8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report 

(Date of earliest event reported):

September 19, 2018

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B

(Issuing Entity with respect to Securities)

(CIK: 0001749273)

WORLD OMNI FINANCIAL CORP.

(Sponsor with respect to Securities)

(CIK: 0001004150)

WORLD OMNI AUTO LEASING LLC 

(Depositor with respect to Securities)

(CIK: 0001439697)

Delaware

(State or other jurisdiction of incorporation or organization)  

333-210865-05

(Commission File Number)  

90-0399122

(Depositor’s I.R.S. Employer Identification No.)

6189

(Primary Standard Industrial Classification Code Number)

190 Jim Moran Blvd.

Deerfield Beach, FL 33442

(Address of principal executive offices of depositor, including Zip Code)

Depositor’s telephone number, including area code: (954) 429-2200

Former name or former address, if changed since last report: Not applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the depositor under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On September 19, 2018 (the “Closing Date”), World Omni Auto Leasing LLC, a Delaware limited liability company (the “Depositor”), entered into an amended and restated trust agreement, a copy of which is filed as an exhibit hereto, with U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”), relating to World Omni Automobile Lease Securitization Trust 2018-B (the “Issuing Entity”), a Delaware statutory trust created on July 17, 2018. On the Closing Date, World Omni LT (the “Titling Trust”), Auto Lease Finance LLC (the “Initial Beneficiary”), AL Holding Corp. (the “Closed-End Collateral Agent”) and U.S. Bank National Association (the “Closed-End Administrative Agent”) entered into an Exchange Note Supplement, a copy of which is filed as an exhibit hereto, pursuant to which an exchange note secured by a pool of leases and the related leased vehicles was issued to the Initial Beneficiary. On the Closing Date, the Initial Beneficiary and the Depositor entered into an Exchange Note Sale Agreement, a copy of which is filed as an exhibit hereto, pursuant to which the exchange note was sold from the Initial Beneficiary to the Depositor. On the Closing Date, the Depositor and the Issuing Entity entered into an Exchange Note Transfer Agreement, a copy of which is filed as an exhibit hereto, pursuant to which the exchange note was sold from the Depositor to the Issuing Entity. On the Closing Date, World Omni Financial Corp., as servicer (the “Servicer”), the Titling Trust and the Closed-End Collateral Agent entered into an Exchange Note Servicing Supplement, a copy of which is filed as an exhibit hereto, pursuant to which the Servicer agreed to service the leases and related leased vehicles related to the exchange note. On the Closing Date, the Issuing Entity issued to the Depositor the asset backed notes, Series 2018-B, Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (the “Class A Notes”) and Class B Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”), having an aggregate original principal amount of $800,800,000, pursuant to an Indenture (the “Indenture”), dated as of the Closing Date, between the Issuing Entity and MUFG Union Bank, N.A., as indenture trustee (the “Indenture Trustee”), a copy of which is filed as an exhibit hereto. On the Closing Date, the Trust, the Indenture Trustee and World Omni Financial Corp., as administrator, entered into an Administration Agreement, a copy of which is filed as an exhibit hereto, pursuant to which the administrator agrees to perform certain duties and obligations of the Trust and the Owner Trustee under the transaction documents. On the Closing Date, the Issuing Entity, the Servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), entered into an Asset Representations Review Agreement, a copy of which is filed as an exhibit hereto, pursuant to which the Asset Representations Reviewer agreed to perform, upon satisfaction of certain trigger events, reviews of certain leases for compliance with the representations and warranties made about such leases.

Interest on the Notes will be distributed on each Payment Date (as defined in the Indenture). Monthly distributions in reduction of the principal amount of the Notes will be allocated to the Notes in accordance with the priorities set forth in the Indenture.

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Item 9.01. Financial Statements and Exhibits.

INDEX OF EXHIBITS

Exhibit No.	Description
Exhibit 4.1	Indenture, dated as of September 19, 2018, by and between World Omni Automobile Lease Securitization Trust 2018-B, as issuing entity, and MUFG Union Bank, N.A., as indenture trustee.
Exhibit 10.1	Exchange Note Sale Agreement, dated as of September 19, 2018, by and between Auto Lease Finance LLC, as seller, and World Omni Auto Leasing LLC, as buyer.
Exhibit 10.2	Exchange Note Transfer Agreement, dated as of September 19, 2018, by and between World Omni Auto Leasing LLC, as depositor, and World Omni Automobile Lease Securitization Trust 2018-B, as issuing entity and buyer.
Exhibit 10.3	2018-B Exchange Note Supplement to Collateral Agency Agreement, dated as of September 19, 2018, by and among World Omni LT, as borrower, Auto Lease Finance LLC, as initial beneficiary, AL Holding Corp., as closed-end collateral agent, and U.S. Bank National Association, as closed-end administrative agent.
Exhibit 10.4	Exchange Note Servicing Supplement 2018-B to Closed-End Servicing Agreement, dated as of September 19, 2018, by and among World Omni Financial Corp., as servicer, World Omni LT, as titling trust, and AL Holding Corp., as closed-end collateral agent.
Exhibit 99.1	Trust Agreement, dated as of September 19, 2018, by and between World Omni Auto Leasing LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee.
Exhibit 99.2	Administration Agreement, dated as of September 19, 2018, by and among World Omni Automobile Lease Securitization Trust 2018-B, as issuing entity, World Omni Financial Corp., as administrator, and MUFG Union Bank, N.A., as indenture trustee.
Exhibit 99.3	Asset Representations Review Agreement, dated September 19, 2018, among World Omni Automobile Lease Securitization Trust 2018-B, World Omni Financial Corp., as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the depositor has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WORLD OMNI AUTO LEASING LLC (Depositor)
Dated: September 19, 2018	By:	/s/ Bryan Romano
	Name:	Bryan Romano
	Its:	Assistant Treasurer

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EX-4.1

Exhibit 4.1

MUFG UNION BANK, N.A.,
as Indenture Trustee,

and

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B,

as Issuing Entity

INDENTURE

Dated as of September 19, 2018

TRUST INDENTURE ACT CROSS-REFERENCE CHART
(THIS CHART IS NOT A PART OF THIS INDENTURE)

TIA SECTION	INDENTURE REFERENCE
310(a)(1)	6.8, 6.11
310(a)(2)	6.8, 6.11
310(a)(3)	6.10(b)
310(a)(4)	Not applicable
310(a)(5)	6.11
310(b)	6.11
310(c)	Not applicable
311(a)	6.12
311(b)	6.12
311(c)	Not applicable
312(a)	7.1, 7.2(a)
312(b)	7.2(b)
312(c)	7.2(c)
313(a)	7.4
313(b)	7.4
313(c)	7.4
313(d)	7.4
314(a)	3.9, 7.3
314(b)	3.6
314(c)(1)	11.1(a)
314(c)(2)	11.1(a)
314(c)(3)	11.1(a)
314(d)	11.1(b)
314(e)	11.1(a)
315(a)	6.1(b)
315(b)	6.5
315(c)	6.1(a)
315(d)	6.1(c)
315(d)(1)	6.1(b), 6.1(c)(i)
315(d)(2)	6.1(c)(ii)
315(d)(3)	6.1(c)(iii)
315(e)	5.13
316(a)(1)(A)	5.11
316(a)(1)(B)	5.12
316(a)(2)	Not Applicable
316(b)	5.7
316(c)	5.6(b)
317(a)(1)	5.3(a), 5.3(b)
317(a)(2)	5.3(d)
317(b)	3.3
318(a)	11.17

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TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		2
Section 1.1	Definitions	2
Section 1.2	Interpretive Provisions	2
ARTICLE II THE NOTES		2
Section 2.1	Form	2
Section 2.2	Execution, Authentication and Delivery	2
Section 2.3	Temporary Notes	3
Section 2.4	Registration; Registration of Transfer and Exchange	4
Section 2.5	Mutilated, Destroyed, Lost or Stolen Notes	5
Section 2.6	Persons Deemed Owners	6
Section 2.7	Cancellation	6
Section 2.8	Release of Collateral	6
Section 2.9	Book-Entry Notes	6
Section 2.10	Notices to Clearing Agency	7
Section 2.11	Definitive Notes	7
Section 2.12	Authenticating Agents	8
Section 2.13	Tax Treatment	9
ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS		9
Section 3.1	Payment of Principal and Interest	9
Section 3.2	Maintenance of Office or Agency	10
Section 3.3	Money for Payments to be Held in Trust	10
Section 3.4	Existence	12
Section 3.5	Protection of Collateral	12
Section 3.6	Opinions as to Collateral	13
Section 3.7	Performance of Obligations; Administration of the Exchange note	13
Section 3.8	Negative Covenants	14
Section 3.9	Issuing Entity Certificates and Reports	15
Section 3.10	Notice of Defaults	16
Section 3.11	Further Instruments and Acts	16
Section 3.12	Delivery of Exchange Note	16
Section 3.13	Compliance with Laws	16
Section 3.14	Perfection Representations	16
Section 3.15	'34 Act Filings	17
ARTICLE IV SATISFACTION AND DISCHARGE		17
Section 4.1	Satisfaction and Discharge of Indenture	17
Section 4.2	Application of Trust Money	18
Section 4.3	Repayment of Monies Held by Paying Agent	18

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ARTICLE V EVENT OF DEFAULT		18
Section 5.1	Events of Default	18
Section 5.2	Acceleration of Maturity; Waiver of Event of Default	20
Section 5.3	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	20
Section 5.4	Remedies; Priorities	22
Section 5.5	Optional Preservation of the Exchange Note Assets	24
Section 5.6	Limitation of Suits	25
Section 5.7	Unconditional Rights of Noteholders to Receive Principal and Interest	25
Section 5.8	Restoration of Rights and Remedies	25
Section 5.9	Rights and Remedies Cumulative	26
Section 5.10	Delay or Omission Not a Waiver	26
Section 5.11	Control By Noteholders	26
Section 5.12	Waiver of Past Defaults	26
Section 5.13	Undertaking For Costs	27
Section 5.14	Waiver of Stay or Extension Laws	27
Section 5.15	Action on Notes	27
Section 5.16	Performance and Enforcement of Certain Obligations	28
Section 5.17	Sale of Collateral	28
ARTICLE VI THE INDENTURE TRUSTEE		29
Section 6.1	Duties of Indenture Trustee	29
Section 6.2	Rights of Indenture Trustee	30
Section 6.3	Individual Rights of Indenture Trustee	32
Section 6.4	Indenture Trustee's Disclaimer	32
Section 6.5	Notice of Defaults	32
Section 6.6	Reports by Indenture Trustee to Noteholders	32
Section 6.7	Compensation and Indemnity	33
Section 6.8	Removal, Resignation and Replacement of Indenture Trustee	33
Section 6.9	Successor Indenture Trustee by Merger	34
Section 6.10	Appointment of Co-Trustee or Separate Trustee	35
Section 6.11	Eligibility; Disqualification	36
Section 6.12	Preferential Collection of Claims Against the Issuing Entity	36
Section 6.13	Representations and Warranties of Indenture Trustee	36
Section 6.14	Trustee as Holder of the Exchange Note	37
Section 6.15	Communications Regarding Demands to Repurchase TRANSACTION UNITS	37
ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS		38
Section 7.1	Issuing Entity to Furnish Indenture Trustee Noteholder Names and Addresses	38
Section 7.2	Preservation of Information; Communications to Noteholders; Noteholder Communications with Indenture Trustee; Communications Between Noteholders	38
Section 7.3	Reports by Issuing Entity	40
Section 7.4	Reports by Indenture Trustee	40

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Section 7.5	Noteholder Demand For Asset Representations Review	40
ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES		41
Section 8.1	Collection of Money	41
Section 8.2	Accounts	42
Section 8.3	Servicer Certificate	42
Section 8.4	Disbursement of Funds	44
Section 8.5	General Provisions Regarding Accounts	47
Section 8.6	Release of Collateral	48
ARTICLE IX SUPPLEMENTAL INDENTURES		48
Section 9.1	Supplemental Indentures without Consent of Noteholders	48
Section 9.2	Supplemental Indentures with Consent of Noteholders	50
Section 9.3	Execution of Supplemental Indentures	50
Section 9.4	Effect of Supplemental Indenture	51
Section 9.5	Reference in Notes to Supplemental Indentures	51
ARTICLE X REDEMPTION OF NOTES		51
Section 10.1	Redemption	51
Section 10.2	Form of Redemption Notice	52
Section 10.3	Notes Payable on Redemption Date	52
ARTICLE XI MISCELLANEOUS		52
Section 11.1	Compliance Certificates and Opinions	52
Section 11.2	Form of Documents Delivered to the Indenture Trustee	54
Section 11.3	Acts of Noteholders	55
Section 11.4	Notices	55
Section 11.5	Notices to Noteholders; Waiver	56
Section 11.6	Effect of Headings and Table of Contents	57
Section 11.7	Successors and Assigns	57
Section 11.8	Severability	57
Section 11.9	Benefits of Indenture	57
Section 11.10	Legal Holidays	58
Section 11.11	Governing Law	58
Section 11.12	Counterparts	58
Section 11.13	Recording of Indenture	58
Section 11.14	Trust Obligation; No Recourse	58
Section 11.15	No Petition	58
Section 11.16	Limitation of Liability of Owner Trustee	59
Section 11.17	TIA Incorporation and Conflicts	59
Section 11.18	Intent	59
Section 11.19	Each Exchange Note Separate; Assignees of the Exchange Note	60
Section 11.20	Submission to Jurisdiction; Waiver of Jury Trial	61
Section 11.21	Subordination of Claims	61
Section 11.22	Information Requests	61

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Section 11.23 Regulation AB Information To Be Provided By The Indenture Trustee 61

SCHEDULE I	PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS
EXHIBIT A1	FORM OF CLASS A NOTES
EXHIBIT A2	FORM OF CLASS B NOTE
EXHIBIT B	FORM OF DEPOSITORY AGREEMENT
EXHIBIT C	SERVICING CRITERIA TO BE ADDRESSED IN INDENTURE TRUSTEE'S ASSESSMENT OF COMPLIANCE
EXHIBIT D	FORM OF INDENTURE TRUSTEE'S ANNUAL CERTIFICATION
APPENDIX A	DEFINITIONS

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THIS INDENTURE, dated as of September 19, 2018 (this "Indenture") is between WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B, a Delaware statutory trust (the "Issuing Entity"), and MUFG Union Bank, N.A., a national banking association, as trustee (the "Indenture Trustee").

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity's Class A-1 2.26923% Asset Backed Notes, Series 2018-B (the "Class A-1 Notes"), Class A-2a 2.96% Asset Backed Notes, Series 2018-B (the "Class A-2a Notes"), Class A-2b Floating Rate Asset Backed Notes, Series 2018-B (the "Class A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2 Notes"), Class A-3 3.19% Asset Backed Notes, Series 2018-B (the "Class A-3 Notes"), Class A-4 3.30% Asset Backed Notes, Series 2018-B (the "Class A-4 Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), and the Class B 3.43% Asset Backed Notes, Series 2018-B (the "Class B Notes" and together with the Class A Notes, the "Notes"):

GRANTING CLAUSE

The Issuing Entity, to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes equally and ratably without prejudice, priority or distinction except as set forth herein, and to secure compliance with the provisions of this Indenture, hereby Grants in trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders, all of such Person's right, title and interest, whether now owned or hereafter acquired, in and to (i) the Trust Estate and (ii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, securities, financial assets and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"), in each case as such terms are defined herein.

