limit Section 5.4;

(ii) the Closed-End Administrative Agent will not be liable for any error of judgment made in the absence of bad faith by an Authorized Officer unless it is proved that the Closed-End Administrative Agent was negligent in ascertaining the pertinent facts; and

(iii) the Closed-End Administrative Agent will not be liable with respect to any action it takes or omits to take in the absence of bad faith with respect to any exercise of remedies pursuant to Article VIII in accordance with a direction received by it from the Person or Persons entitled under this Collateral Agency Agreement to direct the Closed-End Administrative Agent with respect to such action or omission.

(c) The Closed-End Administrative Agent will not be liable for interest on any money received by it except as the Closed-End Administrative Agent may agree with the Borrower.

(d) Money held in trust by the Closed-End Administrative Agent need not be segregated from other funds except to the extent required by law or this Collateral Agency Agreement.

(e) The Closed-End Administrative Agent is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Collateral Agency Agreement or in the exercise of any of its rights or powers by any provision of this Collateral Agency Agreement if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

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(f) Every provision of this Collateral Agency Agreement relating to the conduct or affecting the liability of or affording protection to the Closed-End Administrative Agent is subject to the provisions of this Section 5.3.

(g) The Closed-End Administrative Agent will not be charged with knowledge of the occurrence of any Event of Bankruptcy, Exchange Note Default or Warehouse Facility Termination Event unless either (i) an Authorized Officer of the Closed-End Administrative Agent has actual knowledge of such occurrence or (ii) notice of such occurrence has been given to the Closed-End Administrative Agent in accordance with this Collateral Agency Agreement.

Section 5.4 Reliance by Closed-End Administrative Agent.

(a) Before the Closed-End Administrative Agent acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Closed-End Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith in reliance on an Officer’s Certificate or Opinion of Counsel. However, the Closed-End Administrative Agent will examine any such Officer’s Certificates and Opinions of Counsel to determine whether or not they conform on their face to the requirements of this Collateral Agency Agreement.

(b) The Closed-End Administrative Agent may execute any of the trusts or powers under this Collateral Agency Agreement or any other Basic Document, or perform any duties under this Collateral Agency Agreement or any other Basic Document, either directly or by or through agents or attorneys or a custodian or nominee, and the Closed-End Administrative Agent will not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, counsel, custodian or nominee appointed with due care by it under this Collateral Agency Agreement or any other Basic Document.

(c) The Closed-End Administrative Agent may consult with counsel, and the advice or Opinion of Counsel with respect to legal matters relating to this Collateral Agency Agreement or any other Basic Document will be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it under this Collateral Agency Agreement or any other Basic Document in the absence of bad faith and in accordance with the advice or opinion of such counsel.

(d) The Closed-End Administrative Agent is under no obligation to exercise any of the rights or powers vested in it by this Collateral Agency Agreement or any other Basic Document or to honor the request or direction of any of the Exchange Noteholders pursuant to this Collateral Agency Agreement or any other Basic Document unless such Exchange Noteholders have offered to the Closed-End Administrative Agent reasonable security or indemnity satisfactory to it from and against the reasonable costs, expenses and disbursements that might be incurred by the Closed-End Administrative Agent in complying with such request or direction.

(e) The Closed-End Administrative Agent may rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Closed-End Administrative Agent need not investigate any fact or matter stated in any such document.

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Section 5.5 Individual Rights of the Closed-End Administrative Agent.

The Closed-End Administrative Agent, in its individual or any other capacity, may deal with the Borrower or any of its Affiliates with the same rights it would have if it were not the Closed-End Administrative Agent.

Section 5.6 Closed-End Administrative Agent’s Disclaimer.

The Closed-End Administrative Agent will not be (a) responsible for, and does not make any representation as to, the validity or adequacy of this Collateral Agency Agreement, any Exchange Note Supplement or any of the Closed-End Exchange Notes, (b) accountable for the Borrower’s use of the funds advanced under the Warehouse Facilities, or (c) responsible for any statement of the Borrower in this Collateral Agency Agreement or any other Basic Document (all of which will be deemed to be statements of the Borrower) other than the certificate of authentication of the Closed-End Administrative Agent.

Section 5.7 Resignation and Removal of Closed-End Administrative Agent.

(a) The Closed-End Administrative Agent may, at any time with or without cause by giving 60 days’ prior written notice to the Borrower and the Secured Parties (or, in the case of the Warehouse Facility Secured Parties, the Deal Agent on their behalf), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor Closed-End Administrative Agent by the affirmative vote of the Required Secured Parties, with the consent of the Borrower (such consent of the Borrower being required only so long as no Warehouse Facility Termination Event has occurred and is continuing), which consent shall not be unreasonably withheld, delayed or conditioned, and the acceptance of such appointment by such successor Closed-End Administrative Agent. The Closed-End Administrative Agent may be removed at any time (with cause) and a successor Closed-End Administrative Agent appointed by the affirmative vote of the Required Secured Parties, with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of Borrower, which consent will not be unreasonably withheld, delayed or conditioned, provided that the Closed-End Administrative Agent shall be entitled to its reasonable fees and expenses to the date of removal. If no successor Closed-End Administrative Agent shall be appointed and approved within 60 days from the date of the giving of the aforesaid notice of resignation or within 60 days from the date of such vote for removal, the Closed-End Administrative Agent, the Borrower, the Deal Agent or any Secured Party may apply to any court of competent jurisdiction to appoint a successor Closed-End Collateral Agent to act until such time, if any, as a successor Closed-End Administrative Agent shall have been appointed as above provided. Any successor Closed-End Administrative Agent so appointed by such court shall immediately and without further act supersede any predecessor Closed-End Administrative Agent.

(b) If at any time the Closed-End Administrative Agent shall resign or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Closed-End Administrative Agent for any other cause, a successor Closed-End Administrative Agent shall be

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appointed by the Required Secured Parties, with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of Borrower, which consent will not be unreasonably withheld, delayed or conditioned, and the powers, duties, authority and title of the predecessor Closed-End Administrative Agent shall be terminated and cancelled without procuring the resignation of such predecessor Closed-End Administrative Agent, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Closed-End Administrative Agent in writing, duly acknowledged, delivered to the predecessor Closed-End Administrative Agent and the Borrower and filed for record in each public office, if any, in which this Collateral Agency Agreement or any notice of the Closed-End Administrative Agent hereunder is required to be filed.

(c) The appointment and designation referred to in Section 5.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Collateral Agency Agreement shall vest in such successor Closed-End Administrative Agent, without any further act, deed or conveyance, all of the estate and title of its predecessors and upon such filing for record the successor Closed-End Administrative Agent shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessors; but any predecessor Closed-End Administrative Agent shall nevertheless, on payment of its charges and on the written request of the Deal Agent or the Required Secured Parties, the Borrower or any successor Closed-End Administrative Agent empowered to act as such at the time any such request is made, execute and deliver an instrument without recourse or representation transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Closed-End Administrative Agent. Should any deed, conveyance or other instrument in writing from the Borrower be required by any successor Closed-End Administrative Agent for more fully and certainly vesting in such successor Closed-End Administrative Agent the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Closed-End Administrative Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Closed-End Administrative Agent, be executed, acknowledged and delivered by the Borrower.

(d) Any required filing for record of the instrument appointing a successor Closed-End Administrative Agent as hereinabove provided shall be at the expense of the Borrower. The resignation of any Closed-End Administrative Agent, and the instrument or instruments removing any Closed-End Administrative Agent, together with all other instruments, deeds and conveyances provided for in this Section, shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Borrower, wherever this Collateral Agency Agreement is recorded, registered and filed.

Section 5.8 Status of Successors to Closed-End Administrative Agent.

Every successor to the Closed-End Administrative Agent that is appointed pursuant to Section 5.7 shall be a bank or trust company in good standing and having power so to act and incorporated under the laws of the United States or any state thereof or the District of Columbia, and shall also have capital, surplus and undivided profits of not less than $500,000,000, if there be such an institution with such capital, surplus and undivided profits willing, qualified and able to accept the trust upon reasonable or customary terms.

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Section 5.9 Merger of the Closed-End Administrative Agent.

Any entity into which the Closed-End Administrative Agent may be merged, or with which it may be converted or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Closed-End Administrative Agent shall be a party shall be the Closed-End Administrative Agent under this Closed-End Administrative Agent without the execution or filing of any paper or any further act on the part of the parties hereto.

ARTICLE VI

THE CLOSED-END EXCHANGE NOTES

Section 6.1 Sale of Advances; Issuance of Closed-End Exchange Notes; Form.

(a) Grant of Purchase Option. The Initial Beneficiary shall have the right and option, and each Warehouse Facility Lender hereby grants to the Initial Beneficiary the right and option, to purchase from time to time, subject to the conditions, limitations and rights set forth in this Article VI, all or a portion of the outstanding principal balance of the outstanding Advances made by such Warehouse Facility Lenders (each such transaction, an “Initial Beneficiary Purchase”), in each case for a purchase price equal to the sum of:

(i) the outstanding balance of such Advances (or portion thereof that is so purchased); plus

(ii) all interest accrued on such Advance (or portion thereof that is so purchased) as of the date that such Initial Beneficiary Purchase is actually made (such date, the “Initial Beneficiary Purchase Date”); plus

(iii) if so demanded in writing by a Warehouse Facility Agent on behalf of any relevant Person (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed), an amount equal to the amount that would have been payable in respect of such Advance (or portion thereof that is so purchased) by the Borrower to a Warehouse Facility Lender or any other Person (1) in the case of an Advance that was made under a Current Warehouse Facility, pursuant to Section 6.2 of the related Current Receivables Financing Agreement or (2) in the case of any Advance that was made under an Additional Warehouse Facility, pursuant to any provision that is similar or analogous to Section 6.2 of the Current Receivables Financing Agreements, determined (in the case of clauses (1) and (2)) as though the Advances purchased pursuant to such Initial Beneficiary Purchase had instead been prepaid, on the Initial Beneficiary Purchase Date, in an amount equal to the principal balance of such Advance (or the portion thereof that is so purchased) (the sum of the foregoing clauses (1), (2) and (3), the “Initial Beneficiary Purchase Price”).

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(b) The Initial Beneficiary shall provide to the Deal Agent, on behalf of the Warehouse Facility Lenders, at least four (4) Business Days’ prior notice of any Initial Beneficiary Purchase (each such notice, an “Initial Beneficiary Purchase Notice”). Each Initial Beneficiary Purchase Notice shall:

(i) specify:

(1) the proposed Initial Beneficiary Purchase Date;

(2) the aggregate principal balance of the outstanding Advances to be purchased by the Initial Beneficiary pursuant to such Initial Beneficiary Purchase; and

(3) whether or not such Initial Beneficiary Purchase is being made in connection with a Subsequent Exchange Note Increase; and

(ii) include, as an attachment thereto, a Borrowing Base Certificate, conforming to the requirements of the Receivables Financing Agreements, showing that the Aggregate Loan Amount will not exceed the Borrowing Base after giving effect to the Initial Beneficiary Purchase and any related reallocation of assets to the applicable Reference Pool.

(c) Allocation. Following the occurrence of a Warehouse Facility Termination Event, in connection with each Initial Beneficiary Purchase, each Warehouse Facility Lender (including any Wind-Down Lender) shall be obligated to sell and deliver to the Initial Beneficiary, on the Initial Beneficiary Purchase Date, a ratable portion of each outstanding Advance of such Warehouse Facility Lender (such ratable portion, expressed as a percentage of the outstanding principal balance of such Advance, the “Allocable Purchased Portion”) equal to:

(	Initial Beneficiary Purchase Amount	)
	Aggregate Loan Amount + Aggregate Wind-Down Loan Amount

Where:

Initial Beneficiary Purchase Amount	=	The aggregate principal balance of the Advances proposed to be purchased pursuant to such Initial Beneficiary Purchase; and
Aggregate Loan Amount	=	The Aggregate Loan Amount, as determined as of the related Initial Beneficiary Purchase Date.
Aggregate Wind-Down Loan Amount	=	The Aggregate Wind-Down Loan Amount, as determined as of the related Initial Beneficiary Purchase Date.

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Prior to the occurrence of any Warehouse Facility Termination Event, in connection with each Initial Beneficiary Purchase, the Initial Beneficiary may, in its sole discretion, allocate its purchase of Advances between the Wind-Down Lenders and the Revolving Lenders, and each of such Wind-Down Lenders and Revolving Lenders, as applicable, shall be obligated, subject to the terms and conditions of Article VI hereof, to sell and deliver to the Initial Beneficiary, on the related Initial Beneficiary Purchase Date, a corresponding portion of its outstanding Advances; provided, however, that to the extent that the Initial Beneficiary elects to purchase any Advances from any Revolving Lenders, such portion of the Initial Beneficiary Purchase shall be allocated among all Revolving Lenders pro rata and each Revolving Lender shall be obligated, subject to the terms and conditions of Article VI hereof, to sell and deliver to the Initial Beneficiary, on the related Initial Beneficiary Purchase Date, a ratable portion of each outstanding Advance of such Revolving Lender (such ratable portion, expressed as a percentage of the outstanding principal balance of such Advance, the “Allocable Revolving Purchased Portion”) equal to:

(	Initial Beneficiary Purchase Amount	)
	Aggregate Loan Amount

Where:

Initial Beneficiary Revolving Purchase Amount	=	The aggregate principal balance of the Advances proposed to be purchased pursuant to such Initial Beneficiary Purchase from Warehouse Facility Lenders with respect to which no Wind-Down Event has occurred; and
Aggregate Loan Amount	=	The Aggregate Loan Amount, as determined as of the related Initial Beneficiary Purchase Date.

Notwithstanding the foregoing, the aggregate amount of the Advances purchased pursuant to each Initial Beneficiary Purchase shall be in a minimum amount of $5,000,000, in the aggregate, per Warehouse Facility, and integral multiples of $100,000 in excess thereof.

Each assignment pursuant to this Section 6.1(c) shall be made without representation, warranty or recourse, except that each Warehouse Facility Lender represents and warrants that it is the owner of the Advances (or portions thereof) assigned by it and has not created any lien or encumbrance thereon that is not being released as of the Initial Beneficiary Purchase Date.

(d) Initial Beneficiary Advances. The Initial Beneficiary shall have the right and option to advance from time to time, subject to the conditions, limitations and rights set forth in this Article VI, funds to the Borrower (each such advance, an “Initial Beneficiary Advance” and, collectively with any Initial Beneficiary Purchase, an “Exchange Note Funding”). The Initial Beneficiary shall provide to the Deal Agent, on behalf of the Warehouse Facility Lenders, at least two (2) Business Days’ prior notice of any Initial Beneficiary Advance (each such notice, an “Initial Beneficiary Advance Notice”), which shall set forth the amount of such Initial Beneficiary Advance (the “Initial Beneficiary Advance Amount” and, collectively with the Initial Beneficiary Purchase Price, the “Exchange Note Funding Amount”), the date on which such Initial Beneficiary Advance will be made (the “Initial Beneficiary Advance Date” and, collectively with the Initial Beneficiary Purchase Date, the “Exchange Note Funding Date”) and whether or not such Initial Beneficiary Advance is being made in connection with a Subsequent Exchange Note Increase.

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(e) Issuance of Closed-End Exchange Notes; Exchange Note Supplement. In connection with each Exchange Note Funding (other than an Exchange Note Funding being made in connection with any Subsequent Exchange Note Increase), on the related Exchange Note Funding Date, the Borrower shall issue to the Initial Beneficiary, and the Closed-End Administrative Agent will authenticate and deliver to the Initial Beneficiary, in accordance with the applicable provisions of this Article VI, one or more notes representing obligations of the Borrower issued in definitive negotiable form, and having an initial outstanding principal balance equal to the Exchange Note Funding Amount paid or advanced, as applicable, by the Initial Beneficiary in connection with such Exchange Note Funding, which notes shall be issued without any accrued interest thereon as of the Exchange Note Funding Date (each such note, a “Closed-End Exchange Note” and, collectively, the “Closed-End Exchange Notes”). Each issuance and authentification of a Closed-End Exchange Note pursuant to this subsection (e) shall be subject to the conditions precedent set forth in Section 6.4. Immediately following the issuance of each Closed-End Exchange Note, on the applicable Exchange Note Funding Date, the terms, conditions, covenants and other provisions applicable to the Advances (or applicable portion thereof) represented by such Closed-End Exchange Note will be agreed upon by the Borrower and the Initial Beneficiary, and amended and restated to read in their entirety as set forth in a supplement to this Collateral Agency Agreement applicable to such Closed-End Exchange Note (each, an “Exchange Note Supplement”) between the Borrower and the Initial Beneficiary. Upon the execution and delivery of the Exchange Note Supplement with respect to any Closed-End Exchange Note, (1) the terms, conditions, covenants and other provisions set forth in the Receivables Financing Agreements, any applicable Warehouse Facility Notes and the other Basic Documents applicable to any Advances acquired in connection with the related Exchange Note Funding shall no longer apply to such Closed-End Exchange Note, (2) such terms shall be replaced in their entirety, as they relate to such Closed-End Exchange Note, by the terms set forth in such Exchange Note Supplement, any applicable Servicing Supplement and the other terms of the Basic Documents that apply to Closed-End Exchange Notes and (3) any such Advances shall no longer be considered “Advances” or “Loans” within the meaning of this Collateral Agency Agreement, any Receivables Financing Agreement or any other Basic Document. Each Exchange Note Supplement shall be effective upon signature thereof by the Borrower, the Closed-End Collateral Agent, the Closed-End Administrative Agent and the Initial Beneficiary, and shall require neither the signature nor the consent of the Deal Agent or any other party to this Collateral Agency Agreement, so long as the conditions set forth in this Article VI with respect to the relevant Exchange Note Funding have been satisfied. Each Closed-End Exchange Note issued under this Collateral Agency Agreement will constitute “Titling Trust Debt” and “Secured Titling Trust Debt” within the meaning of the Titling Trust Agreement and the Persons that are from time to time Exchange Noteholders of such Closed-End Exchange Note will constitute “Secured Titling Trust Creditors” within the meaning of the Titling Trust Agreement. Upon the effectiveness of each Initial Beneficiary Purchase made following the occurrence of a Warehouse Facility Termination Event, each related Warehouse Facility Lender will reduce (or direct the applicable Warehouse Facility Agent, on its behalf, to reduce, and such Warehouse Facility Agent will reduce) on its books and records the outstanding balance of each Advance of such Warehouse Facility Lender by an amount equal to the product of (1) the outstanding principal balance of such Advance and (2) the Allocable Purchased Portion with respect to such Advance. Upon the effectiveness of each Initial Beneficiary Purchase made prior to the occurrence of a Warehouse Facility Termination Event, (A) if all or a portion of such Initial Beneficiary Purchase is allocated to any Wind-Down Lender, such Wind-Down Lender will reduce (or direct the applicable Warehouse Facility Agent, on its behalf, to reduce, and such Warehouse Facility Agent will reduce) on its books and records the outstanding balance of each Advance of such Wind-Down Lender by an amount equal to the portion of the Initial Beneficiary Purchase so allocated; and (B) if all or a portion of such Initial Beneficiary

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Purchase is allocated to the Revolving Lenders, then each Revolving Lender will reduce (or direct the applicable Warehouse Facility Agent, on its behalf, to reduce, and such Warehouse Facility Agent will reduce) on its books and records the outstanding balance of each Advance of such Revolving Lender by an amount equal to the product of (1) the outstanding principal balance of such Advance and (2) the Allocable Revolving Purchased Portion with respect to such Advance.

(f) Each of the parties hereto acknowledges and agrees that none of the Deal Agent, the Warehouse Facility Agents or the Warehouse Facility Lenders (in their capacities as such) shall be deemed to have any participation in, or responsibility for, the issuance or sale of Closed-End Exchange Notes. Without limiting the generality of the foregoing, none of the Deal Agent, the Warehouse Facility Agents or the Warehouse Facility Lenders (in their capacities as such) shall have any duty to monitor the issuance of Closed-End Exchange Notes or to verify the compliance of any Closed-End Exchange Notes with the requirements of applicable law.

(g) Subsequent Exchange Note Increase. In connection with any Initial Beneficiary Purchase or any Initial Beneficiary Advance, as an administrative convenience and as an alternative to the issuance of a Closed-End Exchange Note and amendment and restatement of the terms thereof pursuant to the related Exchange Note Supplement, in each case pursuant to subsection (e), above, the Initial Beneficiary may specify in the Initial Beneficiary Purchase Notice or the Initial Beneficiary Advance Notice, as applicable, that the outstanding Exchange Note Balance of any Outstanding Closed-End Exchange Note (as specified by the Initial Beneficiary) shall be increased in an amount equal to the Initial Beneficiary Purchase Price and/or the Initial Beneficiary Advance Amount, as applicable, (any such increase pursuant to this subsection (g), a “Subsequent Exchange Note Increase”). If the Initial Beneficiary so specifies, (A) the applicable Exchange Noteholder may (1) reflect the amount of such increase on the grid attached to such Closed-End Exchange Note or (2) if such Closed-End Exchange Note does not provide for the grid or other means of reflecting increases from time to time to the Exchange Note Balance thereof, deliver such Closed-End Exchange Note to the Closed-End Administrative Agent in exchange for a new Closed-End Exchange Note reflecting the Exchange Note Balance as so increased (and the Borrower shall issue, and the Closed-End Administrative Agent shall authenticate and deliver, such new Closed-End Exchange Note in accordance with the foregoing) and (B) in the case of an increase made in the manner set forth in the foregoing subclause (A)(1), the Closed-End Administrative Agent shall reflect the increase in the applicable Exchange Note Balance on the Exchange Note Register.

Section 6.2 Form and Terms of the Closed-End Exchange Notes.

(a) Designation of the Reference Pool. Each Exchange Note Supplement will designate a portion of the Closed-End Units included in the Warehouse Facility Pool as the “Reference Pool” with respect to the related Closed-End Exchange Note or Closed-End Exchange Notes, as applicable. Upon the effectiveness of the applicable Exchange Note Supplement, Closed-End Units designated therein as being included in the applicable Reference Pool will no longer be a part of the Warehouse Facility Pool, and will not be available to be part of any other Reference Pool. Each Closed-End Exchange Note will be payable solely from Closed-End Collections on the Closed-End Units in the related Reference Pool in accordance with the priorities set forth in Article X and the applicable Exchange Note Supplement. For purposes of determining the amount and portion of Closed-End Collections that are applicable to any Reference Pool, the Closed-End Units included in such Reference Pool will be deemed to have been included in such Reference Pool from and after the Cutoff Date

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specified in the related Exchange Note Supplement (or, in the case of any Closed-End Units that are subsequently allocated to a Reference Pool pursuant to Section 6.2(b), the Cutoff Date applicable to such Closed-End Units that is specified in the applicable Reference Pool Reallocation Notice).

(b) Reallocations of Assets from Warehouse Facility Pool to Reference Pool. From time to time following the issuance of any Closed-End Exchange Note (and whether or not in connection with a Subsequent Exchange Note Increase), the Initial Beneficiary may designate, by notice to the Closed-End Collateral Agent in substantially the form set forth as Exhibit F and in accordance with Section 6.2(c) (each such notice, a “Reference Pool Reallocation Notice”), any Closed-End Assets included in the Warehouse Facility Pool for reallocation to any Reference Pool; provided, however, that unless such reallocation occurs in connection with a Subsequent Exchange Note Increase that involves a purchase by the Initial Beneficiary of Advances from one or more Wind-Down Lenders, no Closed-End Assets included in a Wind-Down Pool will be reallocated to any Reference Pool. Each such Reference Pool Reallocation Notice will include the following information:

(i) The applicable Reference Pool to which such Closed-End Assets have been or are to be reallocated;

(ii) the effective date as of which the applicable Closed-End Units have been, or are to be, reallocated to the applicable Reference Pool (the “Exchange Note Reallocation Date”) (provided, however, that, the Exchange Note Reallocation Date shall not be earlier than the Business Day following the date as of which the Reference Pool Reallocation Notice is delivered (if such notice is delivered by noon, New York time, or if delivered after such time, the next Business Day)); and

(iii) the date as of which all Closed-End Collections on such assets will be applied as Closed-End Collections with respect to the Reference Pool to which such assets are to be reallocated.

Subject to the conditions set forth in the next sentence, and as of the Exchange Note Reallocation Date set forth in the applicable Reference Pool Reallocation Notice, the Closed-End Assets identified therein will be reallocated to the applicable Reference Pool set forth in the Reference Pool Reallocation Notice. Each such reallocation pursuant to this subsection (b) shall be subject to the following conditions:

(A) as of the Exchange Note Reallocation Date, no Warehouse Facility Termination Event or Unmatured Warehouse Facility Termination Event shall have occurred and be continuing, or would occur as a result of such reallocation;

(B) the Borrower shall have delivered to the Deal Agent (1) an Officer’s Certificate to the effect that the conditions set forth in clause (A), above, and clause (D), below, have, in each case, been satisfied, and (2) a Borrowing Base Certificate conforming to the requirements of the Receivables Financing Agreements showing that the Aggregate Loan

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Amount will not exceed the Borrowing Base after giving effect to such reallocation and any Subsequent Exchange Note Increase (and consequent reduction of the Aggregate Loan Amount) to occur in connection therewith;

(C) in the case of a reallocation being made in connection with a Subsequent Exchange Note Increase, (a) the payment by the Initial Beneficiary to the Deal Agent of an amount equal to the Initial Beneficiary Purchase Price (which amount shall be distributed by the Deal Agent to the Warehouse Facility Lenders (or the Warehouse Facility Agents on their behalf) according to the respective amount owed to each of them in connection with such Subsequent Exchange Note Increase, including (1) the principal amount of the Advances sold by each Warehouse Facility Lender pursuant to Section 6.1, (2) the aggregate amount of accrued interest on the such Advances as of the applicable Initial Beneficiary Purchase Date and (3) any indemnities or similar amounts payable pursuant to Section 6.1(a)(iii), in each case calculated in the manner set forth in Section 6.1(a)) or (b) the payment by the Initial Beneficiary to the Borrower of an amount equal to the Initial Beneficiary Advance Amount, as applicable; and

(D) no selection criteria adverse in any material respect to the interests of the Warehouse Facility Lenders (any such adverse selection criteria, “Adverse Selection Criteria”) shall have been used in selecting the applicable Closed-End Assets (provided, however, that, “Adverse Selection Criteria” shall not include (and this subclause (D) shall not be applicable to) any eligibility criteria based on the delinquency status of the related Closed-End Leases that are applicable to the securitization or other financing to be backed by the related Closed-End Exchange Note, notwithstanding that (x) such eligibility criteria or the requirements are more stringent than those applicable to the Warehouse Facility Pool or (y) selection in accordance with those criteria otherwise could be viewed as having an adverse effect on the Warehouse Facility Lenders).

(c) Identification of Assets. In identifying Closed-End Assets to be reallocated from the Warehouse Facility Pool to any Reference Pool pursuant to any Reference Pool Reallocation Notice, or from any Reference Pool to the Warehouse Facility Pool pursuant to any Warehouse Pool Reallocation Notice, the Initial Beneficiary will identify to the Closed-End Collateral Agent:

(i) Closed-End Leases by account number;

(ii) Closed-End Vehicles by vehicle identification number; and

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(iii) any other assets included in the Warehouse Facility Pool by such description in such form that will permit the Closed-End Collateral Agent to identify such assets separately from any other Closed-End Assets.

(d) Form and Transfer of Closed-End Exchange Notes.

(i) Form. Each Closed-End Exchange Note, together with the Closed-End Administrative Agent’s certificate of authentication on such Closed-End Exchange Note, will be substantially in the form set forth as Exhibit C or in such other form or forms as may be provided in the related Exchange Note Supplement. The Closed-End Exchange Notes may have such marks of identification and such legends or endorsements placed on such Closed-End Exchange Notes as may be determined, consistent with this Collateral Agency Agreement, by the Authorized Officer(s) of the Titling Trustee executing such Closed-End Exchange Notes on behalf of the Borrower, as evidenced by their execution of each such Closed-End Exchange Note. Each Closed-End Exchange Note will be typewritten or printed, as determined by the Authorized Officer(s) of the Titling Trustee executing such Closed-End Exchange Note (acting at the direction of the Initial Beneficiary), as evidenced by such Authorized Officers’ execution of such Closed-End Exchange Note.

(ii) Transfer. Each Closed-End Exchange Note may be transferred only in the manner set forth in Section 6.5.

(iii) Dating. Each Closed-End Exchange Note will be dated the date of its authentication by the Closed-End Administrative Agent.

(iv) Initial Holder. Each Closed-End Exchange Note will, upon its execution and delivery, be issued to, and be payable in favor of, the Initial Beneficiary.

(e) Reallocation of Closed-End Units from a Reference Pool to the Warehouse Facility Pool. The Exchange Noteholder of any Closed-End Exchange Note may from time to time direct, by notice to the Closed-End Collateral Agent in substantially the form set forth as Exhibit G and in accordance with Section 6.2(c) (each such notice, a “Warehouse Pool Reallocation Notice”), that one or more Closed-End Units be reallocated from the Reference Pool relating to such Closed-End Exchange Note to the Warehouse Facility Pool, whereupon, effective as of the date specified in such notice, such Closed-End Units shall be so reallocated, subject, however, to the rights of any Person(s) that have provided financing secured, or otherwise backed, by such Closed-End Exchange Note, so long as any such financing shall remain outstanding. Each such Warehouse Pool Reallocation Notice will include the following information:

(i) The applicable Reference Pool from which such Closed-End Units have been or are to be reallocated;

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(ii) the effective date as to which the applicable Closed-End Units have been, or are to be, reallocated to the Warehouse Facility Pool (the “Warehouse Pool Reallocation Date”); and

(iii) the date as of which all Closed-End Collections on such assets will be applied as Closed-End Collections with respect to the Warehouse Facility Pool, and shall no longer be applied as Closed-End Collections with respect to the Reference Pool from which such assets have been or are to be reallocated.

For purposes of determining the amount and portion of Closed-End Collections that are applicable to any Reference Pool and to the Warehouse Facility Pool, the Closed-End Units that are reallocated pursuant to any Warehouse Pool Reallocation Notice will be deemed to be included in the Warehouse Facility Pool, and will deemed to be no longer included in the Reference Pool from which such Closed-End Units are being reallocated, in each case from and after the Cutoff Date specified in the related Warehouse Pool Reallocation Notice.

Notwithstanding any other part of this Section 6.2(e), it is understood that, in light of the administrative burden associated with the delivery of a Warehouse Pool Reallocation Notice in connection with each reallocation from time to time from a Reference Pool to the Warehouse Facility Pool in connection with an Administrative Repurchase, the Initial Beneficiary may, in lieu of the delivery of a Warehouse Pool Reallocation Notice with respect to any Closed-End Unit(s) that is or are the subject of an Administrative Repurchase, cause such reallocation to be effective (1) by causing a notation reflecting such reallocation to be entered on the books and records of World Omni, as Closed-End Collateral Agent Administrator, acting on behalf of the Closed-End Collateral Agent, or (2) by such other means as may be agreed upon from time to time among the Initial Beneficiary, and the Closed-End Collateral Agent Administrator, with the consent (in the case of this clause (2)) of the Deal Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Section 6.3 Issuance of Closed-End Exchange Notes; Execution, Authentication and Delivery.

(a) Each Closed-End Exchange Note will be executed by an Authorized Officer of the Titling Trustee, on behalf of the Borrower. The signature of such Authorized Officer on the Closed-End Exchange Notes may be manual or facsimile.

(b) Closed-End Exchange Notes bearing the manual or facsimile signature of an individual who was an Authorized Officer of the Borrower at the time such Closed-End Exchange Notes were executed and delivered will bind the Borrower, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Closed-End Exchange Notes by the Closed-End Administrative Agent or did not hold such office at the date of issuance of such Closed-End Exchange Notes.

(c) Each Exchange Note Supplement will set forth:

(i) the date on which the related Closed-End Exchange Note is to be issued (each, an “Exchange Note Issuance Date”);

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(ii) the initial Exchange Note Balance of such Closed-End Exchange Note;

(iii) a schedule identifying the Closed-End Assets initially included in the related Reference Pool;

(iv) the Cutoff Date for the related Reference Pool;

(v) the Exchange Note Interest Rate for such Closed-End Exchange Notes being issued (and, in the case of a floating rate Closed-End Exchange Note, the manner of determining the floating rate);

(vi) a specification of any Exchange Note Defaults set forth in Section 8.7 that are inapplicable to such Closed-End Exchange Note, or are modified with respect to such Closed-End Exchange Note, and any additional events constituting an Exchange Note Default with respect to such Closed-End Exchange Note;

(vii) the Final Scheduled Payment Date of such Closed-End Exchange Note; and

(viii) the conditions precedent to the issuance of such Closed-End Exchange Note (in addition to those set forth in Section 6.4).

Section 6.4 Conditions Precedent to Issuance of Closed-End Exchange Notes; Additional Terms of Exchange Notes.

(a) The issuance of any Closed-End Exchange Note and creation of the related Reference Pool shall be subject to the following conditions precedent (in addition to any additional conditions precedent set forth in the related Exchange Note Supplement pursuant to Section 6.3(c)(viii)), unless and to the extent waived by the Deal Agent, with the consent of each Warehouse Facility Lender:

(i) (x) the payment by the Initial Beneficiary to the Deal Agent of an amount equal to the Initial Beneficiary Purchase Price (which amount shall be distributed by the Deal Agent to the Warehouse Facility Lenders (or the Warehouse Facility Agents on their behalf) according to the respective amount owed to each of them in connection with such issuance including (A) the principal amount of Advances sold by each Warehouse Facility Lender pursuant to Section 6.1 in connection with the related Initial Beneficiary Purchase, (B) the aggregate amount of accrued interest on the such Advances as of the applicable Initial

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Beneficiary Purchase Date and (C) any indemnities or similar amounts payable pursuant to Section 6.1(a)(iii), calculated (in the case of the foregoing clause (A), (B) and (C)) in the manner set forth in Section 6.1(a))) or (y) the payment by the Initial Beneficiary to the Borrower of an amount equal to the Initial Beneficiary Advance Amount, as applicable;

(ii) as of the relevant Exchange Note Funding Date, no Warehouse Facility Termination Event or Unmatured Warehouse Facility Termination Event shall have occurred and be continuing, or would occur as a result of such issuance;

(iii) no Adverse Selection Criteria shall have been used in selecting the applicable Closed-End Assets; and

(iv) the Borrower shall have delivered to the Deal Agent an Officer’s Certificate to the effect that the conditions set forth in clauses (ii) and (iii) of this Section 6.4(a) have been satisfied, together, in the case of a Closed-End Exchange Note issued in connection with an Initial Beneficiary Purchase, with a Borrowing Base Certificate conforming to the requirements of the Receivables Financing Agreements showing that the Aggregate Loan Amount will not exceed the Borrowing Base after giving effect to such Initial Beneficiary Purchase (and corresponding reduction in the Aggregate Loan Amount) and the applicable reallocation of Closed-End Assets to such Reference Pool.

(b) The obligation of the Closed-End Administrative Agent to authenticate any Closed-End Exchange Note and to acknowledge and deliver the related Exchange Note Supplement is subject to the delivery to the Closed-End Administrative Agent of the following:

(i) notice from the Borrower (with a copy to the Deal Agent) specifying the Exchange Note Issuance Date, to be provided at least two (2) Business Days before the Exchange Note Issuance Date;

(ii) the Exchange Note Supplement, executed by each party thereto other than the Closed-End Administrative Agent;

(iii) a Collateral Agency Accession Agreement and Joinder Agreement to the Intercreditor Agreement, in each case executed by the Person that will ultimately acquire (through one or more intermediate Persons) the Closed-End Exchange Note from the Initial Beneficiary on the Exchange Note Issuance Date); and

(iv) an Officer’s Certificate from the Borrower that all conditions precedent to the authentication and delivery of such Closed-End Exchange Note or Closed-End Exchange Notes, as applicable, have been satisfied.