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee, as trustee on behalf of the Noteholders, acknowledges the foregoing Grant, accepts the trusts under this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

ARTICLE I

DEFINITIONS

Section 1.1          Definitions. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in Appendix A hereto.

Section 1.2           Interpretive Provisions.

(a)  For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Indenture include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as "herein", "hereof" and the like shall refer to this Indenture as a whole and not to any particular part, Article or Section within this Indenture, (iii) the term "include" and all variations thereof shall mean include without limitation and (iv) the term "proceeds" shall have the meaning set forth in the applicable UCC.

(b)  As used in this Indenture and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Indenture or in any such certificate or other document, and accounting terms partly defined in this Indenture or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Indenture or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Indenture or in any such certificate or other document shall control.

ARTICLE II

THE NOTES

Section 2.1          Form. The Notes, together with the Indenture Trustee's certificate of authentication, shall be in substantially the form set forth as Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of such Note.

The terms of the Notes set forth in Exhibit A hereto are part of the terms of this Indenture.

Section 2.2          Execution, Authentication and Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuing Entity by any of the Issuing Entity’s Authorized Officers. The signature of any Authorized Officer of the Issuing Entity on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding that any such individuals have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

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The Indenture Trustee shall, upon receipt of an Issuing Entity Order, authenticate and deliver for original issue the following aggregate principal amounts of the Notes: (i) $87,000,000 of Class A-1 Notes, (ii) $208,000,000 of Class A-2a Notes, (iii) $94,000,000 of Class A-2b Notes, (iv) $302,000,000 of Class A-3 Notes, (v) $70,000,000 of Class A-4 Notes and (vi) $39,800,000 of Class B Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts, except as provided in Section 2.5.

Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered notes in book-entry form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof; provided, however, that on the Closing Date, one Class A-1 Note, one Class A-2a Note, one Class A-2b Note, one Class A-3 Note, one Class A-4 Note and one Class B Note may be issued in a denomination that includes any remaining portion of the Initial Class A-1 Note Balance, the Initial Class A-2a Note Balance, the Initial Class A-2b Note Balance, the Initial A-3 Note Balance, the Initial Class A-4 Note Balance and the Initial Class B Note Balance, respectively.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.3         Temporary Notes. Pending the preparation of Definitive Notes, the Issuing Entity may execute and upon receipt of an Issuing Entity Order, the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, substantially of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

If temporary Notes are issued, the Issuing Entity shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of such temporary Notes at the office or agency of the Issuing Entity to be maintained as provided in Section 3.2, without charge to the related Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuing Entity shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, such temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

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Section 2.4          Registration; Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the "Note Registrar") to keep a register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby appointed the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

If a Person other than the Indenture Trustee is the Note Registrar, the Issuing Entity shall give the Indenture Trustee prompt written notice of such appointment and the location, and any change in such location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Authorized Officer of the Note Registrar as to the names and addresses of the Noteholders and the principal amounts and number of such Notes.

Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity to be maintained as provided in Section 3.2, if the requirements of Section 8-401 of the UCC are met, the Issuing Entity shall execute and the Indenture Trustee shall authenticate and the related Noteholder shall obtain, in the name of the designated transferee, one or more new Notes in any authorized denominations, of the same Class and a like aggregate principal amount.

At the option of the related Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of the same Class and a like aggregate principal amount, upon surrender of such Notes at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met, the Issuing Entity shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain the Notes that the Noteholder making such exchange is entitled to receive.

Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuing Entity or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuing Entity and the Indenture Trustee, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith, other than exchanges pursuant to Sections 2.3 or 9.5 not involving any transfer.

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By acquiring a Note, each purchaser and transferee of a beneficial interest will be deemed to represent that either (1) it is not acquiring such Notes with the assets of a Plan or (2) the acquisition and holding of such Notes will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of Similar Law. Each Note will bear a legend reflecting such deemed representation. The preceding provisions of this Section notwithstanding, the Issuing Entity shall not be required to make, and the Note Registrar need not register, transfers or exchanges of any Note (i) selected for redemption or (ii) for a period of 15 days preceding the due date for any payment with respect to such Note.

The Indenture Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Neither the Indenture Trustee nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Section 2.5          Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Note Registrar, or the Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Note Registrar such security or indemnity as may be required by it to hold the Issuing Entity, the Indenture Trustee or itself harmless, then, in the absence of notice to the Issuing Entity, the Note Registrar or the Indenture Trustee that such Note has been acquired by a "protected purchaser" (as contemplated by Article 8 of the UCC), and provided that the requirements of Section 8-405 of the UCC are met, the Issuing Entity shall execute and upon Issuing Entity Request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note (but not a mutilated Note) shall have become or within seven days shall become due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuing Entity may upon delivery of the security or indemnity herein required pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without the surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a "protected purchaser" (as contemplated by Article 8 of the UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuing Entity and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a "protected purchaser" (as contemplated by Article 8 of the UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuing Entity, the Note Registrar or the Indenture Trustee in connection therewith.

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Upon the issuance of any replacement Note under this Section, the Issuing Entity or the Indenture Trustee may require the payment by the related Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith.

Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.6          Persons Deemed Owners. Prior to due presentment for registration of transfer of any Note, the Issuing Entity, the Indenture Trustee and their respective agents may treat the Person in whose name any Note is registered in the Note Register (as of the date of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any of their respective agents shall be affected by notice to the contrary.

Section 2.7          Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuing Entity may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuing Entity may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing Entity Order that they be returned to it; provided, that such Issuing Entity Order is timely and that such Notes have not been previously disposed of by the Indenture Trustee.

Section 2.8          Release of Collateral. Subject to Section 11.1 and the terms of those Transaction Documents to which the Indenture Trustee is a party, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

Section 2.9          Book-Entry Notes. Unless otherwise specified herein, the Notes, upon original issuance, will be issued in the form of one or more typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for DTC, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note representing such Note Owner's interest in such Note except as provided in Section 2.11. Unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.11:

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(a)  the provisions of this Section shall be in full force and effect;

(b)  the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Noteholder, and shall have no obligation to Note Owners, except as stated in Section 7.5;

(c)  to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(d)  the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Note Owners and the Clearing Agency or Clearing Agency Participants; pursuant to the Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and

(e)  whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Note Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Section 2.10        Notices to Clearing Agency. Whenever a notice or other communication to Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.11, the Indenture Trustee shall give all such notices and communications specified herein to be given to Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners.

Section 2.11         Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and (B) the Administrator is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after an Event of Default, Note Owners representing in the aggregate not less than a majority of the Outstanding Note Amount, voting together as a single class, advise the Indenture Trustee through the Clearing Agency and its Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Note Owners, the Indenture Trustee shall be required to notify all Note Owners, through the Clearing Agency, of the occurrence of such event and the availability through the Clearing Agency of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Note or Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Note Owners, who thereupon shall become Noteholders for all purposes of this Indenture. None of the Issuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.

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The Indenture Trustee shall not be liable if the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the Issuing Entity and the Indenture Trustee, as evidenced by their execution and authentication of such Notes.

If Definitive Notes are issued and the Indenture Trustee is not the Note Registrar, the Issuing Entity shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Issuing Entity of a written request therefor.

Section 2.12        Authenticating Agents. Upon the request of the Issuing Entity, the Indenture Trustee shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Sections 2.2, 2.4, 2.5 and 9.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section shall be deemed to be the authentication of Notes by the Indenture Trustee. The Indenture Trustee shall be the Authenticating Agent in the absence of any appointment thereof.

Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation.

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuing Entity. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuing Entity. Upon receiving such notice of resignation or upon such termination, the Indenture Trustee shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuing Entity. The provisions of Sections 2.7 and 6.4 shall be applicable to any Authenticating Agent.

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Section 2.13        Tax Treatment.

(a)  The Issuing Entity has entered into this Indenture, and the Notes shall be issued, with the intention that, for all purposes, including federal, State and local income, franchise and any other taxes imposed upon, measured by or based upon gross or net income, the Notes shall qualify as indebtedness secured by the Collateral (except a Note or interest therein acquired by the Depositor or other person considered for federal income tax purposes the issuer of such Note). The Issuing Entity, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), unless otherwise required by appropriate taxing authorities, agree to treat the Notes (other than Notes held by any entity whose separate existence from the Issuing Entity is disregarded for federal income tax purposes, but only so long as such Notes are held by such entity) as indebtedness for federal, state and local income, franchise and any other taxes imposed upon, measured by or based upon gross or net income.

(b)  Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to provide to the Person from whom it receives payments on the Notes (including the Paying Agent) on behalf of the Issuing Entity, (1) any applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments) and (2) any documentation that is required under FATCA to enable the Issuing Entity, the Indenture Trustee and any other agent of the Issuing Entity to determine their duties and liabilities with respect to any taxes they may be required to withhold in respect of such Note or the Noteholder of such Note or, in the case of the Note Owner, a beneficial interest therein, in each case, prior to the first Payment Date after such Noteholder’s acquisition of Notes and at such time or times required by law or that the Indenture Trustee on behalf of the Issuing Entity or their respective agents may reasonably request, and shall update or replace such IRS form or documentation in accordance with its terms or its subsequent amendments. Each Noteholder or Note Owner will provide the applicable replacement IRS form or documentation every three (3) years (or sooner if there is a transfer to a new Noteholder or Note Owner or if required by applicable law). In each case above, the applicable IRS form or documentation shall be properly completed and signed under penalty of perjury.

(c)  Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of Section 2.13(b).

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 3.1          Payment of Principal and Interest. The Issuing Entity shall duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to and in accordance with Sections 8.4(a) and 8.4(b), the Issuing Entity will cause to be distributed all amounts deposited in the Principal Distribution Account on a Payment Date pursuant to this Indenture (i) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2a Notes, to the Class A-2a Noteholders, (iii) for the benefit of the Class A-2b Notes, to the Class A-2b Noteholders, (iv) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (v) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, and (vi) for the benefit of the Class B Notes, to the Class B Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest or principal shall be considered to have been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture. The final interest payment on each Class of Notes is due on the earlier of (a) the Payment Date (including any Redemption Date),in each case, on which the principal amount of that Class of Notes is reduced to zero or (b) the applicable Final Scheduled Payment Date for that Class of Note.

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Section 3.2          Maintenance of Office or Agency. The Issuing Entity will maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuing Entity in respect of the Notes and this Indenture may be served. Such office or agency will initially be the Corporate Trust Office of the Indenture Trustee, and the Issuing Entity hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuing Entity will give prompt written notice to the Indenture Trustee of any change in the location of any such office or agency. If at any time the Issuing Entity shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuing Entity hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

Section 3.3          Money for Payments to be Held in Trust. As provided in Sections 5.4(b) and 8.4, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Trust Collection Account shall be made on behalf of the Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn therefrom for payments on Notes shall be paid over to the Issuing Entity except as provided in this Section.

On or before the Business Day preceding each Payment Date and Redemption Date, the Issuing Entity shall allocate or cause to be allocated into the Trust Collection Account for distribution an aggregate sum sufficient to pay the amounts then becoming due under the Notes, and the Paying Agent shall hold such sum in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of any failure by the Issuing Entity to effect such deposit.

The Issuing Entity shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees to the extent relevant), subject to the provisions of this Section, that such Paying Agent shall:

(a)  hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

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(b)  give the Indenture Trustee written notice of any default by the Issuing Entity of which it has actual knowledge (or any other obligor upon the Notes) in the making of any payment required to be made with respect to the Notes;

(c)  at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(d)  immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and

(e)  comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuing Entity Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and distributed by the Indenture Trustee to the Issuing Entity upon an Issuing Entity Request and the related Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuing Entity for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the reasonable expense of the Issuing Entity cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which date shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to the Certificateholders. The Indenture Trustee shall also adopt and employ, at the written direction of the Issuing Entity and at the expense of the Issuing Entity, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Noteholders the Notes of which have been called but not surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or any Paying Agent at the last address of record for each such Noteholder).

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Section 3.4          Existence. The Issuing Entity shall keep in full effect its existence and rights as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuing Entity hereunder is or becomes, organized under the laws of any other State or of the United States, in which case the Issuing Entity shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate.

Section 3.5         Protection of Collateral. The Issuing Entity intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuing Entity shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuing Entity shall from time to time execute and deliver all such supplements and amendments hereto, shall file or authorize the filing of all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Administrator and delivered to the Issuing Entity, and shall take such other action necessary or advisable to:

(a)  Grant more effectively all or any portion of the Collateral;

(b)  maintain or preserve the lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof;

(c)  perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(d)  enforce any of the Collateral;

(e)  preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Noteholders in the Collateral against the claims of all Persons; or

(f)   pay or cause to be paid all taxes or assessments levied or assessed upon the Collateral when due.

The Issuing Entity hereby authorizes the Administrator and the Indenture Trustee to file all financing statements, continuation statements or other instruments required to be executed (if any) pursuant to this Section; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. Notwithstanding anything to the contrary contained herein (including the authorization to file granted in the preceding sentence), the Indenture Trustee shall have no duty and shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest.

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Section 3.6           Opinions as to Collateral.

(a)  On the Closing Date, the Issuing Entity shall furnish or cause to be furnished to the Indenture Trustee, an Opinion of Counsel to the effect that, in the opinion of such counsel (subject to standard limitations, qualifications and assumptions) the provisions of the Indenture are effective under the New York UCC to create in favor of the Indenture Trustee a security interest in the Issuing Entity's rights in the Collateral, and upon filing of the applicable financing statement, the Indenture Trustee's security interest in the Issuing Entity's rights in the Collateral will be perfected.

(b)  On or before April 30th of each calendar year, beginning with April 30, 2019, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel to the effect that in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary to continue the lien and security interest of the Indenture Trustee in the Exchange Notes and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action is necessary to continue such lien and security interest.

Section 3.7           Performance of Obligations; Administration of the Exchange note.

(a)  The Issuing Entity shall not take any action and shall use its best efforts not to permit any action to be taken by others, including the Administrator, that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in paragraph (c) below, the Transaction Documents or such other instrument or agreement.

(b)  The Issuing Entity may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuing Entity shall be deemed to be action taken by the Issuing Entity. Initially, the Issuing Entity has contracted with the Administrator, and the Administrator has agreed, to assist the Issuing Entity in performing its duties under this Indenture.

(c)  The Issuing Entity shall, and, shall cause the Administrator and the Servicer to agree to, punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Transaction Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuing Entity, as a party to the Transaction Documents and as Holder of the Exchange Note, shall not amend any Transaction Document to which it is a party or any provision thereof other than in accordance with the amendment provisions set forth in such Transaction Document.

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(d)  Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuing Entity agrees (i) that it will not, without the prior written consent of the Indenture Trustee or the Holders of at least a majority of the Note Balance of the Controlling Securities, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided and permitted in the Servicing Agreement and the Exchange Note Servicing Supplement) or the Trust Agreement, the Servicing Agreement, the Exchange Note Servicing Supplement, the Exchange Note Transfer Agreement or the Administration Agreement (except as may be permitted thereby), or waive timely performance or observance by the Servicer under the Servicing Agreement and the Exchange Note Servicing Supplement (except as may be permitted thereby); and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Note Balance of the Controlling Securities that is required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes. Subject to Section 11.1, if any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, the Issuing Entity agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.

Section 3.8           Negative Covenants. So long as any Notes are Outstanding, the Issuing Entity shall not:

(a)  engage in any activities other than financing, acquiring, owning, pledging and managing the Exchange Note and the other Collateral as contemplated by this Indenture and the other Transaction Documents;

(b)  except as expressly permitted herein or in the other Transaction Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee;

(c)  claim any credit on or make any deduction from the principal or interest payable in respect of the Notes (other than amounts properly withheld from such payments under the Code or applicable State law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate;

(d)  (i) permit the validity or effectiveness of this Indenture to be impaired, (ii) permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, (iii) permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (iv) permit any Adverse Claim (other than Permitted Liens) to be created on or extend to or otherwise arise upon or burden the Trust Estate, any part thereof or any interest therein or the proceeds thereof, (v) except as otherwise provided in the Transaction Documents, permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any Permitted Lien) security interest in the Trust Estate; (vi) 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, or (vii) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty);

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(e)  incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Transaction Documents; or

(f)  merge or consolidate with or into any other Person, unless:

(i)     the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and the other Transaction Documents on the part of the Issuing Entity to be performed or observed, all as provided herein;

(ii)    immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)   the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv)   the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuing Entity, any Noteholder or any Certificateholder;

(v)    any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(vi)   the Issuing Entity shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Section 3.9           Issuing Entity Certificates and Reports.

(a)  The Issuing Entity shall make available to the Indenture Trustee, at https://via.intralinks.com/, or such other website or distribution service or provider as the Issuing Entity shall designate by written notice to the Indenture Trustee, within 120 days after the end of each fiscal year of the Issuing Entity (commencing with the fiscal year 2018), an Officer's Certificate stating, as to the Authorized Officer signing such Officer's Certificate, that:

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(i)     a review of the activities of the Issuing Entity during such year and of its performance under this Indenture has been made under such Authorized Officer's supervision; and

(ii)     to the best of such Authorized Officer's knowledge, based on such review, the Issuing Entity has complied in all material respects with all conditions and covenants under this Indenture throughout such year, or, if there has been a material default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

(b)  Unless the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity shall be the same as the fiscal year of the Servicer.

Section 3.10         Notice of Defaults. The Issuing Entity agrees to give the Indenture Trustee and each Rating Agency prompt written notice of each Event of Default hereunder.

Section 3.11         Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuing Entity shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

Section 3.12         Delivery of Exchange Note. On the Closing Date, the Issuing Entity shall deliver or cause to be delivered to the Indenture Trustee as security for its obligations hereunder, the Closed-End Exchange Note. The Indenture Trustee shall take possession of the Closed-End Exchange Note in New York and shall at all times during the period of this Indenture maintain custody of the Closed-End Exchange Note in New York.

Section 3.13         Compliance with Laws. The Issuing Entity shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuing Entity to perform its obligations under the Notes, this Indenture or any other Transaction Document.

Section 3.14         Perfection Representations.

(a)  The representations, warranties and covenants set forth in Schedule I hereto shall be a part of this Indenture for all purposes.

(b)  Notwithstanding any other provision of this Indenture or any other Transaction Document, the perfection representations contained in Schedule I hereto shall be continuing, and remain in full force and effect until such time as all obligations under this Indenture have been finally and fully paid and performed.

(c)  Subject to Section 9.2, the parties to this Indenture: (i) shall not amend or waive any of the perfection representations contained in Schedule I hereto; (ii) shall provide the Rating Agencies with prompt written notice of any breach of perfection representations contained in Schedule I hereto and (iii) shall not waive a breach of any of the perfection representations contained in Schedule I hereto.

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Section 3.15         '34 Act Filings. The Issuing Entity hereby authorizes 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.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1          Satisfaction and Discharge of Indenture. This Indenture shall discharge with respect to the Collateral securing the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.8, 3.10 and 3.12, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.2) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand and at the expense and on behalf of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter paid to the Persons entitled thereto or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable, (2) will become due and payable within one year either because the applicable Final Scheduled Payment Date is within one year or because the Indenture Trustee has received written notice of the exercise of the option granted pursuant to Section 15.1 of the Exchange Note Servicing Supplement or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States (that will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including interest and any fees and expenses due and payable to the Owner Trustee and the Indenture Trustee) not theretofore delivered to the Indenture Trustee for cancellation, when due, to the applicable Final Scheduled Payment Date for each Class, or to the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1), as the case may be; (ii) the Issuing Entity has paid or caused to be paid all other sums payable hereunder by the Issuing Entity; and (iii) the Issuing Entity has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 11.1 and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with (and, in the case of an Officer’s Certificate, stating that the Rating Agency Condition has been satisfied; provided, that, with respect to a redemption of the Notes pursuant to Section 10.1 or if the Depositor (or any of its Affiliates) is the sole Noteholder, the satisfaction of the Rating Agency Condition shall not be required).

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Section 4.2           Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Noteholders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee of all sums due and to become due thereon for principal and interest; but such monies need not be segregated from other funds of the Indenture Trustee except to the extent required herein or in the Servicing Agreement or as required by law.

Section 4.3           Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuing Entity, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and such Paying Agent shall thereupon be released from all further liability with respect to such monies.

ARTICLE V

EVENT OF DEFAULT

Section 5.1           Events of Default. The occurrence and continuation of any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an "Event of Default"):

(a)  default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five Business Days; 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 shall not by itself constitute an Event of Default hereunder;

(b)  default in the payment of principal of any Note (A) when the same becomes due and payable, to the extent funds are available therefor or (B) at the related Final Scheduled Payment Date or the Redemption Date;

(c)  default in the observance or performance of any covenant or agreement of the Issuing Entity made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuing Entity made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, which default or inaccuracy materially and adversely affects the interests of the Noteholders, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 60 days after there shall have been given, by registered or certified mail, to the Issuing Entity by the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by Noteholders representing at least a majority of the Note Balance of the Controlling Securities, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder;

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(d)  the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuing Entity or any substantial part of the Trust Estate in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuing Entity's affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or

(e)  the commencement by the Issuing Entity of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuing Entity to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuing Entity to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Trust Estate, the making by the Issuing Entity of any general assignment for the benefit of creditors, the failure by the Issuing Entity generally to pay its debts as such debts become due or the taking of action by the Issuing Entity in furtherance of any of the foregoing;

provided, however, that a delay in or failure of performance referred to under clauses (a), (b) or (c) 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 Issuing Entity shall promptly deliver to the Indenture Trustee and each Rating Agency written notice in the form of an Officer's Certificate of any Event of Default, its status and what action the Issuing Entity is taking or proposes to take with respect thereto.

Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Event of Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority of the Note Balance of the Controlling Securities shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Note Balance of the Controlling Securities may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified or amended without the waiver or consent of all of the holders of the Outstanding Notes.

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Section 5.2          Acceleration of Maturity; Waiver of Event of Default. If an Event of Default should occur and be continuing, the Indenture Trustee or Noteholders representing a majority of the Note Balance 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 payable by a notice in writing to the Issuing Entity (and to the Indenture Trustee if given by the Noteholders). Upon such declaration, the Indenture Trustee shall promptly provide written notice to each Rating Agency. Such declaration may be rescinded by Noteholders holding a majority of the Note Balance of the Controlling Securities before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee if (a) the Issuing Entity has deposited with the Indenture Trustee an amount sufficient to pay (i) all interest on and principal of the Notes as if the Event of Default giving rise to such declaration had not occurred and (ii) all reasonable amounts previously advanced by the Indenture Trustee and its reasonable costs and expenses and (b) all Events of Default (other than the nonpayment of principal of the Notes that has become due solely by such acceleration) have been cured or waived.

At any time prior to the declaration of the acceleration of the maturity of the Notes, Noteholders holding not less than a majority of the Note Balance of the Controlling Securities by written notice to the Issuing Entity and the Indenture Trustee, may waive such Event of Default and its consequences, except a default (i) in payment of principal of or interest on the Notes or (ii) in respect of any covenant or provision in this Indenture that cannot be modified or amended without the unanimous consent of the Noteholders. No such waiver shall affect any subsequent default or impair any right consequent thereto.

Section 5.3         Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a)  The Issuing Entity covenants that if there is a default in the payment of (i) any interest on the Notes when the same becomes due, and such default continues for a period of five days or (ii) the principal of the Notes at the related Final Scheduled Payment or the Redemption Date, the Issuing Entity shall, upon demand of the Indenture Trustee in writing as directed by Noteholders holding not less than a majority of the Note Balance of the Controlling Securities, pay to the Indenture Trustee, for the benefit of such Noteholders, the entire amount then due and payable on such Notes for principal and interest, with interest on the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents, attorneys and counsel.

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(b)  In case the Issuing Entity shall fail forthwith to pay amounts described in Section 5.3(a) upon demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuing Entity or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuing Entity or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable.

(c)  If an Event of Default occurs and is continuing, the Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee may deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(d)  In case there shall be pending, relative to the Issuing Entity or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuing Entity or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the Notes, or to the property of the Issuing Entity or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i)     to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances and disbursements made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;

(ii)    unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and the Indenture Trustee on their behalf; and

(iii)   to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuing Entity, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each Noteholder to make payments to the Indenture Trustee and, in the event the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred and all advances and disbursements made by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and any other amounts due the Indenture Trustee under Section 6.7.

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(e)  Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder or to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f)  All rights of action and of asserting claims under this Indenture, or under the Notes, may be enforced by the Indenture Trustee without the possession of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, advances, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel shall be for the ratable benefit of the Noteholders in respect of which such judgment has been recovered.

(g)  In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Section 5.4           Remedies; Priorities.

(a)  If an Event of Default shall have occurred and be continuing, and the Indenture Trustee or the holders of at least a majority of the Note Balance of the Controlling Securities, have declared the principal of the notes, together with accrued and unpaid interest thereon through the date of acceleration, to be immediately due and payable, the Indenture Trustee may do one or more of the following (subject to Sections 5.2 and 5.5):

(i)     institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity and any other obligor upon such Notes monies adjudged due;

(ii)     institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

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(iii)   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 the Indenture Trustee and the Noteholders; and

(iv)   subject to Section 5.17, after an acceleration of the maturity of the Notes pursuant to Section 5.2, sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) Noteholders holding 100% of the Outstanding Note Amount consent thereto, (B) the proceeds of such sale are sufficient to discharge in full all amounts then due and unpaid upon all Outstanding Notes or (C) there has been an Event of Default described in Section 5.1(a) or (b) and the Indenture Trustee determines (but shall have no obligation to make such determination) that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable and the Indenture Trustee obtains the consent of Noteholders holding not less than 66-2/3% of the Outstanding Note Amount, voting together as a single class; provided, further, that the Indenture Trustee may not sell the Trust Estate unless it shall first have been provided with an Opinion of Counsel (at the expense of the Issuing Entity) that such sale will not cause the Titling Trust or an interest therein 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. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) of the preceding sentence, the Indenture Trustee may but need not obtain (at the expense of the Issuing Entity) and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

(b)  In the event that 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, Available Funds will be distributed in the following order or priority:

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

(ii)     to the Administrator, the Administration Fee;

(iii)    to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement not previously paid by the Servicer;

(iv)   pro rata to the Holders of the Class A Notes, the Class A Noteholders' Interest Distributable Amount;

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(v)    if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default as a result of default in payment of any interest on or principal of any Note in accordance with Section 8.4(a), to the Holders of the Class A-1 Notes, the Aggregate Outstanding amount of such Class, and then to the Holders of the Class A-2 Notes (pro rata among the Class A-2a Notes and the Class A-2b Notes), Class A-3 Notes and Class A-4 Notes, pro rata, the aggregate Outstanding Amount of each such Class of the Notes;

(vi)   to the Holders of the Class B Notes, the Class B Noteholders' Interest Distributable Amount;

(vii)  if the Notes have been declared to be due and payable as a result of occurrence of an Event of Default other than as a result of default in payment of any interest on or principal of any note in accordance with Section 8.4(a), to the Holders of the Class A-1 Notes, the Aggregate Outstanding amount of such Class, and then to the Holders of the Class A-2 Notes (pro rata among the Class A-2a Notes and the Class A-2b Notes), Class A-3 Notes and Class A-4 Notes, pro rata, the aggregate Outstanding Amount of each such Class of the Notes;

(viii)  to the Holders of the Class B Notes, the Outstanding Amount of the Class B Notes; and

(ix)    to the Certificateholders, any remaining amounts.

If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i) through (viii) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

(c)  The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuing Entity shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid.

Section 5.5           Optional Preservation of the Exchange Note Assets. If the Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless directed to sell pursuant to Section 9.4 of the Trust Agreement, but need not, elect to maintain possession of the Trust Estate and continue to apply the proceeds thereof in accordance with Section 3.1 and 8.4. It is the intent of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such intent into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may but need not obtain (at the expense of the Issuing Entity) and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

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Section 5.6           Limitation of Suits.

(a)  No holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, except in accordance with Section 2.3(d) of the Exchange Note Sale Agreement, unless: (i) such Noteholder previously has given to the Indenture Trustee written notice of a continuing Event of Default, (ii) Noteholders holding not less than 25% of the Outstanding Note Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee, (iii) such Noteholder has offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request, (iv) the Indenture Trustee has for 60 days failed to institute such Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by Noteholders holding a majority of the Outstanding Note Amount.

No Noteholder or group of Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholder or to enforce any right under this Indenture, except in the manner herein provided.

In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Outstanding Note Amount, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

(b)  No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control the operation and management of the Issuing Entity. However, in connection with any action as to which Noteholders are entitled to vote or consent under this Indenture and the Notes, the Issuing Entity may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent in accordance with TIA Section 316(c).

Section 5.7          Unconditional Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, any Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on, if any, such Note on or after the respective due dates thereof expressed in such Note or this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment in accordance with Section 5.6, and such right shall not be impaired without the consent of such Noteholder.

Section 5.8          Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or such Noteholder, then and in every such case the Issuing Entity, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

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Section 5.9           Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law, in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.10         Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

Section 5.11         Control By Noteholders. Subject to the provisions of Sections 5.6, 6.2(d) and 6.2(e), Noteholders holding not less than a majority of the Outstanding Note Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or with respect to the exercise of any trust or power conferred on the Indenture Trustee, provided that:

(a)  such direction shall not be in conflict with any rule of law or this Indenture;

(b)  subject to Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be made by Noteholders holding not less than 100% of the Outstanding Note Amount;

(c)  if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such Section, and except in the case of a sale of the Trust Estate pursuant to Section 9.2 of the Trust Agreement, then any direction to the Indenture Trustee by Noteholders holding less than 100% of the Outstanding Note Amount to sell or liquidate the Trust Estate shall be of no force and effect; and

(d)  the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.1, the Indenture Trustee need not take any action it determines might expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Section 5.12         Waiver of Past Defaults. Prior to the acceleration of the maturity of the Notes as provided in Section 5.2, Noteholders holding not less than a majority of the Outstanding Note Amount may waive any past Event of Default and its consequences except an Event of Default (i) in payment of principal of or interest on the Notes or (ii) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of each Noteholder. In the case of any such waiver, the Issuing Entity, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereto.

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Upon any such waiver, such Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereto.