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(c) Following satisfaction of the conditions set forth in Section 6.4(b), the Closed-End Administrative Agent will (i) acknowledge the Exchange Note Supplement and (ii) authenticate and deliver one or more Closed-End Exchange Notes, as applicable, in the form, with an Exchange Note Balance and with the other terms specified in such Exchange Note Supplement.

(d) No Closed-End Exchange Note will be entitled to any benefit under this Collateral Agency Agreement or any Exchange Note Supplement or be valid for any purpose, unless:

(i) the conditions precedent to the issuance of such Closed-End Exchange Note set forth in this Collateral Agency Agreement and in the related Exchange Note Supplement have been satisfied;

(ii) a certificate of authentication appears on such Closed-End Exchange Note; and

(iii) such certificate of authentication is substantially in the form provided for with respect to such Closed-End Exchange Note and is executed by the Closed-End Administrative Agent by the manual or facsimile signature of one of its authorized signatories.

The certificate of authentication appearing upon any Closed-End Exchange Note will be conclusive evidence, and the only evidence, that such Closed-End Exchange Note has been duly authenticated and delivered under this Collateral Agency Agreement.

Notwithstanding the foregoing, the Closed-End Administrative Agent shall not be authorized, permitted or obligated to authenticate any Closed-End Exchange Note, or to acknowledge and deliver the related Exchange Note Supplement, if the Closed-End Administrative Agent has received notice from the Deal Agent to the effect that the conditions set forth in Section 6.4(a) have not been satisfied, unless such notice has been subsequently rescinded (such rescission to occur only upon notice of the Deal Agent to the Closed-End Administrative Agent). The Deal Agent agrees for the benefit of the Borrower that shall not deliver a notice of the type described in the immediately preceding sentence unless the Deal Agent has concluded in good faith following, reasonable investigation, there has been a failure of the conditions set forth in Section 6.4(a).

(e) Each Closed-End Exchange Note will state that (i) any claim that the applicable Exchange Noteholder may seek to enforce at any time against the Borrower will be limited in recourse to the assets included in the related Reference Pool, (ii) if, notwithstanding clause (i), the Exchange Noteholder of such Closed-End Exchange Note is deemed to have any claim against the assets of the Borrower other than the assets described in clause (i), such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Warehouse Facility Secured Parties and to the holders of all other Closed-End Exchange Notes with respect to such assets and (iii) such recitation constitutes an enforceable subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

(f) The Initial Beneficiary hereby releases all claims that it may have under the securities laws or otherwise against the Deal Agent or the Warehouse Facility Secured Parties with respect to any Initial Beneficiary Purchase, Initial Beneficiary Advance or the other transactions contemplated by this Article VI.

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Section 6.5 Registration; Registration of Transfer and Exchange.

(a) The Borrower will cause to be kept a register (the “Exchange Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Borrower will provide for the registration of Closed-End Exchange Notes and the registration of transfers of Closed-End Exchange Notes. The Closed-End Administrative Agent initially will be the “Exchange Note Registrar” and will keep the Exchange Note Register, as agent for and on behalf of the Borrower, for the purpose of the registration and transfer of Closed-End Exchange Notes as provided in this Collateral Agency Agreement. Upon any resignation of the Exchange Note Registrar, the Borrower will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Exchange Note Registrar. If a Person other than the Closed-End Administrative Agent is appointed by the Borrower as Exchange Note Registrar, (i) the Borrower will give the Closed-End Administrative Agent prompt notice of the appointment of such Exchange Note Registrar and of the location, and any change in the location, of the Exchange Note Register, (ii) the Closed-End Administrative Agent will have the right to inspect the Exchange Note Register at all reasonable times and to obtain copies of the Exchange Note Register, and (iii) the Closed-End Administrative Agent will have the right to rely upon a certificate executed on behalf of such Exchange Note Registrar by an Authorized Officer of the Exchange Note Registrar as to the names and addresses of the Exchange Noteholders and the principal amounts and number of such Closed-End Exchange Notes.

(b) Upon surrender for registration of transfer of any Closed-End Exchange Note, if the requirements of Section 8-401(a) of the UCC are met, the Borrower will execute, and the Closed-End Administrative Agent will authenticate and will deliver to the related Exchange Noteholder, in the name of the designated transferee or transferees, a new Closed-End Exchange Note in the same aggregate principal amount.

(c) Each Closed-End Exchange Note issued upon any registration of transfer or exchange of a Closed-End Exchange Note will be the valid obligation of the Borrower, evidencing the same debt, and entitled to the same benefits under this Collateral Agency Agreement and the related Exchange Note Supplement, as the Closed-End Exchange Note surrendered upon such registration of transfer or exchange.

(d) Every Closed-End Exchange Note presented or surrendered for registration of transfer or exchange will be accompanied by a transferee representation letter substantially in the form of Exhibit D (with such changes therein as may be approved by the Closed-End Servicer), signed by the proposed transferee, and such other documents or evidence from the Exchange Noteholder proposing to make such transfer, or from the proposed transferee, as the Closed-End Administrative Agent may require.

(e) Neither the Borrower nor the Closed-End Administrative Agent will impose a service charge on an Exchange Noteholder for any registration of transfer or exchange of a Closed-End Exchange Note, but the Borrower may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of a Closed-End Exchange Note. Notwithstanding the foregoing, in no event will the Deal Agent or the Warehouse Facility Lenders be obligated to pay any such amounts in connection with the issuance of Closed-End Exchange Notes.

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(f) By acceptance of any Closed-End Exchange Note, the Exchange Noteholder thereof (excluding for this purpose the Deal Agent or any Warehouse Facility Lender) agrees with and represents to the Borrower and the Closed-End Administrative Agent, that:

(i) no Transfer of such Closed-End Exchange Note will be made unless the registration requirements of the Securities Act are complied with, or such transfer is exempt from the registration requirements under the Securities Act, and only to either (A) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, (B) an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or (C) the Initial Beneficiary or its Affiliates in a transaction exempt from the registration requirements of the Securities Act and, in each case, such transfer is in accordance with any applicable State securities laws, and the transferee executes and delivers to the Closed-End Administrative Agent a transferee representation letter substantially in the form of Exhibit D;

(ii) either (A) it is not, and is not acquiring and holding such Closed-End Exchange Notes on behalf of, a Plan or a governmental or church plan that is subject to Section 406 of ERISA or Section 4975 of the Code or to any federal, state, foreign or local law that is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code or (B) its acquisition and holding of such Closed-End Exchange Note throughout the period that it holds such Closed-End Exchange Note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental or church plan, a violation of any similar federal, state, foreign or local law). In addition, if the holder is, or is acting on behalf of, a Plan, the fiduciaries of such Plan represent and warrant that they have been informed of and understand the Borrower’s investment objectives, policies and strategies and that the decision to invest such Plan’s assets in such Closed-End Exchange Note was made with appropriate consideration of relevant investment factors with regard to such Plan and is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA;

(iii) none of the Borrower, the Closed-End Administrative Agent or any other Person is under an obligation to register any Closed-End Exchange Note under the Securities Act or any State securities laws. Each Closed-End Exchange Note will bear a legend to the following effect unless determined otherwise by the Closed-End Servicer (as certified to the Closed-End Administrative Agent in an Officer’s Certificate):

“THIS CLOSED-END EXCHANGE NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS CLOSED-END EXCHANGE NOTE, AGREES THAT THIS CLOSED-END EXCHANGE NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (1) TO A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR

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(3) TO THE INITIAL BENEFICIARY OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES, AND SUBJECT TO THE RECEIPT BY THE CLOSED-END ADMINISTRATIVE AGENT OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE CLOSED-END ADMINISTRATIVE AGENT THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS;” and

(iv) As a condition to the registration of any sale, transfer, assignment, participation, pledge or other disposition (each, a “Transfer”) of a Closed-End Exchange Note, the prospective transferee of such Closed-End Exchange Note will be required to represent to the Borrower and the Closed-End Administrative Agent, the following, unless determined otherwise by the Closed-End Servicer (as certified to the Closed-End Administrative Agent in an Officer’s Certificate):

(1) It understands that no subsequent Transfer of the Closed-End Exchange Note is permitted unless it causes its proposed transferee to provide to the Closed-End Administrative Agent and the Borrower a transferee representation letter substantially in the form of Exhibit D (with such changes therein as may be approved by the Closed-End Servicer), or such other statement as the Borrower may require.

(2) It understands that any purported Transfer of a Closed-End Exchange Note (or any interest therein) in contravention of any of the restrictions and conditions contained in this Section 6.5 will be null and void, and the purported transferee in any such purported Transfer will not be recognized by the Borrower or any other Person as an Exchange Noteholder for any purpose.

Section 6.6 Mutilated, Destroyed, Lost or Stolen Closed-End Exchange Notes.

(a) If (i) any mutilated Closed-End Exchange Note is surrendered to the Closed-End Administrative Agent, or the Closed-End Administrative Agent receives evidence to its satisfaction of the destruction, loss or theft of any Closed-End Exchange Note, and (ii) there is delivered to the Closed-End Administrative Agent such security or indemnity as may be required by it to hold the Borrower and the Closed-End Administrative Agent harmless, then, in the absence of notice to the Borrower, the Exchange Note Registrar or the Closed-End Administrative Agent that such Closed-End Exchange Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC (a “Protected Purchaser”), and provided that the requirements of Section 8-405 of the UCC are met, the Borrower will execute, and the Closed-End Administrative Agent will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Closed-End Exchange Note, a replacement Closed-End Exchange Note, except that if any such destroyed, lost or stolen Closed-End Exchange Note (but not a mutilated Closed-End Exchange Note) is due and payable within 7 days or has been called for redemption, instead of issuing a replacement Closed-End Exchange Note, the Borrower may pay such destroyed, lost or stolen Closed-End Exchange Note when so due or payable or upon the Exchange Note Redemption Date applicable to such Closed-End Exchange Note without surrender of

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such Closed-End Exchange Note. If, after the delivery of such replacement Closed-End Exchange Note or payment of a destroyed, lost or stolen Closed-End Exchange Note pursuant to the preceding sentence, a Protected Purchaser of the original Closed-End Exchange Note in lieu of which such replacement Closed-End Exchange Note was issued (or such payment made) presents for payment such original Closed-End Exchange Note, the Borrower and the Closed-End Administrative Agent will be entitled to recover such replacement Closed-End Exchange Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Closed-End Exchange Note (or such payment) from such Person to whom such replacement Closed-End Exchange Note (or such payment) was delivered or any assignee of such Person, except a Protected Purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Closed-End Exchange Note (or such payment) to the extent of any cost, expense, loss, damage, claim or liability incurred by the Borrower or the Closed-End Administrative Agent in connection with such replacement Closed-End Exchange Note (or such payment).

(b) Upon the issuance of any replacement Closed-End Exchange Note under this Section 6.6, the Borrower may require the payment by the Exchange Noteholder of such Closed-End Exchange Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to such replacement Closed-End Exchange Note and any other reasonable expenses of the Borrower and/or the Closed-End Administrative Agent in connection with such replacement Closed-End Exchange Note.

(c) Every replacement Closed-End Exchange Note issued pursuant to this Section 6.6 will constitute an original additional contractual obligation of the Borrower, whether or not the mutilated, destroyed, lost or stolen Closed-End Exchange Note is enforceable by anyone and, except as provided in this Collateral Agency Agreement, will be entitled to all the benefits of this Collateral Agency Agreement equally and proportionately with any and all other Closed-End Exchange Notes duly issued under this Collateral Agency Agreement and the related Exchange Note Supplement.

(d) The provisions of this Section 6.6 are exclusive and preclude, to the extent lawful, all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Closed-End Exchange Notes.

Section 6.7 Payment of Principal of and Interest on the Closed-End Exchange Notes.

(a) Each Closed-End Exchange Note will accrue interest at the applicable Exchange Note Interest Rate, and such interest will be due and payable, in an amount equal to the applicable Exchange Note Interest Amount, on each applicable Closed-End Exchange Note Payment Date. Interest and principal on the Closed-End Exchange Notes will be paid by wire transfer in immediately available funds, to the account of such Exchange Noteholder (as designated by such Exchange Noteholder to the Exchange Note Registrar on or prior to the date such payment is to be made), except that the final installment of principal payable with respect to such Closed-End Exchange Note on a Closed-End Exchange Note Payment Date, an Exchange Note Redemption Date or the Final Scheduled Payment Date will be payable in accordance with Section 6.5(b). Amounts withheld under the Code or any State or local tax law by any Person from a payment to any Exchange Noteholder of interest and/or principal will be considered as having been paid by the Borrower to such Exchange Noteholder for all purposes of this Collateral Agency Agreement and the related Exchange Note Supplement.

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(b) The principal of each Closed-End Exchange Note will be payable in accordance with Article X and the related Exchange Note Supplement. Principal payments will be due on each Closed-End Exchange Note on each Closed-End Exchange Note Payment Date in the amount set forth in the applicable Exchange Note Supplement. The entire outstanding Exchange Note Balance of each Closed-End Exchange Note will become due and payable on the Final Scheduled Payment Date with respect to such Closed-End Exchange Note. Notwithstanding the foregoing, the entire unpaid Exchange Note Balance of any Closed-End Exchange Note will be due and payable on the date on which an Exchange Note Default with respect to such Closed-End Exchange Note has occurred and is continuing, if the applicable Exchange Noteholder has declared such Closed-End Exchange Note to be immediately due and payable in the manner provided in Section 8.7(c). The final installment of principal of each Closed-End Exchange Note will be payable only upon presentation and surrender of such Closed-End Exchange Note to the Exchange Note Registrar.

(c) If the applicable Monthly Exchange Note Report (a copy of which has been delivered to the Closed-End Administrative Agent) indicates that funds are expected to be available for payment in full of the then remaining unpaid principal amount of a Closed-End Exchange Note on a Closed-End Exchange Note Payment Date, then the Closed-End Administrative Agent will notify the applicable Exchange Noteholder of the date on which the Borrower expects that the final installment of principal of and interest on such Closed-End Exchange Note will be paid not later than 5 days prior to such date. Such notice will specify that such final installment will be payable only upon presentation and surrender of such Closed-End Exchange Note and will specify the place where such Closed-End Exchange Note may be presented and surrendered for payment of such installment.

Section 6.8 Cancellation of Closed-End Exchange Notes.

In connection with an optional redemption or payment in full of a Closed-End Exchange Note pursuant to the applicable Servicing Supplement or Exchange Note Supplement, the Exchange Noteholder, by notice to the Borrower, the Closed-End Servicer, the Closed-End Collateral Agent and the Closed-End Administrative Agent, may request that the Borrower cancel the Closed-End Exchange Note. Upon such request, the Borrower will, pursuant to this Section 6.8, cancel the Closed-End Exchange Note and, upon cancellation, if no other Closed-End Exchange Notes related to such Reference Pool are Outstanding, the applicable Reference Pool will be deemed to no longer exist and the Closed-End Units included in such Reference Pool will be deemed to be (without further action of any Person) reallocated to the Warehouse Facility Pool.

ARTICLE VII

RELEASE OF COLLATERAL; ALLOCATION OF COLLATERAL

Section 7.1 Release of Collateral Upon Satisfaction of Certain Secured Obligations.

Upon receipt by the Closed-End Collateral Agent of Officer’s Certificates from each Secured Party stating that (a) all Secured Obligations owed (or deemed owed) to such Secured Party have been paid in full and, if applicable (b) its Commitment has been terminated, the Closed-End Collateral Agent shall (provided that the Borrower shall have made adequate provision for the reasonable expenses of the Closed-End Collateral Agent associated with such release of Collateral and all other amounts payable to the Collateral Agent under this Collateral Agency Agreement and the other Basic Documents) (i) execute and deliver to the Borrower such documents (including UCC termination statements) as shall

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be necessary to release all of the Collateral from the liens or security interest evidenced by the Collateral Documents, which documents shall be prepared by the Borrower and approved by the Closed-End Collateral Agent and (ii) deliver or cause to be delivered to the Borrower, without any representation, warranty or recourse of any kind whatsoever, all property, including all moneys, instruments and securities, of the Borrower then held by the Closed-End Collateral Agent.

Section 7.2 Effect of Release of Collateral.

Upon the effectiveness of the release of the Collateral pursuant to Section 7.1, all right, title and interest of the Closed-End Collateral Agent and the Secured Parties in, to and under the Collateral and the Collateral Documents shall terminate and shall revert to the Borrower, its successors and assigns, and the estate, right, title and interest of the Closed-End Collateral Agent therein shall thereupon cease, terminate and become void. The cancellation and satisfaction of such right, title and interest shall be without prejudice to the rights of the Closed-End Collateral Agent or any successor Closed-End Collateral Agent to charge and be reimbursed for any expenditures that it may thereafter incur in connection therewith.

Section 7.3 No Recourse.

Any release granted by the Closed-End Collateral Agent pursuant to this Article VII shall be without recourse to the Closed-End Collateral Agent.

Section 7.4 Designation of Wind-Down Pool.

(a) Designation of the Wind-Down Pool. On the fifth (5^th) Business Day prior to the Scheduled Commitment Termination Date for any Warehouse Facility with respect to which either (i) the Borrower shall not have requested an extension or (ii) the Alternate Lender under such Warehouse Facility shall not, prior to such date, have provided the Borrower with written notice of its acceptance of Borrower’s request for an extension, if any, and so long as no Warehouse Facility Termination Event shall have occurred and be continuing, and subject to the conditions specified in this Section 7.4, the Closed-End Servicer will designate, by notice to the Closed-End Collateral Agent in substantially the form set forth as Exhibit H and in accordance with Section 7.4(b) (each such notice, a “Wind-Down Pool Reallocation Notice”), a portion of the Closed-End Units included in the Warehouse Facility Pool as the “Wind-Down Pool” with respect to the Warehouse Facility Note related to such Warehouse Facility (the “Wind-Down Note”). Upon the effectiveness of such designation, Closed-End Units designated as being included in the applicable Wind-Down Pool will no longer be part of the Revolving Pool and will not be available to be part of any other Wind-Down Pool until such applicable Wind-Down Note has been repaid in full. Each Wind-Down Note will be payable solely from Closed-End Collections on the Closed-End Units in the related Wind-Down Pool in accordance with the priorities set forth in Article X and the applicable Receivables Financing Agreement. For purposes of determining the amount and portion of Closed-End Collections that are applicable to any Wind-Down Pool, the Closed-End Units included in such Wind-Down Pool will be deemed to have been included in such Wind-Down Pool from and after the Wind-Down Date specified in the Wind-Down Pool Reallocation Notice that designates such Wind-Down Pool.

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Each Wind-Down Pool Reallocation Notice will include the following information:

(i) The applicable Wind-Down Pool to which such Closed-End Assets are to be reallocated; and

(ii) the applicable Wind-Down Date, which shall also be (A) the effective date as of which the applicable Closed-End Units are to be reallocated to the applicable Wind-Down Pool and (B) the date as of which all Closed-End Collections on such assets will be applied as Wind-Down Pool Collections with respect to the Wind-Down Pool to which such assets are to be reallocated.

Subject to the conditions set forth in the next sentence, and as of the Wind-Down Date set forth in the applicable Wind-Down Pool Reallocation Notice, the Closed-End Assets identified therein will be reallocated to the applicable Wind-Down Pool set forth in the Wind-Down Pool Reallocation Notice. Each such reallocation pursuant to this subsection (a) shall be subject to the following conditions:

(A) as of such Wind-Down Date, no Warehouse Facility Termination Event or Unmatured Warehouse Facility Termination Event (other than an Unmatured Warehouse Facility Termination Event relating to a Termination Event described in clause (ii) in the parenthetical set forth in clause (b) of the definition of Warehouse Facility Termination Event in the Receivables Financing Agreement for the applicable Wind-Down Facility) shall have occurred and be continuing, or would occur as a result of such reallocation;

(B) the Borrower shall have delivered to the Deal Agent and each Warehouse Facility Agent (1) an Officer’s Certificate, which includes reasonably detailed calculations supporting the statements therein, to the effect that the conditions set forth in clause (A), above, and clauses (D) and (E), below, have, in each case, been satisfied, and (2) a Borrowing Base Certificate conforming to the requirements of the Receivables Financing Agreements showing that the Aggregate Loan Amount will not exceed the Borrowing Base after giving effect to such reallocation (and consequent reduction of the Aggregate Loan Amount) to occur in connection therewith;

(C) the Outstanding Principal Balance of the Closed-End Assets allocated to the Wind-Down Pool shall be sufficient to ensure that the outstanding principal balance under the applicable Wind-Down Warehouse Facility as of the Wind-Down Date shall be no greater than the applicable Wind-Down Borrowing Base;

(D) in selecting the Closed-End Assets for allocation to a Wind-Down Pool, the Closed-End Servicer shall employ no Adverse Selection Criteria;

(E) the Closed-End Servicer shall select Closed-End Assets for allocation to a Wind-Down Pool on a random basis; provided, however, that with respect to any Specified Parameter, in no event will the fraction, expressed as a percentage, (1) the numerator of which is equal to the absolute value of the difference between (a) such Specified Parameter computed with respect to the Closed-End Assets included in the Warehouse Facility Pool minus (b) such Specified Parameter computed with respect to the Closed-End Assets included in such Wind-Down Pool and (2) the denominator of which is equal to such Specified Parameter computed with respect to the Closed-End Assets included in such Warehouse Facility Pool, measured in each case as of the related Wind-Down Date, be greater than the Permitted Variance for such Specified Parameter; and

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(F) as of the Wind-Down Date, the Borrower has complied with Section 9.1(j) of each Receivables Financing Agreement.

(b) Identification of Assets. In identifying Closed-End Assets in the Warehouse Facility Pool to be allocated to any Wind-Down Pool, the Closed-End Servicer will identify to the Closed-End Collateral Agent:

(i) Closed-End Leases by account number;

(ii) Closed-End Vehicles by vehicle identification number; and

any other assets included in the Warehouse Facility Pool by such description in such form that will permit the Closed-End Collateral Agent to identify such assets separately from any other Closed-End Assets.

Section 7.5 Reallocation of Assets from Wind-Down Pool.

Following payment in full of all Secured Obligations owed (or deemed owed) to any Wind-Down Lender, the Closed-End Assets included in the related Wind-Down Pool shall automatically, without further action by any party, be reallocated to the Revolving Pool; provided, however, that the Closed-End Servicer may elect, by delivery of a Reference Pool Reallocation Notice in accordance with Section 6.2(b), copies of which Reference Pool Reallocation Notice will be provided to the Deal Agent and each Warehouse Facility Agent, to have the Closed-End Assets included in such Wind-Down Pool reallocated, following payment in full of such Secured Obligations, to the Reference Pool designated in such Reference Pool Reallocation Notice (provided, however, that, for the avoidance of doubt, such reallocation pursuant to this Section 7.5 shall not be contingent on the conditions listed in subclauses (A) through (D) of Section 6.2(b)).

ARTICLE VIII

REMEDIES

Section 8.1 Default Notice.

After any Secured Party (or the Deal Agent on behalf of any Warehouse Facility Secured Party) has given the Closed-End Collateral Agent a Default Notice (and so long as such Default Notice has not been withdrawn), the Required Secured Parties with respect thereto (or the Deal Agent on behalf of the Required Warehouse Lenders in the case of a Default Notice in respect of a Warehouse Facility) may direct the Closed-End Collateral Agent to take any action the Closed-End Collateral Agent is permitted to take after delivery of a Default Notice (or after the occurrence of the Warehouse Facility Termination Event or Exchange Note Default giving rise to such Default Notice) under applicable law, this Collateral Agency Agreement or any Receivables Financing Agreement, Exchange Note Supplement or Collateral Document, and, subject to Section 8.13, upon receiving such direction, the Closed-End Collateral Agent shall forthwith commence such action. The Deal Agent or the Secured Party that delivered a Default Notice shall be entitled to withdraw the Default Notice by delivering written notice of such withdrawal to the Closed-End Collateral Agent (i) before the Closed-End Collateral Agent takes any action to exercise any remedy with respect to the Collateral, or (ii) thereafter, if the Secured Parties

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indemnify the Closed-End Collateral Agent with respect to all reasonable costs and expenses incurred by the Closed-End Collateral Agent in connection with reversing all actions the Closed-End Collateral Agent has taken to exercise any remedy or remedies with respect to the Collateral. Nothing in this Section 8.1 is intended to modify the rights that the Closed-End Collateral Agent has by law or under this Collateral Agency Agreement or any other agreement for the benefit of the Secured Parties with respect to the Borrower or the Collateral, but rather is intended to provide a mechanism for the enforcement of such rights and performance of incidental actions.

Section 8.2 Remedies Generally.

(a) To the extent permitted by applicable law and the Security Agreement, the Borrower hereby waives presentment, demand, protest or any notice of any kind in connection with this Collateral Agency Agreement, any Collateral, each Closed-End Exchange Note and each other instrument issued pursuant to any Receivables Financing Agreement or Exchange Note Supplement.

(b) The Borrower hereby irrevocably constitutes and appoints the Closed-End Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of the Borrower, from time to time in the Closed-End Collateral Agent’s discretion, for the purpose of carrying out the terms of this Collateral Agency Agreement and the Collateral Documents, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, hereby gives the Closed-End Collateral Agent the power and right on behalf of the Borrower, without notice to or assent by the Borrower, to do the following:

(i) ask for, demand, sue for, collect, receive and/or give acquittance for any and all money due or to become due upon or by virtue hereof and thereof;

(ii) receive, take, endorse, assign and/or deliver any and all checks, notes, drafts, acceptances, documents and/or other negotiable and non-negotiable instruments and chattel paper taken or received by the Closed-End Collateral Agent in connection herewith and therewith;

(iii) commence, file, prosecute, defend, settle, compromise or adjust any claim, suit, action or proceeding with respect hereto and thereto or in connection herewith and therewith, in each case relating to the Collateral;

(iv) sell, transfer, assign and/or otherwise deal in or with the Collateral or any part thereof as fully and effectually as if the Closed-End Collateral Agent were the absolute owner thereof;

(v) make demands, give consents and releases, and/or exercise any other rights contemplated and/or permitted by the Collateral Documents;

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(vi) do, at its option and at the expense and for the account of the Borrower, at any time and from time to time, all acts and things that the Closed-End Collateral Agent deems necessary to protect or preserve the Collateral and to realize upon the Collateral; and

(vii) in the circumstances described in clause (d) below, perform the affirmative obligations of the Borrower hereunder;

provided, however, that, the Closed-End Collateral Agent will not take any of the actions described in clauses (i) through (vi) unless the Closed-End Collateral Agent has received (A) a Default Notice or (B) a notice of unmatured default under, or with respect to, any Warehouse Facility or Closed-End Exchange Note arising from either (1) a failure to pay timely principal and interest with respect thereto or (2) the bankruptcy or insolvency of the Borrower or Closed-End Servicer, in either case from a Warehouse Facility Lender (and only for so long as such Default Notice or other notice has not been withdrawn).

The Borrower acknowledges that the foregoing power of attorney is coupled with an interest and is irrevocable.

(c) Upon receipt of a Default Notice, but subject to this Article VIII, (i) the Closed-End Collateral Agent shall have the right and power to institute and maintain such suits and proceedings as it or the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) may deem appropriate to protect and enforce the rights vested in it by this Collateral Agency Agreement and each Collateral Document and (ii) the Closed-End Collateral Agent may proceed by suit or suits at law or in equity to enforce such rights, foreclose upon the Collateral and/or sell all or any of the Collateral under the judgment or decree of a court of competent jurisdiction, provided that nothing in this Section 8.2 shall be construed to impose a duty on the Closed-End Collateral Agent to take any discretionary action without first receiving direction from the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf).

(d) If at any time the Borrower fails to perform any agreement contained herein or in any Collateral Document, the Closed-End Collateral Agent may, after not less than five Business Days’ notice to the Borrower of its intent to do so, itself perform, or cause the performance of, such agreement, and the reasonable expenses of the Closed-End Collateral Agent incurred in connection therewith shall be payable by the Borrower pursuant to Section 2.3.

Section 8.3 Appointment of a Receiver.

If a receiver of the Collateral shall be appointed in judicial proceedings, the Closed-End Collateral Agent or the Closed-End Administrative Agent may be appointed as such receiver. Notwithstanding the appointment of a receiver, the Closed-End Collateral Agent and the Closed-End Administrative Agent shall be entitled to retain possession and control of all cash held by or deposited with it or its agents pursuant to any provision of this Collateral Agency Agreement or any Collateral Document.

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Section 8.4 Exercise of Powers.

All of the powers, remedies and rights of the Closed-End Collateral Agent as set forth in this Collateral Agency Agreement may be exercised by the Closed-End Collateral Agent in respect of any Collateral Document as though set forth at length therein and all the powers, remedies and rights of the Closed-End Collateral Agent and the Secured Parties as set forth in any Collateral Document may be exercised from time to time as herein and therein specified, provided that nothing in this Section shall be construed to impose a duty on the Closed-End Collateral Agent to take any discretionary action without first receiving direction from the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf).

Section 8.5 Actions of the Collateral Agent Upon Default.

(a) Subject to Section 8.13, if the Closed-End Collateral Agent shall have received a Default Notice:

(i) The Closed-End Collateral Agent shall take such action as is required by this Article VIII and take such other action as the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) shall request in writing; and

(ii) The Closed-End Collateral Agent shall follow the written directions of the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) with respect to the time, method and place of taking any action required by the preceding clause (i) or, if no such direction is provided, then the Closed-End Collateral Agent may take such action in the manner it deems advisable in order to protect the interests of the Secured Parties, provided that nothing in this Section shall be construed to impose a duty on the Closed-End Collateral Agent to take any discretionary action without first receiving direction from the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf).

(b) Nothing in this Section 8.5 shall impair the right of the Closed-End Collateral Agent in its discretion to take or omit to take any action deemed proper by the Closed-End Collateral Agent and which action or omission is not inconsistent with the direction of the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf); provided, however, that, the Closed-End Collateral Agent shall not be under any obligation to take any action that is left to the discretion of the Closed-End Collateral Agent under the provisions hereof without the prior written direction of the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) without first being reasonably satisfied that it is or will be duly indemnified for any loss, costs or damage caused by, or in connection with, its taking such action (except any loss, costs or damage caused by its own gross negligence or willful misconduct) or that could reasonably be expected to subject the Closed-End Collateral Agent to liability against which indemnity would not be satisfactory.

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Section 8.6 Warehouse Facility Remedies.

Without limiting the generality of Section 8.5:

(a) Following the occurrence and during the continuation of a Facility Servicer Event of Default or a Warehouse Facility Servicer Default, the Required Warehouse Lenders may direct the Deal Agent to terminate the rights and obligations of the Closed-End Servicer and appoint a new Person acceptable to the Required Warehouse Lenders to perform the duties of Closed-End Servicer under the Closed-End Servicing Agreement, all in accordance with and subject to Article VIII of the Closed-End Servicing Agreement;

(b) after the Closed-End Collateral Agent has received a Default Notice (that has not been withdrawn), the Required Warehouse Lenders (or the Deal Agent on their behalf) may direct the Closed-End Collateral Agent to give notice to the Company Account Bank, as provided in the Company Account Agreement, of the exercise by the Closed-End Collateral Agent of exclusive dominion and control over the Company Account; provided, however, that, any such notice may be given only pursuant to and in accordance with the terms of, and procedures set forth in, the Company Account Agreement;

(c) after the Closed-End Collateral Agent has taken control of the Company Account in the manner set forth in Section 8.6(b), the Closed-End Collateral Agent shall direct the Company Account Bank to withdraw from the Company Account, and deposit into the Lease Funding Account, all Closed-End Collections with respect to the Warehouse Facility Pool that are on deposit in the Company Account. The Closed-End Administrative Agent shall apply such amounts in accordance with the terms of this Collateral Agency Agreement;

(d) after the Closed-End Collateral Agent has received a Default Notice (that has not been withdrawn), the Required Warehouse Lenders (or the Deal Agent on their behalf) may direct the Closed-End Collateral Agent to give notice to the Lease Funding Account Bank, as provided in the Lease Funding Account Agreement, of the exercise by the Closed-End Collateral Agent of exclusive dominion and control over the Lease Funding Account; provided, however, that, any such notice may be given only pursuant to and in accordance with the terms of, and procedures set forth in, the Lease Funding Account Agreement.

Section 8.7 Exchange Note Defaults.

(a) Events Constituting Exchange Note Default. Except to the extent otherwise provided in the related Exchange Note Supplement, any of the following events or occurrences with respect to any Closed-End Exchange Note will constitute an “Exchange Note Default,” solely with respect to such Closed-End Exchange Note:

(i) Failure to Pay Principal. The Borrower fails to pay or cause to be paid any principal of such Closed-End Exchange Note on the applicable Final Scheduled Payment Date and, if such failure is due to an administrative omission, mistake or technical difficulty, such failure continues for five (5) Business Days after the date when such principal became due or such other length of time as specified in the Exchange Note Supplement;

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(ii) Failure to Pay Interest. The Borrower fails to pay or cause to be paid any part of the Exchange Note Interest Amount, as specified in the Exchange Note Supplement, when due, and such failure continues for five (5) Business Days after the due date or such other length of time as specified in the Exchange Note Supplement;

(iii) Breach of Covenant. There is a default in the observance or performance of any covenant or agreement of the Borrower made in this Collateral Agency Agreement or the related Exchange Note Supplement (other than a covenant or agreement, a default in the observance or performance of which is specifically covered by another Exchange Note Default), the Exchange Noteholders of such Closed-End Exchange Note are materially and adversely affected by such default and such default is not cured (x) on or before the 60th day after the Borrower has received a notice from such Exchange Noteholders that states that it is a “Notice of Exchange Note Default” and specifies the default or (y) within the period specified in the related Exchange Note Supplement; and

(iv) Breach of Representation or Warranty. Any representation or warranty of the Borrower made in this Collateral Agency Agreement, the Exchange Note Supplement or in any certificate or other document delivered in connection with this Collateral Agency Agreement or the related Exchange Note Supplement with respect to such Closed-End Exchange Note proves to have been incorrect as of the time made, the Exchange Noteholders of such Closed-End Exchange Note are materially and adversely affected by such incorrectness and such incorrectness is not cured (x) on or before the 60th day after the Borrower has received a notice from such Exchange Noteholders that states that it is a “Notice of Exchange Note Default” and specifies the default or (y) within the period specified in the related Exchange Note Supplement.

(b) Notice of Exchange Note Default. Within 5 Business Days after an Authorized Officer of the Borrower first has actual knowledge of the occurrence of an Exchange Note Default with respect to any Closed-End Exchange Note, the Borrower will notify the Closed-End Servicer, the Closed-End Administrative Agent, the Deal Agent and the related Exchange Noteholder of its status and what action, if any, the Borrower is taking or proposing to take with respect to such Exchange Note Default.

(c) Acceleration of Closed-End Exchange Note Following Default. If an Exchange Note Default occurs and is continuing with respect to any Closed-End Exchange Note, the related Exchange Noteholder may, by notice to the Borrower, the Closed-End Servicer, the Closed-End Collateral Agent and the Closed-End Administrative Agent, declare such Closed-End Exchange Note to be immediately due and payable, and upon any such declaration the Exchange Note Balance of such Closed-End Exchange Note and any more senior Closed-End Exchange Note related to the same Reference Pool, together with accrued and unpaid interest thereon through the date of acceleration, will become immediately due and payable.