Section 5.13        Undertaking For Costs. All parties to this Indenture agree, and each Noteholder by such Noteholder's acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and reasonable expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant, but the provisions of this Section shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) any suit instituted by any Noteholder or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Note Amount or (iii) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the related due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

Section 5.14        Waiver of Stay or Extension Laws. The Issuing Entity covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture, and the Issuing Entity (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.15        Action on Notes. The Indenture Trustee's right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuing Entity or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuing Entity. Any money or property collected by the Indenture Trustee shall be applied in the following order of priority: (i) pro rata to the Indenture Trustee for amounts due under Section 6.7 and to the Owner Trustee under Section 8.01 of the Trust Agreement and (ii) in accordance with Section 5.4(b).

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Section 5.16         Performance and Enforcement of Certain Obligations.

(a)  Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuing Entity shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuing Entity under or in connection with the Servicing Agreement and the Exchange Note Servicing Supplement, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with each such agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer.

(b)  If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of Noteholders holding not less than 66 2/3% of the Outstanding Note Amount, shall, exercise all rights, remedies, powers, privileges and claims of the Issuing Entity against the Depositor and the Servicer or any other Transaction Document, including the right or power to take any action to compel or secure performance or observance by the Servicer of its obligations to the Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under such Transaction Document, and any right of the Issuing Entity to take such action shall be suspended.

Section 5.17         Sale of Collateral. If the Indenture Trustee acts to sell the Collateral or any part thereof, pursuant to Section 5.4(a), the Indenture Trustee shall publish a notice in an Authorized Newspaper stating that the Indenture Trustee intends to effect such a sale in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. Following such publication, the Indenture Trustee shall, unless otherwise prohibited by applicable law from any such action, sell the Collateral or any part thereof, in such manner and on such terms as provided above to the highest bidder, provided, however, that the Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale. The Indenture Trustee shall give notice to the Depositor and Servicer of any proposed sale, and the Depositor, the Servicer or any Affiliate thereof shall be permitted to bid for the Collateral at any such sale. The Indenture Trustee may obtain a prior determination from a conservator, receiver or trustee in bankruptcy of the Issuing Entity that the terms and manner of any proposed sale are commercially reasonable. The power to effect any sale of any portion of the Collateral pursuant to Section 5.4 and this Section 5.17 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts payable on the Notes shall have been paid.

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ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.1           Duties of Indenture Trustee.

(a)  If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture 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.

(b)  Except during the continuance of an Event of Default:

(i)     the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii)     in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)  The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)     this paragraph does not limit the effect of paragraph (b) of this Section 6.1;

(ii)    the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii)    the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11.

(d)  Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section.

(e)  The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity.

(f)  Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Servicing Agreement.

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(g)  No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture.

(h)  Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

(i)  Subject to the other provisions of this Indenture and the Basic Documents, the Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral.

(j)  The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture.

Section 6.2           Rights of Indenture Trustee.

(a)  The Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in the document.

(b)  Before the Indenture Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate or Opinion of Counsel.

(c)  The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d)  The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee's conduct does not constitute willful misconduct, negligence or bad faith.

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(e)  The Indenture Trustee may consult with counsel of its own selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)  The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, other than requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.2(e) or an asset representations review demand under Section 7.5 unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction.

(g)  The Indenture Trustee shall not 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 Holders of Notes representing at least 25% of the Note Balance of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable discretion against such cost, expense or liability as a condition to taking any such action.

(h)  The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its own willful misconduct, negligence or bad faith in the performance of such act.

(i)  The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j)  In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(k)  In no event shall the Trustee be personally liable (i) for special, consequential or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers.

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Section 6.3           Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuing Entity or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

Section 6.4           Indenture Trustee's Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuing Entity's use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuing Entity in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee's certificate of authentication.

Section 6.5           Notice of Defaults. If a Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall transmit to each Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders.

Section 6.6           Reports by Indenture Trustee to Noteholders. The Indenture Trustee shall deliver to each Noteholder such information as may be required to enable such holder to prepare its federal and State income tax returns (including, without limitation, Form 1099, which for the avoidance of doubt, will be filed with the Internal Revenue Service as may be required by the Code). On or prior to the close of business on each Determination Date, the Indenture Trustee will post a copy of the statement or statements provided to the Indenture Trustee by the Servicer pursuant to Section 13.4 of the Exchange Note Servicing Supplement with respect to such related Payment Date on its internet website promptly following its receipt thereof, for the benefit of the Noteholders. The Indenture Trustee’s internet website shall initially be located at https://www.unionbank.com/commercial-bank/trust-custody/corporate-trust-services/asset-backed-servicer-reports.jsp. Assistance in using the website can be obtained by calling the Indenture Trustee’s bondholder services group at (646) 452-2114. The Indenture Trustee may change the way the statements and information are posted or distributed in order to make such distribution more convenient and/or accessible for such Noteholders, and the Indenture Trustee shall provide on the website timely and adequate notification to all parties regarding any such change.

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Section 6.7           Compensation and Indemnity. The Issuing Entity shall pursuant to Section 5.4(b)(i), or shall cause the Administrator to, pay to the Indenture Trustee from time to time such compensation for its services as is agreed in writing between the Issuing Entity, Administrator and the Indenture Trustee. The Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall pursuant to Section 5.4(b)(i), or shall cause the Administrator to, reimburse the Indenture Trustee for all reasonable and documented out-of-pocket expenses reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable and documented compensation and expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuing Entity shall pursuant to Section 5.4(b)(i), or shall cause the Administrator to, indemnify the Indenture Trustee against any and all loss, liability, claim, damage or expense (including reasonable attorneys' fees and reasonable expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuing Entity and the Administrator promptly of any claim of which the Indenture Trustee has received written notice and for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator shall not relieve the Issuing Entity or the Administrator of its obligations hereunder. The Issuing Entity shall cause the Administrator to defend any such claim and the Indenture Trustee may have separate counsel and the Issuing Entity shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. None of the Issuing Entity, the Depositor, the Servicer or the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith.

The Issuing Entity's payment obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(d) or (e) with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Section 6.8           Removal, Resignation and Replacement of Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8 and the payment of all fees and expenses owed to the retiring Indenture Trustee. The Indenture Trustee may resign at any time by so notifying the Issuing Entity. The Indenture Trustee shall resign following the occurrence of an Event of Default if required by Section 3.10 of the TIA. The Holders of at least majority of the Note Balance of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee and the Depositor and may appoint a successor Indenture Trustee. The Issuing Entity shall remove the Indenture Trustee if:

(i)     the Indenture Trustee fails to comply with Section 6.11;

(ii)    the Indenture Trustee is adjudged bankrupt or insolvent;

(iii)   a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(iv)   the Indenture Trustee otherwise becomes incapable of acting.

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If the Indenture Trustee resigns or is removed or the Noteholders fail to appoint a successor Indenture Trustee following removal by the Noteholders or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointment.

A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and the Issuing Entity. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity or the Holders of at least majority of the Note Balance of the Controlling Securities may, at the expense of the Issuing Entity, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuing Entity's and the Administrator's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Section 6.9           Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee; provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide the Depositor (who shall promptly provide such notice to the Rating Agencies) prior written notice of any such transaction.

In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.

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Section 6.10         Appointment of Co-Trustee or Separate Trustee.

(a)  Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8 hereof.

(b)  Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)     all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii)    no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii)   the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)  Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.

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(d)  Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.11       Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition, and the time deposits of the Indenture Trustee shall be rated at least F-1 by Fitch and Prime-1 by Moody’s. The Indenture Trustee shall comply with TIA § 310(a), including the optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuing Entity are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. Additionally, prior to the appointment of any successor Indenture Trustee, the Rating Agency Condition must be satisfied with respect to such successor Indenture Trustee.

Section 6.12        Preferential Collection of Claims Against the Issuing Entity. The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). Any Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

Section 6.13         Representations and Warranties of Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity and Noteholders shall rely:

(a)  the Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;

(b)  the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture;

(c)  the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall 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 included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture;

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(d)  the execution, delivery and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent 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 or agency regulating the banking and corporate trust activities of the Indenture Trustee; and

(e)  this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Section 6.14         Trustee as Holder of the Exchange Note. Following the occurrence and continuation of an Event of Default, to the extent that the Issuing Entity has rights as an Exchange Noteholder, including rights to distributions and notice, or is entitled to consent to any actions taken by the Depositor, the Issuing Entity may initiate such action or grant such consent only with consent of the Indenture Trustee at the direction of the Noteholders of not less than a majority of the Outstanding Note Amount. Following the occurrence and continuation of an Event of Default, the Indenture Trustee shall exercise rights as an Exchange Noteholder or the right to consent or withhold consent with respect to actions taken by the Depositor or the Issuing Entity, upon the written direction of holders of a majority of the Outstanding Note Amount; provided, however, that any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not less than 66-2/3% of the Outstanding Note Amount.

Section 6.15         Communications Regarding Demands to Repurchase TRANSACTION UNITS. The Indenture Trustee shall provide prompt notice to World Omni and the Depositor of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Transaction Unit for breach of the representations and warranties concerning such Transaction Unit. The Indenture Trustee shall, upon written request and at the sole cost and expense of either World Omni or the Depositor, provide notification to World Omni and the Depositor with respect to any actions taken by the Indenture Trustee or determinations made by the Indenture Trustee, in each case with respect to any such demand communicated to the Indenture Trustee in respect of any Transaction Unit, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five Business Days of receipt of such request or such other time frame as may be mutually agreed to by the Indenture Trustee and World Omni or the Depositor, as applicable. Such notices shall be provided to World Omni and the Depositor at: (a) in the case of World Omni, World Omni Financial Corp., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, and (b) in the case of the Depositor, to World Omni Auto Leasing LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, or at such other address or by such other means of communication as may be specified by World Omni or the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuing Entity acknowledge and agree that the purpose of this Section 6.15 is to facilitate compliance by World Omni and the Depositor with Rule 15Ga-1 under the Exchange Act, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the "Repurchase Rules and Regulations"). The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by World Omni and the Depositor in good faith for delivery of information accessible by the Indenture Trustee under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Indenture Trustee shall cooperate fully with World Omni and the Depositor to deliver any and all records and any other information reasonably available to it and necessary in the good faith determination of World Omni and the Depositor to permit them to comply with the provisions of the Repurchase Rules and Regulations. In no event shall the Indenture Trustee have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

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ARTICLE VII

NOTEHOLDERS' LISTS AND REPORTS

Section 7.1         Issuing Entity to Furnish Indenture Trustee Noteholder Names and Addresses. The Issuing Entity shall furnish or cause to be furnished to the Indenture Trustee (i) not more than five days after the earlier of (i) each Record Date and (ii) three months after the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Record Date and (ii) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuing Entity of any such request, a list of similar form and content as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar or the Notes are issued as Book-Entry Notes, no such list shall be required to be furnished to the Indenture Trustee.

Section 7.2       Preservation of Information; Communications to Noteholders; Noteholder Communications with Indenture Trustee; Communications Between Noteholders.

(a)  The Indenture Trustee shall preserve in as current a form as is reasonably practicable the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar or the Notes are issued as Book-Entry Notes, no such list shall be required to be preserved or maintained.

(b)  The Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders regarding their rights under this Indenture or under the Notes.

(c)  The Issuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 312(c).

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(d)  Noteholder Communications with Indenture Trustee. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. Any Note Owner must provide a written certification stating that the Note Owner 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. The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, other than requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.2(e) or an asset representations review demand under Section 7.5, unless such Noteholder or Note Owner shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request, demand or direction. The Indenture Trustee shall provide the Seller, the Servicer and the Issuing Entity with notification, as soon as practicable and in any event within five (5) Business Days, of receipt of any requests by any Noteholder or Note Owner to communicate with other Noteholders or Note Owners pursuant to Section 7.2(e) or any requests to repurchase a Receivable as the result of a breach of a representation or warranty pursuant to the Exchange Note Sale Agreement.

(e)  Communications between Noteholders. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) that seeks to communicate with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other Transaction Documents may send a written request to the Issuing Entity or the Servicer, on behalf of the Issuing Entity, to include information regarding the communication in a Form 10-D to be filed by the Servicer with the Commission. Each request must include (i) the name of the requesting Noteholder or Note Owner, (ii) the method by which other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner and (iii) in the case of a Note Owner, a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. A Noteholder or Note Owner, as applicable, that delivers a request under this Section 7. 2(e) will be deemed to have certified to the Issuing Entity and the Servicer that its request to communicate with other Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture or the other Transaction Documents, and will not be used for other purposes. The Issuing Entity will promptly deliver any request to the Servicer. On receipt of a request, the Servicer will include in the Form 10-D filed by the Issuing Entity with the Commission for the Collection Period in which the request was received (A) a statement that the Issuing Entity has received a request from a Noteholder or Note Owner, as applicable, that is interested in communicating with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other Transaction Documents, (B) the name of the requesting Noteholder or Note Owner, (C) the date the request was received and (D) a description of the method by which the other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner. The Servicer will bear any costs associated with including any such communication in the Form 10-D and each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that such requesting Noteholder or Note Owner will pay any costs associated with communicating with other Noteholders or Note Owners, and none of the Seller, the Servicer, the Depositor, the Issuing Entity, the Titling Trustee, the Closed-End Administrative Agent, the Closed-End Collateral Agent, the Administrator, the Indenture Trustee or the Owner Trustee will be responsible for such costs.

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Section 7.3           Reports by Issuing Entity.

(a)  The Issuing Entity shall:

(i)     file with the Indenture Trustee, within 15 days after the Issuing Entity is required (if at all) to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuing Entity may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii)    file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuing Entity with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations;

(iii)   supply to the Indenture Trustee (and the Indenture Trustee shall transmit to The Depository Trust Company, on behalf of the Noteholders as described in TIA Section  313(c)) such summaries of any information, documents and reports required to be filed by the Issuing Entity pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules and regulations prescribed from time to time by the Commission; and

(iv)   delivery of reports, information and documents to the Indenture Trustee pursuant to this Section 7.3 is for informational purposes only and the Indenture Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuing Entity's compliance with any of its covenants hereunder (as to which the Indenture Trustee is entitled to rely exclusively on Officers' Certificates).

Section 7.4           Reports by Indenture Trustee (a). If required by TIA Section 313(a), within 60 days after each February 1, beginning with February 1, 2019, the Indenture Trustee shall transmit to each Noteholder and shall file with the Commission as required by TIA Sections 313(c) and 313(d), respectively, a brief report dated as of such date that complies with TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

Section 7.5           Noteholder Demand For Asset Representations Review.

(a)  If the Delinquency Percentage for any Payment Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Transaction Leases under the Asset Representations Review Agreement. In the case of a Note Owner, each demand and vote must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting that the Delinquency Percentage for the related Payment Date exceeds the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders through the Clearing Agency; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by World Omni or any of its Affiliates shall not be included in such calculation.

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(b)  Upon the direction of the requisite Noteholders or Note Owners set forth in Section 7.5(a), the Indenture Trustee shall conduct a vote of all Noteholders (if the Notes are represented by Definitive Notes) and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Note Owners (if the Notes are represented by Book-Entry Notes). The Indenture Trustee shall provide to the Servicer the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders are requesting a full Noteholder vote to commence a Review and applicable voting deadline. Each Note Owner or Noteholder that elects to vote shall vote whether or not the Asset Representations Reviewer should be directed to conduct a Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Payment Date exceeds the Delinquency Trigger.

(c)   Assuming a voting quorum of Noteholders holding at least 5% of the aggregate Outstanding Amount of the Notes is reached, if the Noteholders of a majority of the Outstanding Amount of Notes voted agree to a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer, the Issuing Entity and the Servicer directing the Asset Representations Reviewer to conduct the Review.

(d)  The Indenture Trustee shall cooperate with the Asset Representations Reviewer in the event a Review is commenced pursuant to this Section 7.5 and shall provide the Asset Representations Reviewer with any documents or other information reasonably requested by the Asset Representations Reviewer in connection with the Review.

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.1           Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

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Section 8.2           Accounts.

(a)  There has been established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the "Trust Collection Account". The Trust Collection Account shall be held for the benefit of the Noteholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.

(b)  There has been established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the "Principal Distribution Account." The Principal Distribution Account shall be held for the benefit of the Noteholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.

(c)  There has been established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the "Reserve Account." The Reserve Account shall be held for the benefit of the Noteholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero.

(d)  All monies deposited from time to time in the Accounts pursuant to this Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Indenture Trustee, until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator in causing each Account to be moved to an institution at which it shall be an Eligible Account.

Section 8.3           Servicer Certificate.

(a)  On or prior to the close of business on each Determination Date, the Issuing Entity shall cause the Servicer to agree to deliver to the Indenture Trustee, the Issuing Entity, the Administrator and each Paying Agent hereunder, a certificate (the "Servicer Certificate") including, among other things, the following information with respect to the related Collection Period:

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(i)           the amount of the distribution allocable to principal of each Class of Notes (including to the Class A-2a Notes and the Class A-2b Notes);

(ii)          the amount of the distribution allocable to interest on each Class of Notes (including to the Class A-2a Notes and the Class A-2b Notes);

(iii)         the aggregate Principal Amount of, and the Note Factor for, each Class of Notes (including to the Class A-2a Notes and the Class A-2b Notes) as of the last day of the preceding Collection Period, after giving effect to payments on such Payment Date;

(iv)        the amount of the Servicing Fee paid to the Servicer with respect to the related Closed-End EN Collection Period, the amount of any unpaid Servicing Fees and the change in the amount from that of the prior Closed-End Exchange Note Payment Date;

(v)         the number and the aggregate purchase amount of Transaction Leases that have been repurchased by the Servicer;

(vi)        the Noteholders' First Priority Principal Distributable Amount, if any, for the related Payment Date;

(vii)       the Noteholders' Second Priority Principal Distributable Amount, if any, for the related Payment Date;

(viii)      the Noteholders' Regular Principal Distributable Amount for the related Payment Date;

(ix)         the Interest Rate for each of the Class A-1 Notes, Class A-2a Notes, Class A-2b Notes (including One-Month LIBOR), Class A-3 Notes, Class A-4 Notes, and Class B Notes, for the related Payment Date;

(x)          the amount of any Class A-1 Noteholders' Interest Carryover Shortfall, Class A-2 Noteholders' Interest Carryover Shortfall, Class A-3 Noteholders' Interest Carryover Shortfall, Class A-4 Noteholders' Interest Carryover Shortfall, and Class B Noteholders' Interest Carryover Shortfall, on the related Payment Date;

(xi)         the balance of the Reserve Account after giving effect to deposits and withdrawals to be made on that Closed-End Exchange Note Payment Date;

(xii)        the Administration Fee for the related Collection Period;

(xiii)       the aggregate Securitization Value and aggregate Base Residual Value of Transaction Units;

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(xiv)       the number and Securitization Value of Transaction Unit turn-ins;

(xv)        the number of Transaction Units at the beginning and end of the Closed-End Collection Period;

(xvi)      the Overcollateralization Amount for the related Payment Date on the Exchange Note and the Notes;

(xvii)      whether the Delinquency Trigger has occurred on the related Payment Date;

(xviii)    Available Funds for the related Payment Date;

(xix)       the Class A Noteholders' Interest Distributable Amount and the Class B Noteholders' Interest Distributable Amount for such Payment Date;

(xx)        the initial Exchange Note balance and the Exchange Note balance as of the beginning and end of the related Collection Period;

(xxi)       the principal amount and interest due and payable on the Exchange Note on that Payment Date;

(xxii)      any amounts payable to the Asset Representations Reviewer from Available Funds;

(xxiii)     delinquency, Credit Loss and Residual Loss information on the lease assets for the related Closed-End Collection Period; and

(xxiv)     a material change in World Omni or the Depositor’s retained interest in the Notes or Certificates.

Each amount set forth pursuant to clauses (i) and (ii) above shall be expressed in the aggregate and as a dollar amount per $1,000 of original principal balance of each as of Notes.

(b)  The Indenture Trustee shall have no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Servicer Certificate delivered to the Indenture Trustee in accordance with this Section or any certificate delivered to the Indenture Trustee pursuant to Section 3.15 of the Exchange Note Servicing Supplement, and the Indenture Trustee shall be fully protected in relying upon such Servicer Certificate.

Section 8.4           Disbursement of Funds.

(a)  On each Payment Date (prior to the acceleration of the Notes following an Event of Default which has not been waived or rescinded in accordance with the provisions of Article V hereof), prior to 1:00 p.m., New York City time, the Indenture Trustee, in accordance with the related Servicer Certificate and pursuant to the instructions of the Servicer, shall transfer from the Trust Collection Account all Available Funds and shall apply such amount, in accordance with the following priorities:

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(i)           to the Administrator, the Administration Fee;

(ii)          to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement not previously paid by the Servicer, up to a maximum of $150,000 per year;

(iii)         pro rata to the Holders of the Class A Notes for distribution in respect of interest on the Class A Notes, the Class A Noteholders' Interest Distributable Amount, for such Payment Date;

(iv)        to the Principal Distribution Account, the Noteholders' First Priority Principal Distributable Amount for such Payment Date, which amount shall be paid in the order of priority set forth in Section 8.4(b);

(v)         to the holders of the Class B Notes for distribution in respect of interest on the Class B Notes, the Class B Noteholders' Interest Distributable Amount for such Payment Date;

(vi)        to the Principal Distribution Account, the Noteholders' Second Priority Principal Distributable Amount for such Payment Date, which amount shall be paid in the order of priority set forth in Section 8.4(b);

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

(viii)      to the Principal Distribution Account, the Noteholders' Regular Principal Distributable Amount for such Payment Date, if any, which amount shall be paid in the order of priority set forth in Section 8.4(b);

(ix)         to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (ii) above; and

(x)          any remaining funds shall be distributed to or at the direction of the Certificateholders.

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 (i) through (vi) above on such Payment Date, the Indenture Trustee shall withdraw from the Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities specified in clause (i) through (vi) above.

(b)  On each Payment Date, prior to 1:00 p.m., New York City time, the Paying Agent, in accordance with the related Servicer Certificate and pursuant to the instructions of the Servicer, shall transfer from the Principal Distribution Account all amounts on deposit therein and shall distribute such amounts in the following order of priority:

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(i)           to the Holders of the Class A-1 Notes in respect of principal, until the Class A-1 Notes are paid in full;

(ii)          to the Holders of the Class A-2 Notes in respect of principal, until the Class A-2 Notes are paid in full, pro rata among the Class A-2a Notes and the Class A-2b Notes;

(iii)         to the Holders of the Class A-3 Notes in respect of principal, until the Class A-3 Notes are paid in full;

(iv)        to the Holders of the Class A-4 Notes in respect of principal, until the Class A-4 Notes are paid in full; and

(v)         to the Holders of the Class B Notes in respect of principal, until the Class B Notes are paid in full.

(c)  If on any Payment Date, after giving effect to all deposits to and withdrawals from the Reserve Account, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Balance, the Indenture Trustee shall distribute any such excess to or at the direction of the Certificateholder. Upon any such distributions to the Certificateholder, the Noteholders will have no further rights in, or claims to such amounts.

(d)  In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, the Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full.

(e)  On each Payment Date or Redemption Date, from the amounts allocated therefor in accordance with Section 8.4(a) and Section 8.4(b), the Paying Agent shall duly and punctually distribute payments of principal and interest on the Notes due and payable by wire transfer or check mailed to the Person whose name appears as the Registered Holder of a Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of DTC (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed (or wires sent) to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that the Note be submitted for notation of payment. Any reduction in the principal amount of any Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders of any Note issued upon the registration of transfer thereof or in exchange hereof or in lieu hereof, whether or not noted thereon. Amounts properly withheld under the Code by any Person from payment to any Noteholder of interest or principal shall be considered to have been paid by the Indenture Trustee to such Noteholder for purposes of this Indenture. If funds are expected to be available pursuant to a notice delivered to the Indenture Trustee for payment in full of the remaining unpaid principal amount of the Notes on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify each Person who was the Registered Holder of a Note as of the Record Date preceding the most recent Payment Date or Redemption Date by notice mailed within 30 days (and not less than 15 days) of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of the Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent appointed for such purposes located in The City of New York.

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(f)  On each Payment Date, the Indenture Trustee shall send by first class mail or other reasonable means (including, but not limited to, the posting on the Indenture Trustee's website at https://www.unionbank.com/commercial-bank/trust-custody/corporate-trust-services/asset-backed-servicer-reports.jsp) the Servicer Certificate prepared by the Servicer pursuant to Section 8.3 to each Person that was a Noteholder as of the close of business on the related Record Date (which shall be Cede & Co. as shown on the applicable Servicer Certificate as the nominee of DTC unless Definitive Notes are issued under the limited circumstances described herein) and each Rating Agency (via electronic delivery in accordance with Section 11.4). Note Owners may obtain copies of such reports upon a request in writing to the Indenture Trustee at the Corporate Trust Office.

(g)  None of the Noteholders, the Indenture Trustee, the Owner Trustee, the Depositor, the Administrator or the Servicer shall be required to refund any amounts properly distributed or paid to them in accordance with this Indenture, regardless of whether there are sufficient funds on any subsequent Payment Date to make in full distributions to the Noteholders.

Section 8.5           General Provisions Regarding Accounts.

(a)  So long as no Event of Default shall have occurred and be continuing, all of the funds in the Trust Collection Account (if the Servicer is required to deposit collections in the Trust Collection Account within two Business Days of receipt) and the Reserve Account shall be invested and reinvested by the Indenture Trustee, until the Outstanding Note Amount has been reduced to zero, at the direction of the Administrator, in Permitted Investments selected by the Administrator which mature no later than the Payment Date succeeding the date of such investment. No such investment shall be sold prior to maturity. Net investment earnings on any Account shall be deposited into the Trust Collection Account.

(b)  Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee's failure to make payments on any such Permitted Investments issued by the Indenture Trustee in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c)  If (i) the Administrator shall have failed to give investment directions for any funds on deposit in the Trust Collection Account to the Indenture Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by the Administrator and the Indenture Trustee), on any Business Day or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared due and payable following an Event of Default and amounts collected or receivable from the Collateral are being applied in accordance with Section 5.5 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in investments that are Permitted Investments specified in clause (a) of the definition thereof.

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(d)  The Indenture Trustee will furnish the Administrator periodic cash transaction statements which include detail for all investment transactions effected by the Indenture Trustee or brokers selected by the Administrator or any investment advisor. Upon the Administrator’s election, such statements will be delivered via the Indenture Trustee’s Online Trust and Custody service and upon electing such service, paper statements will be provided only upon request. The Administrator waives the right to receive brokerage confirmations of security transactions effected by the Indenture Trustee as they occur, to the extent permitted by law. The Administrator further understands that trade confirmations for securities transactions effected by the Indenture Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

Section 8.6           Release of Collateral.

(a)  Subject to Section 2.8, the payment of its fees and expenses under Section 6.7 and the satisfaction of the conditions set forth in Section 4.1, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b)  The Indenture Trustee shall, at such time as there are no Notes Outstanding, and all sums due the Indenture Trustee pursuant to Section 6.7 have been paid release any remaining portion of the Collateral that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Accounts. Such release shall include delivery to the Issuing Entity or its designee of the Exchange Note and release of the lien of this Indenture and transfer of dominion and control over the Accounts to the Issuing Entity or its designee. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section only upon receipt of an Issuing Entity Request.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1           Supplemental Indentures without Consent of Noteholders.

(a)  Except as provided in Section 9.2, without the consent of the Noteholders or any other Person, the Issuing Entity and the Indenture Trustee (when so directed by an Issuing Entity Request), may enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this Indenture; provided that (i) any supplement that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Outstanding Notes, voting as a single class, and (ii) any supplement that materially and adversely affects the interests of the Indenture Trustee, the Owner Trustee, the Servicer, the Certificateholders or the Administrator shall require the prior written consent of the Persons whose interests are materially and adversely affected; provided further, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuing Entity, the Depositor or the Titling Trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. A supplement shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such supplement. The consent of the Servicer, the Certificateholders or the Administrator shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given.

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

(c)  Notwithstanding anything herein to the contrary, any term or provision of this Indenture may be amended by the Issuing Entity and the Indenture Trustee (when so directed by an Issuing Entity Request) without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied.

(d)  Prior to the execution of any supplemental indenture, the Issuing Entity shall provide each Rating Agency with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuing Entity shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee.

(e)  The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained.

(f)  Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section or Section 9.2, the Indenture Trustee shall transmit to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuing Entity) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

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Section 9.2           Supplemental Indentures with Consent of Noteholders. With the consent of Noteholders holding not less than a majority of the Outstanding Note Amount, the Issuing Entity and the Indenture Trustee, when directed by an Issuing Entity Request, may enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this Indenture; provided, that no supplemental indenture entered into under Section 9.1 or this Section shall, without the consent of the Noteholder of each Outstanding Note affected thereby and prior notice to the Rating Agencies:

(a)  change the date of payment of any installment of principal of or interest on any Note, reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note;

(b)  reduce the percentage of the Outstanding Note Amount, the consent of the Noteholders of which is required for any such supplemental indenture or the consent of the Noteholders of which is required for any waiver of compliance with provisions of this Indenture or Events of Default hereunder and the consequences provided for in this Indenture;

(c)  modify or alter the provisions of the proviso to the definition of the term "Outstanding";

(d)  reduce the percentage of the Outstanding Note Amount required to direct the Indenture Trustee to direct the Issuing Entity to sell the Trust Estate pursuant to Section 5.4, if the proceeds of such sale would be insufficient to pay the Outstanding Note Amount plus accrued but unpaid interest on the Notes;

(e)  permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive any Noteholder of the security provided by the lien of this Indenture; or

(f)  impair the right to institute suit for the enforcement of payment as provided in Section 5.7.

Any such supplemental indenture shall be executed only upon delivery of an Opinion of Counsel delivered to the Indenture Trustee to the effect that such action shall not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuing Entity, the Depositor or the Titling Trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

Section 9.3           Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be provided with, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent under this Indenture for the execution of the supplemental indenture have been complied with. The Indenture Trustee may but shall not be obligated to enter into any such supplemental indenture that affects the Indenture Trustee's own rights, duties, liabilities or indemnities under this Indenture or otherwise.