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Section 8.8 Closed-End Exchange Note Remedies.

(a) If an Event of Bankruptcy or an Exchange Note Default has occurred and is continuing (and in the case of an Exchange Note Default, the Exchange Noteholder has taken the action described in Section 8.7(c)), subject to Article X, the related Exchange Noteholder may (i) commence appropriate Proceedings and pursue any of its other rights, remedies, powers or privileges under this Collateral Agency Agreement or otherwise; and (ii) direct the Closed-End Collateral Agent to and the Closed-End Collateral Agent will (x) institute Proceedings for the complete or partial foreclosure on the Closed-End Leases and Closed-End Vehicles included in the related Reference Pool; (y) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of such Exchange Noteholder; and/or (z) sell or otherwise liquidate all or a portion of the Collateral included in the Reference Pool with respect to such Closed-End Exchange Note, or any right or interest included in such Collateral, at one or more public or private sales called and conducted in any manner permitted by law.

(b) The proceeds of any liquidation or sale of the Collateral included in any Reference Pool pursuant to Section 8.8(a)(ii)(z) will be applied in accordance with the applicable Exchange Note Supplement.

Section 8.9 Remedies Not Exclusive.

(a) No remedy conferred upon or reserved to the Closed-End Collateral Agent, the Warehouse Facility Secured Parties or the Exchange Noteholder herein or in the Collateral Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in the Collateral Documents or now or hereafter existing at law, in equity or by statute.

(b) No delay or omission of the Closed-End Collateral Agent, the Closed-End Administrative Agent, any Warehouse Facility Secured Party or any Exchange Noteholder, as applicable, to exercise any right or remedy whether accruing upon any Warehouse Facility Termination Event or Exchange Note Default or otherwise will impair any such right or remedy or constitute a waiver of or any acquiescence of such right or remedy. Every right and remedy conferred by this Collateral Agency Agreement or any other Collateral Document or Basic Document or by law to the Closed-End Collateral Agent, the Warehouse Facility Secured Parties or any Exchange Noteholder, as applicable, may be exercised from time to time, and as often as may be deemed expedient, by the Closed-End Collateral Agent, the Warehouse Facility Secured Parties or by the Exchange Noteholder, as the case may be.

(c) In case the Closed-End Collateral Agent shall have proceeded to enforce any right, remedy or power under this Collateral Agency Agreement or any Collateral Document or Basic Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Closed-End Collateral Agent, then and in every such case the Borrower, the Closed-End Collateral Agent and the Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder and under such Collateral Document with respect to the Collateral and in all other respects, and thereafter all rights, remedies and powers of the Closed-End Collateral Agent shall continue as though no proceeding had been taken.

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(d) All rights of action and rights to assert claims upon or under this Collateral Agency Agreement and the Collateral Documents may be enforced by the Closed-End Collateral Agent without the possession of any debt instrument or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Closed-End Collateral Agent shall be brought in its name as Closed-End Collateral Agent and any recovery of judgment shall be held as part of the Collateral.

Section 8.10 Waiver of Certain Rights.

The Borrower, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including any and all subsequent creditors, vendees, assignees and lienors, expressly waives and releases any, every and all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of the Security Agreement or this Collateral Agency Agreement and consents and agrees that all the Collateral at any such sale may be offered and sold as an entirety.

Section 8.11 Waiver of Past Defaults under Closed-End Exchange Notes.

(a) Prior to the declaration of the acceleration of the maturity of the applicable Closed-End Exchange Note as provided in Section 8.7(c), the Exchange Noteholder may waive or rescind, by notice to the Closed-End Administrative Agent, any past Exchange Note Default, and its consequences; provided, however, that, the Closed-End Servicer has deposited into the applicable Exchange Note Collection Account established with respect to the related Reference Pool a sum sufficient to pay:

(i) all payments of principal of and interest on the applicable Closed-End Exchange Note and all other amounts that would then be due under such Closed-End Exchange Note if the Exchange Note Default giving rise to such acceleration had not occurred; and

(ii) all other amounts owed in respect of the applicable Closed-End Exchange Note in accordance with this Collateral Agency Agreement, the related Exchange Note Supplement and the other Basic Documents.

(b) Upon any such waiver or rescission, such Exchange Note Default will cease to exist and be deemed to have been cured and not to have occurred, but no such waiver or rescission will extend to any subsequent or other Exchange Note Default, or impair any right consequent thereto. Any such rescission, consent or waiver by an Exchange Noteholder will be conclusive and binding upon such Exchange Noteholder and upon all future holders of such Closed-End Exchange Note and of any Closed-End Exchange Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such rescission, consent or waiver is made upon such Closed-End Exchange Note.

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Section 8.12 Limitation on Closed-End Collateral Agent’s Duties in Respect of Collateral.

Beyond its duties set forth in this Collateral Agency Agreement, the Closed-End Collateral Agent shall not have any duty to the Secured Parties as to any Collateral in its possession or control or in the possession or control of any agent or nominee of it or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

Section 8.13 Limitation by Law.

All rights, remedies and powers provided by this Article VIII may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Article VIII are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they will not render this Collateral Agency Agreement invalid, unenforceable in whole or in part or not entitled to be recorded, registered, or filed under the provisions of any applicable law.

Section 8.14 Absolute Rights of Secured Parties.

Notwithstanding any other provision of this Collateral Agency Agreement or any provision of any Collateral Document, the right of each Secured Party, which is absolute and unconditional, to receive payments of the Secured Obligations held by such Secured Party on or after the due date thereof as set forth in the applicable Basic Documents, to institute suit for the enforcement of such payment on or after such due date, or to assert its position as a secured creditor in a case under the Bankruptcy Code in which the Borrower is a debtor, or the obligation of any Person, which is also absolute and unconditional, to pay the Secured Obligations to the Secured Parties at the time and place expressed therein shall not be impaired or affected without the consent of such Secured Party. In addition, every right of each Secured Party to receive payment or security from sources other than the Collateral shall not be, and is not hereby, impaired or affected.

Section 8.15 Restricted Pool Condition.

In the event that the Closed-End Collateral Agent becomes aware that a failure of a Restricted Pool Condition with respect to the Warehouse Facility Pool or any Reference Pool has occurred under the Master Exchange Agreement, the Closed-End Collateral Agent shall deliver notice to each of the Warehouse Facility Secured Parties (in the case of a Restricted Pool Condition with respect to the Warehouse Facility Pool) or the applicable Exchange Noteholder (in the case of a Restricted Pool Condition with respect to its related Reference Pool). Upon the direction of the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf), the Closed-End Collateral Agent shall deliver to the Qualified Intermediary a notice in the form set forth as Exhibit B (a “Restricted Pool Condition Failure Notice”), with copies to the Closed-End Servicer and the Deal Agent.

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ARTICLE IX

AMENDMENTS

Section 9.1 Amendments Without Consent of Exchange Noteholders or Warehouse Facility Lenders.

(a) The Borrower, the Closed-End Collateral Agent, the Closed-End Administrative Agent and the Deal Agent may enter into one or more Collateral Documents or amendments to this Collateral Agency Agreement, without the consent of the Exchange Noteholders or the Warehouse Facility Lenders:

(i) to cure any ambiguity in, or to correct or supplement the description of any property subject to the security interest granted under, the Security Agreement, or better to assure, convey and confirm unto the Closed-End Collateral Agent any property subject or required to be subjected to the security interest granted under the Security Agreement, or to subject to the security interest granted under the Security Agreement additional property;

(ii) to add to the covenants of the Borrower, or to surrender any right or power conferred upon the Borrower in this Collateral Agency Agreement, in each case for the benefit of the Secured Parties;

(iii) to convey, transfer, assign, mortgage or pledge any property to the Closed-End Collateral Agent;

(iv) to cure any ambiguity in or to correct or supplement any provision in this Collateral Agency Agreement that may be inconsistent with any other provision in this Collateral Agency Agreement or in any amendment or to make any other provisions with respect to matters or questions arising under this Collateral Agency Agreement which will not be inconsistent with the provisions of this Collateral Agency Agreement; provided that such action does not materially adversely affect the interests of the Exchange Noteholders; or

(v) to evidence the acceptance of the appointment under this Collateral Agency Agreement of a successor Closed-End Administrative Agent, successor Closed-End Collateral Agent or successor Deal Agent.

All amendments pursuant to this Section 9.1 will be in form reasonably satisfactory to the Closed-End Administrative Agent. The Closed-End Administrative Agent and the Closed-End Collateral Agent are authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be contained in such amendment.

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Section 9.2 Amendments with Consent of Warehouse Facility Lenders but Without Consent of Exchange Noteholders.

Subject to Section 9.4, the Borrower, the Closed-End Collateral Agent, the Closed-End Administrative Agent, the Required Warehouse Lenders and the Deal Agent may enter into one or more amendments to this Collateral Agency Agreement, without the consent of the Exchange Noteholders, to add any provisions to, or change any manner or eliminate any of the provisions of, this Collateral Agency Agreement or modify in any manner the rights of the Exchange Noteholders under this Collateral Agency Agreement and any Exchange Note Supplement; provided, that (i) the Borrower delivers an Officer’s Certificate to the Closed-End Administrative Agent to the effect that such amendment will not materially adversely affect the interests of any Exchange Noteholder (other than Exchange Noteholders who have consented to such amendment) and (ii) the Exchange Note Supplements may require the consent of the Exchange Noteholders or other Persons to, or may impose additional restrictions on, amendments to this Collateral Agency Agreement, so long as such additional consent rights or restrictions do not impair the rights of the Borrower, the Closed-End Collateral Agent, the Closed-End Administrative Agent and the Warehouse Facility Secured Parties, as otherwise provided in this Article IX, to make amendments to this Collateral Agency Agreement that relate solely to the Warehouse Facility Secured Parties, the Warehouse Facilities and/or the Warehouse Facility Pool.

Section 9.3 Amendments with Consent of Exchange Noteholders.

Subject to Section 9.4, this Collateral Agency Agreement may be amended (in any manner and for any purpose) by the Borrower, the Closed-End Collateral Agent, the Required Warehouse Lenders, the Deal Agent and the Closed-End Administrative Agent; provided, however, that, each Exchange Noteholder of an Outstanding Closed-End Exchange Note has consented to such amendment.

Section 9.4 Modifications Requiring Consent of All Warehouse Facility Lenders.

Notwithstanding anything to the contrary in Sections 9.2 and 9.3, no amendment or waiver shall, without the prior written consent of each Warehouse Facility Lender:

(i) amend, modify or waive any provision of Section 2.1 or 2.8, Articles VI or XI, this Section 9.4 or, insofar as they relate to Section 2.8, Sections 8.1, 8.2, 8.4 and 8.6 without the written consent of each Warehouse Facility Lender; or

(ii) change the definition of “Commitment”, “Default Notice”, “Percentage”, “Required Secured Parties”, “Required Warehouse Lender”, “Revolving Lender”, “Revolving Warehouse Facility”, “Revolving Warehouse Facility Secured Party”, “Secured Obligations”, “Secured Party”, “Voting Percentage”, “Warehouse Facility Lenders”, “Warehouse Facilities” (other than to reflect the addition of an Additional Warehouse Facility in accordance with Section 2.1(b)), “Warehouse Facility Secured Party”, “Wind-Down Borrowing Base”, “Wind-Down Lender”, “Wind-Down Warehouse Facility” or “Wind-Down Facility Secured Party”, as such definitions apply to this Collateral Agency Agreement.

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Section 9.5 Tax Opinion Requirement.

Notwithstanding any other part of this Article IX, so long as any Closed-End Exchange Notes remain Outstanding, no amendment to this Collateral Agency Agreement or any Exchange Note Supplement will be effective unless the Borrower delivers an Opinion of Counsel to the Closed-End Administrative Agent, in form reasonably satisfactory to it, to the effect that such amendment will not (a) cause any Closed-End Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (b) cause the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

Section 9.6 Execution of Amendments.

In executing any amendment permitted by this Article IX, each of the Closed-End Collateral Agent and the Closed-End Administrative Agent may require, and, subject to the applicable limitations on exculpation and liability as are set forth in Section 3.3, Section 4.3, Section 5.3 and/or Section 5.4, as applicable to such Person, will be fully protected in relying upon, an Opinion of Counsel stating that (i) the execution of such amendment is authorized or permitted by this Collateral Agency Agreement and (ii) all conditions precedent to the execution and delivery of such amendment have been satisfied. Each of the Closed-End Collateral Agent and the Closed-End Administrative Agent may, but is not be obligated to, enter into any such amendment that affects such party’s own rights, powers, duties, obligations, liabilities or immunities under this Collateral Agency Agreement.

ARTICLE X

APPLICATION OF CLOSED-END COLLECTIONS; CREDITORS’ RELATIONS

Section 10.1 Allocation of Closed-End Collections.

The Secured Parties, by entering into this Collateral Agency Agreement, acknowledge and agree that, notwithstanding that the obligations arising under the Warehouse Facilities and the Closed-End Exchange Notes are secured, pursuant to the Security Agreement, by a single security interest in all of the Collateral (i) each such Person will be subject to the limitation of recourse, waiver of claims and rights, and subordination provisions set forth in this Article X and (ii) all Closed-End Collections will be applied in accordance with the priorities and procedures set forth in this Article X.

Section 10.2 Application of Closed-End Collections on the Revolving Pool Prior to Default.

Except during the effective time of any Default Notice delivered pursuant to Section 8.1, (A) all Revolving Pool Excess Funds and Closed-End Warehouse Additional Amounts designated by the Servicer for allocation to the Revolving Pool from time to time withdrawn from the Lease Funding Account and deposited into the Company Account pursuant to Section 5.2(b)(v) of the Closed-End Servicing Agreement, (B) all payments received by the Borrower under any Qualifying Hedge Contract entered into in connection with the Revolving Pool and (C) any capital contributions made pursuant to Section 5.1(a) of the Closed-End Servicing Agreement and designated by ALF LLC as having been made in respect of the Revolving Pool shall be applied on each Payment Date (or, with respect to clauses “FOURTH” and “FIFTH” below, from time to time) by the Closed-End Servicer as follows:

FIRST, with respect to any Qualifying Hedge Contract entered into with respect to the Revolving Pool, any net payments owing to the related Hedge Counterparty under such Qualifying Hedge Contract (excluding any payment amounts due to the related Hedge Counterparty in respect of any early termination of the such Qualifying Hedge Contract);

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SECOND, to each Revolving Warehouse Facility Agent, for the account of the related Revolving Facility Lenders, all accrued and unpaid interest (other than any Subordinated Interest) on all Advances made by such Revolving Facility Lenders under the related Warehouse Facility;

THIRD, to each Revolving Warehouse Facility Agent, for its own account and for the account of the related Revolving Facility Lenders, all accrued and unpaid Fees that are currently due and payable under the related Receivables Financing Agreement and/or the related Fee Letter;

FOURTH, on or prior to the sixth Business Day following a day on which the Aggregate Loan Amount exceeds the Borrowing Base, to the Revolving Warehouse Facility Agents, for the accounts of each and for the accounts of the related Revolving Lenders, a prepayment of the outstanding Advances made by the Revolving Lenders in an amount equal to the amount necessary to reduce the Aggregate Loan Amount such that it is equal to or less than the Borrowing Base, such amount to be allocated among the Revolving Warehouse Facilities at the Borrower’s discretion; provided, that if payment of such amount is to be made on a Payment Date, it will be allocated, pro rata, among each Revolving Warehouse Facility Agent, for its own account and for the account of the related Revolving Lenders;

FIFTH, to any Revolving Warehouse Facility Agent, for its own account and for the account of the related Revolving Lenders, first, payment of the principal amount of outstanding Advances made by such Revolving Lenders when due in accordance with the related Revolving Warehouse Facilities and second, prepayment in accordance with Section 4.1(a) of the applicable Receivables Financing Agreement of all or a portion of the principal amount of outstanding Advances made by such Revolving Facility Lenders;

SIXTH, to each Revolving Warehouse Facility Agent for the account of the related Revolving Lenders, the portion, if any, of the accrued and unpaid interest on all Advances made by such Revolving Lenders under the related Revolving Warehouse Facilities that constitutes Subordinated Interest;

SEVENTH, with respect to any Qualifying Hedge Contract entered into with respect to the Revolving Pool, any payment amounts due to the related Hedge Counterparty in respect of any early termination of the such Qualifying Hedge Contract and any other amounts payable by the Borrower to such Hedge Counterparty under such Qualifying Hedge Contract and not previously paid;

EIGHTH, to the payment when due of the Revolving Pool Share of all other amounts that are currently due and payable by the Borrower to the Warehouse Facility Secured Parties;

NINTH, solely if and to the extent directed by the Closed-End Servicer, on behalf of the Borrower (but subject to the other terms of this Collateral Agency Agreement, and to the terms of any Exchange Note Supplement and each other Basic Document), to the payment when due or (if the Closed-End Servicer so elects) prepayment of any other obligations, liabilities or expenses of the Borrower (or, if applicable, the Revolving Pool Share of such obligations, liabilities or expenses) that were not paid on such date pursuant to clauses “FIRST” through “EIGHTH,” above; and

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TENTH, as to all remaining amounts, to be applied, as directed by the Titling Trust Administrator, acting on behalf of the Titling Trust, to any other legal and valid corporate purposes of the Borrower to the extent otherwise permitted under this Collateral Agency Agreement, the Receivables Financing Agreements and the other Basic Documents (which purposes may include, except as may be otherwise expressly prohibited under this Collateral Agency Agreement, any Receivables Financing Agreement or any other Basic Document which the Borrower is bound, the making of a distribution to the Holder or Holders of the Certificates representing the Beneficial Interest in the Closed-End Collateral Specified Interest).

Section 10.3 Application of Closed-End Collections on the Revolving Pool After Default; Application of Closed-End Collections on any Wind-Down Pool.

(a) No later than 2:00 p.m. (New York time) on each Payment Date following the occurrence of any Warehouse Facility Termination Event or during and Wind-Down Pool Delay Period, the Closed-End Administrative Agent shall withdraw all available funds on deposit in the Lease Funding Account that relate to Revolving Pool Collections as of the close of business on the last day of the immediately preceding calendar month and apply such amounts, together with (A) all payments received by the Borrower under any Qualifying Hedge Contract entered into with respect to the Revolving Pool and (B) any capital contributions made pursuant to Section 5.1(c) of the Closed-End Servicing Agreement and designated by ALF LLC as having been made in respect of the Revolving Pool, as follows:

FIRST, pro rata, to each applicable Hedge Counterparty under any Qualifying Hedge Contract entered into with respect to the Revolving Pool, any net payments owing to such Hedge Counterparty under such Qualifying Hedge Contract (excluding any payment amounts due to the related Hedge Counterparty in respect of any early termination of the such Qualifying Hedge Contract);

SECOND, to the payment of (x) the Revolving Pool Share of any unpaid Closed-End Warehouse Servicer Expenses, but subject, however, to clauses (i) through (iii) of the proviso to Section 5.2(d) of the Closed-End Servicing Agreement and (y) the Revolving Pool Share of the Warehouse Facility Pool Servicing Fee;

THIRD, to the Closed-End Collateral Agent, the Closed-End Administrative Agent and the Deal Agent, the Revolving Pool Share of any accrued and unpaid fees and expenses of such Persons that are currently due and payable by the Borrower pursuant to the Basic Documents (to be applied pro rata, based on the respective amounts due);

FOURTH, pro rata to each Revolving Warehouse Facility Agent, for the account of the related Revolving Lenders, all accrued and unpaid interest (other than any Subordinated Interest) on all Advances made by such Revolving Lenders under the related Revolving Warehouse Facility;

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FIFTH, pro rata to each Revolving Warehouse Facility Agent, for its own account and for the account of the related Revolving Lenders, all accrued and unpaid Fees that are currently due and payable under the related Receivables Financing Agreement and/or the related Fee Letter;

SIXTH, pro rata to each Revolving Warehouse Facility Agent for the account of the related Revolving Lenders, the outstanding principal amount of all Advances made by such Revolving Lenders under the related Revolving Warehouse Facility;

SEVENTH, pro rata to each Revolving Warehouse Facility Agent for the account of the related Revolving Lenders, the portion, if any, of the accrued and unpaid interest on all Advances made by such Revolving Lenders under the related Revolving Warehouse Facilities that constitutes Subordinated Interest;

EIGHTH, pro rata, to each applicable Hedge Counterparty under any Qualifying Hedge Contract entered into with respect to the Revolving Pool, any payment amounts due to such Hedge Counterparty in respect of any early termination of such Qualifying Hedge Contract and any other amounts payable by the Borrower to such Hedge Counterparty under such Qualifying Hedge Contract and not previously paid;

NINTH, to the payment when due of the Revolving Pool Share of all other amounts that are currently due and payable by the Borrower to the Warehouse Facility Secured Parties;

TENTH, solely if and to the extent directed by the Closed-End Servicer, on behalf of the Borrower (but subject to the other terms of this Collateral Agency Agreement, and to the terms of any Exchange Note Supplement and each other Basic Document), to the payment when due or (if the Closed-End Servicer so elects) prepayment of any other obligations, liabilities or expenses of the Borrower that were not paid on such date pursuant to clauses “FIRST” through “NINTH,” above, to be allocated, if applicable, pro rata among the payees of such amounts relating to each Revolving Warehouse Facility; and

ELEVENTH, as to all remaining amounts, to be applied, as directed by the Titling Trust Administrator, acting on behalf of the Titling Trust, to any other legal and valid corporate purposes of the Borrower to the extent otherwise permitted under this Collateral Agency Agreement, the Receivables Financing Agreements and the other Basic Documents (which purposes may include, except as may be otherwise expressly prohibited under this Collateral Agency Agreement, any Receivables Financing Agreement or any other Basic Document by which the Borrower is bound, the making of a distribution to the Holder or Holders of the Certificates representing the Beneficial Interest in the Closed-End Collateral Specified Interest).

Funds available for application by the Closed-End Collateral Agent to the payment of the foregoing amounts on each Payment Date following the occurrence of any Warehouse Facility Termination Event shall be shared ratably within each priority among the parties to whom such amounts are owed in accordance with the amount owing to each of them on such Payment Date in respect of such priority. In order to determine the ratable amounts to be distributed to each of the Revolving Warehouse Facility Secured Parties pursuant to this Section 10.3(a), the Closed-End Collateral Agent shall rely on an Officer’s Certificate of the applicable Revolving Warehouse Facility Agent (each of which Officer’s Certificates shall promptly be delivered by such Revolving Warehouse Facility Agent to each other Revolving Warehouse Facility Agent and to the Borrower not more than two Business Days prior to each Payment Date following the occurrence of any Warehouse Facility Termination Event) unless the Closed-End Collateral Agent shall have actual knowledge of any inaccuracy in any such Officer’s Certificates. Notwithstanding the foregoing, until receiving notice from a Revolving Warehouse Facility Agent that it

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intends to provide Officer’s Certificates as described above, the Closed-End Administrative Agent shall make distributions pursuant to this Section 10.3(a) based on a written report provided by the Closed-End Servicer to the Closed-End Administrative Agent and such Revolving Warehouse Facility Agent, which report sets forth in reasonable detail a determination of the amounts to be distributed to the related Revolving Warehouse Facility Secured Parties pursuant to this Section 10.3(a) on such Payment Date. In the event any Revolving Warehouse Facility Agent (or other Revolving Warehouse Facility Secured Party) provides information to the Closed-End Collateral Agent contrary to the information provided by any other Revolving Warehouse Facility Agent (or other Revolving Warehouse Facility Secured Party) or the Closed-End Servicer, the Closed-End Collateral Agent shall have the right to seek instructions from any court of competent jurisdiction concerning any distribution hereunder.

(b) On each Payment Date, the Closed-End Administrative Agent shall withdraw all available funds on deposit in the Lease Funding Account that relate to Wind-Down Pool Collections with respect to any Wind-Down Pool as of the close of business on the last day of the immediately preceding calendar month and apply such amounts, together with (A) all payments received by the Borrower under any Qualifying Hedge Contract entered into with respect to such Wind-Down Pool and (B) any capital contributions made pursuant to Section 5.1(c) of the Closed-End Servicing Agreement and designated by ALF LLC as having been made in respect of such Wind-Down Pool, as follows:

FIRST, with respect to any Qualifying Hedge Contract entered into with respect to the applicable Wind-Down Pool, any net payments owing to the related Hedge Counterparty under such Qualifying Hedge Contract (excluding any payment amounts due to the related Hedge Counterparty in respect of any early termination of the such Qualifying Hedge Contract);

SECOND, to the payment of (x) the applicable Wind-Down Pool Share of any unpaid Closed-End Warehouse Servicer Expenses, but subject, however, to clauses (i) through (iii) of the proviso to Section 5.2(d) of the Closed-End Servicing Agreement and (y) the applicable Wind-Down Pool Share of the Warehouse Facility Pool Servicing Fee;

THIRD, to the Closed-End Collateral Agent, the Closed-End Administrative Agent and the Deal Agent, the applicable Wind-Down Pool Share of any accrued and unpaid fees and expenses of such Persons that are currently due and payable by the Borrower pursuant to the Basic Documents (to be applied pro rata, based on the respective amounts due);

FOURTH, to the applicable Wind-Down Warehouse Facility Agent, for the account of the related Wind-Down Lenders, all accrued and unpaid interest (other than any Subordinated Interest) on all Advances made by such Wind-Down Lenders under the related Wind-Down Warehouse Facility;

FIFTH, to the applicable Wind-Down Warehouse Facility Agent, for its own account and for the account of the related Wind-Down Lenders, all accrued and unpaid Fees that are currently due and payable under the related Receivables Financing Agreement and/or the related Fee Letter;

SIXTH, to the applicable Wind-Down Warehouse Facility Agent for the account of the related Wind-Down Lenders, the outstanding principal amount of all Advances made by such Wind-Down Lenders under the related Wind-Down Warehouse Facility;

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SEVENTH, to the applicable Wind-Down Warehouse Facility Agent for the account of the related Wind-Down Lenders, the portion, if any, of the accrued and unpaid interest on all Advances made by such Wind-Down Lenders under the related Wind-Down Warehouse Facilities that constitutes Subordinated Interest;

EIGHTH, with respect to any Qualifying Hedge Contract entered into with respect to the applicable Wind-Down Pool, any payment amounts due to the related Hedge Counterparty in respect of any early termination of such Qualifying Hedge Contract and any other amounts payable by the Borrower to such Hedge Counterparty under such Qualifying Hedge Contract and not previously paid;

NINTH, to the payment when due of the applicable Wind-Down Pool Share of all other amounts that are currently due and payable by the Borrower to the Warehouse Facility Secured Parties;

TENTH, solely if and to the extent directed by the Closed-End Servicer, on behalf of the Borrower (but subject to the other terms of this Collateral Agency Agreement, and to the terms of any Exchange Note Supplement and each other Basic Document), to the payment when due or (if the Closed-End Servicer so elects) prepayment of any other obligations, liabilities or expenses of the Borrower that were not paid on such date pursuant to clauses “FIRST” through “NINTH,” above; and

ELEVENTH, as to all remaining amounts, to be applied, as directed by the Titling Trust Administrator, acting on behalf of the Titling Trust, to any other legal and valid corporate purposes of the Borrower to the extent otherwise permitted under this Collateral Agency Agreement, the Receivables Financing Agreements and the other Basic Documents (which purposes may include, except as may be otherwise expressly prohibited under this Collateral Agency Agreement, any Receivables Financing Agreement or any other Basic Document by which the Borrower is bound, the making of a distribution to the Holder or Holders of the Certificates representing the Beneficial Interest in the Closed-End Collateral Specified Interest).

Funds available for application by the Closed-End Collateral Agent to the payment of the foregoing amounts on each Payment Date shall be shared ratably within each priority among the parties to whom such amounts are owed in accordance with the amount owing to each of them on such Payment Date in respect of such priority. The Closed-End Administrative Agent shall make distributions pursuant to this Section 10.3(b) based on a written report provided by the Closed-End Servicer to the Closed-End Administrative Agent with respect to each Payment Date.

Section 10.4 [Reserved].

Section 10.5 Application of Closed-End Collections on the Reference Pools.

Closed-End Collections with respect to each Reference Pool shall be applied in the manner set forth in the related Exchange Note Supplement.

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Section 10.6 Application of Liquidation Proceeds.

In the event that any liquidation proceeds with respect to any Collateral cannot be identified, after reasonable efforts by the Closed-End Servicer or other Person required to make such identification, as relating to the Warehouse Facility Pool or a specific Reference Pool, then any such amounts will be deemed to constitute Closed-End Collections with respect to the Warehouse Facility Pool and each Reference Pool, to be allocated to such pools pro rata based on the outstanding Aggregate Loan Amount, the Aggregate Wind-Down Loan Amount and the Exchange Note Balances of the related Closed-End Exchange Notes. The amount of such liquidation proceeds allocated to the Warehouse Facility Pool in accordance with the immediately preceding sentence will be further allocated between the Revolving Pool and any Wind-Down Pools pro rata based on the outstanding Aggregate Loan Amount and the Aggregate Wind-Down Loan Amount.

Section 10.7 Limited Recourse; Subordination of Claims.

(a) Obligations Solely Those of the Borrower. The obligations of the Borrower under this Collateral Agency Agreement, the Warehouse Facilities and any Closed-End Exchange Notes are solely the obligations of the Borrower and do not represent any obligation of or interest in any assets of the Closed-End Servicer, the Initial Beneficiary, the Closed-End Collateral Agent, the Closed-End Administrative Agent or any other Person.

(b) Recourse Limited to Applicable Assets. The Borrower and the Secured Parties, by entering into the Security Agreement, or by accepting (directly or indirectly) the benefits of the Security Agreement or this Collateral Agency Agreement, or by taking delivery of a Closed-End Exchange Note, each acknowledges and agrees that:

(i) any claim against the Borrower in respect of any Secured Obligations by (A) the Revolving Warehouse Facility Secured Parties will be limited in recourse to the assets of the Borrower that are included in the Revolving Pool, (B) any Wind-Down Warehouse Facility Secured Parties will be limited in recourse to the assets of the Borrower that are included in the related Wind-Down Pool, and (C) any Exchange Noteholder or other Closed-End EN Secured Party will be limited in recourse to the assets of the Borrower that are included in the related Reference Pool; and

(ii) neither the Warehouse Facility Secured Parties nor any Closed-End EN Secured Party has any right, title or interest in or to any assets of the Borrower other than (x) in the case of a Revolving Warehouse Facility Secured Party, the assets described in clause (i)(A) of this Section 10.7(b), (y) in the case of a Wind-Down Warehouse Facility Secured Party, the assets described in clause (i)(B) of this Section 10.7(b) or (z) in the case of any Closed-End EN Secured Party, the assets described in clause (i)(C) of this Section 10.7(b), with respect to such Closed-End EN Secured Party (in each case, the “Other Assets” with respect to such Person).

(c) Subordination of Claims Against Other Assets. Each Secured Party further acknowledges and agrees that, notwithstanding Section 10.7(b):

IF such Secured Party either (i) asserts an interest in, claim to, or benefit from, the Other Assets (as determined with respect to such Secured Party) or (ii) is deemed to have any such interest in, claim to, or benefit from such Other Assets, whether by operation of law, legal process, pursuant to insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code),

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THEN any such interest, claim or benefit in, to or from the Other Assets is expressly subordinated to the indefeasible payment in full of the other obligations and liabilities of the Borrower including Secured Obligations (the “Other Liabilities”), which, in each case, pursuant to this Collateral Agency Agreement, the Warehouse Facilities, any Closed-End Exchange Note, the other Basic Documents or any other relevant documents, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under Applicable Law, including insolvency laws, and whether or not asserted against the Borrower), including the payment of post-petition interest on such other obligations and liabilities.

The agreement of the Secured Parties pursuant to this Section 10.7(c) shall constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code.

(d) Equitable Remedies. The Closed-End Collateral Agent, the Closed-End Administrative Agent, and the Secured Parties further acknowledge and agree that (i) no adequate remedy at law exists for a breach of this Section 10.7 and (ii) this Section 10.7 may be enforced by an action for specific performance.

(e) Bankruptcy Code Election Regarding Recourse and Treatment as Secured Claim. Each of the Closed-End Collateral Agent and the Closed-End Administrative Agent on behalf of itself and each such Person, irrevocably makes the election afforded to secured creditors by Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code with respect to any secured claim that such Person may have at any time against any Other Assets.

(f) Third Party Beneficiaries. This Section 10.7 is for the third party benefit of the holders, pledgees or other beneficiaries of any Other Liabilities and will survive the termination of this Collateral Agency Agreement.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Amendments to Security Agreement or Master Exchange Agreement.

(a) The Closed-End Collateral Agent shall not agree to any amendment to, or grant any waiver or consent with respect to, the Security Agreement without the prior written consent of the Deal Agent and, to the extent that their respective interests would be adversely affected in any material respect by such amendment, waiver or consent, the Secured Parties.

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(b) The Deal Agent shall not consent to any amendment to the Master Exchange Agreement without the consent of the Required Warehouse Lenders to the extent that such amendment (a) would affect the obligation of the Qualified Intermediary or the QI Administrator to apply Intermediary Funds either (i) to pay the Replacement Vehicle Purchase Price in respect of Replacement Vehicles or (ii) to make a deposit into the Lease Funding Account pursuant to Section 4.15 of the Master Exchange Agreement; (b) would have the effect of modifying or amending in any manner the Restricted Pool Conditions applicable to the Warehouse Facility Pool or would cause the Warehouse Facility Pool to no longer constitute a Restricted Pool; or (c) would modify the definitions of “Effective Date” or “Relinquished Vehicle Conditions,” “Lease Funding Account,” “Closed-End Servicing Agreement” and “Titling Trust Agreement” or the meanings of any terms used therein, except, in each case, in the limited circumstances set forth in the Master Exchange Agreement under which the consent of the Deal Agent is not required in connection with any such amendment.

Section 11.2 Amendments to Warehouse Facilities.

The Borrower represents to the Warehouse Facility Secured Parties that the representations and warranties, covenants, termination events, indemnities and other provisions set forth in Sections 2.1(b), 3.2 and 4.1, Section 2.4 and Articles VIII, IX, X and XIV of the Receivables Financing Agreements in effect on the date hereof and the definitions of the terms “Borrowing Base” (and any other defined term necessary to calculate such Borrowing Base), “Wind-Down Borrowing Base” (and any other defined term necessary to calculate such Wind-Down Borrowing Base), “Wind-Down Event”, “Eligible Receivable” (and any defined term used therein) and “Warehouse Facility Termination Event” (and any defined term used therein) applicable thereto are substantially identical to the representations and warranties, covenants, termination events, indemnities, other provisions and definitions of such terms set forth in the corresponding Sections and Articles of the Additional Warehouse Facilities and agrees (and each Warehouse Facility Secured Party agrees) that such corresponding Sections, Articles and definitions contained in the Receivables Financing Agreement entered into with respect to any Warehouse Facility will not be amended or modified unless (i) such amendment or modification is consented to by the Required Warehouse Lenders and (ii) conforming changes are concurrently made to Receivables Financing Agreements entered into with respect to any other Warehouse Facility.

Section 11.3 Additional Actions of Secured Parties.

The Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) from time to time may reasonably request that the Closed-End Collateral Agent take or refrain from taking certain actions with respect to the applicable Collateral or the applicable Secured Parties, and the Closed-End Collateral Agent shall take or refrain from taking such action, provided that the Closed-End Collateral Agent need not take or refrain from taking such actions if it would violate applicable law or the terms of this Collateral Agency Agreement or the Collateral Documents or if the Closed-End Collateral Agent shall not be reasonably satisfied that it is or will be duly indemnified for any loss or damage caused by, or in connection with, its taking such action (except for any loss or damage caused by its own gross negligence or willful misconduct) or that could reasonably be expected to subject the Closed-End Collateral Agent to liability against which indemnity would not be satisfactory.

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Section 11.4 Notices.

Any and all notices and other communications provided for under this Collateral Agency Agreement shall, unless otherwise stated herein, be delivered in accordance with, and shall be deemed delivered in accordance with, the Notice Requirements, which are hereby incorporated into this Collateral Agency Agreement.

Section 11.5 Alternate Payment and Notice Provisions.

Notwithstanding any provision of this Collateral Agency Agreement or any of the Closed-End Exchange Notes to the contrary, the Borrower may enter into any agreement with any Exchange Noteholder providing for a method of payment or a method of notice by the Closed-End Administrative Agent to such Exchange Noteholder that is different from the methods provided for in this Collateral Agency Agreement for such payments or notices. The Borrower will furnish to the Closed-End Administrative Agent a copy of each such agreement and the Closed-End Administrative Agent will, if such agreement is reasonably acceptable to the Closed-End Administrative Agent, cause payments to be made and notices to be given in accordance with such agreements.

Section 11.6 Borrower Representation.

The Borrower represents and warrants that (i) it is a statutory trust duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority as a statutory trust to enter into and perform its obligations under this Collateral Agency Agreement and each Collateral Document executed on or prior to the Closing Date, (ii) the execution, delivery and performance by it of this Collateral Agency Agreement and each such Collateral Document have been duly authorized by all necessary action on its part and (iii) this Collateral Agency Agreement and each such Collateral Document is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Section 11.7 No Petition.

Each of the Closed-End Administrative Agent, the Closed-End Collateral Agent and each Secured Party, by accepting the benefits of the Security Agreement and this Collateral Agency Agreement or by taking delivery of a Closed-End Exchange Note, covenants and agrees that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all obligations under this Collateral Agency Agreement, the Warehouse Facilities, all Closed-End Exchange Notes, the other Basic Documents and any and all outstanding Trust-Related Obligations, it will not institute against the Borrower or the Initial Beneficiary, or join in any institution against the Borrower or the Initial Beneficiary of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to this Collateral Agency Agreement, the Security Agreement or any of the other Basic Documents.

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Section 11.8 Confidential Information.

(a) Each of the Closed-End Administrative Agent and the Closed-End Collateral Agent agrees to hold and treat all Confidential Information provided to it under, or in connection with the transactions contemplated by, any Basic Document in confidence and in accordance with this Section 11.8, and will implement and maintain safeguards to further assure the confidentiality of such Confidential Information. Such Confidential Information will not, without the prior written consent of the Borrower, be disclosed or used by the Closed-End Administrative Agent, the Closed-End Collateral Agent or any of their respective officers, directors, employees, agents, advisors, representatives or affiliates, including legal counsel and accountants (collectively, the “Information Recipients”), other than in connection with the transactions contemplated by the Basic Documents. Each of the Closed-End Administrative Agent and the Closed-End Collateral Agent agrees that it will not, and will cause its affiliates not to (i) purchase or sell any securities issued by World Omni or its Affiliates or special purpose entities on the basis of any Confidential Information or (ii) use the Confidential Information in connection with the preparation of any research reports, newsletters or other publications or communications.

(b) “Confidential Information” means all oral, written and electronic materials (irrespective of their source or form of communication) furnished before, on or after the date of this Collateral Agency Agreement to the Closed-End Administrative Agent and/or the Closed-End Collateral Agent in connection with the transactions contemplated by this Collateral Agency Agreement and the Basic Documents, including:

(i) non-public personal information (as defined in the Gramm-Leach-Bliley Act of 1999 and its enabling regulations issued by the Federal Trade Commission) regarding lessees of motor vehicles;

(ii) information, data or documents about World Omni or World Omni’s lease portfolio;

(iii) financial products, product pricing, product performance, organization, management, origination and servicing guidelines, policies and procedures; and

(iv) notes, analyses, compilations, studies or other documents or records prepared by World Omni or others, which contain information supplied by or on behalf of World Omni or its representatives.

“Confidential Information” also includes the content of this Collateral Agency Agreement and the Basic Documents and any other documents entered into in connection herewith and therewith (unless otherwise set forth in such subsequent agreement). However, Confidential Information will not include information that (i) is or becomes generally available to the public other than as a result of disclosure by any of the Information Recipients, (ii) was available to, or becomes available to, any of the Information Recipients on a non-confidential basis from a Person or entity other than World Omni or one of its Affiliates prior to its disclosure to any of the Information Recipients who, to the knowledge of such Information Recipient, is not otherwise bound by a confidentiality agreement with World Omni or one or more of its Affiliates and is not otherwise prohibited from transmitting the information to the Information Recipients or (iii) the Warehouse Facility Lenders provide permission to the applicable Information Recipients to release.

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(c) Each of the Closed-End Administrative Agent and the Closed-End Collateral Agent will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of any and all Confidential Information, including those measures that it takes to protect its own Confidential Information and not less than a reasonable standard of care.

(d) If either the Closed-End Administrative Agent or the Closed-End Collateral Agent is required by applicable law, regulation, rule or order issued by any administrative, governmental, regulatory, judicial or stock exchange authority, or in response to a request from the auditors or Rating Agencies with respect to any such Person, to disclose any portion of the Confidential Information, such Person may disclose such Confidential Information. However, prior to any required disclosure (other than a required disclosure to bank examiners or securities industry examiners), the Closed-End Administrative Agent or the Closed-End Collateral Agent, as the case may be, to the extent permitted by law, will use its reasonable efforts to provide the Borrower with notice of such requirement and will cooperate, at the Borrower’s expense, in the Borrower’s pursuit of any appropriate protective order or other relief in connection with the disclosure of the Confidential Information. If the Borrower is unable to obtain such protective order or other appropriate remedy by the date that such information is required to be disclosed, the Closed-End Administrative Agent or the Closed-End Collateral Agent, as the case may be, will disclose only that portion of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

(v) The Information Recipients may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of this Collateral Agency Agreement; provided, however, that, no Information Recipients shall disclose any other information that is not relevant to understanding the tax treatment or tax structure of any Basic Document (including the identity of any party and any information that could lead another to determine the identity of any party to a Basic Document) the disclosure of which is otherwise prohibited pursuant to this Collateral Agency Agreement, or any other information to the extent that such disclosure could result in a violation of any Applicable Law.

Section 11.9 Headings.

Section, subsection and other headings used in this Collateral Agency Agreement are for convenience only and shall not affect the construction of this Collateral Agency Agreement.

Section 11.10 Severability.

Any provision of this Collateral Agency Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 11.11 Counterparts.

This Collateral Agency Agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

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Section 11.12 Conflicts with Collateral Documents.

The parties agree that in the event of any conflict between the provisions of this Collateral Agency Agreement and the provisions of any other Collateral Documents or any Warehouse Facility or Exchange Note Supplement, the provisions of this Collateral Agency Agreement shall control.

Section 11.13 Binding Effect.

This Collateral Agency Agreement shall be binding upon and inure to the benefit of each of the parties hereto and shall inure to the benefit of the Secured Parties and their respective successors and assigns, and nothing herein or in any Collateral Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Collateral Agency Agreement, any Collateral Document or the Collateral.

Section 11.14 Survival.

The obligations of the Borrower under Sections 2.3, 2.4, 2.5 and 2.6 shall survive any termination of this Collateral Agency Agreement.

Section 11.15 Governing Law; Submission to Jurisdiction.

THIS COLLATERAL AGENCY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS COLLATERAL AGENCY AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FEDERAL COURT SITTING IN THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS COLLATERAL AGENCY AGREEMENT, EACH OF THE PARTIES HERETO HEREBY CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS COLLATERAL AGENCY AGREEMENT.

Section 11.16 Effectiveness.

This Collateral Agency Agreement shall become effective on the execution and delivery hereof and shall remain in effect so long as the Closed-End Collateral Agent shall have any obligations hereunder.

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Section 11.17 No Recourse.

It is expressly understood and agreed by the parties hereto that (a) this Collateral Agency Agreement is executed and delivered by VT Inc. and U.S. Bank, not individually or personally but solely as Titling Trustee and Closed-End Administrative Agent, respectively, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of World Omni LT, as Borrower, is made and intended not as a personal representations, undertakings and agreements by VT Inc. or U.S. Bank, but is made and intended for the purpose of binding only World Omni LT, (c) nothing herein contained shall be construed as creating any liability on VT Inc. or U.S. Bank, individually or personally, to perform any covenant, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (d) under no circumstances shall VT Inc. or U.S. Bank be personally liable for the payment of any indebtedness or expenses of World Omni LT under this Collateral Agency Agreement or any other related documents.

[SIGNATURE PAGES BEGIN ON NEXT PAGE]

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IN WITNESS WHEREOF, each party hereto has executed this Collateral Agency Agreement or caused this Collateral Agency Agreement to be duly executed by its officer thereunto duly authorized as of the day and year first above-written.

WORLD OMNI LT,
as Borrower
By:	VT INC.,
	as Titling Trustee
By:	/s/ Patricia M. Child
	Name: Patricia M. Child
	Title: President

S-1

AL HOLDING CORP.,
as Closed-End Collateral Agent
By:	/s/ Philip A. Martone
	Name: Philip A. Martone
	Title: Vice President

S-2

AUTO LEASE FINANCE LLC
as Initial Beneficiary
By:	/s/ Ben Miller
	Name: Ben Miller
	Title: Assistant Treasurer

S-3

U.S. BANK NATIONAL ASSOCIATION, as Closed-End Administrative Agent
By:	/s/ Patricia M. Child
	Name: Patricia M. Child
	Title: Vice President

S-4

BANK OF AMERICA, N.A., as Deal Agent
By:	/s/ Matt Zimmerman
	Name: Matt Zimmerman
	Title: Vice President

S-5

EACH OF THE FOLLOWING PERSONS AS

A SECURED PARTY:

WORLD OMNI FINANCIAL CORP.
By:	/s/ Ben Miller
	Name: Ben Miller
	Title: Assistant Treasurer

S-6

AUTO LEASE FINANCE LLC
By:	/s/ Ben Miller
	Name: Ben Miller
	Title: Assistant Treasurer

S-7

BANK OF AMERICA, N.A.
By:	/s/ Matt Zimmerman
	Name: Matt Zimmerman
	Title: Vice President

S-8

ENTERPRISE FUNDING COMPANY LLC
By:	/s/ Kevin P. Burns
	Name: Kevin P. Burns
	Title: Vice President

S-9

EXHIBIT A

[FORM OF COLLATERAL AGENCY ACCESSION AGREEMENT]

[DATE]

To: AL Holding Corp., as Closed-End Collateral Agent

Bank of America, N.A., as Deal Agent

Ladies and Gentlemen:

We refer to the Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Collateral Agency Agreement”), among World Omni LT, a Delaware statutory trust (the “Borrower”), as Borrower, Auto Lease Finance LLC, as Initial Beneficiary, AL Holding Corp., as collateral agent (the “Collateral Agent”) for the Secured Parties, Bank of America, N.A., as Deal Agent on behalf of the Warehouse Facility Lenders and the Warehouse Facility Agents (the “Deal Agent”), U.S. Bank National Association, as Closed-End Administrative Agent (the “Closed-End Administrative Agent”) the other Secured Parties from time to time party to such agreement. Capitalized terms used but not defined herein have the meanings assigned to such terms under the Collateral Agency Agreement (including Appendix A thereto). Certain rules of usage set forth in Appendix A to the Collateral Agency Agreement are applicable hereto. This is a “Collateral Agency Accession Agreement,” within the meaning of the Collateral Agency Agreement, and is being delivered to you by the Borrower and [INSERT NAME(S) OF NEW SECURED PARTIES] (each a “New Secured Party” and, collectively, the “New Secured Parties”).

1. To the extent applicable, the Borrower hereby represents and warrants to each of you that the conditions specified in Section 2.1(b) of the Collateral Agency Agreement are satisfied with respect to the addition of each New Secured Party as a Secured Party.

2. Each New Secured Party hereby:

(a) acknowledges and confirms that it has received copies of the Collateral Agency Agreement and the Security Agreement (including, in each case, the schedules, exhibits and appendices thereto);

(b) agrees to be bound by the terms and conditions set forth in the Collateral Agency Agreement as if it were an original signatory thereto as a Secured Party;

(c) confirms that it has no knowledge contradicting the statement of the Borrower set forth in paragraph 1 above (to the extent applicable); and

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(d) advises each of you of the following administrative details with respect to each New Secured Party for purposes of the Collateral Agency Agreement:

Institution Name:

Attention:

Telephone:

Facsimile:

Telex (Answerback):

Institution Name:

Attention:

Telephone:

Facsimile:

Telex (Answerback):

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IN WITNESS WHEREOF, the Borrower and each New Secured Party have caused this Collateral Agency Accession Agreement to be executed by its officer thereunto duly authorized as of the day and year first above-written.

WORLD OMNI LT
By:	VT, INC.,
	as Titling Trustee
By:
	Name:
	Title:
[NEW SECURED PARTY]
By:
	Name:
	Title:
[NEW SECURED PARTY]
By:
	Name:
	Title:

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EXHIBIT B

[FORM OF RESTRICTED POOL CONDITION FAILURE NOTICE]

[DATE]

WOFC QI Exchange LLC,

                as Qualified Intermediary

c/o Bank One Exchange Corporation

c/o JP Morgan Property Exchange Inc.

1001 Hingham Street

Suite 300

Rockland, MA 02370

Attention:         Linda Mesheau Pratt,

                        Manager of LKE Programs

Re: Restricted Pool Condition Failure Notice

Ladies and Gentlemen:

Reference is made to the (1) Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Collateral Agency Agreement”), among World Omni LT, a Delaware statutory trust (the “Borrower”), as Borrower, Auto Lease Finance LLC, as Initial Beneficiary, AL Holding Corp., as collateral agent (the “Collateral Agent”) for the Secured Parties, Bank of America, N.A., as Deal Agent on behalf of the Warehouse Facility Lenders and the Warehouse Facility Agents (the “Deal Agent”), U.S. Bank National Association, as Closed-End Administrative Agent (the “Closed-End Administrative Agent”) the other Secured Parties from time to time party to such agreement and (2) the Second Amended and Restated Master Exchange Agreement, dated as of December 15, 2009 (the “Master Exchange Agreement”), among World Omni Financial Corp. (“World Omni”), WOFC QI Exchange LLC, Auto Lease Finance LLC and the other Persons named therein (the “Master Exchange Agreement”). This notice is being delivered pursuant to Section 8.15 of the Collateral Agency Agreement, and constitutes a “Restricted Pool Condition Failure Notice” within the meaning of the Collateral Agency Agreement and the Master Exchange Agreement.

The undersigned hereby notifies you that the failure of a Restricted Pool Condition has occurred with respect to the [Warehouse Facility Pool] [identify specific Closed-End Exchange Note(s)] (the “Affected Pool”). You are hereby notified and directed that, in accordance with Section 4.1 and the parenthetical in Section 4.1(c)(iii), in each case of the Master Exchange Agreement, no further assignments to you of the rights under Disposition Contracts with respect to Closed-End Vehicles that are allocated to the Affected Pool shall occur.

Capitalized terms used but not defined herein have the meanings assigned to such terms under the Collateral Agency Agreement (including Appendix A thereto) or, if no meaning is assigned thereunder, the meanings assigned under the Master Exchange Agreement. Certain rules of usage set forth in Appendix A to the Collateral Agency Agreement are applicable hereto.

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Very truly yours,

AL HOLDING CORP.,

as Closed-End Collateral Agent

By:

Name:

Title:

cc: World Omni Financial Corp.,

                as Closed-End Servicer

Bank of America, N.A.,

        as Deal Agent

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EXHIBIT C

[FORM OF CLOSED-END EXCHANGE NOTE]

[    ] CLOSED-END EXCHANGE NOTE

THIS [    ] CLOSED-END EXCHANGE NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS [    ] CLOSED-END EXCHANGE NOTE, AGREES THAT THIS [    ] CLOSED-END EXCHANGE NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (1) TO A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (3) TO THE INITIAL BENEFICIARY OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES, AND SUBJECT TO THE RECEIPT BY THE CLOSED-END ADMINISTRATIVE AGENT OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE CLOSED-END ADMINISTRATIVE AGENT THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS.

THIS [    ] CLOSED-END EXCHANGE NOTE MAY BE TRANSFERRED ONLY IN WHOLE AND NOT IN PART. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID FROM THE BEGINNING, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE BORROWER, THE CLOSED-END ADMINISTRATIVE AGENT OR ANY INTERMEDIARY.

HOLDERS OF THIS [    ] CLOSED-END EXCHANGE NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THEY EITHER (A) ARE NOT, AND ARE NOT ACQUIRING AND HOLDING THE [    ] CLOSED-END EXCHANGE NOTE ON BEHALF OF, A PLAN OR A GOVERNMENTAL OR CHURCH PLAN THAT IS SUBJECT TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR TO ANY FEDERAL, STATE, FOREIGN OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) THEIR ACQUISITION AND HOLDING OF THE [    ] CLOSED-END EXCHANGE NOTE THROUGHOUT THE PERIOD THAT IT HOLDS THE [    ] CLOSED-END EXCHANGE NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL OR CHURCH PLAN, A VIOLATION OF ANY SIMILAR FEDERAL, STATE, FOREIGN OR LOCAL LAW). IN ADDITION, IF THE HOLDERS ARE, OR ARE ACTING ON BEHALF OF, A PLAN, THE FIDUCIARIES OF SUCH PLAN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THEY HAVE BEEN INFORMED OF AND UNDERSTAND THE BORROWER’S INVESTMENT OBJECTIVES, POLICIES AND STRATEGIES AND THAT THE DECISION TO INVEST SUCH PLAN’S ASSETS IN THE [    ] CLOSED-END EXCHANGE NOTE WAS MADE with APPROPRIATE CONSIDERATION OF RELEVANT INVESTMENT FACTORS WITH REGARD TO SUCH PLAN AND IS CONSISTENT WITH THE DUTIES AND RESPONSIBILITIES IMPOSED UPON FIDUCIARIES WITH REGARD TO THEIR INVESTMENT DECISIONS UNDER ERISA.

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NEITHER THIS [    ] CLOSED-END EXCHANGE NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE OR PURCHASER DELIVERS TO THE CLOSED-END ADMINISTRATIVE AGENT AND THE BORROWER A DULY EXECUTED INVESTMENT LETTER IN THE FORM ATTACHED AS EXHIBIT D TO THE COLLATERAL AGENCY AGREEMENT. THE PURCHASER UNDERSTANDS AND AGREES THAT ANY PURPORTED TRANSFER OF THIS [    ] CLOSED-END EXCHANGE NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE PRECEDING SENTENCE SHALL BE VOID AND OF NO EFFECT.

THE PRINCIPAL OF THIS [    ] CLOSED-END EXCHANGE NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS [    ] CLOSED-END EXCHANGE NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

C-4

REGISTERED	$[        ]
No. [    ]

[[    ]%] [FLOATING RATE] [    ] CLOSED-END EXCHANGE NOTE

WORLD OMNI LT, as borrower (the “Borrower”), for value received, hereby promises to pay to [    ] and its registered assigns (the registered holder form time to time of this [    ] Closed-End Exchange Note, the “[     ] Exchange Noteholder”), the principal sum of [    ] (U.S. $[    ]) payable on each Closed-End Exchange Note Payment Date in an amount equal to the Exchange Note Principal Payment Amount for such Closed-End Exchange Note Payment Date pursuant to Section [    ] of the [    ] Closed-End Exchange Note Supplement; provided, however, that (i) the entire unpaid principal amount of this Note will be due and payable on [    ] (the “[    ] Final Scheduled Payment Date”) and (ii) this [    ] Closed-End Exchange Note (this “Note”) may be redeemed earlier than the Final Scheduled Payment Date pursuant to [Section ] of the [    ] Servicing Supplement, dated as of [    ], 20[    ], among World Omni Financial Corp., as servicer (the “Closed-End Servicer”), the Closed-End Collateral Agent (as defined below), and the Borrower (the “[    ] Closed-End Servicing Supplement”). This Note has been issued pursuant to the Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (the “Collateral Agency Agreement”), among the Borrower, AL Holding Corp. (“ALHC”), as collateral agent (in such capacity, the “Closed-End Collateral Agent”), Bank of America, N.A., as deal agent (the “Deal Agent”), U.S. Bank National Association (“U.S. Bank”), as administrative agent (in such capacity, the “Closed-End Administrative Agent”), and the other Secured Parties from time to time party to such agreement, as supplemented by the [    ] Closed-End Exchange Note Supplement, dated as of [    ], between the Borrower and Auto Lease Finance LLC, as initial beneficiary (the “Initial Beneficiary”), (the “[    ] Closed-End Exchange Note Supplement”). References hereinafter to the “Collateral Agency Agreement” are to the Collateral Agency Agreement (as defined above), as supplemented by the [    ] Closed-End Exchange Note Supplement.

Capitalized terms used but not defined herein have the meanings assigned to such terms under the Collateral Agency Agreement (including Appendix A thereto), or, if no meaning is assigned thereunder, the meanings assigned under the Receivables Financing Agreements (including Schedule 1 to each such agreement).

The Borrower will pay interest on this Note in an amount equal to the [    ] Exchange Note Interest Amount until the principal of this Note is paid or made available for payment. The amount of interest due on this Note on each Closed-End Exchange Note Payment Date will be calculated on the basis of the [    ] Closed-End Exchange Note Balance outstanding on the preceding Closed-End Exchange Note Payment Date (after giving effect to all payments of principal made on the preceding Closed-End Exchange Note Payment Date), and will be subject to certain limitations contained in Section [    ] of the [    ] Closed-End Exchange Note Supplement. Such principal of and interest on this Note will be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Borrower with respect to this [Note will be applied to interest on and principal of this Note in the manner set forth in the [    ] Closed-End Exchange Note Supplement.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which will have the same effect as though fully set forth on the face of this Note.

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Unless the certificate of authentication hereon has been executed by the Closed-End Administrative Agent whose name appears below by manual or facsimile signature, this Note will not be entitled to any benefit under the Collateral Agency Agreement or be valid or obligatory for any purpose.

[SIGNATURE PAGE FOLLOWS]

C-6

IN WITNESS WHEREOF, the Borrower has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:                    [DATE]

WORLD OMNI LT,
as Borrower
By:	VT INC.,
	as Titling Trustee
By:
	Name:
	Title:

ADMINISTRATIVE AGENT’S CERTIFICATE OF AUTHENTICATION

This is the [        ] Closed-End Exchange Note designated above and referred to in the within-mentioned [    ] Closed-End Exchange Note Supplement.

Date:                    [DATE]

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Closed-End Administrative Agent
By:
	Authorized Officer

C-7

REVERSE OF [    ] CLOSED-END EXCHANGE NOTE

This Note is one of the duly authorized issue of Closed-End Exchange Notes, which may be issued under the Collateral Agency Agreement, to which Collateral Agency Agreement and all Closed-End Exchange Note Supplements that are supplemental thereto reference is made for a statement of the respective rights and obligations thereunder of the Borrower, the Closed-End Servicer, the Closed-End Administrative Agent, the Closed-End Collateral Agent, the Exchange Noteholders and certain other parties. This Note is subject to all terms of the Collateral Agency Agreement. In the event of a conflict between the terms of this Note and the terms of the Collateral Agency Agreement, the Collateral Agency Agreement will prevail.

Interest on and principal of this Note will be payable in accordance with the priority of payments set forth in [Section ] of the [    ] Closed-End Exchange Note Supplement.

Principal of this Note will be payable on each Closed-End Exchange Note Payment Date in an amount equal to the [    ] Closed-End Exchange Note Principal Distribution Amount for such Closed-End Exchange Note Payment Date. “Closed-End Exchange Note Payment Date” means the [    ]th day of each calendar month or, if any such day is not a Business Day, the next Business Day, commencing [    ], 20[    ].

As described on the face hereof, the entire unpaid principal amount of this Note will be due and payable on the [    ] Final Scheduled Payment Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes will be due and payable on the date on which an Exchange Note Default with respect to this Note has occurred and is continuing and the [    ] Exchange Noteholder has declared the Note to be immediately due and payable in the manner provided in the Collateral Agency Agreement.

Payments of interest on this Note on each Closed-End Exchange Note Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, will be made to the account of the registered holder hereof either by wire transfer in immediately available funds, to the account of such [    ] Exchange Noteholder or an account designated by the [    ] Exchange Noteholder at a bank or other entity having appropriate facilities therefor if such [    ] Exchange Noteholder has provided to the Exchange Note Registrar appropriate written instructions at least five (5) Business Days prior to such Closed-End Exchange Note Payment Date or, if not, by check mailed first-class mail postage prepaid to the [    ] Exchange Noteholder’s address as it appears on the [Exchange Note Register] prior to such Closed-End Exchange Note Payment Date, except that the final installment of principal payable on this [    ] Closed-End Exchange Note on a Closed-End Exchange Note Payment Date or the [    ] Final Scheduled Payment Date will be payable only upon the presentation and surrender of this Note in the manner set forth in Section 6.7(b) of the Collateral Agency Agreement. Such payments will be made without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note effected by any payments made on any Closed-End Exchange Note Payment Date will be binding upon all future [    ] Exchange Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Collateral Agency Agreement, for payment in full of the then remaining unpaid principal amount of this Note on a Closed-End Exchange Note Payment Date, then the Closed-End Administrative Agent will notify the [    ] Exchange Noteholder of the date on which the Borrower expects that the final installment of principal of and interest on this Note will be paid not later than five (5) days prior to such date. Such notice will specify that such final installment will be payable only upon presentation and surrender of this Note and will specify the place where this Note may be presented and surrendered for payment of such installment.

C-8

The transfer of this Note is subject to the restrictions on transfer specified on the face hereof and to the other limitations set forth in the Collateral Agency Agreement. Subject to the satisfaction of such restrictions and limitations, the transfer of this Note may be registered on the Exchange Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Borrower pursuant to the Collateral Agency Agreement, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Closed-End Administrative Agent duly executed by, the [    ] Exchange Noteholder hereof or the [    ] Exchange Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Exchange Note Registrar, and thereupon a new [    ] Closed-End Exchange Note in the same aggregate principal amount will be issued to the designated transferee. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

The [    ] Exchange Noteholder, by accepting this Note acknowledges and agrees that (i) if an Exchange Note Default occurs, any claim that the [    ] Exchange Noteholder may seek to enforce at any time against the Borrower and the Holding Company will be limited in recourse to the Closed-End Assets in the related [    ] Reference Pool and (ii) if, notwithstanding clause (i), the [    ] Exchange Noteholder is deemed to have any claim against the assets of the Borrower and the Holding Company other than the assets included in the Closed-End Assets in the [    ] Reference Pool, whether by operation of law, legal process, pursuant to insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code), such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Warehouse Facility Secured Parties and to the holders of (A) all other Closed-End Exchange Notes and (B) in the case of assets allocated to a Specified Interest other than the Closed-End Collateral Specified Interest, all other asset-backed securities, the payments on which are derived primarily from collections on designated assets of the Borrower and all related hedging arrangements.

THE RECITATION SET FORTH IN THE PRECEDING PARAGRAPH WILL BE DEEMED TO CONSTITUTE AN ENFORCEABLE SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

In addition, the [    ] Exchange Noteholder, by accepting this Note, consents to the Closed-End Administrative Agent’s delegation under the Closed-End Administration Agreement to the Closed-End Collateral Agent Administrator of certain of the duties that the Closed-End Administrative Agent is required to perform on behalf of the Closed-End Collateral Agent pursuant to the Collateral Agency Agreement.

The [    ] Exchange Noteholder, by accepting this Note, covenants and agrees that for a period of one year and one day after payment in full of all Trust-Related Obligations (as defined in the Titling Trust Agreement), it will not institute against the Borrower or the Holding Company, or join in any institution against the Borrower or the Holding Company of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to this Note, the Collateral Agency Agreement, the [    ] Closed-End Exchange Note Supplement or any of the other [    ] Basic Documents.

The Borrower has entered into the [    ] Closed-End Exchange Note Supplement and this Note is issued with the intention that, for U.S. federal, State and local income, single business and franchise tax purposes, this Note will qualify as indebtedness of the Borrower. The [    ] Exchange

C-9

Noteholder, by its acceptance of this Note, will be deemed to agree to treat this [    ] Closed-End Exchange Note for U.S. federal, State and local income, single business and franchise tax purposes as indebtedness of the Borrower.

Prior to the due presentment for registration of transfer of this Note, the Borrower and the Closed-End Administrative Agent and any agent of the Borrower or the Closed-End Administrative Agent may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the [    ] Closed-End Exchange Note Supplement) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Borrower, the Closed-End Administrative Agent or any such agent will be affected by notice to the contrary.

The Collateral Agency Agreement permits the amendment thereof and, under certain circumstances, the consent of the [    ] Exchange Noteholder will be required as a condition to the effectiveness of such amendment. Any such consent by the [    ] Exchange Noteholder will be conclusive and binding upon the [    ] Exchange Noteholder and upon all future holders of this Note and of any [    ] Closed-End Exchange Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this [    ] Closed-End Exchange Note.

The term “Borrower,” as used in this Note, includes any successor to the Borrower under the Collateral Agency Agreement.

This Note is issuable only in registered form as provided in the Collateral Agency Agreement, subject to certain limitations therein set forth.

THIS [    ] CLOSED-END EXCHANGE NOTE, THE COLLATERAL AGENCY AGREEMENT AND THE [    ] CLOSED-END EXCHANGE NOTE SUPPLEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

No reference herein to the Collateral Agency Agreement, and no provision of this Note or of the Collateral Agency Agreement will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Notwithstanding anything to the contrary set forth in this Note or the Collateral Agency Agreement, it is expressly understood and agreed that (1) this Note is executed and delivered by VT Inc., not individually or personally but solely as Titling Trustee in the exercise of the powers and authority conferred and vested in it in such capacity, (2) each of the representations, undertakings and agreements made herein, or in the Collateral Agency Agreement, in each case on the part of World Omni LT, as Borrower, are made and intended not as personal representations, undertakings and agreements by VT Inc., but are made and intended for the purpose of binding only World Omni LT, (3) nothing herein contained shall be construed as creating any liability on VT Inc., individually or personally, to perform any covenant, either expressed or implied, contained in the Collateral Agency Agreement or this Note, all such liability, if any, being expressly waived by each Exchange Noteholder of this Note, by taking delivery hereof, and by any person claiming by, through or under any such Exchange Noteholder, (4) under no circumstances shall VT Inc. or any of its affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns (the foregoing, collectively, the “Trustee Parties”) be personally liable for, nor will recourse be had to any of them for, the payment of principal of or interest on this Note, (5) the liability of the Trustee Parties will be limited in the manner set forth in the Titling Trust Agreement, which the holder of this Note acknowledges by taking delivery hereof, and (5) under no circumstances shall VT Inc. be personally liable for the payment of any other indebtedness or expenses of World Omni LT under this Note, the Collateral Agency Agreement or any other related document.

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

C-10

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto             

(name and address of assignee)

the within [    ] Closed-End Exchange Note and all rights thereunder, and hereby irrevocably constitutes and appoints                     , attorney, to transfer said [    ] Closed-End Exchange Note on the books kept for registration thereof, with full power of substitution in the premises.

Date:

Signature Guaranteed

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EXHIBIT D

FORM OF TRANSFEREE REPRESENTATION LETTER

WORLD OMNI LT,

as Borrower

VT Inc., as Titling Trustee to World Omni LT

c/o U.S. Bank Trust National Association

209 South LaSalle Street

Suite 300

Chicago, Illinois 60604

U.S. Bank Trust National Association,

as Closed-End Administrative Agent

209 South LaSalle Street

Suite 300

Chicago, Illinois 60604

Re: World Omni LT 20[    ]-[    ] Closed-End Exchange Note

Ladies and Gentlemen:

In connection with our proposed transfer of the 20[    ]-[    ] Closed-End Exchange Note (the “Exchange Note”) of World Omni LT (the “Borrower”) issued pursuant to the Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (the “Collateral Agency Agreement”), and the Exchange Note Supplement dated as of [    ], 20[    ] (the “20[    ]-[    ] Exchange Note Supplement”), among World Omni LT, as Borrower (the “Borrower”), Auto Lease Finance LLC, as Initial Beneficiary (the “Initial Beneficiary”), AL Holding Corp., as collateral agent (the “Closed-End Collateral Agent”), Bank of America, N.A., as deal agent (the “Deal Agent”), U.S. Bank Trust National Association (“U.S. Bank”), as closed-end administrative agent (the “Closed-End Administrative Agent”), and each of the Secured Parties (as defined therein) as may from time to time become party to such agreement, we agree with and represent to and for the benefit of the Borrower and the Closed-End Administrative Agent, that:

1. No Transfer of the Exchange Note will be made unless the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act, and only to either (i) a “qualified institutional buyer” as defined in Rule 144A of the Securities Act (a “Qualified Institutional Buyer”), (ii) an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an “Institutional Accredited Investor”) or (iii) the Initial Beneficiary or its Affiliates in a transaction exempt from the registration requirements of the Securities Act and, in each case, such transfer is in accordance with any applicable State securities laws and the transferee executes and delivers to the Borrower and the Closed-End Administrative Agent a transferee representation letter substantially in the form of this Exhibit D to the Collateral Agency Agreement.

2. We are, and were at the time that we acquired the Exchange Note held by us, a Qualified Institutional Buyer or an Institutional Accredited Investor and we are aware that the sale or transfer of Exchange Note to us is being made in reliance or the exemption from registration provided by Rule 144A or Section 4(2) of the Securities Act, as applicable.

D-1

3. We are acquiring the Exchange Note for our own account or for one or more accounts, each of which is either a Qualified Institutional Buyer or an Institutional Accredited Investor, and as to each of which we exercise sole investment discretion for us and for each such account.

4. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Exchange Note, and we and any accounts for which we are acting are each able to bear the economic risk of such investment.

5. If we are a corporation, partnership, trust or other entity we were not formed or recapitalized for the specific purpose of acquiring the Exchange Note.

6. We understand that the Exchange Note is being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, the Exchange Note has not been and will not be registered under the Securities Act, and, if in the future we decide to offer, resell, pledge or otherwise transfer the Exchange Note, such security may be offered, resold, pledged or otherwise transferred only in accordance with the legend on such Note set forth herein. We acknowledge that no representation is made by the Seller as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Exchange Note;

7. We understand that an investment in the Exchange Note involves certain risks, including the risk of loss of a substantial part of our investment under certain circumstances. We have had access to such financial and other information concerning the Borrower, the Leases, the Vehicles and the Servicer’s servicing practices and procedures as we deemed necessary or appropriate in order to make an informed investment decision with respect to our acquisition of the Exchange Note, including an opportunity to ask questions of and request information from the Borrower.

8. Either (A) we are not, and are not acquiring and holding such Exchange Note on behalf of, a Plan or a governmental or church plan that is subject to Section 406 of ERISA or Section 4975 of the Code or to any federal, State, foreign or local law that is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code or (B) our acquisition and holding of such Exchange Note throughout the period that we hold such Exchange Note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental or church plan, a violation of any similar federal, State, foreign or local law). In addition, if we are, or are acting on behalf of, a Plan, the fiduciaries of such Plan represent and warrant that they have been informed of and understand the Issuer’s investment objectives, policies and strategies and that the decision to invest such Plan’s assets in such Exchange Note was made with appropriate consideration of relevant investment factors with regard to such Plan and is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA.