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Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Section 9.4          Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuing Entity and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

Section 9.5          Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuing Entity or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuing Entity, to any such supplemental indenture may be prepared and executed by the Issuing Entity and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE X

REDEMPTION OF NOTES

Section 10.1        Redemption. The Outstanding Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 15.1 of the Exchange Note Servicing Supplement, on any Payment Date on which the Servicer exercises its option to purchase the Trust Estate pursuant to said Section 15.1, for a purchase price equal to the Redemption Price; provided that the Issuing Entity has available funds sufficient to pay the Redemption Price. The Servicer or the Issuing Entity shall furnish the Rating Agencies notice of such redemption. If the Outstanding Notes are to be redeemed pursuant to this Section, the Servicer or the Issuing Entity shall furnish notice of such election to the Indenture Trustee not later than the close of business on the first calendar day of the month in which the Redemption Date occurs and the Issuing Entity shall deposit by 10:00 A.M. New York City time on the Redemption Date with the Indenture Trustee in the Principal Distribution Account the Redemption Price of the Notes to be redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.2 to each Holder of the Notes.

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Section 10.2         Form of Redemption Notice. Notice of redemption under Section 10.1 shall be transmitted by the Indenture Trustee to DTC not later than 10 days prior to the applicable Redemption Date, to each Holder of Notes as of the close of business on the Record Date preceding the applicable Redemption Date at such Holder's address or facsimile number appearing in the Note Register.

All notices of redemption shall state:

(a)  the Redemption Date;

(b)  the Redemption Price;

(c)  the place where the Notes to be redeemed are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuing Entity to be maintained as provided in Section 3.2); and

(d)  applicable "CUSIP" numbers.

Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuing Entity. Failure to give notice of redemption (or any defect therein) to any Noteholder shall not impair or affect the validity of the redemption of any other Note.

Section 10.3         Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption as required by Section 10.2, become due and payable on the Redemption Date at the Redemption Price and (unless the Issuing Entity shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

ARTICLE XI

MISCELLANEOUS

Section 11.1         Compliance Certificates and Opinions.

(a)  Upon any application or request by the Issuing Entity to the Indenture Trustee to take any action under any provision of this Indenture, the Issuing Entity shall furnish to the Indenture Trustee (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, and (iii) in the case of conditions precedent compliance with which is subject to verification by accountants, a certificate or opinion of an accountant that satisfies TIA Section 314(c)(3).

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Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)           a statement that each signatory of such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(ii)          a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)         a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)         a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b)  In addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture:

(i)  Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuing Entity shall furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuing Entity of the Collateral or other property or securities to be so deposited.

(ii)         Whenever the Issuing Entity is required to furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuing Entity shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value of the property or securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current calendar year of the Issuing Entity, as set forth in the certificates delivered pursuant to clause (i) above and this clause, is 10% or more of the Outstanding Note Amount, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuing Entity as set forth in the related Officer's Certificate is less than $25,000 or less than 1% of the Outstanding Note Amount.

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(iii)         Other than with respect to any release described in clause (A) or (B) of Section 11.1(b)(v), whenever any property or securities are to be released from the lien of this Indenture, the Issuing Entity shall also furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person, the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv)        Whenever the Issuing Entity is required to furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuing Entity shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value of the property or securities and of all other property, or securities (other than property described in clauses (A) or (B) of Section 11.1(b)(v)) released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the Officer's Certificates required by clause (iii) above and this clause, equals 10% or more of the Outstanding Note Amount, but such Officer's Certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer's Certificate is less than $25,000 or less than 1% of the Outstanding Note Amount.

(v)         Notwithstanding Section 2.8 or any other provision of this Section, the Issuing Entity may without compliance with the requirements of other provisions of this Section (A) collect, liquidate, sell or otherwise dispose of the Collateral as and to the extent permitted or required by the Transaction Documents and (B) make cash payments out of the Accounts as and to the extent permitted or required by the Transaction Documents, so long as the Issuing Entity shall make available to the Indenture Trustee every six months, commencing March 2019, at https://via.intralinks.com/, or such other website or distribution service or provider as the Issuing Entity shall designate by written notice to the Indenture Trustee, an Officer's Certificate of the Issuing Entity stating that all the dispositions of Collateral described in clauses (A) or (B) above that occurred during the preceding six calendar months were in the ordinary course of the Issuing Entity's business and that the proceeds thereof were applied in accordance with the Transaction Documents.

Section 11.2         Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of or representations by an officer or officers of the Administrator, the Depositor or the Issuing Entity, stating that the information with respect to such factual matters is in the possession of the Administrator, the Depositor or the Issuing Entity.

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Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Section 11.3         Acts of Noteholders.

(a)  Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section.

(b)  The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c)  The ownership of Notes shall be proved by the Note Register.

(d)  Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder of any Note shall bind the holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

Section 11.4         Notices. All demands, requests, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: (i) if to the Issuing Entity, at the Corporate Trust Office of the Owner Trustee, with a copy to the Administrator, at 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442 (telecopier no. (954) 429-2685, Attention: Treasurer), with a copy to the Indenture Trustee; (ii) if to the Indenture Trustee, to its Corporate Trust Office; (iii) if to the Owner Trustee, to its Corporate Trust Office; (iv) if to the Rating Agencies, to the Depositor, which shall promptly post such demand, notice or communication to the website maintained by the depositor for notifications to nationally recognized statistical rating organizations; (v) if to the Depositor, to World Omni Auto Leasing LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Email: eric.gebhard@jmfamily.com, Attention: Treasurer; or (vi) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder.

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In addition to the foregoing, the Indenture Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Indenture sent by e-mail, facsimile transmission or other similar electronic methods. If a party elects to give the Indenture Trustee e-mail or facsimile instructions (or instructions by a similar electronic method), the Indenture Trustee’s understanding of such instructions shall be determined in accordance with Section 6.1(b)(ii). The Indenture Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Indenture Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction; provided, that the Indenture Trustee will not be relieved from liability for its own bad faith, negligence or wilfull misconduct. Except as provided above in this paragraph, the party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Indenture Trustee, including without limitation the risk of the Indenture Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Notwithstanding the foregoing, with the consent of the appropriate party to this Indenture, the obligations of World Omni and any Affiliate of World Omni to deliver or provide any demand, delivery, notice, communication or instruction to such party other than a Noteholder shall be satisfied by World Omni or such Affiliate, as the case may be, making such demand, delivery, notice, communication or instruction available at https://via.intralinks.com/, or such other website or distribution service or provider as World Omni or such Affiliate, as applicable, shall designate by written notice to the other parties hereto.

The Indenture Trustee shall promptly transmit any notice received by it from the Noteholders or Note Owners to the Issuing Entity and the Servicer and, if such notice is a Reallocation Request, to World Omni and ALF LLC.

Section 11.5       Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Note Register, not later than the latest and not earlier than the earliest date prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

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Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to each Rating Agency, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Event of Default.

If the Seller, the Depositor or the Indenture Trustee receives a Reallocation Request from a Noteholder or Note Owner as a result of a breach of a representation or warranty pursuant to the Exchange Note Sale Agreement and the Seller does not cause the reallocation of the Transaction Unit related to such Reallocation Request within 180-days of the receipt of such Reallocation Request, at the direction of the Administrator, the Indenture Trustee shall deliver a notice to the related Noteholder or Note Owner indicating that the Reallocation Request is unresolved.

Section 11.6         Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.7         Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuing Entity shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors.

Section 11.8        Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 11.9         Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders (and, with respect to Sections 8.3 and 8.4, the Certificateholders), any other party secured hereunder and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

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Section 11.10         Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

Section 11.11         Governing Law. THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 11.12         Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.13         Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuing Entity accompanied by an Opinion of Counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

Section 11.14         Trust Obligation; No Recourse. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee, the Administrative Agent or the Owner Trustee in their respective individual capacities, (ii) any Certificateholder or any other owner of a beneficial interest in the Issuing Entity, (iii) the Servicer, the Administrator or the Titling Trust or (iv) any partner, owner, beneficiary, agent, officer, director, employee, successor or assign of any Person described in clauses (i), (ii) and (iii) above, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee, the Administrative Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Section 11.15         No Petition. With respect to each Bankruptcy Remote Party, each of the Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations under each Financing (i) no party hereto shall authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction.

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Section 11.16         Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the Issuing Entity, 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 the Issuing Entity is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) U.S. Bank Trust National Association has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any other related documents.

Section 11.17         TIA Incorporation and Conflicts. The provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the TIA, such required provision shall control.

Section 11.18          Intent.

(a)  It is the intent of the Issuing Entity that the Notes constitute indebtedness for all financial accounting purposes and the Issuing Entity agrees and each purchaser of a Note (by virtue of the acquisition of such Note or an interest therein) shall be deemed to have agreed, to treat the Notes as indebtedness for all financial accounting purposes.

(b)  It is the intent of the Issuing Entity that the Notes constitute indebtedness of the Issuing Entity for all tax purposes and the Issuing Entity agrees and each purchaser of a Note (by virtue of the acquisition of such Note or an interest therein) shall be deemed to have agreed to treat the Notes as indebtedness for all tax purposes.

59

Section 11.19         Each Exchange Note Separate; Assignees of the Exchange Note. Each of the Indenture Trustee, by entering into this Indenture, and each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that (a) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (i) the Exchange Note or the related 2018-B Reference Pool shall be enforceable against such Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool or any Unencumbered Reference Pool and (ii) any Other Exchange Note, any Other Reference Pool, the Warehouse Facility Pool or any Unencumbered Reference Pool shall be enforceable against such Other Exchange Note, Other Reference Pools, the Warehouse Facility Pool or Unencumbered Reference Pool only, as applicable, and not against the Exchange Note or any Closed-End Units included in the 2018-B Reference Pool, (c) except to the extent required by law, the Closed-End Units included in the Warehouse Facility Pool, Closed-End Units included in any Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any Other Exchange Note (other than the Exchange Note transferred hereunder which is related to the 2018-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Exchange Note in respect of such claim, (d) no creditor or holder of a claim relating to (i) the Exchange Note or the related 2018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note or the assets allocated thereto, and (ii) any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note other than the Exchange Note related to the 2018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2018-B Reference Pool, and (e) any purchaser, assignee or pledgee of an interest in the 2018-B Reference Pool or, the Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

60

Section 11.20         Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

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

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

(c)  agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11.4 of this Indenture;

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

(e)  to the extent permitted by applicable law, waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Indenture, any other Transaction Document, or any matter arising hereunder or thereunder.

Section 11.21         Subordination of Claims. Each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that, to the extent such Person is deemed to have any interest in any assets of the Depositor, or a securitization vehicle (other than the Issuing Entity) related to the Depositor, dedicated to other debt obligations of the Depositor or debt obligations of any other securitization vehicle (other than the Issuing Entity) related to the Depositor, such Person's interest in those assets is subordinate to claims or rights of such other debtholders to those other assets. Furthermore, each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

Section 11.22         Information Requests. The parties hereto shall 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.

Section 11.23         Regulation AB Information To Be Provided By The Indenture Trustee.

(a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the Depositor, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information.

61

(b)  As soon as available but no later than March 1 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2019, the Indenture Trustee shall:

(i)           deliver to the Depositor a report regarding the Indenture Trustee's assessment of compliance with the Servicing Criteria specified in Exhibit C during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit C or such criteria as mutually agreed upon by the Depositor and the Indenture Trustee and include disclosure of any material instance of non-compliance identified by the Indenture Trustee (provided, that to the extent the Indenture Trustee identifies any material instance of non-compliance, the Indenture Trustee shall disclose to the Depositor whether such material instance of non-compliance relates to the Transaction Units or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate such material instance of non-compliance);

(ii)          deliver to the Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and

(iii)         deliver to the Depositor and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of the Issuing Entity or the Depositor substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Depositor and the Indenture Trustee.

The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

[Signature Page to Follow]

62

IN WITNESS WHEREOF, the Issuing Entity and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written.

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B, AS ISSUING ENTITY
By:	U.S. Bank Trust National Association,
	not in its individual capacity but
	solely as Owner Trustee
By:	/s/ Christopher J. Nuxoll
Name:	Christopher J. Nuxoll
Title:	Vice President
MUFG UNION BANK, N.A.,
as Indenture Trustee
By:	/s/ Rafael E. Miranda
Name:	Rafael E. Miranda
Title:	Vice President

S-1

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in this Indenture, the Issuing Entity hereby represents, warrants, and covenants to the Indenture Trustee as follows on the Closing Date:

1.          The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other Adverse Claims and is enforceable as such as against creditors of and purchasers from the Issuing Entity.

2.          The Exchange Note constitutes a "general intangible," "instrument," "certificated security," or "tangible chattel paper," within the meaning of the applicable UCC. The Accounts and all subaccounts thereof, constitute either deposit accounts or securities accounts.

3.          All of the Collateral that constitutes securities entitlements has been or will have been credited to one of the Accounts. The securities intermediary for each Account has agreed to treat all assets credited to the Accounts as "financial assets" within the meaning of the applicable UCC.

4.          The Issuing Entity owns and has good and marketable title to the Collateral free and clear of any Adverse Claims, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Adverse Claim attaches is not impaired during the pendency of such proceeding.

5.          The Issuing Entity has received all consents and approvals to the grant of the security interest in the Collateral hereunder to the Indenture Trustee required by the terms of the Collateral that constitutes instruments or payment intangibles.

6.          The Issuing Entity has received all consents and approvals required by the terms of the Collateral that constitutes securities entitlements, certificated securities or uncertificated securities to the transfer to the Indenture Trustee of its interest and rights in the Collateral hereunder.

7.          The Issuing Entity has caused or will have caused, within ten days after the effective date of the Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder.

Sch. I-1

8.          With respect to Collateral that constitutes an instrument or tangible chattel paper, either:

(i)         All original executed copies of each such instrument or tangible chattel paper have been delivered to the Indenture Trustee; or

(ii)         Such instruments or tangible chattel paper are in the possession of a custodian and the Indenture Trustee has received a written acknowledgment from such custodian that such custodian is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Indenture Trustee; or

(iii)        A custodian received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment from such custodian that such custodian is acting solely as agent of the Indenture Trustee.

9.          With respect to the Accounts and all subaccounts thereof that constitute deposit accounts, either:

(i)          The Issuing Entity has delivered to the Indenture Trustee a fully executed agreement pursuant to which the bank maintaining the deposit accounts has agreed to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in the Accounts without further consent by the Issuing Entity; or

(ii)         The Issuing Entity has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Accounts.

10.         With respect to Collateral that constitute securities accounts or securities entitlements, either:

(i)          The Issuing Entity has caused or will have caused, within ten days after the effective date of the Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the Collateral to the Indenture Trustee; or

(ii)         The Issuing Entity has delivered to the Indenture Trustee a fully executed agreement pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to the Accounts without further consent by the Issuing Entity; or

(iii)        The Issuing Entity has taken all steps necessary to cause the securities intermediary to identify in its records the Indenture Trustee as the person having a security entitlement against the securities intermediary in the Accounts.

Sch. I-2

11.         With respect to Collateral that constitutes certificated securities (other than securities entitlements), all original executed copies of each security certificate that constitutes or evidences the Collateral have been delivered to the Indenture Trustee, and each such security certificate either (i) is in bearer form, (ii) has been indorsed by an effective indorsement to the Indenture Trustee or in blank, or (iii) has been registered in the name of the Indenture Trustee. Other than the transfer of the Exchange Note from ALF LLC to the Depositor under the Exchange Note Sale Agreement, the transfer of the Exchange Note from the Depositor to the Issuing Entity under the Exchange Note Transfer Agreement and the security interest in the Collateral granted to the Indenture Trustee pursuant to the Indenture, none of ALF LLC, the Depositor or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral or the Accounts or any subaccounts thereof. The Issuing Entity has not authorized the filing of, and is not aware of, any financing statements against the Issuing Entity that include a description of collateral covering the Collateral or the Accounts or any subaccount thereof other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated.

12.         None of the instruments, certificated securities or tangible chattel paper that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

13.         Neither the Accounts nor any subaccounts thereof are in the name of any person other than the Issuing Entity or the Indenture Trustee. The Issuing Entity has not consented to the securities intermediary of any Account to comply with entitlement orders of any person other than the Indenture Trustee.

Sch. I-3

EXHIBIT A1

FORM OF CLASS A NOTE

REGISTERED	$___________________
No. R-_______	CUSIP NO. __________
	ISIN NO. ___________

SEE REVERSE FOR CERTAIN DEFINITIONS

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.

THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS DEBT SOLELY OF THE ISSUING ENTITY FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, FRANCHISE AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON GROSS OR NET INCOME.

BY ACQUIRING A NOTE, EACH PURCHASER AND TRANSFEREE OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF (I) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA, (II) A "PLAN" DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY OR (IV) ANY PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW") OR (2) THE ACQUISITION AND HOLDING OF THE CLASS [A-1][A-2a][A-2b][A-3][A-4] NOTES WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW.

Ex. A1-1

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B

[[_____]%]¹ [Floating Rate]² Class [A-1] [A-2a] [A-2b] [A-3] [A-4] Asset Backed Notes, Series 2018-B

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B, a Delaware statutory trust (including any permitted successors and assigns, the "Issuing Entity"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _____________________ DOLLARS ($_____) in monthly installments on the 15th of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on October 15, 2018 (each, a "Payment Date") until the principal of this Note is paid or made available for payment, and to pay interest on each Payment Date on the Class [A-1] [A-2a] [A-2b] [A-3] [A-4] Note Balance as of the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of the first Payment Date or if no interest has yet been paid, at [the rate per annum shown above]³ [One-Month LIBOR plus 0.18%, provided, that for any Interest Period for which the sum of One-Month LIBOR plus 0.18% is less than 0.00%, the interest rate shall be deemed to be 0.00%]⁴ (the "Interest Rate"), in each case as and to the extent described below; provided, however, that the entire Class [A-1] [A-2a] [A-2b] [A-3] [A-4] Note Balance shall be due and payable on the earlier of [September 16, 2019]⁵ [June 15, 2021]⁶ [December 15, 2021]⁷ [March 15, 2024]⁸ (the "Final Scheduled Payment Date") and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. [Principal payable with respect to the Class A-2 Notes shall be made pro rata between the Class A-2a Notes and the Class A-2b Notes.] Interest on this Note will accrue for each Payment Date from and including the preceding Payment Date (or, in the case of the initial Payment Date or if no interest has yet been paid, from and including the Closing Date) to but excluding such Payment Date. Interest will be computed on the basis of [actual days elapsed and a 360-day year]⁹ [a 360-day year consisting of twelve 30-day months]¹⁰. The Issuing Entity shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

¹ Insert for the Class A-1 Notes, A-2a Notes, A-3 Notes and A-4 Notes.

² Insert for the Class A-2b Notes.

³ Insert for the Class A-1 Notes, A-2a Notes, A-3 Notes and A-4 Notes.

⁴ Insert for the Class A-2b Notes.

⁵ Insert for the Class A-1 Notes.

⁶ Insert for the Class A-2 Notes.

⁷ Insert for the Class A-3 Notes.

⁸ Insert for the Class A-4 Notes.

⁹ Insert for the Class A-1 Notes and the Class A-2b Notes.

¹⁰ Insert for the Class A-2a Notes, the Class A-3 Notes and the Class A-4 Notes.

Ex. A1-2

The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

Ex. A1-3

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or by facsimile, by its Authorized Officer as of the date set forth below.

Dated: ____________, 20__

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely
	as Owner Trustee
By:
Name:
Title:

Ex. A1-4

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Dated: ____________, 20__

MUFG UNION BANK, N.A.,

as Indenture Trustee

By:

Name:

Title:

Ex. A1-5

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its "[[_____]%]¹¹ [“Floating Rate”]¹² Class [A-1] [A-2a] [A-2b] [A-3] [A-4] Asset Backed Notes, Series 2018-B" (herein called the "Notes") issued under an Indenture, dated as of September 19, 2018 (such indenture, as supplemented or amended, is herein called the "Indenture"), between the Issuing Entity and MUFG Union Bank, N.A., as trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. However, to the extent provided in the Indenture and prior to an acceleration of the principal amount of the Notes after an Event of Default, each Class will receive principal payments sequentially so no principal payments shall be made in respect of the Class A-2 Notes until the Class A-1 Notes have been paid in full, and no principal payments shall be made in respect of the Class A-3 Notes until the Class A-2 Notes have been paid in full, and no principal payments shall be made in respect of the Class A-4 Notes until the Class A-3 Notes have been paid in full. [Principal payable with respect to the Class A-2 Notes shall be made pro rata between the Class A-2a Notes and the Class A-2b Notes.] All covenants and agreements made by the Issuing Entity in the Indenture are for the benefit of the Holders of the Notes.

Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Final Scheduled Payment and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Notes shall be due and payable following the occurrence and continuance of an Event of Default, as described in the Indenture. In such an event, principal payments on the Class A-1 Notes shall be made first and principal payments on the remaining Classes of Notes shall be made pro rata to the Noteholders entitled thereto.

¹¹ Insert for the Class A-1 Notes, Class A-2a Notes, Class A-3 Notes and Class A-4 Notes.

¹² Insert for the Class A-2b Notes.

Ex. A1-6

Payments of principal and interest on this Note due and payable on each Payment Date or Redemption Date shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of The Depository Trust Company (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders 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 Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date or Redemption Date by notice mailed within five days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent appointed for such purposes located in The City of New York.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture. 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.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that, to the extent such Person is deemed to have any interest in any assets of the Depositor, or a securitization vehicle (other than the Issuing Entity) related to the Depositor, dedicated to other debt obligations of the Depositor or debt obligations of any other securitization vehicle (other than the Issuing Entity) related to the Depositor, such Person's interest in those assets is subordinate to claims or rights of such other debtholders to those other assets. Furthermore, each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

Ex. A1-7

It is the intent of the Issuing Entity that the Notes constitute indebtedness for all financial accounting and tax purposes and the Issuing Entity agrees and each purchaser of a Note (by virtue of the acquisition of such Note or an interest therein) shall be deemed to have agreed, to treat the Notes as indebtedness for all financial accounting and tax purposes.

The Notes represent obligations of the Issuing Entity only and do not represent interests in, recourse to or obligations of the Depositor, the Servicer, ALF LLC, or any of their respective Affiliates.

Each Noteholder or Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees to provide to the Person from whom it receives payments on the Notes (including the Paying Agent) on behalf of the Issuing Entity, (1) any applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments) and (2) any documentation that is required under FATCA to enable the Issuing Entity, the Indenture Trustee and any other agent of the Issuing Entity to determine their duties and liabilities with respect to any taxes they may be required to withhold in respect of such Note or the Noteholder of such Note or, in the case of the Note Owner, a beneficial interest therein, in each case, prior to the first Payment Date after such Noteholder’s acquisition of Notes and at such time or times required by law or that the Indenture Trustee on behalf of the Issuing Entity or their respective agents may reasonably request, and shall update or replace such IRS form or documentation in accordance with its terms or its subsequent amendments. Each Noteholder or Note Owner will provide the applicable replacement IRS form or documentation every three (3) years (or sooner if there is a transfer to a new Noteholder or Note Owner or if required by applicable law). In each case above, the applicable IRS form or documentation shall be properly completed and signed under penalty of perjury. The Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence.

With respect to each Bankruptcy Remote Party, each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations under each Financing (i) such Noteholder or Note Owner shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Noteholder or Note Owner shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. Each Noteholder or Note Owner agrees that, prior to the date which is one year and one day after the payment in full of all obligations under each Financing, it will not institute against, or join any other Person in instituting against, any Bankruptcy Remote Party an action in bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of the United States or any State of the United States.

Ex. A1-8

Prior to the due presentment for registration of transfer of this Note, the Owner Trustee, the Indenture Trustee and any agent of the Owner Trustee or the Indenture Trustee 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 Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Owner Trustee, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of Noteholders representing not less than a majority of the Outstanding Note Amount. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Note Amount, on behalf of all Noteholders, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past Events of Default and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future 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 notation of such consent or waiver is made upon this Note. The Indenture also permits the Issuing Entity and the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

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

Ex. A1-9

Each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that (a) the Exchange Note is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.Code Section 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note and the Reference Pool shall be enforceable against the Reference Pool only, and not against any Other Exchange Note Assets or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any Other Exchange Notes, any Other Reference Pool or the Warehouse Facility Pool shall be enforceable against such Other Reference Pool or the Warehouse Facility Pool only, as applicable, and not against the Exchange Note or the Reference Pool, (c) except to the extent required by law, the Warehouse Facility Assets or the Other Exchange Notes Assets shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Exchange Note in respect of such claim, (d)(i) no creditor or holder of a claim relating to the Exchange Note or the Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the Warehouse Facility Pool or any Other Exchange Notes or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the Warehouse Facility, the Warehouse Facility Pool or any Other Exchange Note or any Other Exchange Note Assets shall be entitled to maintain any action against or recover any assets allocated to the Exchange Note, and (e) any purchaser, assignee or pledgee of an interest in the Exchange Note must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement, and (ii) execute an agreement for the benefit of each Lender from time to time of the Warehouse Facility or each holder, assignee or pledge from time to time of any Other Exchange Note, to release all claims to the assets of the Titling Trust allocated to the Warehouse Facility Portfolio and each Other Reference Pool and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Warehouse Facility Portfolio and each Other Reference Pool.

No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Issuing Entity, 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.

Ex. A1-10

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee: _______________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:¹ Signature Guaranteed: __________________________

¹ The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Ex. A1-11

EXHIBIT A2

FORM OF CLASS B NOTE

REGISTERED	$39,800,000
No. R-1	CUSIP NO. [__________]
	ISIN NO. [__________]

SEE REVERSE FOR CERTAIN DEFINITIONS

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.

THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS DEBT SOLELY OF THE ISSUING ENTITY FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, FRANCHISE AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON GROSS OR NET INCOME.

BY ACQUIRING A NOTE, EACH PURCHASER AND TRANSFEREE OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF (I) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA, (II) A "PLAN" DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY OR (IV) ANY PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW") OR (2) THE ACQUISITION AND HOLDING OF THE CLASS B NOTES WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW.

Ex. A2-1

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B

3.43% Class B Asset Backed Notes, Series 2018-B

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B, a Delaware statutory trust (including any permitted successors and assigns, the "Issuing Entity"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of THIRTY NINE MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($39,800,000.00) in monthly installments on the 15th of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on October 15, 2018 (each, a "Payment Date") until the principal of this Note is paid or made available for payment, and to pay interest on each Payment Date on the Class B Note Balance as of the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of the first Payment Date or if no interest has yet been paid, at the rate per annum shown above (the "Interest Rate"), in each case as and to the extent described below; provided, however, that the entire Class B Note Balance shall be due and payable on the earlier of March 15, 2024 (the "Final Scheduled Payment Date") and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the preceding Payment Date (or, in the case of the initial Payment Date or if no interest has yet been paid, from and including the Closing Date) to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Issuing Entity shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall 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 as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

Ex. A2-2

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or by facsimile, by its Authorized Officer as of the date set forth below.

Dated: __________, 20__

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

Ex. A2-3

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Dated: __________, 20__

MUFG UNION BANK, N.A.,

as Indenture Trustee

By:

Name:

Title:

Ex. A2-4

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its “3.43% Class B Asset Backed Notes, Series 2018-B" (herein called the "Notes") issued under an Indenture, dated as of September 19, 2018 (such indenture, as supplemented or amended, is herein called the "Indenture"), between the Issuing Entity and MUFG Union Bank, N.A., as trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class B Notes are subordinate to the Class A Notes issued pursuant to the Indenture to the extent provided in the Basic Documents. All covenants and agreements made by the Issuing Entity in the Indenture are for the benefit of the Holders of the Notes.

Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Final Scheduled Payment and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Notes shall be due and payable following the occurrence and continuance of an Event of Default, as described in the Indenture.

Payments of principal and interest on this Note due and payable on each Payment Date or Redemption Date shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of The Depository Trust Company (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders 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 Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date or Redemption Date by notice mailed within five days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent appointed for such purposes located in The City of New York.

Ex. A2-5

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture. 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.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that, to the extent such Person is deemed to have any interest in any assets of the Depositor, or a securitization vehicle (other than the Issuing Entity) related to the Depositor, dedicated to other debt obligations of the Depositor or debt obligations of any other securitization vehicle (other than the Issuing Entity) related to the Depositor, such Person's interest in those assets is subordinate to claims or rights of such other debtholders to those other assets. Furthermore, each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

It is the intent of the Issuing Entity that the Notes constitute indebtedness for all financial accounting and tax purposes and the Issuing Entity agrees and each purchaser of a Note (by virtue of the acquisition of such Note or an interest therein) shall be deemed to have agreed, to treat the Notes as indebtedness for all financial accounting and tax purposes (except the Class B Notes when held by the Depositor or a person considered the issuer (or the same person as the issuer) for federal income tax purposes of such Class B Notes).

The Notes represent obligations of the Issuing Entity only and do not represent interests in, recourse to or obligations of the Depositor, the Servicer, ALF LLC, or any of their respective Affiliates.

Ex. A2-6

Each Noteholder or Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees to provide to the Person from whom it receives payments on the Notes (including the Paying Agent) on behalf of the Issuing Entity, (1) any applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments) and (2) any documentation that is required under FATCA to enable the Issuing Entity, the Indenture Trustee and any other agent of the Issuing Entity to determine their duties and liabilities with respect to any taxes they may be required to withhold in respect of such Note or the Noteholder of such Note or, in the case of the Note Owner, a beneficial interest therein, in each case, prior to the first Payment Date after such Noteholder’s acquisition of Notes and at such time or times required by law or that the Indenture Trustee on behalf of the Issuing Entity or their respective agents may reasonably request, and shall update or replace such IRS form or documentation in accordance with its terms or its subsequent amendments. Each Noteholder or Note Owner will provide the applicable replacement IRS form or documentation every three (3) years (or sooner if there is a transfer to a new Noteholder or Note Owner or if required by applicable law). In each case above, the applicable IRS form or documentation shall be properly completed and signed under penalty of perjury. The Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence.

With respect to each Bankruptcy Remote Party, each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations under each Financing (i) such Noteholder or Note Owner shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Noteholder or Note Owner shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. Each Noteholder or Note Owner agrees that, prior to the date which is one year and one day after the payment in full of all obligations under each Financing, it will not institute against, or join any other Person in instituting against, any Bankruptcy Remote Party an action in bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of the United States or any State of the United States.