9. Neither the Borrower nor the Closed-End Administrative Agent is under an obligation to register the Exchange Note under the Securities Act or any State securities laws. Each Note will bear a legend to the following effect unless determined otherwise by the Servicer (as certified to the Closed-End Administrative Agent in an Officer’s Certificate):

“THIS CLOSED-END EXCHANGE NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS CLOSED-END EXCHANGE NOTE, AGREES THAT THIS CLOSED-END EXCHANGE NOTE MAY BE REOFFERED, RESOLD, PLEDGED

D-2

OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (1) TO A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (3) TO THE INITIAL BENEFICIARY OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES, AND SUBJECT TO THE RECEIPT BY THE CLOSED-END ADMINISTRATIVE AGENT OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE CLOSED-END ADMINISTRATIVE AGENT THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS;”

10. As a condition to the registration of any sale, transfer, assignment, participation, pledge or other disposition (each, a “Transfer”) of an Exchange Note, the prospective transferee of such Exchange Note will be required to represent to the Closed-End Administrative Agent and the Borrower the following, unless determined otherwise by the Servicer (as certified to the Closed-End Administrative Agent in an Officer’s Certificate):

(a) It understands that no subsequent Transfer of the Exchange Note is permitted unless it causes its proposed transferee to provide to the Closed-End Administrative Agent and the Borrower a letter substantially in the form of this Exhibit D (with such changes therein as may be approved by the Servicer), or such other statement as the Borrower may require.

(b) It understands that any purported Transfer of an Exchange Note (or any interest therein) in contravention of any of the restrictions and conditions contained in Section 6.5 of the Collateral Agency Agreement will be null and void, and the purported transferee in any such purported Transfer will not be recognized by the Borrower or any other Person as an Exchange Noteholder for any purpose.

11. We acknowledge, submit to and agree to be bound by the Intercreditor Agreement, and each acknowledges receipt of a copy of such agreement as in effect on the Closing Date. We acknowledge that, among other things, the Intercreditor Agreement limits any interest of the Exchange Noteholder and any transferee in the Borrower to the assets allocated to the related Reference Pool in the Collateral Specified Interests of the Borrower.

12. Any Transfer of the Exchange Note to a Person that is neither a Qualified Institutional Buyer nor an Institutional Accredited Investor, or otherwise that is not made in accordance with the restrictions set forth in the Collateral Agency Agreement will be null and void from the beginning and will not be given effect for any purpose under this letter or the Collateral Agency Agreement.

Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in Appendix A to the Collateral Agency Agreement, which also contains rules as to usage applicable to this letter.

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

D-3

Very truly yours,
[NAME OF TRANSFEREE]
By:
	Name:
	Title:

D-4

EXHIBIT E

[FORM OF POWER OF ATTORNEY IN FAVOR OF THE

CLOSED-END COLLATERAL AGENT ADMINISTRATOR]

STATE OF ILLINOIS	}
	}
COUNTY OF COOK	}

Reference is made to the Third Amended and Restated Pledge and Security Agreement (the “Security Agreement”), dated as of July 16, 2008, between the WORLD OMNI LT, a Delaware statutory trust, as Borrower (the “Borrower”), and AL HOLDING CORP., a Delaware corporation (“ALHC”), as collateral agent (the “Closed-End Collateral Agent”), as amended, supplemented or otherwise modified from time to time. Pursuant to the Security Agreement, the Closed-End Collateral Agent will hold a security interest in assets of the Borrower allocated to the Specified Interest designated as the “Closed-End Collateral Specified Interest” and certain related assets for the benefit of the Secured Parties specified therein.

ALHC, having an office and place of business at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, appoints:

1. World Omni Financial Corp., a Florida corporation (“World Omni”), having an office and place of business at 190 Jim Moran Boulevard, Deerfield Beach, FL 33442 , its employees, contractors, attorneys and agents, to act as ALHC’s true and lawful attorneys-in-fact to Execute all Documents that may be required to (A) reflect the lien of ALHC on any Certificate of Title or (B) remove ALHC as lienholder from any Certificate of Title upon termination of ALHC’s lien on the related motor vehicle; and

2. World Omni and its attorneys to act as ALHC’s true and lawful attorneys-in-fact to (A) execute a power of attorney on behalf of ALHC in favor of any Dealer or Auction and any employee or agent thereof appointing any such person or entity as ALHC’s attorney-in-fact to Execute all Documents that may be required to (i) reflect the lien of ALHC on any Certificate of Title or (ii) remove ALHC as lienholder from any Certificate of Title upon termination of ALHC’s lien in the related motor vehicle and (B) otherwise convey the authority to Dealers or Auctions and their employees or agents to take such actions on behalf of ALHC with respect to the Leases and Vehicles.

As used herein, (i) “Auction” means [Manheim Auctions, Inc.], [Auto Trade Center] and any other physical or electronic auction house, motor vehicle disposition agent, consignor or vendor, (ii) “Execute” means to prepare, execute, submit, deliver and/or file, in each case on behalf of ALHC, as Collateral Agent under the Security Agreement, (iii) “Document” means any document, instrument, certificate or application and (iv) all other capitalized terms not defined herein have the meaning given to such terms under the Security Agreement.

This power of attorney will remain in full force and effect until notice of revocation in writing is delivered by ALHC to World Omni.

EXECUTED this      day of [    ], 20[    ].

E-1

AL HOLDING CORP.
By:
	Name:
	Title:

STATE OF ILLINOIS	}
	}
COUNTY OF COOK	}

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

Sworn to before me this             

day of [    ], 20[    ].

Notary Public - State of Illinois                                  [seal]

Name:

Commission Expires:

E-2

EXHIBIT F

[FORM OF REFERENCE POOL REALLOCATION NOTICE]

[DATE]        

To: AL HOLDING CORP.,

as Closed-End Collateral Agent

Re: Reallocation of Assets to [            ]

Reference is made to the Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (the “Collateral Agency Agreement”), among World Omni LT, as Borrower, Auto Lease Finance LLC, as Initial Beneficiary, AL Holding Corp., as 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 from time to time party to such agreement. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed thereto in the Collateral Agency Agreement.

(1) Pursuant to Section 6.2(b) of the Collateral Agency Agreement, you are hereby directed to reallocate from the Warehouse Facility Pool to the Reference Pool designated as “[    ]” (the “[    ]” Reference Pool”) those Closed-End Leases and Closed-End Vehicles identified on Annex A hereto, together with all other assets relating to such Closed-End Leases and Closed-End Vehicles (collectively, the “Reallocated Assets”).

(2) The Exchange Note Reallocation Date for the Reallocated Assets is [    ], 20[    ]. (This is the date as of which the reallocation described in Paragraph (1), above, is effective.)

(3) From and after [    ], 20[    ], all Closed-End Collections on the Reallocated Assets shall be treated as Closed-End Collections with respect to the [    ] Reference Pool.

[SIGNATURE PAGE FOLLOWS]

F-1

IN WITNESS WHEREOF, the undersigned has caused this Reference Pool Reallocation Notice to be duly executed and delivered by its officer hereunto duly authorized, as of the date and year first above written.

AUTO LEASE FINANCE LLC, as Initial Beneficiary,
By:
	Name:
	Title:

F-2

EXHIBIT G

[FORM OF Warehouse pool reallocation notice]

[DATE]        

To: AL HOLDING CORP.,

as Closed-End Collateral Agent

Re: Reallocation of Assets to the Warehouse Facility Pool

Reference is made to the Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (the “Collateral Agency Agreement”), among World Omni LT, as Borrower, Auto Lease Finance LLC, as Initial Beneficiary, AL Holding Corp., as 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 from time to time party to such agreement. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed thereto in the Collateral Agency Agreement.

(1) Pursuant to Section 6.2(e) of the Collateral Agency Agreement, you are hereby directed to reallocate from the Reference Pool designated as “[    ]” (the “[    ]” Reference Pool”) to the Warehouse Facility Pool those Closed-End Leases and Closed-End Vehicles identified on Annex A hereto, together with all other assets relating to such Closed-End Leases and Closed-End Vehicles (collectively, the “Reallocated Assets”).

(2) The Warehouse Pool Reallocation Date for the Reallocated Assets is [    ], 20[    ]. (This is the date as of which the reallocation described in Paragraph (1), above, is effective.)

(3) From and after [    ], 20[    ], all Closed-End Collections on the Reallocated Assets shall be treated as Closed-End Collections with respect to the Warehouse Facility Pool and shall no longer constitute Closed-End Collections with respect to the applicable Reference Pool.

[SIGNATURE PAGE FOLLOWS]

G-1

IN WITNESS WHEREOF, the undersigned has caused this Reference Pool Reallocation Notice to be duly executed and delivered by its officer hereunto duly authorized, as of the date and year first above written.

AUTO LEASE FINANCE LLC, as Initial Beneficiary,
By:
	Name:
	Title:

G-2

EXHIBIT H

[FORM OF WIND-DOWN POOL REALLOCATION NOTICE]

[DATE]        

To: AL HOLDING CORP.,

as Closed-End Collateral Agent

Re: Reallocation of Assets to [            ]

Reference is made to the Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (the “Collateral Agency Agreement”), among World Omni LT, as Borrower, Auto Lease Finance LLC, as Initial Beneficiary, AL Holding Corp., as 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 from time to time party to such agreement. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed thereto in the Collateral Agency Agreement.

(1) Pursuant to Section 7.4(a) of the Collateral Agency Agreement, you are hereby directed to reallocate from the Warehouse Facility Pool to the Wind-Down Pool designated as “[    ]” (the “[    ]” Wind-Down Pool”) those Closed-End Leases and Closed-End Vehicles identified on Annex A hereto, together with all other assets relating to such Closed-End Leases and Closed-End Vehicles (collectively, the “Reallocated Assets”).

(2) The Wind-Down Date for the Reallocated Assets is [    ], 20[    ]. (This is the date as of which the reallocation described in Paragraph (1), above, is effective.)

(3) From and after [    ], 20[    ], all Closed-End Collections on the Reallocated Assets shall be treated as Closed-End Collections with respect to the [    ] Reference Pool.

[SIGNATURE PAGE FOLLOWS]

H-1

IN WITNESS WHEREOF, the undersigned has caused this Wind-Down Pool Reallocation Notice to be duly executed and delivered by its officer hereunto duly authorized, as of the date and year first above written.

AUTO LEASE FINANCE LLC,
as Initial Beneficiary,
By:
	Name:
	Title:

H-2

Appendix A

USAGE AND DEFINITIONS

Usage

The following rules of construction and usage are applicable to this Appendix and to any agreement that incorporates this Appendix and any certificate or other document made or delivered pursuant to any such agreement:

(a) All terms defined in this Appendix, unless otherwise defined in any agreement that incorporates this Appendix or any certificate or other document made or delivered pursuant to any such agreement, have the meanings assigned in this Appendix.

(b) Accounting terms not defined in this Appendix or in any such agreement, certificate or other document, and accounting terms partly defined in this Appendix or in any such agreement, certificate or other document, to the extent not defined, have the respective meanings given to them under U.S. generally accepted accounting principles as in effect on the date of such agreement, certificate or other document. To the extent that the definitions of accounting terms in this Appendix or in any such agreement, certificate or other document are inconsistent with the meanings of such terms under U.S. generally accepted accounting principles, the definitions contained in this Appendix or in any such agreement, certificate or other document will control.

(c) References in an agreement to “Article,” “Section,” “Exhibit,” “Schedule” or another subdivision or to an attachment are, unless otherwise specified, to an article, section, exhibit, schedule or other subdivision of or an attachment to such agreement; and the term “including” means “including without limitation.”

(d) IF, in any agreement that incorporates this Appendix, a provision (as used in this clause (d), “Provision X”) precedes or follows another provision (as used in this clause (d), “Provision Y”), where either (x) all or any portion of any matter addressed in Provision X is wholly or partially subsumed within Provision Y, with Provision Y being more broadly stated than Provision X with respect to such matter and/or (y) Provision X addresses more specifically a matter than is addressed more generally in Provision Y, THEN, in each such case, (A) Provision X shall be deemed to include language to the effect that Provision X shall not limit the generality of Provision Y with respect to any such matter and (B) as to such matter, Provision Y shall be interpreted as written, without negative inference being drawn from the inclusion of Provision X.

(e) The definitions contained in this Appendix are equally applicable to both the singular and plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(f) Any agreement or statute defined or referred to in this Appendix or in any agreement that incorporates this Appendix means such agreement or statute as from time to time amended, modified, supplemented or replaced, including (in the case of agreements) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and includes (in the case of agreements) references to all attachments thereto and instruments incorporated therein and (in the case of statutes) any rules and regulations promulgated thereunder and any judicial and administrative interpretations thereof. Any such amendment, modification, supplement or replacement shall bind each party to the applicable agreement (irrespective of, in the case of an amendment, modification, supplement or replacement of an agreement, whether such party had a right to consent thereto), except to the extent that causing such party to be so bound would, solely by application of Applicable Law, cause such agreement to become unenforceable in any material respect.

Appendix A – page 1

(g) References to a Person are also to its permitted successors and assigns.

(h) References to deposits, transfers and payments of any amounts refer to deposits, transfers or payments of such amounts in immediately available funds.

(i) Except where “not less than zero” or similar language is indicated, amounts determined by reference to a mathematical formula may be positive or negative.

Appendix A – page 2

Definitions

“Additional Warehouse Facility” means any Additional Warehouse Facility that is established under a Receivables Financing Agreement entered into pursuant to and in accordance with Section 2.1(b) of the Collateral Agency Agreement, excluding any such agreement entered into by way of amendment, restatement, supplement or other modification to any Warehouse Facility in effect on the date of the Collateral Agency Agreement (or any related document).

“Additional Warehouse Facilities” has a meaning correlative to the foregoing.

“Administrative Repurchase” means, with respect to one or more Closed-End Unit(s), a purchase, repurchase or indemnification payment made by World Omni or any of its Affiliates, whether acting as seller, servicer or in any other capacity, in connection with the breach of any representation, warranty or covenant (including any servicing covenant), or in connection with any indemnification obligation.

“Advance” means any amount disbursed as principal by any Warehouse Facility Lender to the Borrower under any Warehouse Facility.

“Adverse Claim” means a lien, security interest, pledge, charge or encumbrance, or similar right or claim (other than any lien, security interest, pledge, charge or encumbrance, or similar right or claim of the Closed-End Collateral Agent under the Security Agreement) of any Person; provided, however, that, the assignment of the proceeds of Relinquished Vehicles and the rights under Disposition Contracts relating to such vehicles pursuant to Section 4.1 of the Master Exchange Agreement shall not constitute an Adverse Claim with respect to such vehicles so long as the Closed-End Collateral Specified Interest remains a Restricted Pool, and the Restricted Pool Conditions continue to be applicable thereto as set forth in Schedule 5 to the Master Exchange Agreement.

“Affected Party” means, (A) as used in or with respect to any Receivables Financing Agreement, (i) the related Warehouse Facility Lenders, any Liquidity Banks and any Program Support Providers, (ii) any permitted assignee of such Warehouse Facility Lenders,, any Liquidity Banks or any Program Support Providers, (iii) any subsequent holder of a participation interest in the rights and obligations of any related Warehouse Facility Lenders under such Receivables Financing Agreement, any Liquidity Banks under a Liquidity Agreement and any subsequent holder of a participation interest in the rights and obligations of any Program Support Providers under a Program Support Agreement, in each case relating to such Receivables Financing Agreement and (B) when used with respect to any Conduit Lender, such Conduit Lender, any related Alternate Lender, the related Group Agent, any related Program Support Provider, any permitted assignee of any of the foregoing, any subsequent holder of a participation interest in the rights and obligations of such Alternate Lender and any subsequent holder of a participation interest in the rights and obligations of any Program Support Provider under a Program Support Agreement.

“Affiliate” of any Person means any other Person that (i) directly or indirectly controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any employee benefit plan) or (ii) is an officer or director of such Person. A Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly or indirectly, power:

(i) to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing partners; or

Appendix A – page 3

(ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Affiliated” has a correlative meaning.

“Aggregate Loan Amount” means the aggregate principal amount of all Advances outstanding under the Revolving Warehouse Facilities.

“Aggregate Wind-Down Loan Amount” means the aggregate principal amount of all Advances outstanding under the Wind-Down Warehouse Facilities.

“Alabama Trust” means World Omni LT, an Alabama trust.

“ALF LP” means Auto Lease Finance L.P., a Delaware limited partnership.

“ALF LP Contribution Agreement” means the Contribution Agreement and Amendment to Limited Partnership Agreement, dated as of July 16, 2008, between World Omni, as contributor, and ALF LLC, as contributee.

“ALF LLC” means Auto Lease Finance LLC, a Delaware limited liability company.

“ALF LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of ALF LLC, dated as of July 16, 2008, by World Omni, as sole member, and each of Bernard J. Angelo and Frank Bilotta, as the initial Independent Directors.

“ALHC” means AL Holding Corp., a Delaware corporation.

“Applicable Base Margin” means, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Applicable Law” means all applicable laws, ordinances, judgments, decrees, injunctions, writs and orders of any Governmental Authority and rules, regulations, orders, interpretations, licenses and permits of any Governmental Authority.

“Applicable Margin” means, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Asset Pool” means the Revolving Pool, each Wind-Down Pool, each Reference Pool and each other portfolio of Titling Trust Assets.

“Automotive Lease Guide” means, with respect to any Closed-End Vehicle and the related Closed-End Lease, the Automotive Lease Guide prepared and published by Automotive Lease Guide, LLC, which edition is the most current at the inception of such Closed-End Lease.

“Authorized Officer”:

(i) has, with respect to the Initial Beneficiary, Titling Trust Administrator, Delaware Trustee or Titling Trustee, the meaning specified in the Titling Trust Agreement;

(ii) with respect to the Closed-End Collateral Agent Administrator, means the individuals designated by the Closed-End Collateral Agent Administrator from time to time pursuant to Section 2.5 of the Closed-End Administration Agreement;

Appendix A – page 4

(iii) with respect to U.S. Bank or U.S. Bank Trust (in any capacity), means any president, vice president, assistant vice president, treasurer, assistant treasurer, secretary, assistant secretary or any other officer of such Person, customarily performing functions similar to those performed by any of the above designated having responsibility for the administration of the Basic Documents and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject; and

(iv) with respect to the Closed-End Servicer, the individuals identified from time to time on Exhibit G to the Closed-End Servicing Agreement.

“Bank of America” means Bank of America, N.A., a national banking association.

“Bank of America Receivables Financing Agreement” means the Receivables Financing Agreement, dated as of December     , 2009 among the Borrower, ALF LLC, as Initial Beneficiary, the Closed-End Servicer, the Lenders party thereto, and Bank of America, as Warehouse Facility Agent.

“Bankruptcy Code” means the United States Bankruptcy Code, as set forth in Title 11 of the United States Code.

“Basic Documents” means:

(A) the Receivables Financing Agreements;

(B) the Borrower Novation Agreement;

(C) the Collateral Agency Agreement;

(D) the Security Agreement;

(E) the Collateral Agent Assignment Agreement;

(F) the Closed-End Servicing Agreement;

(G) the Closed-End Administration Agreement;

(H) the Titling Trust Agreement;

(I) the Merger Agreement;

(J) the Master Exchange Agreement;

(K) the Intercreditor Agreement;

(L) the Lease Funding Account Agreement;

(M) the Company Account Agreement;

Appendix A – page 5

(N) the Performance Guaranty; and

(O) the Warehouse Facility Notes.

“Beneficial Interest” has, with respect to any Warehouse Facility, the meaning specified in the Titling Trust Agreement.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of any specified Person to have been duly adopted by the Board of Directors (or equivalent, if applicable), or a duly authorized committee thereof, of such Person and to be in full force and effect on the date of such certification and delivered to the Person to which such resolution is required to be delivered.

“Booked Residual Value” means, with respect to a Closed-End Vehicle, the amount stipulated in the related Closed-End Lease (as reflected in the Schedule of Leases and Vehicles) as the value of such Closed-End Vehicle at the Maturity Date of the related Closed-End Lease, as established upon the date of origination of the related Closed-End Lease.

“Borrower” means WOLT, as borrower under each of the Warehouse Facilities.

“Borrower Novation Agreement” means the Novation Agreement, dated as of July 16, 2008, among ALF LP, as Borrower Transferor, WOLT, as Borrower Transferee, and the Novation Consenting Parties named therein.

“Borrowing Base” has, with respect to any Warehouse Facility, the meaning set forth in the related Receivables Financing Agreement.

“Borrowing Base Certificate” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Borrowing Request” means, as used in any Receivables Financing Agreement, the notice delivered by the Borrower to the applicable Warehouse Facility Agent under the terms of such agreement to request that an Advance be made thereunder.

“Business Day” means (a) any day other than a Saturday, Sunday or other day on which banks are required or authorized by law to close in New York City, New York or Charlotte, North Carolina, and (b) in the case of a Business Day which relates to a Eurodollar Loan, any day dealings are carried on in the London interbank market.

“Carrying Costs” means, with respect to any month, the sum (without duplication) of all of WOLT’s financing costs and expenses incurred during such month under all the Warehouse Facilities determined on an accrual basis in accordance with GAAP, including, (a) all interest accrued on the Advances, (b) all accrued Fees, (c) commercial paper dealer fees and note fees and (d) all indemnity obligations of WOLT (including all amounts payable as increased costs or funding losses pursuant to any Warehouse Facility). For avoidance of doubt, “Carrying Costs” shall include all of the amounts referred to in clauses (a) through (d) of the immediately preceding sentence that are paid by, or payable by, the Holder of the Closed-End Certificate, the Closed-End Servicer or the Titling Trust Administrator, in each case on behalf of the Titling Trust.

“Certificate” has the meaning specified in the Titling Trust Agreement.

Appendix A – page 6

“Certificate of Title” means a certificate of title or other similar evidence of ownership of a Closed-End Vehicle issued in paper form by the relevant governmental department or agency in the jurisdiction in which the Closed-End Vehicle is registered, or a record maintained by such governmental department or agency in the form of information stored in electronic media. However, if a certificate of title or other similar evidence of ownership in paper form or such record stored on electronic media has not been issued or is not being maintained, the application (or copy thereof) for the certificate of title or other similar evidence of ownership will constitute the “Certificate of Title.” “Certificates of Title” has a meaning correlative with the foregoing.

“Change in Control” means:

(a) JM Family Enterprises, Inc. shall fail to own, directly or indirectly, free and clear of all Adverse Claims, at least 80% of the outstanding shares of voting stock of World Omni on a fully diluted basis; or

(b) World Omni shall fail to own, directly or indirectly, free and clear of all Adverse Claims, 100% of the membership interest of ALF LLC; or

(c) ALF LLC shall cease to be the sole owner of the Certificate (s) of the Borrower.

“Charged-off Lease” means a Closed-End Lease with respect to which (a) the related Closed-End Vehicle has been repossessed and sold or otherwise disposed of, or (b) the Closed-End Lease has been written off by the Closed-End Servicer in accordance with its normal policies for writing off lease contracts other than with respect to repossessions.

“Claim” means any loss, liability or expense, including reasonable attorneys’ and other professional’s fees and expenses (collectively “Claims”), arising out of or incurred in connection with any of the Closed-End Assets (including without limitation any Claims relating to Closed-End Leases, Closed-End Vehicles, consumer fraud, consumer leasing act violation, misrepresentation, deceptive and unfair trade practices, and any other claims arising in connection with any Closed-End Lease, personal injury or property damage claims arising with respect to any Closed-End Vehicle or any claim with respect to any tax arising with respect to any Closed-End Asset.

“Class” has the meaning specified in the Titling Trust Agreement.

“Closed-End Administration Agreement” means the Administration Agreement, dated as of July 16, 2008, between World Omni, as Closed-End Collateral Agent Administrator, and U.S. Bank, as Closed-End Administrative Agent.

“Closed-End Administrative Agent” means U.S. Bank National Association, as Closed-End Administrative Agent under the Collateral Agency Agreement.

“Closed-End Asset” means each Closed-End Unit, and each other asset, from time to time allocated to the Closed-End Collateral Specified Interest pursuant to the Titling Trust Agreement.

“Closed-End Certificate” means the Certificate issued by the Titling Trust and representing the entire Beneficial Interest in the Closed-End Collateral Specified Interest.

“Closed-End Collateral Agent” means ALHC, as collateral agent for the Secured Parties pursuant to the Collateral Agency Agreement.

Appendix A – page 7

“Closed-End Collateral Agent Administrator” means World Omni, as Closed-End Collateral Agent Administrator under the Closed-End Administration Agreement.

“Closed-End Collateral Specification Notice” means the Specification Notice, dated as of July 16, 2008, and establishing the Closed-End Collateral Specified Interest.

“Closed-End Collateral Specified Interest” means the Specified Interest designated as the “Closed-End Collateral Specified Interest” pursuant to the Closed-End Collateral Specification Notice.

“Closed-End Collected Amounts” means, collectively, all of the following:

(A) all Scheduled Payments;

(B) all Liquidation Proceeds;

(C) all Insurance Proceeds;

(D) all Prepayments;

(E) all Payments Ahead;

(F) all Released Intermediary Funds;

(G) all proceeds from the exercise of Dealer Recourse Rights; and

(H) all other payments made by or on behalf of any Closed-End Obligor or otherwise with respect to any Closed-End Lease or Closed-End Vehicle;

but, excluding, however, in each case, all payments made by such Obligors representing late payment charges, payments made for excise or other taxes or fees due to any government authority, extension fees or similar charges. For the avoidance of doubt, “Closed-End Collected Amounts” shall not include any Relinquished Vehicle Proceeds to the extent that the Closed-End Servicer has made a deposit into the Collection Account of the Required Deposit Amount with respect to the related Relinquished Vehicle.

“Closed-End Collections” means, collectively, (1) the Closed-End Exchange Note Collections with respect to each Reference Pool and (2) the Closed-End Warehouse Collections.

“Closed-End EN Collected Amounts” means, with respect to any Reference Pool, all Closed-End Collected Amounts with respect to the Closed-End Leases and Closed-End Vehicles included in such Reference Pool.

“Closed-End EN Collection Period” means, with respect to any Reference Pool, a calendar month (and, with respect to any Closed-End Exchange Note Payment Date, means the calendar month preceding the month in which such Closed-End Exchange Note Payment Date occurs).

“Closed-End EN Secured Party” means, with respect to any Reference Pool, the related Exchange Noteholders and all other Secured Parties whose Secured Obligations are paid principally from Closed-End EN Collected Amounts in respect of such Reference Pool. “Closed-End EN Secured Parties” has a meaning correlative to the foregoing.

Appendix A – page 8

“Closed-End Exchange Note Collections” means all Closed-End EN Collected Amounts that have been both (x) Received and (y) Posted, in each case as of the relevant date of determination.

“Closed-End Exchange Note Payment Date,” as used with respect to any Closed-End Exchange Note, has the meaning specified in the related Exchange Note Supplement.

“Closed-End Lease” means any agreement between the Titling Trust (or the Titling Trustee, on behalf of the Titling Trust), as assignee of a Dealer, as lessor, and any Person, as lessee, providing for the fixed rate retail closed-end lease of a Closed-End Vehicle, if and to the extent that the rights of the Titling Trust under such agreement have been allocated to the Closed-End Collateral Specified Interest. The “related” Closed-End Lease means, with respect to any Receivable, the Closed-End Lease under which such Receivable arises.

“Closed-End Obligor” means the lessee of a Closed-End Vehicle or any other Person who is obligated to make payments on the related Closed-End Lease (other than any Dealer in respect of any Dealer Recourse Rights).

“Closed-End Servicer” means World Omni, as Closed-End Servicer under the Closed-End Servicing Agreement.

“Closed-End Servicing Agreement” means the Fifth Amended and Restated Servicing Agreement, dated as of December 15, 2009, among the Closed-End Servicer, the Titling Trust and the Closed-End Collateral Agent, with respect to the servicing by the Closed-End Servicer of the Specified Assets of the Closed-End Collateral Specified Interest. Where used with respect to any Reference Pool, “Closed-End Servicing Agreement” means the aforementioned agreement, as supplemented by the applicable Servicing Supplement.

“Closed-End Unit” means any Closed-End Lease together with the related Closed-End Vehicle.

“Closed-End Vehicle” means any automobile or light duty truck, together with all accessories, additions and parts constituting thereof and all accessions thereto, that is subject to a Closed-End Lease.

“Closed-End Warehouse Collected Amounts” means all Closed-End Collected Amounts with respect to the Closed-End Leases and Closed-End Vehicles included in the Warehouse Facility Pool.

“Closed-End Warehouse Collections” means all Closed-End Warehouse Collected Amounts that have been both (x) Received and (y) Posted, in each case as of the relevant date of determination.

“Closed-End Warehouse Facility Lease” means a Closed-End Lease that is included, as of the relevant date of determination, in the Warehouse Facility Pool.

“Closed-End Warehouse Facility Vehicle” means a Closed-End Vehicle that is included, as of the relevant date of determination, in the Warehouse Facility Pool.

“Closing Date” means December 15, 2009.

Appendix A – page 9

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral Agent Assignment Agreement” means the Collateral Agent Assignment Agreement, dated as of July 16, 2008 between Bank of America, as assignor, and ALHC, as assignee.

“Collateral Agency Agreement” means the Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009, among the Borrower, ALHC, as Closed-End Collateral Agent, Bank of America, as Deal Agent, U.S. Bank, as Closed-End Administrative Agent, and the other Secured Parties from time to time party to such agreement.

“Collateral Document” means (i) the Security Agreement, and (ii) any additional agreements pursuant to which collateral securing the Secured Obligations may at any time be granted to the Closed-End Collateral Agent.

“Collection Account” means with respect to (1) the Warehouse Facility Pool, the Lease Funding Account and (2) any Reference Pool, the related Exchange Note Collection Account.

“Commercial Paper Note” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Commission” means the United States Securities and Exchange Commission.

“Commitment” or “Commitments” has, with respect to any Warehouse Facility (and with respect to any Warehouse Facility Lender thereunder), the meaning specified in the related Receivables Financing Agreement.

“Commitment Period” means, with respect to any Warehouse Facility, the period (x) beginning on and including the Closing Date (or, in the case of an Additional Warehouse Facility, such later date on which such Warehouse Facility becomes effective) and (y) ending on but excluding the last Commitment Termination Date to occur with respect to any Warehouse Facility Lender under such Warehouse Facility.

“Commitment Termination Date” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Company Account” means the account established and maintained by the Closed-End Servicer pursuant to Section 5.2(c) of the Closed-End Servicing Agreement, which account initially shall be account number 8188516078, established at the Company Account Bank.

“Company Account Agreement” means the Deposit Account Control Agreement, among the Titling Trust, the Servicer, the Closed-End Collateral Agent and Bank of America.

“Company Account Bank” means Bank of America.

“Contingent Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby. “Contingent Liabilities” has a meaning correlative to the foregoing.

Appendix A – page 10

“Corporate Trust Office” means, with respect to the Closed-End Administrative Agent and the Titling Trustee, the office of the Closed-End Administrative Agent or the Titling Trustee, as the case may be, at which its corporate trust business is administered, which on the Closing Date is located, in the case of the Closed-End Administrative Agent, at:

U.S. Bank National Association

209 South LaSalle Street

Suite 300

Chicago, Illinois 60604

Attention: Patricia M. Child

Fax: 312-325-8905

Telephone: 312-325-8902

and, in the case of the Titling Trustee, at:

VT Inc.

209 South LaSalle Street,

Chicago, IL 60697

Attention: Corporate Trust Department

Fax: 312-325-8905

or, in each case, at such other address as the party may designate by notice to the Borrower, the Closed-End Servicer and each Exchange Noteholder.

“Credit and Collection Policy” means the credit and collection standards, policies, procedures and practices of the Closed-End Servicer relating to motor vehicle leases and the related vehicles serviced by the Closed-End Servicer, as the same may be modified from time to time without violating the terms of the Receivables Financing Agreements, such standards, policies, procedures and practices to be carried out in accordance with customary and usual procedures of institutions that service closed-end automobile and light duty truck leases and, to the extent more exacting, the procedures used by the Closed-End Servicer in respect of any such leases serviced by it for its own account or the accounts of its Affiliates.

“Current Receivables Financing Agreements” means the Bank of America Receivables Financing Agreement.

“Current Warehouse Facilities” means each of the Warehouse Facilities that was entered into pursuant to a Current Receivables Financing Agreement. “Current Warehouse Facility” has a meaning correlative to the foregoing.

“Cutoff Date” means, (1) with respect to any Reference Pool and any Closed-End Unit included or to be included therein, the date as of which all Closed-End Collections on such Closed-End Units will be applied as Closed-End Collections with respect to such Reference Pool (determined after all processing on such day), as specified (x) in the case of the initial Closed-End Units with respect to such Reference Pool, in the related Exchange Note Supplement and (y) in the case of any Closed-End Units that are subsequently allocated to a Reference Pool pursuant to Section 6.2(b) of the Collateral Agency Agreement, in the applicable Reference Pool Reallocation Notice and (2) with respect to any Closed-End

Appendix A – page 11

Unit to be reallocated from any Reference Pool to the Warehouse Facility Pool pursuant to Section 6.2(e) of the Collateral Agency Agreement, the date as of which all Closed-End Collections with respect to such Closed-End Unit will be applied as Closed-End Collections with respect to the Warehouse Facility Pool, and shall no longer be applied as Closed-End Collections with respect to such Reference Pool (in each case, determined after all processing on such day), as specified in the related Warehouse Pool Reallocation Notice.

“Deal Agent” means Bank of America, N.A., as Deal Agent under the Collateral Agency Agreement.

“Dealer” means any Person who in the ordinary course of business sells or leases motor vehicles and has entered into a Dealer Agreement with World Omni.

“Dealer Agreement” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Dealer Recourse Right” means, with respect to any Closed-End Unit, any and all recourse rights against the originating Dealer.

“Default Notice” means a notice delivered to the Closed-End Collateral Agent and the Titling Trustee by any Warehouse Facility Secured Party stating that a Warehouse Facility Termination Event has occurred and is continuing under the provisions of its Warehouse Facility.

“Defaulted Receivable” means a Receivable: (a) as to which any Scheduled Payment, or part thereof in excess of $40.00, remains unpaid for more than 90 days from the original due date for such payment (other than a Receivable as to which an extension has been granted with respect to such date by the Closed-End Servicer pursuant to Section 6.2 of the Closed-End Servicing Agreement), or (b) that has been, or, consistent with the Credit and Collection Policy, would be, written off (in whole or in part) the books of the Closed-End Servicer or the Titling Trust, as the case may be, as uncollectible or (c) as to which the related Obligor is the subject of any bankruptcy or other insolvency proceeding.

“Delinquent Receivable” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Delaware Statutory Trust Act” means the Delaware Statutory Trust Act (currently Chapter 38 of Title 12, Sections 3801 through 3863 of the Delaware Code).

“Delaware Trustee” means U.S. Bank Trust National Association, a national banking association, and any successor thereto.

“Disposition Contract” has the meaning specified in the Master Exchange Agreement.

“Dollar” and the sign “$” means the lawful money of the United States of America.

“Draft Account” means Account No. 81887-03225, denominated “Word Omni Financial Corp.”, located at Bank of America or any such other account as may be specified as such from time to time by the Closed-End Servicer with notice to the Titling Trustee.

“DTC” means the Depository Trust Company, its nominee, and their respective successors.

Appendix A – page 12

“Effective Date” has the meaning specified in the Master Exchange Agreement.

“Effective MSRP” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Eligible Lease” has the meaning set forth in the related Receivables Financing Agreement.

“Eligible State” means any State in which the Titling Trust is qualified, authorized and licensed to hold title or other evidence of the interest in Closed-End Vehicles.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Eurodollar Loan” means, with respect to any Receivables Financing Agreement, any Advance (or portion thereof) that bears interest at the Eurodollar Rate (Reserve Adjusted).

“Eurodollar Rate (Reserve Adjusted)” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Event of Bankruptcy” will be deemed to have occurred with respect to a Person if either:

(i) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(ii) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors.

“Exchange Note Allocation Percentage” means, with respect to any Reference Pool and any date of determination, a fraction, expressed as a percentage, (i) the numerator of which is equal to the total amount of Unpaid Titling Trust Debt with respect to such Reference Pool as of such date of determination and (ii) the denominator of which is equal to the aggregate amount of Unpaid Titling Trust Debt with respect to the Warehouse Facility Pool and all Reference Pools, taken as a whole.

Appendix A – page 13

“Exchange Note Balance” means, with respect to any Closed-End Exchange Note, the initial principal balance of such Closed-End Exchange Note, as increased by the amount of any Subsequent Exchange Note Increases and as reduced by all amounts distributed on such Closed-End Exchange Note and allocable to principal.

“Exchange Note Collection Account” means the account designated as such with respect to any Reference Pool pursuant to Section 5.2(f)(ii) of the Closed-End Servicing Agreement.

“Exchange Note Interest Amount” means, with respect to any Closed-End Exchange Note and any Closed-End Exchange Note Payment Date, except as otherwise specified in the related Closed-End Exchange Note, the sum of:

(i) the portion of the Exchange Note Interest Amount with respect to such Closed-End Exchange Note and the immediately preceding Closed-End Exchange Note Payment Date that was not paid on such date; plus

(ii) the product of (A) the Exchange Note Balance as of the first day of such Interest Period, times (B) the applicable Exchange Note Interest Rate, times (C) the day count fraction specified in the related Closed-End Exchange Note and/or Exchange Note Supplement.

“Exchange Note Interest Rate” means, with respect to any Closed-End Exchange Note and any Interest Period, the fixed rate or floating rate specified in the related Closed-End Exchange Note.

“Exchange Note Principal Payment Amount” means the amount owed with respect to a principal payment for a Closed-End Exchange Note on each applicable Closed-End Exchange Note Payment Date, as set forth in the applicable Closed-End Exchange Note.

“Exchange Note Redemption Date” means with respect to the redemption of any Closed-End Exchange Note, the date on which such redemption is to occur pursuant to the terms of the applicable Servicing Supplement.

“Exchange Note Redemption Price” means, the amount payable with respect to a Closed-End Exchange Note in connection with the redemption of such Closed-End Exchange Note as set forth in the applicable Servicing Supplement.

“Exchange Noteholder” means, with respect to any Closed-End Exchange Note, the Initial Beneficiary or any indorsee of such Closed-End Exchange Note.

“Extension Fee” means, with respect to any Closed-End Lease that has had its Maturity Date extended pursuant to Section 6.2(a) of the Closed-End Servicing Agreement, any payment required to be made with respect to such Closed-End Lease by the Obligor.

“Facility Default” means either (1) an Event of Bankruptcy with respect to the Borrower or (2) the delivery of a notice of termination pursuant to Section 8.1(c) of the Closed-End Servicing Agreement following a Facility Servicer Event of Default (unless, in the case of this clause (2), a successor Closed-End Servicer has accepted its appointment on or before the date specified in such notice of termination pursuant to Section 8.4(c) of the Closed-End Servicing Agreement) will constitute a “Facility Default.”

“Facility Limit” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

Appendix A – page 14

“Facility Servicer Event of Default” has the meaning specified in Section 8.1(a) of the Closed-End Servicing Agreement.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal (for each day during such period) to:

(a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York; or

(b) if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Liquidity Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means, with respect to any Warehouse Facility, the meaning assigned to such term under the related Receivables Financing Agreement.

“Fees” means, with respect to any Warehouse Facility, all fees and other amounts payable by the Borrower to the Warehouse Facility Agent (for its own account or the account of any Warehouse Facility Lender) pursuant to the related Receivables Financing Agreement or any related Fee Letter.

“FICO Score” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Filing Collateral” means that portion of the Collateral in which a security interest may be perfected under the UCC by the filing of a financing statement.

“Final Scheduled Payment Date” means, with respect to any Closed-End Exchange Note, the date specified in such Closed-End Exchange Note or in the related Closed-End Exchange Note as the fixed date that the final payment of principal on such Closed-End Exchange Note is due and payable.

“Financial Officer” means the chief financial officer, treasurer, assistant treasurer or chief accounting officer of World Omni.

“Fiscal Quarter” means any period of three consecutive calendar months ending on the last day of any March, June, September or December, with respect to any Person, or such other quarterly periods as may be declared by such Person as its fiscal quarter, by notice to the Closed-End Collateral Agent and the Deal Agent.

“Fiscal Year” means any period of twelve consecutive calendar months ending on December 31 or, with respect to any Person, or such other annual period as may be declared by such Person as its fiscal year, by notice to the Closed-End Collateral Agent and the Deal Agent.

“Fitch” means Fitch, Inc., doing business as Fitch Ratings.

“Force Majeure” means any delay or failure in performance caused by acts beyond the Closed-End Servicer’s reasonable control, including acts of God, terrorism, war, vandalism, sabotage, accidents, fires, floods, hurricanes, tornados, civil unrest, strikes, labor disputes, mechanical or electronic

Appendix A – page 15

breakdown, shortages or delays in obtaining suitable parts or equipment, material, labor, or transportation, acts of subcontractors, interruption of utility services, acts of any unit of government or governmental agency, or any similar or dissimilar cause.

“GAAP” means the generally accepted United States accounting principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors from time to time.

“Governmental Authority” means the United States of America, any State or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “Governmental Authorities” has a meaning correlative to the foregoing.

“Grant” means to mortgage, pledge and grant a security interest in any specified property or assets.

“Hedge Contract” means any agreement (including any master agreement incorporated into a transaction and any agreement, whether or not in writing, relating to any single transaction) that is an interest rate swap, cap, collar, swaption, or option or similar agreement.

“Holder” means each holder of a Certificate.

“Holding Company” means ALF LLC, as Holder of the Open-End Collateral Specified Interest Certificate.

“Implicit Rate” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Indebtedness” of any Person means, without duplication:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(b) all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;

(c) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capitalized lease liabilities;

(d) all other items that, in accordance with GAAP, would be included as liabilities on the liability side of the balance sheet of such Person as of the date at which Indebtedness is to be determined;

(e) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services, and indebtedness (excluding prepaid interest thereon) secured by a lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

Appendix A – page 16

(f) all net obligations of such Person in respect of interest rate swap, cap, collar, swaption, option or similar agreements; and

(g) all Contingent Liabilities of such Person in respect of any of the foregoing.

“Indemnified Person” as used with respect to (i) any Receivables Financing Agreement, has the meaning specified therein, (ii) the Closed-End Servicing Agreement, has the meaning specified in Section 3.3(b), (c) or (d), as applicable, of the Closed-End Servicing Agreement and (iii) the Closed-End Administration Agreement, has the meaning specified in Section 3.2(a) or (b), as applicable, of the Closed-End Administration Agreement.

“Independent” means, when used with respect to any accountant, such an accountant, who may also be the Accountant who audits the books of the Company, the Closed-End Servicer or any of their respective Affiliates, who is Independent with respect to the Borrower, the Closed-End Servicer, and their respective Affiliates as contemplated by Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants. Whenever it is herein provided that any Independent Person’s opinion or certificate shall be furnished to the Titling Trustee, such Person shall be acceptable to the Titling Trustee if such opinion or certificate shall state that the signer has read this direction and that the signer is independent within the meaning thereof.

“Initial Beneficiary” means ALF LLC, as Initial Beneficiary under the Titling Trust Agreement.

“Insurance Expenses” means any amount of Insurance Proceeds (a) applied to the repair of the related Closed-End Vehicle, (b) released to an obligor in accordance with the normal servicing procedures of the Closed-End Servicer, or (c) representing other related expenses incurred by the Closed-End Servicer not otherwise included in Liquidation Expenses and recoverable under the Closed-End Servicing Agreement.

“Insurance Policies” means any residual value, comprehensive, collision, liability, physical damage, credit or other insurance policies (including rights under any self-insurance provided by World Omni and assigned to the Titling Trust), and all rights thereunder, which are maintained by the Closed-End Servicer, holders of any Closed-End Exchange Notes, any Closed-End Lease or any Affiliate of any of the foregoing, in each case to the extent such policy or program covers or applies to any Closed-End Lease, Closed-End Vehicle or the ability of any Closed-End Obligor to make any required payment under the related Closed-End Lease or with respect to the related Closed-End Vehicle, and any contingent or excess liability insurance policy or program maintained by or on behalf of the Titling Trust or with respect thereto. “Insurance Policy” has a meaning correlative to the foregoing.

“Insurance Proceeds” means, with respect to any Closed-End Lease or the related Closed-End Vehicle or Obligor, proceeds paid to the Closed-End Servicer or the Titling Trustee, on behalf of the Titling Trust, pursuant to an Insurance Policy and amounts paid to the Titling Trustee or the Closed-End Servicer under any other insurance policy related to such Closed-End Lease, Closed-End Vehicle or obligor (including but not limited to any contingent and excess liability insurance policy or residual value insurance policy maintained by or on behalf of the Titling Trustee, on behalf of the Titling Trust).

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of July 16, 2008, among (A) World Omni, as Titling Trust Administrator and as an Interest Holder, (B) WOLT, as Titling Trust, (C) ALF LLC, as a Multiple-Use SPV and as an Interest Holder, (D) VT Inc., as Titling Trustee and as an Interest Holder and (E) each of the other Persons identified from time to time as “Interest Holders” on Schedule I to such agreement.

Appendix A – page 17

“Interest Period” has:

(A) with respect to any Closed-End Exchange Note, the meaning specified in the related Exchange Note Supplement; and

(B) with respect to any Advance under any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Intermediary Funds” has the meaning specified in the Master Exchange Agreement.

“Investment Company Act” means the Investment Company Act of 1940.

“IRS” means the Internal Revenue Service.

“Joinder Agreement” has the meaning specified in the Intercreditor Agreement.

“Joint Account” has the meaning specified in the Master Exchange Agreement.

“Joint Account Agreement” has the meaning specified in the Master Exchange Agreement.

“Lease Balance” means, with respect to any Closed-End Lease as of any date, an amount equal to (a) the sum of all Scheduled Payments remaining to be made (provided, however, that, Payments Ahead received but not yet applied are deemed to be Scheduled Payments remaining to be made), less any unearned finance or other charges relating to the period beginning after the next succeeding payment date for Scheduled Payments on such Closed-End Lease (determined in accordance with the actuarial method) in accordance with the usual practices of the Closed-End Servicer, plus (b) the Booked Residual Value of the related Closed-End Vehicle.

“Lease Files” means, with respect to any Closed-End Lease and Closed-End Obligor:

(i) the original of the Closed-End Lease (or electronic copies of such documents that satisfy Section 9-105 of the UCC) that is clearly marked to show the Titling Trust as the owner of such Closed-End Lease;

(ii) the original credit application fully executed by the Closed-End Obligor or a photocopy or electronic facsimile thereof;

(iii) the original Certificate of Title and all related documents and records (electronic or otherwise) evidencing the ownership of the related Closed-End Vehicle or Closed-End Vehicles; and

(iv) any and all other documents that the Closed-End Servicer retains on file, in accordance with the Credit and Collection Policy, relating to such Closed-End Lease, or the related Closed-End Vehicle or Closed-End Vehicles or Closed-End Obligor.

Appendix A – page 18

“Lease Funding Account” means the account established and maintained by the Closed-End Servicer pursuant to Section 5.2(b) of the Closed-End Servicing Agreement, which account initially shall be account no. 77044091 maintained at the Lease Funding Account Bank.

“Lease Funding Account Agreement” means the Securities Account Control Agreement, among the Titling Trust, as Borrower, the Closed-End Collateral Agent, the Closed-End Servicer, and U.S. Bank, as account bank (in such capacity, the “Lease Funding Account Bank”) and as securities intermediary (in such capacity, the “Securities Intermediary”).

“Lease Funding Account Bank” means U.S. Bank.

“Lease Number” means, with respect to any Closed-End Lease, the identifying number, if any, assigned to such Closed-End Lease by the Closed-End Servicer on its internal books and records.

“Lien” means a security interest, lien, charge, pledge, equity, or encumbrance of any kind.

“Liquidation Expenses” means reasonable out-of-pocket expenses incurred by the Closed-End Servicer in connection with the attempted realization of the full amounts due or to become due under any Closed-End Lease, including expenses in connection with the repossession of any related Closed-End Vehicle, the sale of such a Closed-End Vehicle, whether upon its repossession or upon return of a Closed-End Vehicle on or around the Maturity Date or any Extended Termination Date, any collection effort (whether or not resulting in a lawsuit against the obligor under such Closed-End Lease) or any application for Insurance Proceeds.

“Liquidation Proceeds” means gross amounts received by the Closed-End Servicer or the Titling Trustee, on behalf of the Titling Trust (before reimbursement for Liquidation Expenses), in connection with the realization of the full amounts due or to become due under any Closed-End Lease, whether from the sale or other disposition of the related Closed-End Vehicle (without regard to whether such proceeds exceed the Booked Residual Value therefor), the proceeds of any collection effort (whether or not resulting in a lawsuit against the obligor under such Closed-End Lease), the proceeds of recourse payments by Dealers, receipt of Insurance Proceeds, or collection of amounts due hereunder in respect of that Closed-End Lease (including but not limited to the application of any security deposit pursuant to the Credit and Collection Policy) or otherwise; provided, however, that, for the avoidance of doubt, “Liquidation Proceeds” shall not include any Disposition Deposit Amounts distributed by the Qualified Intermediary to the Closed-End Servicer in accordance with the first proviso of Section 4.15 of the Master Exchange Agreement.

“Liquidity Agent” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Liquidity Agreement” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Liquidity Bank” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Master Exchange Agreement” means the Second Amended and Restated Master Exchange Agreement, dated as of December 15, 2009, among World Omni, individually, as servicer and as Titling Trust Administrator, the ALF LLC, the Titling Trust, the QI Administrator and the Qualified Intermediary.

Appendix A – page 19

“Material Adverse Effect” means with respect to any event or circumstance, a material adverse effect on:

(a) the business, assets, financial condition or operations of World Omni and its Subsidiaries, taken as a whole, the Borrower, ALF LLC or the Titling Trust;

(b) the ability of World Omni, Closed-End Servicer (if World Omni), ALF LLC or the Borrower to perform their respective obligations under any Basic Document to which such Person is a party;

(c) the validity, enforceability or collectibility of any Basic Document; or

(d) the status, existence, perfection or priority of the Closed-End Collateral Agent’s security interest in the Collateral.

“Maturity Date” means, with respect to any Closed-End Lease, the date on which the related Closed-End Vehicle is scheduled to be returned if not purchased by the Obligor thereunder, as such date may be extended in accordance with the Closed-End Servicing Agreement.

“Merger” means the merger between the Alabama Trust and WOLT after which WOLT was the surviving entity pursuant to the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of July 16, 2008, between the Alabama Trust and the Titling Trust, with respect to the Merger.

“Month End Date” means the last day of each calendar month.

“Monthly Reporting Date” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Moody’s” means Moody’s Investors Service, Inc.; provided, however, that, references in the Basic Documents to Moody’s shall be disregarded if and when it ceases to rate the Commercial Paper Notes of all Warehouse Facility Lenders.

“Net Credit Losses” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Net Liquidation Proceeds” means the Liquidation Proceeds, net of Liquidation Expenses Received from the sale or other disposition of a Returned Vehicle or Payoff Concession Vehicle.

“Net Investment Value” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Notice Requirements” means, for purposes of any Basic Document that incorporates this definition of “Notice Requirements,” the following conditions, terms and requirements:

(1) Notices in Writing. All notices, requests, demands, consents, waivers or other communications to or from the parties to such document will be in writing.

Appendix A – page 20

(2) Delivery of Notices. Notices, requests, demands, consents and other communications will be deemed to have been given and made:

(A) upon delivery or, in the case of a letter mailed via registered first class mail, postage prepaid, 3 days after deposit in the mail;

(B) in the case of a facsimile, when receipt is confirmed by telephone or by reply email or reply facsimile from the recipient;

(C) in the case of an email, when receipt is confirmed by telephone or by reply email from the recipient; and

(D) in the case of an electronic posting to a password-protected website, upon printed confirmation of the recipient’s access to such password-protected website, or when notification of such electronic posting is confirmed in accordance with clauses (2)(A) through (2)(C) of this definition.

(3) Address for Notices. Unless otherwise specified in the applicable Basic Document, any such notice, request, demand, consent or other communication will be delivered or addressed to the intended party at the address or facsimile number set forth from time to time on Schedule I or Schedule II, as the case may be, to the Intercreditor Agreement.

(4) When Notice Giver and Recipient are the Same Person. Notwithstanding the foregoing part of this definition, in the case of any requirement under the applicable Basic Document to provide notice, where both the party required to deliver such notice and the party entitled to receive such notice are the same Person (whether acting in the same or in different capacities), such notice shall be deemed to have been delivered immediately, on the date that such requirement arises, without any action on the part of such Person.

“Obligation” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Obligor” means a Person that is obligated to make payments with respect to a Receivable.

“Officer’s Certificate” means, subject to the terms of any applicable Exchange Note Supplement, with respect to the Closed-End Servicer, a certificate signed by any Authorized Officer of the Closed-End Servicer; and with respect to the Borrower, a certificate signed by any Authorized Officer of the Borrower and delivered to the Closed-End Administrative Agent, Warehouse Facility Lender, and, if so specified in the provision requiring delivery of such certificate, to each Borrower, if any.

“One-Month LIBOR” means, with respect to the last Business Day of each calendar week and for any Warehouse Facility:

(a) the rate per annum (carried out to the fifth decimal place) equal to the rate that appears on the Bloomberg Screen BTMM Page under the heading “LIBOR FIX” for deposits in Dollars having a one-month maturity, determined as of approximately 11:00 a.m. (London time), or

(b) in the event that the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum (carried to the fifth decimal place) equal to the rate determined by the applicable Warehouse Facility Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars having a one-month maturity, determined as of approximately 11:00 a.m. (London time), or

Appendix A – page 21

(c) in the event the rates referenced in the preceding subsections (a) or (b) are not available, the rate per annum determined by the applicable Warehouse Facility Agent as the rate of interest at which deposits in Dollars in same day funds and having a one-month maturity would be offered by its London Branch (the “Eurodollar Office”) to major banks in the offshore interbank market at their request at approximately 11:00 a.m. (London time).

“Open-End Collateral Specification Notice” means the Specification Notice, dated as of July 16, 2008, and establishing the Open-End Collateral Specified Interest.

“Open-End Collateral Specified Interest” means the Specified Interest designated as the “Open-End Collateral Specified Interest” pursuant to the Open-End Collateral Specification Notice.

“Opinion of Counsel” means a written opinion of counsel who may be an employee of or counsel to the Borrower or an Affiliate of the Borrower and, in the case of an opinion of counsel to be delivered to the Closed-End Administrative Agent (i) is delivered by counsel reasonably acceptable to the Closed-End Administrative Agent and (ii) is addressed to the Closed-End Administrative Agent. “Opinions of Counsel” has a meaning correlative to the foregoing.

“Other Proceeds” means moneys arising from the sale, exchange, lease, collection or other disposition of lease contracts and related leased vehicles or other receivables (other than the Closed-End Leases and Closed-End Vehicles) as to which the Closed-End Servicer is acting as servicer.

“Outstanding” means, with respect to the Closed-End Exchange Notes, as of any date, all Closed-End Exchange Notes authenticated and delivered under any Exchange Note Supplement on or before such date except:

(i) Closed-End Exchange Notes that have been cancelled by the Borrower or delivered to the Closed-End Administrative Agent for cancellation;

(ii) Closed-End Exchange Notes or portions of Closed-End Exchange Notes to the extent and amount necessary to pay all or such portion of such Closed-End Exchange Notes has been deposited with the Closed-End Administrative Agent in trust for the Exchange Noteholders of such Closed-End Exchange Notes on or before such date, provided that if such Closed-End Exchange Notes are to be redeemed, notice of such redemption has been duly given pursuant to any Exchange Note Supplement or provision for such notice has been made, satisfactory to the Closed-End Administrative Agent; and

(iii) Closed-End Exchange Notes in exchange for or in lieu of which other Closed-End Exchange Notes have been authenticated and delivered pursuant to an Exchange Note Supplement unless proof satisfactory to the Closed-End Administrative Agent is presented that a bona fide purchaser holds any such Closed-End Exchange Notes;

provided that in determining (A) whether the Exchange Noteholders of Closed-End Exchange Notes evidencing the requisite Exchange Note Balance have given any request, demand, authorization, direction, notice, consent, or waiver under any Basic Document, Closed-End Exchange Notes owned by the Borrower, the Closed-End Servicer and any of their Affiliates will be disregarded and deemed not to be Outstanding and (B) whether the Closed-End Administrative Agent is protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Closed-End Exchange Notes that an Authorized Officer of the Closed-End Administrative Agent knows to be so owned will be disregarded and deemed not to be Outstanding. Closed-End Exchange Notes owned by the Borrower, the Closed-End Servicer or any of their Affiliates that have been pledged in good faith may be regarded as

Appendix A – page 22

Outstanding if the pledgee establishes to the satisfaction of the Closed-End Administrative Agent the pledgee’s right to act with respect to such Closed-End Exchange Notes and that the pledgee is not the Borrower, the Closed-End Servicer or any of their Affiliates.

“Outstanding Principal Balance” has, with respect to any Warehouse Facility, the meaning set forth in the related Receivables Financing Agreement.

“Payment Ahead” means any payment of one or more Scheduled Payments (not constituting a Prepayment) remitted by an Obligor with respect to a Closed-End Lease in excess of the Scheduled Payment due with respect to such Closed-End Lease, which sums the Obligor has instructed the Closed-End Servicer to apply to Scheduled Payments due in one or more immediately subsequent calendar months. “Payments Ahead” has a meaning correlative to the foregoing.

“Payment Date” means the 10th day of each calendar month, or, if any such day is not a Business Day, the immediately succeeding Business Day.

“Payment Information” means, with respect to any Closed-End Collected Amount, the following information with respect to such Closed-End Collected Amount or the related Closed-End Lease or Closed-End Vehicle, as the case may be:

(1) the amount of such Closed-End Collected Amount;

(2) the Lease Number of the related Closed-End Lease;

(3) the nature of such Closed-End Collected Amount;

(4) the Receipt Date; and

(5) the Asset Pool in which such Closed-End Lease and Closed-End Vehicle are included.

“Payoff Concession Vehicle” means any Closed-End Vehicle that the Closed-End Servicer has permitted the Obligor under the related Closed-End Lease to purchase for an amount less than the Booked Residual Value of such Closed-End Vehicle.

“Percentage” means, as to any Warehouse Facility Lender or Exchange Noteholder:

P_Party + C_Party

P_All+ C_All

Where:

PParty	=	The aggregate outstanding principal amount of the Advances, or the aggregate Exchange Note Balance of the Closed-End Exchange Notes, as the case may be, under which such Secured Party is entitled to payment
CParty	=	The aggregate amount of the unused Commitments (in the case of a Warehouse Facility Lender)
PAll		The sum of (i) aggregate outstanding principal amount of all outstanding Advances plus (ii) the aggregate Exchange Note Balance of all Exchange Notes
CAll		The aggregate amount of the unused Commitments of all Warehouse Facility Lenders

Appendix A – page 23

“Performance Guarantor” means JM Family Enterprises, Inc.

“Performance Guaranty” means the Performance Guaranty, dated as of December 15, 2009, made by the Performance Guarantor in favor of the Deal Agent for the benefit of the Warehouse Facility Secured Parties.

“Permitted Investments” means, with respect to any Securities Account or any amounts on deposit therein, any one or more of the following instruments, obligations or securities:

(i) Treasury and Agency Debt. (A) Direct obligations of, and obligations fully guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States (other than the Government National Mortgage Association) and (B) the direct obligations of, or obligations fully guaranteed by, the Federal National Mortgage Association or any State.

(ii) Bank Obligations. Certificates of deposit (and time deposits represented by such certificates of deposit) of, bankers’ acceptances issued by, or federal funds sold by any depository institution or trust company (including the Titling Trustee or any Affiliate thereof) incorporated under the laws of the United States or any state and subject to supervision and examination by federal and/or state banking authorities, so long as at the time of such investment or contractual commitment providing for such investment either the short-term, unsecured debt obligations of such depository institution or trust company have the highest available credit ratings from any two national rating agencies or the Titling Trustee shall have received a letter from any such rating agencies that then rate any Trust-Related Obligation to the effect that such investment would not result in the qualification, downgrading or withdrawal of any rating then assigned to such Trust-Related Obligation.

(iii) Repos. Repurchase obligations with respect to (A) any security described in clause (i) of this definition, or (B) any other security issued or guaranteed by any agency or instrumentality of the United States, in either case entered into with a depository institution or trust company (including the Titling Trustee or any Affiliate thereof) acting as principal, whose obligations having the same maturity as that of the repurchase agreement would be Permitted Investments under clause (ii) of this definition; provided, however, that, repurchase obligations entered into with any particular depository institution or trust company (including the Titling Trustee or any Affiliate thereof) will not be Permitted Investments to the extent that the aggregate principal amount of such repurchase obligations with such depository institution or trust company held as part of the Titling Trust Assets shall exceed 10% of all Permitted Investments held as part of the Titling Trust Assets.

(iv) Commercial Paper. Securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any State so long as at the time of such investment or contractual commitment providing for such investment either the long-term, unsecured debt of such corporation has the highest available ratings from any two national rating agencies or the Titling Trustee shall have received a letter from any such rating agency that then rates any Trust-Related Obligation to the effect that such investment would not result in the qualification, downgrading or withdrawal of the rating then assigned to such Trust-Related Obligation, or commercial paper or other short-term debt rated by any national rating agency in one of its two highest rating categories.

Appendix A – page 24

(v) Short-Term Institutional Investments. Amounts in “sweep accounts,” short-term asset management accounts, funds classified as money market funds and the like utilized for the commingled investment, on an overnight basis, of residual balances in investment accounts maintained at the institution at which the applicable Securities Account is maintained and any Affiliate thereof.

“Permitted Lien” means, with respect to any Closed-End Lease or Closed-End Vehicle, any tax lien, mechanics’ lien or lien that attaches to a Closed-End Lease or Closed-End Vehicle by operation of law and arises solely as a result of an action or omission of the related Closed-End Obligor.

“Permitted Variance” means, with respect to (A) weighted average FICO Score, 0.50%: (B) weighted average original term to maturity, 5.0%; (C) weighted average remaining term to maturity, 5.0%; (D) geographic concentration, 3.0%; and (E) vehicle model concentration, 5.0%.

“Person” means a natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, joint stock company, trust, incorporated organization, government or any agency or political subdivision thereof.

“Plan” means a Benefit Plan Investor that is subject to Title I of ERISA, Section 4975 of the Code or substantially similar federal, state or local law.

“Posted” means a condition that will be true as of any date of determination and with respect to any Closed-End Collected Amount if either (A) such Closed-End Collected Amount was accompanied by all related Payment Information or (B) such Payment Information otherwise has been received on or prior to such date of determination.

“Posted Date” means, as used with respect to any Closed-End Collections or any Closed-End Collected Amount, the date on which such amount was Posted.

“Prepayment” means payment to the Closed-End Servicer of 100% of the Outstanding Principal Balance of a Closed-End Lease (exclusive of any Closed-End Lease referred to in the definition of the term “Charged-off Lease”), including any related payment of interest.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Pro Rata Share” means, with respect to any Warehouse Facility Lender, a fraction, of which (1) the numerator is equal to the aggregate outstanding principal amount of the Advances made by such Warehouse Facility Lender and (2) the denominator is equal to sum of the Aggregate Loan Amount plus the Aggregate Wind-Down Loan Amount.

“QI Administrator” means Bank One Exchange Corporation, as QI Administrator under the Master Exchange Agreement.

“Qualified Institution” means any bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that is subject to supervision and examination by federal or State banking or depository institution authorities and which bank or depository institution (i) has a short-term deposit

Appendix A – page 25

rating of “Prime-1” by Moody’s and “A-1” by Standard & Poor’s, (ii) if such bank or depository institution holds any relevant account other than as segregated trust accounts and the deposits are to be held in such accounts more than 30 days, has a long-term unsecured debt rating or Borrower rating of not less than “AA-” by Standard & Poor’s and (iii) in the case of any such institution organized under the laws of the United States, whose deposits are insured by the Federal Deposit Insurance Corporation.

“Qualified Intermediary” means WOFC QI Exchange LLC, as Qualified Intermediary under the Master Exchange Agreement.

“Qualified Trust Institution” means the corporate trust department of U.S. Bank or any bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that is subject to supervision and examination by federal or State banking or depository institution authorities and which bank or depository institution (i) is authorized under such laws to act as a trustee or in any other fiduciary capacity, (ii) holds not less than $1,000,000,000 in assets in its fiduciary capacity and (iii) has a long-term deposit rating of not less than “Baa3” from Moody’s.

“Qualifying Hedge Contract” means any Qualifying Swap Contract and any interest rate cap agreement, swaption or option (or other hedge agreement approved in writing by each Warehouse Facility Agent) entered into by the Borrower to hedge its interest rate risk with respect to the Advances under the Warehouse Facilities that satisfies each of the following conditions:

(a) the counterparty thereunder is rated at least “A-,” “A3” or the equivalent by each of S&P and Moody’s;

(b) all of the Borrower’s right, title and interest under such agreement has been pledged by the Borrower to the Closed-End Collateral Agent under the Security Agreement, for the benefit of the Secured Parties, the counterparty thereunder has consented to such pledge and has agreed to make all payments thereunder to the Closed-End Administrative Agent, on behalf of the Warehouse Facility Secured Parties, upon receipt of notice from the Closed-End Collateral Agent that a Warehouse Facility Termination Event has occurred under any Warehouse Facility, and the Closed-End Collateral Agent, on behalf of the Secured Parties, shall have the right to cure any defaults by the Borrower under such agreement;

(c) the master agreement governing such agreement contains the provisions set forth on Schedule I attached hereto, and copies of each such agreement entered into with each counterparty and each confirmation issued thereunder shall have been delivered to the Closed-End Collateral Agent to be held by the Closed-End Collateral Agent on behalf of each Warehouse Facility Agent; and

(d) unless each Warehouse Facility Agent shall have otherwise agreed in writing, the Borrower shall not have any payment obligations thereunder other than a single upfront payment obligation, which upfront payment obligation shall be required to have been performed in full before such cap agreement, swaption or option (or other agreement) shall qualify as a Qualifying Hedge Contract.

“Qualifying Swap Contract” means any interest rate swap agreement approved by each Warehouse Facility Agent.

“Rating Agencies” means, with respect to any Warehouse Facility Lender, at any time, the rating agencies that have been requested to rate, and in fact are rating, the Commercial Paper Notes of such Warehouse Facility Lender. “Rating Agency” means any one of the foregoing.

Appendix A – page 26

“Receipt Date” means, as used with respect to any Closed-End Collections or any Closed-End Collected Amount, the date on which such amount was Received.

“Receivable” means any right to payment from a Person arising under a Closed-End Lease, and includes without limitation the right to payment of any interest or finance charges and other obligations of such Person with respect thereto.

“Receivables Financing Agreement” means any one of, and “Receivables Financing Agreements” means all of, the following:

(i) the Bank of America Receivables Financing Agreement; and

(ii) any receivables financing agreements or similar documents entered into from time to time after the Closing Date in connection with any Additional Warehouse Facilities pursuant to Section 2.1(b) of the Collateral Agency Agreement (each of such receivables financing agreements to be in substantially the form of the Receivables Financing Agreements relating to the Current Warehouse Facilities).

“Received” or “Receipt” means a condition that exists with respect to any Closed-End Collected Amount when such amount has been actually received by the Closed-End Servicer either (1) through any lock box or similar mechanism used for the collection of regular periodic payments on leases and/or receivables owned or serviced by it or (2) directly at any of its servicing offices.

“Reference Pool Servicing Fee” has, with respect to any Reference Pool, the meaning specified in the related Servicing Supplement.

“Registered Pledgee” has the meaning specified in the Titling Trust Agreement.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System.

“Regulatory Change” means, relative to any Affected Party:

(a) any change in (or the adoption, implementation, change in the phase-in or commencement of effectiveness of) any:

(i) United States Federal or state law or foreign law applicable to such Affected Party,

(ii) regulation, interpretation, directive, requirement or request (whether or not having the force of law) applicable to such Affected Party of (A) any court or government authority charged with the interpretation or administration of any law referred to in clause (a)(i) or of (B) any fiscal, monetary or other authority having jurisdiction over such Affected Party, or

(iii) GAAP or regulatory accounting principles applicable to such Affected Party and affecting the application to such Affected Party of any law, regulation, interpretation, directive, requirement or request referred to in clauses (a)(i) or (a)(ii) of this definition;

Appendix A – page 27

(b) any change in the application to such Affected Party of any existing law, regulation, interpretation, directive, requirement, request or accounting principles referred to in clauses (a)(i), (a)(ii) or (a)(iii) above; or

(c) the issuance, publication or release of any regulation, interpretation, directive, requirement or request of a type described in clause (a)(ii) above to the effect that the obligations of any Liquidity Bank under a Liquidity Agreement are not entitled to be included in the zero percent category of off-balance sheet assets for purposes of any risk-weighted capital guidelines applicable to such Liquidity Bank or any related Affected Party.

“Released Intermediary Funds” means all funds available for deposit in the Lease Funding Account pursuant to Section 4.15 of the Master Exchange Agreement. Upon the deposit of any Released Intermediary Funds into the Lease Funding Account, such funds shall be deemed to be a capital contribution by ALF LLC to the Titling Trust with respect to the Closed-End Collateral Specified Interest.

“Relevant Entities” mean each of World Omni, as the initial Closed-End Servicer, the Performance Guarantor, ALF LLC, and the Borrower. Each of the foregoing is referred to as a “Relevant Entity.”

“Relinquished Vehicle” has the meaning specified in the Master Exchange Agreement; provided, however, that, “Relinquished Vehicle” shall include only a Closed-End Vehicle that was allocated to the Closed-End Collateral Specified Interest at the time of the disposition thereof.

“Relinquished Vehicle Proceeds” means, with respect to any Relinquished Vehicle as to which the assignment of rights under the related Disposition Contract to the Qualified Intermediary under the Master Exchange Agreement has not been revoked, without duplication:

(1) all Liquidation Proceeds with respect to any such Relinquished Vehicle allocated to the Closed-End Collateral Specified Interest;

(2) all other proceeds of the sale or disposition of such Relinquished Vehicle (including all proceeds of any Insurance Policies); and

(3) all subvention payments with respect to such Relinquished Vehicle.

“Replacement Vehicle” has the meaning specified in the Master Exchange Agreement.

“Replacement Vehicle Purchase Price” has the meaning specified in the Master Exchange Agreement.

“Required Lease Funding Account Balance” means, as of any date, an amount equal to the sum of (a) the product of (i) 1.5 multiplied by (ii) all amounts payable on the immediately preceding Payment Date pursuant to clauses SECOND, THIRD and SIXTH of Section 10.2 or clauses FOURTH, FIFTH and SEVENTH of Section 10.3(a), as applicable, multiplied by (iii) a fraction, of which (x) the numerator is equal to the current Aggregate Loan Amount and (y) the denominator is equal to the Aggregate Loan Amount as of the last day of the immediately preceding calendar month plus (b) all indemnity obligations of WOLT in respect of all Revolving Warehouse Facilities (including all amounts payable as increased costs or funding losses pursuant to any such Revolving Warehouse Facility).

Appendix A – page 28

“Required Remittance Date” means for any Closed-End Collected Amount, the date determined as follows:

If such Collected Amount is—	Then the Required Remittance Date will be—
accompanied by all Payment Information upon Receipt	the second Business Day following the Receipt Date
not accompanied by all Payment Information and not constituting Released Intermediary Funds	the second Business Day following the Posted Date
Released Intermediary Funds	the second Business Day following the Receipt Date

“Required Secured Parties” means, at any time:

(i) with respect to any action, determination or other matter that relates solely to the Warehouse Facility Secured Parties, the Warehouse Facilities or the Warehouse Facility Pool, (A) so long as any Advances remain outstanding, the Required Warehouse Lenders and (B) thereafter, the Warehouse Facility Secured Parties holding unpaid Secured Obligations with respect to the Warehouse Facility Pool that aggregate more than 50% of all Secured Obligations owed to the Warehouse Facility Secured Parties at such time;

(ii) with respect to any action, determination or other matter that relates solely to a single Closed-End Exchange Note or the related Reference Pool, (A) prior to the payment in full of the Closed-End Exchange Note, the related Exchange Noteholder, and (B) thereafter, the Closed-End EN Secured Parties with respect to such Reference Pool holding Secured Obligations that aggregate more than 50% of all Secured Obligations owed to all related Closed-End EN Secured Parties at such time; and

(iii) with respect to any other action, determination or other matter, (A) so long as any Advance or Closed-End Exchange Note remains outstanding, the Warehouse Facility Lenders and Exchange Noteholders having Percentages that aggregate more than 50% and (B) thereafter, Secured Parties holding unpaid Secured Obligations that aggregate more than 50% of all Secured Obligations owed to the Secured Parties at such time.

“Required Warehouse Lenders” means, at any time, any Warehouse Facility Lender or Warehouse Facility Lenders holding Warehouse Facility Lender Percentages that aggregate more than 50%.

“Restricted Pool” has the meaning specified in the Master Exchange Agreement.

“Restricted Pool Condition” has the meaning specified in the Master Exchange Agreement.

“Return Date” means, with respect to any Returned Vehicle, the date on which such Closed-End Vehicle is returned to the Closed-End Servicer.

“Returned Vehicle” means any Closed-End Vehicle related to a Closed-End Lease, with respect to which all Scheduled Payments due thereunder have been made, and which Closed-End Vehicle has been returned to the Closed-End Servicer on behalf of the Titling Trust. For the avoidance of doubt, no repossessed Closed-End Vehicle shall be considered a Returned Vehicle.

Appendix A – page 29

“Returned Vehicle Disposition” means (i) the disposition by the Closed-End Servicer of a Returned Vehicle or (ii) any purchase of a Payoff Concession Vehicle by the Obligor under the related Closed-End Lease.

“Revolving Lender” means any one of, and “Revolving Lenders” means all of, the Warehouse Facility Lenders relating to any Revolving Warehouse Facility.

“Revolving Pool” means all Closed-End Leases, Closed-End Vehicles and other Titling Trust Assets allocated to the Warehouse Facility Pool that are not included in a Wind-Down Pool.

“Revolving Pool Asset” means a Closed-End Asset included in the Revolving Pool.

“Revolving Pool Collected Amounts” means all Closed-End Warehouse Collected Amounts with respect to the Closed-End Leases and Closed-End Vehicles included in the Revolving Pool.

“Revolving Pool Collections” means all Revolving Pool Collected Amounts that have been both (x) Received and (y) Posted, in each case as of the relevant date of determination.

“Revolving Pool Excess Funds” means, with respect to any Payment Date, the portion of Closed-End Warehouse Facility Excess Funds on deposit in the Company Account that relate to Revolving Pool Collections.

“Revolving Pool Share” means, on any date, a fractional share equal to the aggregate Outstanding Principal Balance of all Closed-End Leases included in the Revolving Pool on such date, divided by the aggregate Outstanding Principal Balance of all Closed-End Leases allocated to the Warehouse Facility Pool on such date.

“Revolving Warehouse Facility” means one of, and “Revolving Warehouse Facilities” means all of, the Warehouse Facilities with respect to which no Wind-Down Pool has been created.

“Revolving Warehouse Facility Agent” means a financial institution that is identified as the “Agent”, “Administrative Agent”, or “Warehouse Facility Agent” of a Warehouse Facility Lender under the Receivables Financing Agreement with respect to any Revolving Warehouse Facility.

“Revolving Warehouse Facility Secured Party” means the Deal Agent, the Revolving Lenders, the Revolving Warehouse Facility Agents and each of the other Secured Parties as to which the applicable Secured Obligations arise under the Revolving Warehouse Facilities, and “Revolving Warehouse Facility Secured Parties” has a meaning correlative to the foregoing.

“RV Adjustment Funds” means any payments received by the Closed-End Servicer from any Person made in order to subsidize or otherwise fund any unpaid modification to the dollar value acceptable by the Closed-End Servicer as the Booked Residual Value of any Closed-End Vehicle.

“Scheduled Commitment Termination Date” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

Appendix A – page 30

“Scheduled Payment” means, with respect to any Closed-End Lease, the payments made or required to be made under such Closed-End Lease, as the case may be; excluding, however, any portion of such payment that represents late payment charges and payments in respect of taxes, licenses or similar items.

“Schedule of Leases and Vehicles” means the list of Titling Trust Leases and related Titling Trust Vehicles, on microfiche, microfilm or hard paper copy, that are included as Titling Trust Assets allocated to the Closed-End Collateral Specified Interest, as such list may be revised and supplemented from time to time pursuant to Section 4.4 of the Closed-End Servicing Agreement, and which shall set forth the following information with respect to each such Titling Trust Lease in separate columns or data fields:

1. Lease Number

2. Date of Origination

3. Maturity Date

4. Monthly Lease Payment

5. Original Principal Balance

6. Outstanding Principal Balance as of the last day of the immediately preceding calendar month

7. Booked Residual Value

8. Portfolio

9. Vehicle Identification Number

10. Model Year

11. Make

12. Model

“Secured Parties” means the Deal Agent, the Warehouse Facility Lenders, the Warehouse Facility Agents, the Exchange Noteholders and each of the other Persons to whom Secured Obligations are owed. Each of the foregoing is a “Secured Party.”

“Security Deposit” means, with respect to any Closed-End Lease, the refundable security deposit specified in such Closed-End Lease.

“Securities Act” means the Securities Act of 1933.

“Security Agreement” means the Third Amended and Restated Pledge and Security Agreement, dated as of July 16, 2008, between the Borrower, as grantor, the Closed-End Collateral Agent, as secured party, and the Security Agreement Consenting Parties from time to time party to such agreement, as amended, supplemented or otherwise modified from time to time.

“Series” has the meaning specified in the Titling Trust Agreement.

“Servicer Event of Default” means a Facility Servicer Event of Default, a Warehouse Facility Servicer Default or an Exchange Note Servicer Default, as the context requires.

“Servicing Fee” means, with respect to any Closed-End EN Collection Period, the sum of the Warehouse Facility Pool Servicing Fee and the Reference Pool Servicing Fees, if any.

“Servicing Fee Rate” means 1%.

“Specification Notice” has the meaning specified in the Titling Trust Agreement.

Appendix A – page 31

“Specified Assets” has the meaning specified in the Titling Trust Agreement.

“Specified Interest” has the meaning specified in the Titling Trust Agreement.

“Specified Asset Titling Trust Administrator Fee” has the meaning specified in the Titling Trust Agreement.

“Specified Parameters” means, on any date of determination, each of the following as of such date:

(A) weighted average FICO Score;

(B) weighted average original term to maturity of the Closed-End Leases;

(C) weighted average remaining term to maturity of the Closed-End Leases;

(D) the geographic concentration of the Closed-End Leases, represented by a fraction, expressed as a percentage, (i) the numerator of which is equal to the aggregate Outstanding Principal Balance of Eligible Leases originated in the four (4) states with the highest Outstanding Principal Balances of Eligible Lease originations and (ii) the denominator of which is equal to the aggregate Outstanding Principal Balance of all Closed-End Leases included in the Warehouse Facility Pool or Wind-Down Pool, as applicable; and

(E) the vehicle model concentration of the Closed-End Leases, represented by a fraction, expressed as a percentage, (i) the numerator of which is equal to the aggregate Outstanding Principal Balance of Eligible Leases relating to Closed-End Vehicles representing the five (5) vehicle models with the highest Outstanding Principal Balances of related Eligible Leases and (ii) the denominator of which is equal to the aggregate Outstanding Principal Balance of all Closed-End Leases included in the Warehouse Facility Pool or Wind-Down Pool, as applicable.

“Standard & Poor’s” and “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business; provided, however, that, references in the Basic Documents to “Standard & Poor’s” or “S&P” shall be disregarded if and when it ceases to rate the Commercial Paper Notes of all Warehouse Facility Lenders.

“Stated Maturity Date” means, with respect to the Receivables Financing Agreements, six (6) years after the Scheduled Commitment Termination Date under such Receivables Financing Agreements, as such date is extended as provided therein.

“State” means any state or Commonwealth of the United States or the District of Columbia.

“Subordinated Interest” means, with respect to any Warehouse Facility Lender and any Payment Date, the positive difference, if any, between (i) the amount of interest accrued on all Advances of such Warehouse Facility Lender (or a portion thereof) funded or maintained other than by the issuance of Commercial Paper Notes during the related Interest Period and (ii) the amount of interest that would have accrued on such Advances (or a portion thereof) during such Interest Period at an interest rate per annum equal to the Eurodollar Rate (Reserve Adjusted) for such Interest Period, plus 1.00%.

“Subsidiary” means, with respect to any Person, a corporation of which such Person and/or its other Subsidiaries own, directly or indirectly, such number of outstanding shares as have more than 50% of the ordinary voting power for the election of directors. “Subsidiaries” has a meaning correlative to the foregoing.

Appendix A – page 32

“Tangible Net Worth” means, with respect to any Person, the net worth of such Person calculated in accordance with GAAP after subtracting therefrom the aggregate amount of such Person’s intangible assets (other than, with respect to the Borrower, the Collateral), including, without limitation, goodwill, franchises, licenses, patents, trademarks, trade names, copyrights and service marks.

“Titling Trust” means World Omni LT, a Delaware statutory trust.

“Titling Trust Administrator” means World Omni, as Titling Trust Administrator under the Titling Trust Agreement.

“Titling Trust Administrator Fee” means, with respect to the Titling Trust and any Specified Interest, the Specified Asset Titling Trust Administrator Fee with respect to such Specified Interest.

“Titling Trust Agreement” means the Second Amended and Restated Trust Agreement, dated and effective as of July 16, 2008, by and among ALF LLC, as Initial Beneficiary, World Omni, as Titling Trust Administrator, VT Inc., as Titling Trustee, and U.S. Bank Trust, as Delaware Trustee, and U.S. Bank, as Initial Titling Trustee Agent.

“Titling Trust Assets” has the meaning specified in the Titling Trust Agreement.

“Titling Trust Debt” has the meaning specified in the Titling Trust Agreement.

“Titling Trust Lease” has the meaning specified in the Titling Trust Agreement.

“Titling Trust Vehicle” has the meaning specified in the Titling Trust Agreement.

“Titling Trustee” means VT Inc., as Titling Trustee under the Titling Trust Agreement.

“Titling Trustee Agent” has the meaning specified in the Titling Trust Agreement.

“Titling Trustee Fee” means the fee payable to the Titling Trustee for the performance of its obligations under the Titling Trust Agreement and the other Basic Documents, as agreed upon from time to time by the Initial Beneficiary and the Titling Trustee.

“Treasury Regulations” means the regulations promulgated by the U.S. Department of Treasury pursuant to the Code.

“Trustee” has the meaning specified in the Titling Trust Agreement.

“Trust-Related Obligations” has the meaning specified in the Titling Trust Agreement.

“Turn-in Ratio” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“UCC” means the Uniform Commercial Code as in effect in any relevant jurisdiction.

“Undertaking” has the meaning specified in the Titling Trust Agreement.

Appendix A – page 33

“Unmatured Warehouse Facility Termination Event” means any event that, if it continues uncured, will, with lapse of time or notice or lapse of time and notice, constitute a Warehouse Facility Termination Event.

“Unpaid Titling Trust Debt” means, as the context may require:

(1) any Closed-End Exchange Note as to which there has occurred and is continuing an Exchange Note Default (A) of the type described in either (x) Section 8.7(a)(i) (Failure to Pay Principal) of the Collateral Agency Agreement, (y) Section 8.7(a)(ii) (Failure to Pay Interest) of the Collateral Agency Agreement has occurred and is continuing or (B) of any other type designated as a “Payment Default” for purposes of this definition under the related Exchange Note Supplement;

(2) any Warehouse Facility as to which a Warehouse Facility Termination Event is continuing as a result of a failure to pay interest on, principal of, or any fees or other amounts with respect to, the obligations of the Titling Trust outstanding under such Warehouse Facility, as set forth in subclause (i) or (ii) of clause (a) (Payment Default; Failure to Deliver Reports) of the definition of “Warehouse Facility Termination Event”; and/or

(3) Any other Secured Obligation that remains unpaid after its due date (after giving effect to any applicable grace period).

“U.S. Bank” means U.S. Bank National Association, a national banking association.

“U.S. Bank Trust” means U.S. Bank Trust National Association, a national banking association.

“VT Inc.” means VT Inc., an Alabama corporation.

“Warehouse Facility” means any one of, and “Warehouse Facilities” means all of, the revolving credit facilities provided pursuant to the Receivables Financing Agreements.

“Warehouse Facility Agent” means a financial institution that is identified as the “Agent”, “Administrative Agent”, or “Warehouse Facility Agent” of a Warehouse Facility Lender under the Receivables Financing Agreement with respect to any Warehouse Facility.

“Warehouse Facility Allocation Percentage” means, as of any date of determination, a fraction, expressed as a percentage (i) the numerator of which is equal to the total amount of Unpaid Titling Trust Debt with respect to the Warehouse Facility Pool as of such date of determination and (ii) the denominator of which is equal to the aggregate amount of Unpaid Titling Trust Debt with respect to the Warehouse Facility Pool and all Reference Pools, taken as a whole.

“Warehouse Facility Lender” means any one of, and “Warehouse Facility Lenders” means all of, the commercial paper vehicles and financial institutions, as lenders, party to the Receivables Financing Agreements as are or may be entered into from time to time.

“Warehouse Facility Lender Percentage” means, as to any Warehouse Facility Lender:

(P_Party+ C_Party)

(P_{All +} C_All)

Appendix A – page 34

Where:

PParty	=	The aggregate principal amount of the outstanding Advances of such Warehouse Facility Lender
CParty	=	The aggregate amount of the unfunded Commitments of such Warehouse Facility Lender
PAll	=	The Aggregate Loan Amount + the Aggregate Wind-Down Loan Amount
CAll	=	The aggregate amount of the unfunded Commitments of all Warehouse Facility Lenders

“Warehouse Facility Note” has, with respect to any Warehouse Facility, the meaning specified in the related Receivables Financing Agreement.

“Warehouse Facility Pool” means the Closed-End Leases, Closed-End Vehicles and other Titling Trust Assets that have been allocated to the Closed-End Collateral Specified Interest in accordance with the Titling Trust Agreement and the Closed-End Collateral Specification Notice (regardless of whether such have been further allocated to the Wind-Down Pool) and that have not been allocated to any Reference Pool in accordance with the Collateral Agency Agreement (unless such Titling Trust Assets have been subsequently reallocated to the Warehouse Facility Pool in accordance with the Collateral Agency Agreement). For the avoidance of doubt, no Titling Trust Assets allocated to the Open-End Collateral Specified Interest shall be included in the Warehouse Facility Pool.

“Warehouse Facility Servicer Default” has the meaning specified in Section 8.2(a) of the Closed-End Servicing Agreement.

“Warehouse Facility Pool Servicing Fee” means a fee payable by the Titling Trust to the Closed-End Servicer on each Payment Date in an amount equal to the sum of:

(i) the product of:

(A) one-twelfth; multiplied by

(B) the Servicing Fee Rate; multiplied by

(C) the aggregate Lease Balance of the Closed-End Leases (excluding Closed-End Leases that have been allocated to a Reference Pool) determined as of the last day of the calendar month immediately preceding the calendar month during which such fee becomes due; plus

(ii) any late fees and other administration fees or similar charges paid by any Closed-End Obligor pursuant to a Closed-End Lease during the calendar month immediately preceding the calendar month during which such fee becomes due.

Appendix A – page 35

“Warehouse Facility Secured Party” means the Deal Agent, the Warehouse Facility Lenders, the Warehouse Facility Agents and each of the other Secured Parties as to which the applicable Secured Obligations arise under the Warehouse Facilities, and “Warehouse Facility Secured Parties” has a meaning correlative to the foregoing.

“Warehouse Facility Termination Event” has the meaning set forth in the related Receivables Financing Agreement.

“Wind-Down Borrowing Base” means with respect to any Wind-Down Warehouse Facility, the amount that would be yielded on the related Wind-Down Date if the “Borrowing Base” as defined in the related Receivables Financing Agreement were calculated with reference solely to (A) the related Wind-Down Pool Assets, in the case of the terms “Excess Spread Value”, “Total Reserve Lease Principal Balance” and “Total Reserves” used in the definition of “Borrowing Base”, (B) the applicable Wind-Down Lender’s pro rata share (based on the aggregate principal amount of all Advances under the Warehouse Facilities) of the amounts described in clause (iii) of the definition of “Borrowing Base”, (C) if the calculation of Borrowing Base relies on clause (a) of the definition of the term “Eligible Returned Vehicle Amount”, the applicable Wind-Down Lender’s pro rata share (based on the aggregate principal amount of all Advances under the Warehouse Facilities) of the amount described in such clause (a) prior to the creation of such Wind-Down Pool, and (D) if the calculation of Borrowing Base relies on clause (b) of the definition of the term “Eligible Returned Vehicle Amount”, the related Wind-Down Pool Assets.

“Wind-Down Date” means with respect to any Warehouse Facility, the date specified as such in the related Receivables Financing Agreement.

“Wind-Down Event” has the meaning set forth in the related Receivables Financing Agreement.

“Wind-Down Lender” means any one of, and “Wind-Down Lenders” means all of, the Warehouse Facility Lenders relating to any Wind-Down Warehouse Facility.

“Wind-Down Period” means, with respect to any Warehouse Facility, the period commencing upon the occurrence of a Wind-Down Event with respect to such Warehouse Facility and ending upon the earlier to occur of (i) the date on which indefeasible payment of all Secured Obligations payable to the related Warehouse Facility Secured Parties shall have been made in full and (ii) the date of delivery of a Default Notice (it being understood, for avoidance of doubt, that if the Wind-Down Period ends, pursuant to clause (ii) of this definition as a result of a delivery of a Default Notice, and such Default Notice is subsequently withdrawn, such withdrawal shall have the effect of reinstating the Wind-Down Period).

“Wind-Down Pool” means all Closed-End Leases, Closed-End Vehicles and other Titling Trust Assets that were allocated to the Wind-Down Pool on and as of any Wind-Down Date.

“Wind-Down Pool Asset” means, with respect to any Wind-Down Pool, a Closed-End Asset included in such Wind-Down Pool.

“Wind-Down Pool Collected Amounts” means, with respect to any Wind-Down Pool, all Closed-End Warehouse Collected Amounts with respect to the Closed-End Leases and Closed-End Vehicles included in such Wind-Down Pool.

“Wind-Down Pool Collections” means, with respect to any Wind-Down Pool, all Wind-Down Pool Collected Amounts related to such Wind-Down Pool that have been both (x) Received and (y) Posted, in each case as of the relevant date of determination.

Appendix A – page 36

“Wind-Down Pool Delay Period” means, with respect to any Warehouse Facility with respect to which a Wind-Down Event has occurred but for which a Wind-Down Pool was not created by the applicable Wind-Down Date, the period beginning on such Wind-Down Date and ending on the earlier to occur of (a) the date upon which the related Wind-Down Pool is created and (b) the date that is three (3) Business Days following such Wind-Down Date.

“Wind-Down Pool Share” means, with respect to any Wind-Down Pool on any date, a fractional share equal to the aggregate Outstanding Principal Balance of all Closed-End Leases included in such Wind-Down Pool on such date, divided by the aggregate Outstanding Principal Balance of all Closed-End Leases allocated to the Warehouse Facility Pool on such date.

“Wind-Down Warehouse Facility” means one of, and “Wind-Down Warehouse Facilities” means all of, the Warehouse Facilities with respect to which a Wind-Down Event has occurred and a Wind-Down Pool has been created.

“Wind-Down Warehouse Facility Agent” means, with respect to any Wind-Down Facility, a financial institution that is identified as the “Agent”, “Administrative Agent”, or “Warehouse Facility Agent” of a Warehouse Facility Lender under the Receivables Financing Agreement with respect to such Wind-Down Warehouse Facility.

“Wind-Down Warehouse Facility Secured Party” means, with respect to any Wind-Down Pool, the Deal Agent, the Wind-Down Lenders, the Wind-Down Warehouse Facility Agents and each of the other Secured Parties as to which the applicable Secured Obligations are paid principally from Wind-Down Pool Collected Amounts in respect of such Wind-Down Pool, and “Wind-Down Warehouse Facility Secured Parties” has a meaning correlative to the foregoing.

“World Omni” means World Omni Financial Corp., a Florida corporation.

“WOLT” means World Omni LT, a Delaware statutory trust.

Appendix A – page 37

EX-10.9

Exhibit 10.9

EXECUTION VERSION

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED

COLLATERAL AGENCY AGREEMENT

THIS FIRST AMENDMENT to FOURTH AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of October 30, 2015 (this “Amendment”), is among WORLD OMNI LT, a Delaware statutory trust (the “Borrower”), WORLD OMNI LEASE FINANCE LLC, a Delaware limited liability company (“WOLF LLC”), AUTO LEASE FINANCE LLC, a Delaware limited liability company (the “Initial Beneficiary”), AL HOLDING CORP., a Delaware corporation (“ALHC”), as Closed-End Collateral Agent, BANK OF AMERICA, N.A. (the “Deal Agent”), U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Close-End Administrative Agent and the lenders party hereto (the “Required Warehouse Lenders”).

Background

1.          The Borrower, the Initial Beneficiary, ALHC, the Deal Agent, U.S. Bank and certain secured parties from time to time have entered into that certain Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (as amended, supplemented or otherwise modified through the date hereof, the “Agreement”).

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

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

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

SECTION 2.          Amendments to the Agreement. The Agreement is hereby amended as follows:

2.1           The Index of Defined Terms included at the beginning of the Agreement is hereby amended by inserting the following terms in the appropriate alphabetical order therein:

“Unencumbered Account………….......……….…Closed-End Servicing Agreement, Section 5.2(f)

Unencumbered Reference Pool……………………....Collateral Agency Agreement, Section 6.2(e)

Unencumbered Reference Pool Servicer Default...Closed-End Servicing Agreement, Section 8.3(d)

Warehouse Designation…………………………………………………………………Appendix A

WOLF LLC……………………………………………………………………………..Appendix A

WOLF LLC Limited Liability Company Agreement……………………………..….…Appendix A

WOLT Receivables Financing Agreement………………………………………...……Appendix A

WOLT Warehouse Facility Note…………………………………………………….Appendix A”

2.2           Section 2.1 of the Agreement is hereby amended by replacing the first paragraph of clause (b) thereof in its entirety as follows:

1 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

“(b)          From time to time after the Closing Date, the Borrower may, by notice to the Closed-End Collateral Agent and the Deal Agent, designate Additional Warehouse Facilities and modify existing Warehouse Facilities, and upon such designation, the various parties thereto shall become Warehouse Facility Secured Parties entitled to the ratable benefits afforded to the Warehouse Facility Lenders under this Collateral Agency Agreement; provided, however, that, no such designation shall be effective until such time as the Warehouse Facility Secured Parties under the prospective Warehouse Facility, the Closed-End Collateral Agent, the Deal Agent and the Borrower execute an accession agreement in substantially the form set forth in Exhibit A (each, a “Collateral Agency Accession Agreement”) and deliver executed counterparts thereof to the Closed-End Collateral Agent, the Deal Agent and each other Warehouse Facility Secured Party; and provided, further, however, that, no such designation shall be effective:”

2.3           Section 6.2 of the Agreement is hereby amended by replacing the header of Section 6.2 in its entirety as follows:

“Form and Terms of the Closed-End Exchange Notes and Warehouse Designation.”

2.4           Section 6.2(a) of the Agreement is hereby amended by replacing it in its entirety as follows:

“(a)          Designation of the Reference Pool. Each Exchange Note Supplement or Warehouse Designation will designate a portion of the Closed-End Units included in the Warehouse Facility Pool as the “Reference Pool” with respect to the related Closed-End Exchange Note, Closed-End Exchange Notes or Warehouse Designation, as applicable. Upon the effectiveness of the applicable Exchange Note Supplement or Warehouse Designation, Closed-End Units designated therein as being included in the applicable Reference Pool will no longer be a part of the Warehouse Facility Pool, and will not be available to be part of any other Reference Pool. Each Closed-End Exchange Note will be payable solely from Closed-End Collections on the Closed-End Units in the related Reference Pool in accordance with the priorities set forth in Article X and the related Exchange Note Supplement, if applicable. Payments made on the Reference Pool designated pursuant to the Warehouse Designation will be payable solely from Closed-End Collections on the Closed-End Units in the related Reference Pool in accordance with the Warehouse Designation and the documents related thereto. For purposes of determining the amount and portion of Closed-End Collections that are applicable to any Reference Pool, the Closed-End Units included in such Reference Pool will be deemed to have been included in such Reference Pool from and after the Cutoff Date specified in the related Exchange Note Supplement or Warehouse Designation (or, in the case of any Closed-End Units that are subsequently allocated to a Reference Pool pursuant to Section 6.2(b), the Cutoff Date applicable to such Closed-End Units that is specified in the applicable Reference Pool Reallocation Notice).”

2.5           Section 6.2(b) of the Agreement is hereby amended by replacing it in its entirety as follows

2 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

(b)          Reallocations of Assets from Warehouse Facility Pool to Reference Pool. From time to time following the issuance of any Closed-End Exchange Note (and whether or not in connection with a Subsequent Exchange Note Increase) or Warehouse Designation, the Initial Beneficiary may designate, by notice to the Closed-End Collateral Agent in substantially the form set forth as Exhibit F and in accordance with Section 6.2(c) (each such notice, a “Reference Pool Reallocation Notice” or a “Warehouse Designation Pool Reallocation Notice”, as applicable), any Closed-End Assets included in the Warehouse Facility Pool for reallocation to any Reference Pool; provided, however, that unless such reallocation occurs in connection with a Subsequent Exchange Note Increase that involves a purchase by the Initial Beneficiary of Advances from one or more Wind-Down Lenders, no Closed-End Assets included in a Wind-Down Pool will be reallocated to any Reference Pool. Each such Reference Pool Reallocation Notice or Warehouse Designation Pool Reallocation Notice, as applicable, will include the following information:

(i)          The applicable Reference Pool to which such Closed-End Assets have been or are to be reallocated;

(ii)         the effective date as of which the applicable Closed-End Units have been, or are to be, reallocated to the applicable Reference Pool (the “Exchange Note Reallocation Date” and for a Warehouse Designation, the “Warehouse Designation Reallocation Date”) (provided, however, that, such date shall not be earlier than the Business Day following the date as of which the applicable notice is delivered (if such notice is delivered by noon, New York time, or if delivered after such time, the next Business Day)); and

(iii)        the date as of which all Closed-End Collections on such assets will be applied as Closed-End Collections with respect to the Reference Pool to which such assets are to be reallocated.

Subject to the conditions set forth in the next sentence, and as of the Exchange Note Reallocation Date or Warehouse Designation Reallocation Date, as applicable, set forth in the applicable Reference Pool Reallocation Notice or Warehouse Designation Pool Allocation Notice, as applicable, the Closed-End Assets identified therein will be reallocated to the applicable Reference Pool set forth in the Reference Pool Reallocation Notice or Warehouse Designation Pool Reallocation Notice, as applicable. Each such reallocation pursuant to this subsection (b) shall be subject to the following conditions:

(A)         as of the Exchange Note Reallocation Date or Warehouse Designation Reallocation Date, as applicable, no Warehouse Facility Termination Event or Unmatured Warehouse Facility Termination Event shall have occurred and be continuing, or would occur as a result of such reallocation;

(B)         the Borrower shall have delivered to the Deal Agent (1) an Officer’s Certificate to the effect that the conditions set forth in clause (A), above, and clause (D), below, have, in each case, been satisfied, and (2) a Borrowing Base Certificate conforming to the requirements of the Receivables Financing Agreements showing that the Aggregate Loan Amount will not exceed the Borrowing Base after giving effect to such reallocation and any Subsequent Exchange Note Increase (and consequent reduction of the Aggregate Loan Amount) to occur in connection therewith;

3 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

(C)         in the case of a reallocation being made in connection with a Subsequent Exchange Note Increase, (a) the payment by the Initial Beneficiary to the Deal Agent of an amount equal to the Initial Beneficiary Purchase Price (which amount shall be distributed by the Deal Agent to the Warehouse Facility Lenders (or the Warehouse Facility Agents on their behalf) according to the respective amount owed to each of them in connection with such Subsequent Exchange Note Increase, including (1) the principal amount of the Advances sold by each Warehouse Facility Lender pursuant to Section 6.1, (2) the aggregate amount of accrued interest on the such Advances as of the applicable Initial Beneficiary Purchase Date and (3) any indemnities or similar amounts payable pursuant to Section 6.1(a)(iii), in each case calculated in the manner set forth in Section 6.1(a)) or (b) the payment by the Initial Beneficiary to the Borrower of an amount equal to the Initial Beneficiary Advance Amount, as applicable; and

(D)         no selection criteria adverse in any material respect to the interests of the Warehouse Facility Lenders (any such adverse selection criteria, “Adverse Selection Criteria”) shall have been used in selecting the applicable Closed-End Assets (provided, however, that, “Adverse Selection Criteria” shall not include (and this subclause (D) shall not be applicable to) any eligibility criteria based on the delinquency status of the related Closed-End Leases that are applicable to the securitization or other financing to be backed by the related Closed-End Exchange Note, notwithstanding that (x) such eligibility criteria or the requirements are more stringent than those applicable to the Warehouse Facility Pool or (y) selection in accordance with those criteria otherwise could be viewed as having an adverse effect on the Warehouse Facility Lenders).”

2.6           Section 6.2(c) of the Agreement is hereby amended by adding the phrase “or Warehouse Designation Pool Reallocation Notice, as applicable” after the phrase “Reference Pool Reallocation Notice” in the first sentence thereof.

2.7           Section 6.2(e) of the Agreement is hereby amended by replacing the first sentence in its entirety as follows:

“The Exchange Noteholder of any Closed-End Exchange Note or the Initial Beneficiary, with respect to any Reference Pool designated pursuant to a Warehouse Designation (each, an “Unencumbered Reference Pool”) may, from time to time direct, by notice to the Closed-End Collateral Agent in substantially the form set forth as Exhibit G and in accordance with Section 6.2(c) (each such notice, a “Warehouse Pool Reallocation Notice”), that one or more Closed-End Units be reallocated from the Reference Pool relating to such Closed-End Exchange Note or the Unencumbered Reference Pool, as applicable, to the Warehouse Facility Pool, whereupon, effective as of the date specified in such notice, such Closed-End Units shall be so reallocated, subject, however, to the rights of any Person(s) that have provided financing secured, or otherwise backed, by such Closed-End Exchange Note, so long as any such financing statement shall remain outstanding.”

4 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

2.8           Section 7.4(a) of the Agreement is hereby amended by replacing the reference to “Section 9.1(j)” in clause (F) thereof with the phrase “the interest rate hedge and wind-down covenant”.

2.9           Section 10.1 of the Agreement is hereby amended by adding after the first paragraph a new paragraph as follows:

“For administrative convenience, so long as the Bank of America Receivables Financing Agreement is effective, any Closed-End Collections owing under the WOLT Receivables Financing Agreement, will be applied to WOLF LLC in accordance with the WOLT Receivables Financing Agreement and shall not be applied pursuant to the terms of this Article X.”

2.10         Section 10.5 of the Agreement is hereby amended by adding the phrase “or, in the case of an Unencumbered Reference Pool, at the direction of the Initial Beneficiary, subject to the terms of the WOLT Receivables Financing Agreement” at the end of the first sentence.

2.11         Appendix A of the Agreement is hereby amended by replacing the definition of the term “Bank of America Receivables Financing Agreement” as follows:

““Bank of America Receivables Financing Agreement” means the Second Amended and Restated Receivables Financing Agreement, dated as of October 30, 2015 among the Borrower, ALF LLC, the Closed-End Servicer, the Lenders party thereto, and Bank of America, as Warehouse Facility Agent.”

2.12         Appendix A of the Agreement is hereby amended by replacing clauses (N) and (O) of the term of “Basic Documents” and adding clauses (P) and (Q) thereto as follows:

“(N)         the Performance Guaranty;

(O)           the Warehouse Facility Notes;

(P)           the WOLF LLC Limited Liability Agreement; and

(Q)           the WOLT Warehouse Facility Note.”

2.13         Appendix A of the Agreement is hereby amended by replacing the definition of the term “Borrower” as follows:

““Borrower” means WOLT, WOLF LLC or any other entity designated as borrower under any of the Warehouse Facilities, as applicable; provided that no additional borrowers shall be designated without the prior written consent of the Deal Agent.”

2.14         Appendix A of the Agreement is hereby amended by replacing clause (c) of the term of “Change in Control” as follows:

“(c)          ALF LLC shall cease to be the sole owner of the Certificate(s) of the Titling Trust.”

5 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

2.15         Appendix A of the Agreement is hereby amended by replacing clause (ii) of the term “Receivables Financing Agreement” as follows:

“(ii)         any receivables financing agreements or similar documents entered into from time to time after the Closing Date in connection with any Additional Warehouse Facilities pursuant to Section 2.1(b) of the Collateral Agency Agreement, including the WOLT Receivables Financing Agreement (each of such receivables financing agreements to be in substantially the form of the Receivables Financing Agreements relating to the Current Warehouse Facilities).”

2.16         Appendix A of the Agreement is hereby amended by replacing the definition of the term of “Closed-End EN Collected Amounts” as follows:

““Closed-End EN Collected Amounts” means, with respect to any Reference Pool (including, for the avoidance of doubt, any Unencumbered Reference Pool), all Closed-End Collected Amounts with respect to the Closed-End Leases and Closed-End Vehicles included in such Reference Pool.”

2.17         Appendix A of the Agreement is hereby amended by replacing the definition of the term of “Collection Account” as follows:

““Collection Account” means with respect to (1) the Warehouse Facility Pool, the Lease Funding Account and (2) any Reference Pool, the related Exchange Note Collection Account or Unencumbered Account, as applicable.”

2.18         Appendix A of the Agreement is hereby amended by replacing the definition of the term “Relevant Entities” as follows:

““Relevant Entities” mean each of World Omni, as the initial Closed-End Servicer, the Performance Guarantor, ALF LLC, and any Borrower. Each of the foregoing is referred to as a “Relevant Entity.””

2.19         Appendix A of the Agreement is hereby amended by replacing the definition of the term “Warehouse Facility Lender” as follows:

““Warehouse Facility Lender” means any one of, and “Warehouse Facility Lenders” means all of, the commercial paper vehicles, financial institutions and entities extending loans as lenders, party to the Receivables Financing Agreements as are or may be entered into from time to time.”

2.20         Appendix A of the Agreement is hereby amended by adding the following definitions in alphanumeric order as follows:

“”Warehouse Designation” has the meaning specified in the Bank of America Receivables Financing Agreement.”

““WOLF LLC” means World Omni Lease Finance LLC, a Delaware limited liability company.”

““WOLF LLC Limited Liability Company Agreement” means the limited liability company agreement of WOLF LLC, dated as of October 2, 2015.”

6 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

““WOLT Receivables Financing Agreement” means the Receivables Financing Agreement, dated as of October 30, 2015 among the Borrower, WOLT, ALF LLC, the Closed-End Servicer, the Lenders party thereto, and Bank of America, as Warehouse Facility Agent.”

““WOLT Warehouse Facility Note” has the meaning specified in the WOLT Receivables Financing Agreement.”

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

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

[SIGNATURE PAGES FOLLOW]

7 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

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

WORLD OMNI LT.,
as Borrower
By:	VT INC., as trustee
By:	/s/ Edwin J. Janis
Name:	Edwin J. Janis
Its:	Vice President
AUTO LEASE FINANCE LLC,
as Initial Beneficiary
By:	/s/ Bryan Romano
Name:	Bryan Romano
Its:	Assistant Treasurer

S-1 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

AL HOLDING CORP.
as Closed-End Collateral Agent
By:	/s/ Lori Gebron
Name:	Lori Gebron
Title:	Vice President

S-2 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

BANK OF AMERICA, N.A.,
as Deal Agent and as an Alternate Lender
By:	/s/ Nina Austin
Name:	Nina Austin
Title:	Vice President

S-3 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

U.S. BANK NATIONAL ASSOCIATION,
as Closed-End Administrative Agent
By:	/s/ Edwin J. Janis
Name:	Edwin J. Janis
Title:	Vice President

S-4 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

GOTHAM FUNDING CORPORATION, as a Conduit Lender
By:	/s/ David V. DeAngelis
Name:	David V. DeAngelis
Title:	Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ LTD.,
NEW YORK BRANCH, as a Group Agent
By:	/s/ Christopher Pohl
Name:	Christopher Pohl
Title:	Managing Director
THE BANK OF TOKYO-MITSUBISHI UFJ LTD.,
NEW YORK BRANCH, as an Alternate Lender
By:	/s/ George Stoecklein
Name:	George Stoecklein
Title:	Director

S-5 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

ACKNOWLEDGED AND AGREED:
WORLD OMNI LEASE FINANCE LLC
By:	/s/ Bryan Romano
Name:	Bryan Romano
Title:	Assistant Treasurer

S-6 1^st Amendment to Fourth Amended and
Restated Collateral Agency Agreement    

EX-10.10

EXHIBIT 10.10

THIRD AMENDED AND RESTATED PLEDGE

AND SECURITY AGREEMENT

Dated as of July 16, 2008

between

WORLD OMNI LT,

as Borrower,

and

AL HOLDING CORP.,

as Closed-End Collateral Agent

Security Agreement

TABLE OF CONTENTS

		Page
ARTICLE I.
USAGE DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1	Usage Definitions and Incorporation By Reference.	2
ARTICLE II.
COLLATERAL
Section 2.1	Grant of Security Interest.	2
Section 2.2	Security for Secured Obligations.	3
Section 2.3	Agreement to Perform.	4
Section 2.4	Authorization to File.	4
Section 2.5	Continuing Security Interest; Transfer of Notes.	4
Section 2.6	Transfer of Secured Party Rights.	5
Section 2.7	Security Interest Absolute.	5
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
Section 3.1	Basic Representations and Warranties of the Borrower.	6
ARTICLE IV.
COVENANTS
Section 4.1	Protect Collateral; Further Assurances, etc.	7
Section 4.2	Continuous Pledge.	7
ARTICLE V.
REMEDIES
Section 5.1	Certain Remedies.	7
Section 5.2	Application of Proceeds.	9
Section 5.3	Indemnity and Expenses.	9
ARTICLE VI.
RELEASE OF COLLATERAL
Section 6.1	Generally.	9
Section 6.2	Release Upon Disposition of Hedge Contract.	10
Section 6.3	Release of Security Interest in Closed-End Vehicles Upon Disposition.	10

Security Agreement

TABLE OF CONTENTS

(continued)

		Page
Section 6.4	Release Following Discharge of Secured Obligations.	11
Section 6.5	Further Assurances.	11
Section 6.6	Funds Held in Trust.	11
ARTICLE VII.
LIMITATIONS ON CLAIMS
Section 7.1	No Petition.	11
Section 7.2	Incorporation of Certain Terms of the Collateral Agency Agreement.	12
ARTICLE VIII.
MISCELLANEOUS PROVISIONS
Section 8.1	Collateral Agency Agreement.	12
Section 8.2	Amendments, etc.	12
Section 8.3	Protection of Collateral.	12
Section 8.4	Notices.	12
Section 8.5	Section Captions.	13
Section 8.6	Severability.	13
Section 8.7	Governing Law; Submission to Jurisdiction.	13
Section 8.8	Entire Agreement.	13
Section 8.9	Limitation of Recourse to Titling Trustee.	13

-ii-

THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of July 16, 2008 (this “Security Agreement”), between:

(A) WORLD OMNI LT, a Delaware statutory trust (“WOLT”), as Borrower;

(B) AL HOLDING CORP., a Delaware corporation (“ALHC”), as Closed-End Collateral Agent on behalf of each of the Secured Parties; and

(C) THE OTHER SECURITY AGREEMENT CONSENTING PARTIES identified as such on the signature pages to this Security Agreement (each, a “Security Agreement Consenting Party” and, collectively, the “Security Agreement Consenting Parties”).

BACKGROUND

1. World Omni LT, an Alabama trust (the “Alabama Trust”), and certain of the Security Agreement Consenting Parties have entered into (1) the Existing Back-Up Security Agreement and (2) the Existing Security Agreement (each as defined in the Collateral Agency Agreement (as defined below)).

2. Under the Existing Back-Up Security Agreement, the Alabama Trust pledged certain of its assets to secure (subject to the limitations and conditions set forth therein) the obligations of Auto Lease Finance L.P., a Delaware limited partnership (“ALF LP”) under the Existing Warehouse Facilities (as defined in the Collateral Agency Agreement).

3. As of the date of this Security Agreement, the Alabama Trust merged with and into WOLT, with WOLT surviving, pursuant to which WOLT, by operation of law (1) assumed all of the obligations of the Alabama Trust under the Existing Back-Up Security Agreement and the Existing Security Agreement and (2) acquired all of the assets of the Alabama Trust subject, to the extent provided by applicable law, to the security interest granted by the Alabama Trust under the Existing Back-Up Security Agreement.

4. WOLT, as successor to the Alabama Trust, and the other parties to the Existing Back-Up Security Agreement and the Existing Security Agreement, now wish to amend and restate each such agreement, such amendments and restatements to be incorporated into a single document, this Amended and Restated Security Agreement, as set forth herein.

5. Pursuant to the Borrower Novation Agreement (as defined in a Collateral Agency Agreement), effective as of the date of this Security Agreement, ALF LP has transferred to WOLT, by novation, all of ALF LP’s rights and obligations, as the “Borrower” and otherwise, under and in connection with the Existing Warehouse Facilities (as defined in the Collateral Agency Agreement).

6. The parties now wish to provide that WOLT will grant a security interest in certain of its assets to secure its obligations under the Existing Warehouse Facilities (as such facilities are to be amended and restated as of the date of this Security Agreement).

Security Agreement

The Existing Back-Up Security Agreement and the Existing Security Agreement are now amended and restated in their entirety to read, collectively, as follows:

ARTICLE I.

USAGE DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Usage Definitions and Incorporation By Reference.

Capitalized terms used but not otherwise defined in this Security Agreement have the meanings assigned to such terms under Appendix A to the Collateral Agency Agreement, dated as of July 16, 2008 (the “Collateral Agency Agreement”), among WOLT, as Borrower (the “Borrower”), ALHC, as Closed-End Collateral Agent, Bank of America, N.A., as Deal Agent, U.S. Bank National Association, as Closed-End Administrative Agent, and the other Secured Parties named therein. Appendix A to the Collateral Agency Agreement is hereby incorporated by reference into, and made applicable to, this Security Agreement. Appendix A to the Collateral Agency Agreement also contains rules of usage that are applicable to this Security Agreement.

ARTICLE II.

COLLATERAL

Section 2.1 Grant of Security Interest.

Effective as of the Closing Date, the Borrower (and, to the extent it is deemed to hold any interest in the Collateral, VT Inc.) hereby Grants to ALHC, for itself and as Closed-End Collateral Agent for the benefit of the Secured Parties, all of its rights, title and interest in, to and under the following property (in each case whether now owned or existing or hereafter acquired or arising) (collectively, the “Collateral”):

(a) all Closed-End Units;

(b) all Closed-End Collections on the Closed-End Units;

(c) all Insurance Policies, to the extent covering or otherwise relating to the Closed-End Units;

(d) all amounts received on any Closed-End Lease in respect of any Dealer Recourse Right;

(e) the Lease Funding Account;

(f) the Exchange Note Accounts;

2 Security Agreement

(g) the Company Account (and, together with the Lease Funding Account, and the Exchange Note Accounts, the “Borrower Accounts”);

(h) all funds from time to time on deposit in the Borrower Accounts, together with all certificates and instruments, if any, from time to time evidencing such accounts, and funds on deposit and all investments made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;

(i) all Hedge Contracts (if any); and

(j) all proceeds of the foregoing

; provided, however, that, “Collateral” shall not include any RV Adjustment Funds or Relinquished Vehicle Proceeds. Notwithstanding the foregoing proviso, however, the security interest granted pursuant to this Section 2.1, and the definition of “Collateral,” shall include any Relinquished Vehicle Proceeds deposited into the Lease Funding Account, the Company Account or any Exchange Note Account, in each case in accordance with the terms of the Master Exchange Agreement.

Such security interest in the Collateral includes all of the rights, powers and options (but none of the obligations) of the Borrower and VT Inc., in, to and under the Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for payments in respect of the Collateral and all other monies payable under the Collateral, to give and receive options, to bring Proceedings in the name of the Borrower or otherwise, and generally to do and receive anything that the Borrower is or may be entitled to do or receive under the Collateral or with respect to the Collateral.

The security interest granted by each of WOLT and VT Inc. pursuant to this Section 2.1 shall be deemed to constitute both (1) an initial grant of a security interest in the Collateral and (2) an amendment and restatement of (and a continuation of) the security interest granted by such Person pursuant to the Existing Back-Up Security Agreement.

Section 2.2 Security for Secured Obligations.

The Grant pursuant to Section 2.1 is made to secure the following obligations of the Borrower (collectively, the “Secured Obligations” and each a “Secured Obligation”):

(i) the payment of principal of, and interest on, (x) the Advances made from time to time pursuant to the Warehouse Facilities and (y) any Closed-End Exchange Notes;

(ii) all indebtedness, obligations and liabilities, in each case of the Borrower, of every kind or nature, whether now or hereafter existing, for principal, interest, fees, expenses or otherwise, to any Person under or in connection with any Warehouse Facility or Closed-End Exchange Note (in each case to the extent not specified in clause (i) of this Section 2.2);

3 Security Agreement

(iii) all amounts payable to any Closed-End EN Secured Party in accordance with the applicable Exchange Note Supplement (to the extent not specified in clause (i) of this Section 2.2);

(iv) all obligations of the Borrower to the Closed-End Collateral Agent, the Closed-End Administrative Agent and the Deal Agent under this Security Agreement, any other Collateral Document or the Collateral Agency Agreement; and

(v) all obligations of the Borrower to the Closed-End Servicer under the Closed-End Servicing Agreement.

Section 2.3 Agreement to Perform.

The Closed-End Collateral Agent acknowledges such grant and agrees to perform the duties of the Closed-End Collateral Agent as are set forth in this Security Agreement and the Collateral Agency Agreement so that the interests of the Secured Parties may be adequately and effectively protected.

Section 2.4 Authorization to File.

Each of the Borrower and VT Inc. authorizes the Closed-End Collateral Agent and any law firm or other agent designated by the Closed-End Collateral Agent to file any Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted to the Closed-End Collateral Agent by it under this Security Agreement. Such financing statements may describe the Collateral in any manner as the Closed-End Collateral Agent may determine is necessary, advisable or prudent to ensure the perfection of the security interest granted to the Closed-End Collateral Agent under this Security Agreement (including as “all personal property and assets now owned or hereafter acquired and wherever located” or words to similar effect).

Section 2.5 Continuing Security Interest; Transfer of Notes.

This Security Agreement shall create a continuing security interest in the Collateral and shall:

(a) remain in full force and effect until the later to occur of (i) the payment in full of all Secured Obligations and (ii) the termination of all Commitments (such later date, the “Final Release Date”);

(b) be binding upon the Borrower and its successors, transferees and assigns, and

(c) inure, together with the rights and remedies of the Closed-End Collateral Agent under this Security Agreement, to the benefit of the Closed-End Collateral Agent and each other Secured Party.

4 Security Agreement

Section 2.6 Transfer of Secured Party Rights.

(a) Without limiting Section 2.5(c), but subject to Section 2.6(b), below, any Warehouse Facility Lender may assign or otherwise transfer (each, a “Warehouse Facility Lender Transfer”) all or a portion of any Warehouse Facility Note or Advance held by it (any of the foregoing, a “WFL Transferred Interest”) to any other Person (any such other Person, a “Warehouse Facility Lender Transferee”). Upon the effectiveness of any such Warehouse Facility Lender Transfer, such Warehouse Facility Lender Transferee shall become vested with all the rights and benefits of the transferring Warehouse Facility Lender under the applicable Warehouse Facility and under the Collateral Document(s) (including this Security Agreement) that, in each case, may be associated with the applicable WFL Transferred Interest.

(b) The rights of the Warehouse Facility Lenders and any Warehouse Facility Lender Transferees pursuant to Section 2.6(a) shall be subject to any provisions in the related Receivables Financing Agreement or any other Basic Document, or which otherwise are applicable to such Warehouse Facility or the applicable Warehouse Facility Lender, that have the effect of restricting or prohibiting the transfer or assignment of the applicable WFL Transferred Interest(s) in the manner contemplated under such Warehouse Facility Lender Transfer.

Section 2.7 Security Interest Absolute.

All rights of the Closed-End Collateral Agent and the security interests granted to the Closed-End Collateral Agent under this Security Agreement, and all obligations of the Borrower under this Security Agreement, shall be absolute and unconditional, irrespective of:

(a) any lack of validity or enforceability of any Warehouse Facility, any Warehouse Facility Note, any Closed-End Exchange Note or any other Basic Document or Collateral Document;

(b) the failure of any Secured Party:

(i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person under provisions of the relevant Warehouse Facility, any Warehouse Facility Note, any Closed-End Exchange Note, any other Basic Document or otherwise, or

(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation;

5 Security Agreement

(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;

(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of any Warehouse Facility, any Servicing Supplement, any Exchange Note Supplement, any Warehouse Facility Note, any Closed-End Exchange Note or any other Basic Document;

(f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or

(g) any other circumstances that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any surety or any guarantor.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Section 3.1 Basic Representations and Warranties of the Borrower.

The Borrower represents and warrants to each Secured Party as follows:

(a) Ownership, No Liens, etc. The Borrower is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign) the Collateral free and clear of all liens, security interests, options, or other charges or encumbrances, except any lien or security interest granted pursuant hereto in favor of the Closed-End Collateral Agent.

(b) Valid Security Interest. The (i) filing of a financing statement reflecting the Borrower as debtor, and the Closed-End Collateral Agent as secured party, is effective to create a valid, perfected, first priority security interest in the Closed-End Leases, the other Filing Collateral and all proceeds thereof, and (ii) reflecting of the lien of the Closed-End Collateral Agent on the Certificate of Title for each Closed-End Vehicle, in compliance with the Applicable Law of the relevant State, is effective to create a first priority perfected security interest in the Closed-End Vehicles, in each case in favor of the Closed-End Collateral Agent to secure the Secured Obligations.

(c) Authorization, Approval, etc. No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required for (i) the pledge by the Borrower of any Collateral pursuant to this Security Agreement, (ii) the execution, delivery, and performance of this Security Agreement or the other Collateral Documents by the Borrower or (iii) the exercise by the Closed-End Collateral Agent of any rights provided for in this Security Agreement.

6 Security Agreement

ARTICLE IV.

COVENANTS

Section 4.1 Protect Collateral; Further Assurances, etc.

The Borrower will not sell, assign, transfer, pledge, or encumber in any other manner the Collateral (except in favor of the Closed-End Collateral Agent under this Security Agreement). The Borrower will warrant and defend the right and title herein granted to the Closed-End Collateral Agent in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. The Borrower agrees that at any time, and from time to time, at the expense of the Borrower, the Borrower will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Closed-End Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Closed-End Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

Section 4.2 Continuous Pledge.

Subject to ARTICLE VI, the Borrower will, at all times, keep the Collateral pledged to the Closed-End Collateral Agent pursuant to this Security Agreement.

ARTICLE V.

REMEDIES

Section 5.1 Certain Remedies.

If any Warehouse Facility Termination Event or Facility Default shall have occurred and be continuing then, subject to the applicable terms of the Intercreditor Agreement and the Collateral Agency Agreement:

(a) The Closed-End Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof at public or private sale, at any of the Closed-End Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Closed-End Collateral Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least twenty days’ prior notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Closed-End Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Closed-End Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

7 Security Agreement

(b) The Closed-End Collateral Agent may (and shall, at the direction of the Deal Agent, given in accordance with the Collateral Agency Agreement):

(i) transfer all or any part of the Collateral into the name of the Closed-End Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder;

(ii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;

(iii) endorse any checks, drafts, or other writings in the Borrower’s name to allow collection of the Collateral;

(iv) take control of any proceeds of the Collateral; and

(v) execute (in the name, place and stead of the Borrower) endorsements, assignments and other instruments of conveyance or transfer with respect to all or any of the Collateral.

(c) The Closed-End Collateral Agent shall give notice to (1) the Company Account Bank (with copies to the Borrower and the Closed-End Servicer), as provided in the Company Account Agreement, of the exercise by the Closed-End Collateral Agent (for the benefit of the Secured Parties) of exclusive dominion and control over the Company Account or (2) the Lease Funding Account Bank (with copies to the Borrower and the Closed-End Servicer), as provided in the Lease Funding Account Agreement, of the exercise by the Closed-End Collateral Agent (for the benefit of the Secured Parties) of exclusive dominion and control over the Company Account. Following its receipt of a notice of the type described in the immediately preceding sentence with respect to the Company Account or the Lease Funding Account, the Borrower shall comply with the terms of the Company Account Agreement or the Lease Funding Account Agreement, as the case may be, applicable under such circumstances, and shall take any further action that the Closed-End Collateral Agent, the Closed-End Administrative Agent or the Deal Agent may reasonably request to enable the Closed-End Collateral Agent to exercise control over such account in the manner provided in the Company Account Agreement or the Lease Funding Account Agreement, as the case may be. The Borrower shall not terminate the Company Account Bank or the Lease Funding Account Bank, make any change in its instructions regarding payments to be made by the Company Account Bank or the Lease Funding Account Bank, unless the Closed-End Collateral Agent and the Deal Agent shall have received duly executed counterparts of a new Company Account Agreement or the Lease Funding Account Agreement, as the case may be, and copies of such instructions and previously shall have consented in writing to such termination or change (which, in the case of any such termination, shall not be unreasonably withheld, conditioned or delayed by the Closed-End Collateral Agent) or the Deal Agent.

8 Security Agreement

Section 5.2 Application of Proceeds.

All cash proceeds received by the Closed-End Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral following and during the continuation of a Warehouse Facility Termination Event or an Exchange Note Default shall be applied by the Administrative Agent in the manner set forth in Article X, and in the other applicable provisions, of the Collateral Agency Agreement. Closed-End Collateral Agent against, all or any part of the Secured Obligations in the order of priority set forth therein.

Section 5.3 Indemnity and Expenses.

The Borrower hereby indemnifies and holds harmless the Closed-End Collateral Agent from and against any and all claims, losses, and liabilities arising out of or resulting from this Security Agreement (including enforcement of this Security Agreement), except claims, losses, or liabilities resulting from the Closed-End Collateral Agent’s gross negligence or willful misconduct. Upon demand, the Borrower will pay to the Closed-End Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, that the Closed-End Collateral Agent may incur in connection with:

(a) the administration of this Security Agreement and each other Collateral Document (if any);

(b) the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any of the Collateral;

(c) the exercise or enforcement of any of the rights of the Closed-End Collateral Agent under this Security Agreement; or

(d) the failure by the Borrower to perform or observe any of the provisions of this Security Agreement.

ARTICLE VI.

RELEASE OF COLLATERAL

Section 6.1 Generally.

When required by this Security Agreement or the Collateral Agency Agreement, the Closed-End Collateral Agent will execute instruments to release property from the security interest granted pursuant to Section 2.1, or convey the Closed-End Collateral Agent’s interest in the same, in a

9 Security Agreement

manner and under circumstances provided in this Security Agreement or in the Collateral Agency Agreement. The Closed-End Collateral Agent will release property from the security interest granted pursuant to Section 2.1 only pursuant to and in accordance with this Security Agreement, the Collateral Agency Agreement, any other Collateral Documents and the other Basic Documents.

Section 6.2 Release Upon Disposition of Hedge Contract.

(a) From time to time, the Borrower may request the release of the Closed-End Collateral Agent’s security interest in any Hedge Contract by delivering to the Closed-End Collateral Agent and each Secured Party a notice (each, a “Notice of Hedge Agreement Release”), which Notice of Hedge Agreement Release shall state that the Borrower plans to sell or otherwise dispose of such Hedge Contract and that no Warehouse Facility Termination Event, Unmatured Warehouse Facility Termination Event or Facility Default shall have occurred and be continuing or result from such sale or disposition.

(b) So long as no Warehouse Facility Termination Event, Unmatured Warehouse Facility Termination Event or Facility Default shall have occurred and be continuing or result from such sale or disposition, the Closed-End Collateral Agent shall, within three (3) Business Days of receipt of the Notice of Hedge Agreement Release, execute and deliver to the Borrower such documents (including, without limitation, UCC partial releases) as shall be necessary to release the Hedge Contract specified in the Notice of Hedge Agreement Release from the liens or security interest created by this Security Agreement, which documents shall be prepared by, or at the expense of, the Borrower (or the Closed-End Servicer, on behalf of the Borrower) but shall be in form and substance reasonably satisfactory to the Closed-End Collateral Agent.

(c) When the release of any Hedge Contract is effective in accordance with Section 6.2(b), all right, title and interest of the Closed-End Collateral Agent in, to and under such Hedge Contract shall terminate and shall revert to the Borrower, its successors and assigns, and the right, title and interest of the Closed-End Collateral Agent therein shall thereupon cease, terminate and become void; and, upon the request of, at the expense of, the Borrower, the Closed-End Collateral Agent shall assign and transfer, or cause to be assigned and transferred, and shall deliver or cause to be delivered to the Borrower or its designee, all property, including all moneys, instruments and securities, of the Borrower then held by the Closed-End Collateral Agent with respect to such Hedge Contract.

Section 6.3 Release of Security Interest in Closed-End Vehicles Upon Disposition.

Notwithstanding Section 2.1 or any other provision of this Security Agreement to the contrary, with respect to each Closed-End Vehicle that constitutes a Relinquished Vehicle, the Closed-End Collateral Agent hereby releases, effective on the Effective Date (as defined in the Master Exchange Agreement), if any, with respect to such Closed-End Vehicle, any and all liens, security interests and/or other rights and interests it possesses or may possess from time to time in (x) the proceeds of such Relinquished Vehicle and (y) any Disposition Contracts relating to such Relinquished Vehicle (the “Released Collateral” with respect to any Closed-End Vehicle). If the Effective Date is also the date of the sale of the related Closed-End Vehicle by the Titling Trust, then the foregoing release shall be deemed to occur simultaneously with such sale. The foregoing release shall cease to apply at such time as any such Relinquished Vehicle Proceeds have been deposited into the Lease Funding Account, the Company Account or any Exchange Note Account, in each case in accordance with the Master Exchange Agreement.

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Section 6.4 Release Following Discharge of Secured Obligations.

On the Final Release Date, (i) the security interest granted under this Security Agreement shall terminate and all rights in, to and under the Collateral shall revert to the Borrower and (ii) the Closed-End Collateral Agent shall release to the Borrower or any other Person entitled thereto all funds on deposit in any Exchange Note Collection Account.

Section 6.5 Further Assurances.

Upon the request of the Borrower in connection with any release of Collateral, or termination of all or part of the security interest granted pursuant to this Security Agreement, in each case pursuant to this ARTICLE VI, the Closed-End Collateral Agent shall authorize, execute (to the extent applicable) and deliver to the Borrower (i) any termination statements for filing under the provisions of the UCC of any applicable jurisdiction, (ii) any certificates or instruments held by the Closed-End Collateral Agent and representing the Collateral and (iii) such documents as the Borrower shall reasonably request to evidence such release or termination, in each case without any representation or warranty of any kind to the Borrower.

Section 6.6 Funds Held in Trust.

The Closed-End Collateral Agent agrees that any monies received by it in respect of the Released Collateral in its capacity as Closed-End Collateral Agent shall be held in trust for and promptly paid to or at the direction of the Qualified Intermediary. In the event that the Qualified Intermediary is removed or replaced in such capacity under the Master Exchange Agreement, World Omni and ALF LLC shall provide prompt written notice to the Closed-End Collateral Agent and the Deal Agent.

ARTICLE VII.

LIMITATIONS ON CLAIMS

Section 7.1 No Petition.

The Closed-End Collateral Agent, by entering into this Security Agreement, the Deal Agent, each Warehouse Facility Agent, each Warehouse Facility Lender, each Liquidity Agent, by accepting (directly or indirectly) the benefits of this Security Agreement, and each Exchange Noteholder, by taking delivery of a Closed-End Exchange Note, covenants and agrees that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all Secured Obligations and all other Trust-Related Obligations (as defined in the Titling Trust Agreement), it will not institute against the Borrower or the Initial Beneficiary, or join in any institution against the Borrower or the Initial Beneficiary of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or State bankruptcy or similar law in connection with any Secured Obligations, or any other obligations relating to this Security Agreement, the Collateral Agency Agreement or any other Basic Document.

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Section 7.2 Incorporation of Certain Terms of the Collateral Agency Agreement.

It is acknowledged, for avoidance of doubt, that Article IV and Section 10.7 of the Collateral Agency Agreement are applicable to this Security Agreement. Such provisions (i) are hereby incorporated by reference into this Security Agreement to the extent that such provisions by their terms apply to the rights and duties of the parties set forth in, and/or the other matters addressed in, this Security Agreement and (ii) to such extent, shall apply to this Security Agreement in the same manner as though set forth herein. Without limiting the immediately preceding sentence, it is acknowledged and agreed that the Closed-End Collateral Agent has the benefit of Section 4.3, Section 4.4 and Section 4.5, in each case of the Collateral Agency Agreement, with respect to the rights and duties of the Closed-End Collateral Agent under this Security Agreement).

ARTICLE VIII.

MISCELLANEOUS PROVISIONS

Section 8.1 Collateral Agency Agreement.

This Security Agreement shall be construed, administered and applied in accordance with the terms and provisions of the Collateral Agency Agreement. To the extent of any inconsistency between the Collateral Agency Agreement and this Security Agreement, the provisions of the Collateral Agency Agreement shall prevail.

Section 8.2 Amendments, etc.

No amendment to or waiver of any provision of this Security Agreement nor consent to any departure by the Borrower herefrom shall in any event be effective unless the same shall be in writing and signed by the Closed-End Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given. The Closed-End Collateral Agent shall not agree to any such amendment, or grant any such waiver or consent, except in accordance with the Collateral Agency Agreement.

Section 8.3 Protection of Collateral.

The Closed-End Collateral Agent may from time to time, at its option, perform any act that the Borrower agrees hereunder to perform and that the Borrower shall fail to perform after being requested in writing, after five Business Days’ notice, to so perform (it being understood that no such request need be given after the occurrence and during the continuance of Warehouse Facility Termination Event or a Facility Default), and the Closed-End Collateral Agent may from time to time take any other action that the Closed-End Collateral Agent reasonably deems necessary for the maintenance, preservation or protection of any of the Collateral or of its security interest therein.

Section 8.4 Notices.

Any and all notices and other communications provided for under this Security Agreement shall, unless otherwise stated herein, be delivered in accordance with, and shall be deemed delivered in accordance with, the Notice Requirements, which are hereby incorporated into this Security Agreement.

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Section 8.5 Section Captions.

Section captions used in this Security Agreement are for convenience of reference only, and shall not affect the construction of this Security Agreement.

Section 8.6 Severability.

Wherever possible each provision of this Security Agreement shall be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Security Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Security Agreement.

Section 8.7 Governing Law; Submission to Jurisdiction.

THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECURITY AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FEDERAL COURT SITTING IN THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT, EACH OF THE PARTIES HERETO HEREBY CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS SECURITY AGREEMENT OR ANY DOCUMENT RELATED HERETO.

Section 8.8 Entire Agreement.

This Security Agreement, taken together with Collateral Agency Agreement, the other Collateral Document(s) (if any) and the other Basic Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 8.9 Limitation of Recourse to Titling Trustee.

It is expressly understood and agreed by the parties to this Security Agreement that (a) this Security Agreement is executed and delivered by VT Inc., not individually or personally but solely as Titling Trustee with respect to the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and otherwise, (b) each of the representations, undertakings

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and agreements herein made on the part of the Borrower are made and intended not as personal representations, undertakings and agreements by VT Inc. (or by U.S. Bank), but are made and intended for the purpose of binding only World Omni LT, as Borrower, (c) nothing contained in this Agreement shall be construed as creating any liability on the part of VT Inc. or U.S. Bank, individually or personally, to perform any covenant, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties to this Agreement and (d) under no circumstances shall VT Inc. or U.S. Bank be personally liable for the payment of any indebtedness or expenses of World Omni LT, as Borrower or otherwise, under this Security Agreement, any other Basic Document or any other related document.

[SIGNATURE PAGES FOLLOW]

14 Security Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.

WORLD OMNI LT,
as the Borrower
By:	VT INC., solely in its capacity as Titling Trustee
By:	/s/ Patricia M. Child
Name:	Patricia M. Child
Title:	President

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AL HOLDING CORP.,
as Closed-End Collateral Agent
By:	/s/ Philip A. Martone
Name:	Philip A. Martone
Title:	Vice President

[Signature Pages to Security Agreement—Page 2 of 20] Security Agreement

EACH OF THE FOLLOWING PERSONS AS A

SECURITY AGREEMENT CONSENTING PARTY:

WORLD OMNI FINANCIAL CORP.
By:	/s/ Ben Miller
Name:	Ben Miller
Title:	Assistant Treasurer

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AUTO LEASE FINANCE LLC
By:	/s/ Ben Miller
Name:	Ben Miller
Title:	Assistant Treasurer

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[Reserved]

[Signature Pages to Security Agreement—Page 5 of 20] Security Agreement

BANK OF AMERICA, N.A.
By:	/s/ Willem Van Beek
Name:	Willem Van Beek
Title:	Principal

[Signature Pages to Security Agreement—Page 6 of 20] Security Agreement

LIBERTY STREET FUNDING LLC
By:	/s/ Jill A. Gordon
Name:	Jill A. Gordon
Title:	Vice President

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
By:	/s/ Ichinari Matsui
Name:	Ichinari Matsui
Title:	SVP & Group Head

[Signature Pages to Security Agreement—Page 8 of 20] Security Agreement

GOTHAM FUNDING CORPORATION
By:	/s/ R. Douglas Donaldson
Name:	R. Douglas Donaldson
Title:	Treasurer

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THE BANK OF NOVA SCOTIA
By:	/s/ Norman Last
Name:	Norman Last
Title:	Managing Director

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CREDIT SUISSE, NEW YORK BRANCH
By:	/s/ Alex Smith
Name:	Alex Smith
Title:	Vice President
By:	/s/ Mark Golombeck
Name:	Mark Golombeck
Title:	Director

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SUNTRUST BANK
By:	/s/ Robert Maddox
Name:	Robert Maddox
Title:	Director

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SUNTRUST ROBINSON HUMPHREY, INC.
By:	/s/ Michael G. Maza
Name:	Michael G. Maza
Title:	Managing Director

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RANGER FUNDING COMPANY LLC
By:	/s/ Doris J. Hearn
Name:	Doris J. Hearn
Title:	Vice President

[Signature Pages to Security Agreement—Page 14 of 20] Security Agreement

ENTERPRISE FUNDING COMPANY LLC
By:	/s/ Kevin P. Burns
Name:	Kevin P. Burns
Title:	Vice President

[Signature Pages to Security Agreement—Page 15 of 20] Security Agreement

ALPINE SECURITIZATION CORP.
By:	/s/ Mark Lengel
Name:	Mark Lengel
Title:	Attorney-In-Fact
By:	/s/ Joseph Soave
Name:	Joseph Soave
Title:	Attorney-In-Fact

[Signature Pages to Security Agreement—Page 16 of 20] Security Agreement

THREE PILLARS FUNDING LLC
By:	/s/ Doris J. Hearn
Name:	Doris J. Hearn
Title:	Vice President

[Signature Pages to Security Agreement—Page 17 of 20] Security Agreement

WACHOVIA CAPITAL MARKETS, LLC
By:	/s/ Andrew W. Riebe
Name:	Andrew W. Riebe
Title:	Director

[Signature Pages to Security Agreement—Page 18 of 20] Security Agreement

WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Leah W. Miller
Name:	Leah W. Miller
Title:	Managing Director

[Signature Pages to Security Agreement—Page 19 of 20] Security Agreement

VARIABLE FUNDING CAPITAL COMPANY LLC
By:	WACHOVIA CAPITAL MARKETS, LLC,
	as Attorney-In-Fact
	By:	/s/ Douglas R. Wilson Sr.
	Name:	Douglas R. Wilson Sr.
	Title:	Director

[Signature Pages to Security Agreement—Page 20 of 20] Security Agreement

EX-23.2

EXHIBIT 23.2

CONSENT OF COUNSEL

We hereby consent to the reference to our firm in the preliminary prospectus included in the registration statement, filed April 22, 2016, under the captions “Additional Legal Aspects of the Titling Trust and the Exchange Notes—Insolvency Related Matters” and “Legal Matters.” In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

        /s/ Dechert LLP        

Dechert LLP

New York, New York

April 22, 2016

EX-23.3

Exhibit 23.3

CONSENT OF COUNSEL

We hereby consent to the reference to our firm in the preliminary prospectus included in the registration statement, filed April 22, 2016, under the captions “State and Local Tax Consequences” and “Legal Matters.” In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

/s/ Bilzin Sumberg Baena Price & Axelrod LLP

Bilzin Sumberg Baena Price & Axelrod LLP

Miami, Florida

April 22, 2016