Prior to the due presentment for registration of transfer of this Note, the Owner Trustee, the Indenture Trustee and any agent of the Owner Trustee or the Indenture Trustee 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 Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Owner Trustee, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

Ex. A2-7

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of Noteholders representing not less than a majority of the Outstanding Note Amount. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Note Amount, on behalf of all Noteholders, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past Events of Default and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future 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 notation of such consent or waiver is made upon this Note. The Indenture also permits the Issuing Entity and the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

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

Each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that (a) the Exchange Note is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.Code Section 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note and the Reference Pool shall be enforceable against the Reference Pool only, and not against any Other Exchange Note Assets or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any Other Exchange Notes, any Other Reference Pool or the Warehouse Facility Pool shall be enforceable against such Other Reference Pool or the Warehouse Facility Pool only, as applicable, and not against the Exchange Note or the Reference Pool, (c) except to the extent required by law, the Warehouse Facility Assets or the Other Exchange Notes Assets shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Exchange Note in respect of such claim, (d)(i) no creditor or holder of a claim relating to the Exchange Note or the Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the Warehouse Facility Pool or any Other Exchange Notes or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the Warehouse Facility, the Warehouse Facility Pool or any Other Exchange Note or any Other Exchange Note Assets shall be entitled to maintain any action against or recover any assets allocated to the Exchange Note, and (e) any purchaser, assignee or pledgee of an interest in the Exchange Note must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement, and (ii) execute an agreement for the benefit of each Lender from time to time of the Warehouse Facility or each holder, assignee or pledge from time to time of any Other Exchange Note, to release all claims to the assets of the Titling Trust allocated to the Warehouse Facility Portfolio and each Other Reference Pool and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Warehouse Facility Portfolio and each Other Reference Pool.

Ex. A2-8

No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Issuing Entity, 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.

Ex. A2-9

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee: _______________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:¹ Signature Guaranteed: __________________________

¹ The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Ex. A2-10

EXHIBIT B

FORM OF DEPOSITORY AGREEMENT

On File at:

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

Ex. B

EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED IN
INDENTURE TRUSTEE'S ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria":

Reference	Servicing Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the lease assets are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Trustee
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Trustee
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	Trustee
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.

Ex. C-1

Reference	Servicing Criteria
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of leases serviced by the Servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Trustee
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction agreements.	Trustee
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Trustee
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on lease assets is maintained as required by the transaction agreements or related asset pool documents.
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool assets documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.
1122(d)(4)(v)	The Servicer's records regarding the accounts and the accounts agree with the Servicer's records with respect to an obligor's unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's account  (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period an Account is delinquent in accordance with the transaction agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent Accounts including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for Accounts with variable rates are computed based on the related Account documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and State laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.

Ex. C-2

Reference	Servicing Criteria
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

Ex. C-3

EXHIBIT D

FORM OF INDENTURE TRUSTEE'S ANNUAL CERTIFICATION

RE: WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B

MUFG Union Bank, N.A., not in its individual capacity but solely as indenture trustee (the "Indenture Trustee"), certifies to World Omni Auto Leasing LLC (the "Depositor"), and its officers, with the knowledge and intent that they will rely upon this certification, that:

(1)         It has reviewed the report on assessment of the Indenture Trustee's compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), and the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report") that were delivered by the Indenture Trustee to the Depositor pursuant to the Indenture, dated as of September 19, 2018, by and between the Indenture Trustee and World Omni Automobile Lease Securitization Trust 2018-B (collectively, the "Indenture Trustee Information");

(2)         To the best of its knowledge, the Servicing Assessment, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Indenture Trustee Information;

(3)         To the best of its knowledge, all of the Indenture Trustee Information required to be provided by the Indenture Trustee under the Agreement has been provided to the Depositor; and

(4)         To the best of its knowledge, except as disclosed in the Servicing Assessment or the Attestation Report, the Indenture Trustee has fulfilled its obligations under the Agreement.

MUFG UNION BANK, N.A.,
not in its individual capacity but solely as
Indenture Trustee

Name:

Title:

Date: _________________________

Ex. D

APPENDIX A

DEFINITIONS

The following terms have the meanings set forth, or referred to, below:

"Accounts" means the Trust Collection Account, the Reserve Account and the Principal Distribution Account.

"2018-B Reference Pool" has the meaning set forth in Section 13.1 of the Exchange Note Supplement.

"Act" has the meaning set forth in Section 11.3(a) of the Indenture.

"Adjusted Capitalized Cost" means, for each Closed-End Lease, the difference between (i) the sum of (a) the price of the Closed-End Vehicle agreed upon between the Dealer and the Closed-End Obligor, plus (b) the cost of any items that the Closed-End Obligor pays over the term of the Closed-End Lease, such as taxes, fees, service contracts, insurance and other related products, and (ii) the amount of any net trade-in allowance, rebate, non-cash credit or cash paid by the Closed-End Obligor.

"Administration Agreement" means the Administration Agreement, dated as of the Closing Date, among the Administrator, the Issuing Entity and the Indenture Trustee, as the same may be amended and supplemented from time to time.

"Administration Fee" means the basic fee payable to the Administrator for administration services rendered during the related Collection Period, which shall be equal to the product of (a) one-twelfth (or, in the case of the initial Collection Period (i.e., the period commencing on the close of business on the Cut-Off Date and ending on September 30, 2018), a fraction, the numerator of which is 59 and the denominator of which is 360), (b) 0.05% and (c) the aggregate Securitization Value at the beginning of such Collection Period (or, in the case of the first Payment Date, at the Cut-Off Date) of all Transaction Units for such Collection Period.

"Administrator" means World Omni, in its capacity as Administrator under the Administration Agreement, or any successor administrator under the Administration Agreement.

"ADR Organization" means The American Arbitration Association or, if The American Arbitration Association no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by the Seller.

"ADR Rules" means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect at the time of the mediation or arbitration.

"Adverse Claim" means, for any asset or property of a Person, a lien, security interest, mortgage, pledge or encumbrance in, of or on such asset or property in favor of any other Person, except any Permitted Lien.

App. A-1

"Affiliate" means, for any specified Person, any other Person which, directly or indirectly, controls, is controlled by or is under common control with such specified Person and "affiliated" has a meaning correlative to the foregoing. For purposes of this definition, "control" means the power, directly or indirectly, to cause the direction of the management and policies of a Person.

"ALF LLC" means Auto Lease Finance LLC, a Delaware limited liability company.

"ALG" means Automotive Lease Guide, which is an independent publisher of residual value percentages recognized throughout the automotive finance industry for projecting vehicle market values at lease termination.

"ALG Residual Value" means (a) the residual value percentage estimate published by ALG for the appropriate Closed-End Vehicle and term by (b) the lower of (i) the actual MSRP and (ii) MRM published by ALG, in each case, at the time of origination of the lease for such Closed-End Vehicle.

"Asset Representations Review Agreement" shall mean the Asset Representations Review Agreement, dated as of the Closing Date, between World Omni, as servicer, the Issuing Entity and the Asset Representations Reviewer, as amended from time to time.

"Asset Representations Reviewer" means Clayton Fixed Income Services LLC, as asset representations reviewer under the Asset Representations Review Agreement, or any successor Asset Representations Reviewer under the Asset Representations Review Agreement.

"Authenticating Agent" means any Person authorized by the Indenture Trustee to act on behalf of the Indenture Trustee to authenticate and deliver the Notes.

"Authorized Newspaper" means a newspaper of general circulation in The City of New York, printed in the English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays and holidays.

"Authorized Officer" means (a) with respect to the Issuing Entity, (i) any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuing Entity (including any agent of the Owner Trustee acting under a power of attorney) and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and (ii) so long as the Administration Agreement is in effect, any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuing Entity pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Owner Trustee and the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and (b) with respect to the Owner Trustee, the Indenture Trustee and the Servicer, any officer of the Owner Trustee, the Indenture Trustee or the Servicer, as applicable, who is authorized to act for the Owner Trustee, the Indenture Trustee or the Servicer, as applicable, in matters relating to the Owner Trustee, the Indenture Trustee or the Servicer and who is identified on the list of Authorized Officers delivered by each of the Owner Trustee, the Indenture Trustee and the Servicer to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

App. A-2

"Available Funds" means, for any Payment Date and the related Collection Period, an amount equal to the sum of the following amounts: (i) any amount deposited into the Trust Collection Account pursuant to Section 13.2(b) of the Exchange Note Supplement; (ii) any amounts paid by ALF LLC pursuant to Section 2.3(c) of the Exchange Note Sale Agreement for breaches of representations or warranties thereunder; (iii) any amounts paid by the Servicer pursuant to Section 13.12 of the Exchange Note Servicing Supplement in connection with Postmaturity Term Extensions; and (iv) any amounts paid by the Servicer pursuant to Section 15.1 of the Exchange Note Servicing Supplement in connection with the optional purchase of the Exchange Note.

"Bankruptcy Event" means, for any Person, that such Person makes a general assignment for the benefit of creditors or any proceeding is instituted by or against such Person seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any proceeding instituted against such Person, such proceeding remains unstayed for more than 90 days.

"Bankruptcy Remote Party" means any of the Depositor, the Issuing Entity, the Titling Trust or any Special Purpose Entity (and the general partner of any Special Purpose Entity that is a partnership, or the managing member of any Special Purpose Entity that is a limited liability company) that holds a beneficial interest in the Titling Trust.

"Base Residual Value" means, for each Closed-End Vehicle related to an Included Unit, the lowest of (a) the ALG Residual Value of the related Closed-End Vehicle at the time of origination of the lease and (b) the Contract Residual Value.

"Basic Documents" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"Book-Entry Notes" means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.9 of the Indenture.

"Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions or trust company in the states of Delaware, Florida, New York or 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 authorized or obligated by law, regulation or executive order to be closed.

"Buyer" has the meaning set forth in the first paragraph of the Exchange Note Sale Agreement.

App. A-3

"Casualty" means, with respect to any Transaction Unit, that the Servicer has actual knowledge that the Closed-End Vehicle included in such Transaction Unit (a) shall have suffered damage or destruction resulting in an insurance settlement on the basis of an actual, constructive or compromised total loss, (b) shall have suffered destruction or damage beyond repair, (c) shall have suffered damage that makes repairs uneconomic or (d) shall have suffered destruction, damage, theft, loss or disappearance that, in accordance with Customary Servicing Practices, results in a termination of the related Transaction Lease.

"Certificate" means a Trust Certificate.

"Certificate of Trust" shall mean the Certificate of Trust substantially in the form of Exhibit B to the Trust Agreement filed for the Trust pursuant to Section 3810(a) of the Delaware Statutory Trust Act.

"Certificateholder" means the registered holder of the Certificate.

"Class" means a group of Notes whose form is identical except for variation in denomination, principal amount or owner, and references to "each Class" thus mean each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes.

"Class A Notes" means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

"Class A Noteholders' Interest Distributable Amount" means the Class A-1 Noteholders' Interest Distributable Amount, the Class A-2 Noteholders' Interest Distributable Amount, the Class A-3 Noteholders' Interest Distributable Amount and the Class A-4 Noteholders' Interest Distributable Amount.

"Class A-1 Interest Rate" means 2.26923% per annum (computed on the basis of the actual number of days elapsed and on a 360-day year).

"Class A-1 Note Balance" means, as of any date, the Initial Class A-1 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-1 Notes.

"Class A-1 Noteholders' Interest Carryover Shortfall" means, with respect to any Payment Date, the excess of the Class A-1 Noteholders' Monthly Interest Distributable Amount for the preceding Payment Date and any outstanding Class A-1 Noteholders' Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that is actually paid to Holders of Class A-1 Notes since such preceding Payment Date, plus interest on the amount of interest due but not paid to Holders of Class A-1 Notes on the preceding Payment Date, to the extent permitted by law, at the Class A-1 Interest Rate for the related Interest Period.

"Class A-1 Noteholders' Interest Distributable Amount" shall mean, with respect to any Payment Date, the sum of the Class A-1 Noteholders' Monthly Interest Distributable Amount for such Payment Date and the Class A-1 Noteholders' Interest Carryover Shortfall.

App. A-4

"Class A-1 Noteholders' Monthly Interest Distributable Amount" means, with respect to any Payment Date, the aggregate interest accrued for the related Interest Period on the Class A-1 Notes at the Class A-1 Interest Rate on the Class A-1 Note Balance on the immediately preceding Payment Date (or, in the case of the initial Payment Date, on the Closing Date), after giving effect to all payments of principal to the Holders of the Class A-1 Notes on or prior to such preceding Payment Date. Interest with respect to the Class A-1 Notes shall be computed on the basis of the actual number of days in the related Interest Period and a 360-day year.

"Class A-1 Notes" means the Class of Asset Backed Notes designated as Class A-1 Notes, issued in accordance with the Indenture.

"Class A-2a Interest Rate" means 2.96% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

"Class A-2a Note Balance" means, as of any date, the Initial Class A-2a Note Balance reduced by all payments of principal made on or prior to such date on the Class A-2a Notes.

"Class A-2a Noteholders' Monthly Interest Distributable Amount" means, with respect to any Payment Date, the sum of the aggregate interest accrued for the related Interest Period on the Class A-2a Notes at the Class A-2a Interest Rate on the Class A-2a Note Balance immediately preceding the Payment Date (or, in the case of the initial Payment Date, on the Closing Date), after giving effect to all payments of principal to the Holders of the Class A-2a Notes on or prior to such preceding Payment Date. Interest with respect to the Class A-2a Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

"Class A-2a Notes" means the Class of Asset Backed Notes designated as Class A-2a Notes, issued in accordance with the Indenture.

"Class A-2b Interest Rate" means, with respect to any Payment Date, One-Month LIBOR for the related Payment Date plus 0.18% per annum (computed on the basis of the actual number of days elapsed and on a 360 day year); provided, that for any Interest Period for which the sum of One-Month LIBOR plus 0.18% is less than 0.00%, the Class A-2b Interest Rate shall be deemed to be 0.00%.

"Class A-2b Note Balance" means, as of any date, the Initial Class A-2b Note Balance reduced by all payments of principal made on or prior to such date on the Class A-2b Notes.

"Class A-2b Noteholders' Monthly Interest Distributable Amount" means, with respect to any Payment Date, the sum of the aggregate interest accrued for the related Interest Period on the Class A-2b Notes at the Class A-2b Interest Rate on the Class A-2b Note Balance immediately preceding the Payment Date (or, in the case of the initial Payment Date, on the Closing Date), after giving effect to all payments of principal to the Holders of the Class A-2b Notes on or prior to such preceding Payment Date. Interest with respect to the Class A-2b Notes shall be computed on the basis of the actual number of days in the related Interest Period and a 360-day year.

"Class A-2b Notes" means the Class of Asset Backed Notes designated as Class A-2b Notes, issued in accordance with the Indenture.

App. A-5

"Class A-2 Interest Rate" means, as applicable, the Class A-2a Interest Rate or the Class A-2b Interest Rate.

"Class A-2 Note Balance" means, as of any date, the Class A-2a Note Balance or the Class A-2b Note Balance, as applicable.

"Class A-2 Noteholders' Interest Carryover Shortfall" means, with respect to any Payment Date, the excess of the Class A-2 Noteholders' Monthly Interest Distributable Amount for the preceding Payment Date and any outstanding Class A-2 Noteholders' Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that is actually paid to Holders of the Class A-2 Notes since such preceding Payment Date, plus interest on the amount of interest due but not paid to Holders of the Class A-2 Notes on the preceding Payment Date, to the extent permitted by law, at the Class A-2 Interest Rate for the related Interest Period.

"Class A-2 Noteholders' Interest Distributable Amount" shall mean, with respect to any Payment Date, the sum of the Class A-2 Noteholders' Monthly Interest Distributable Amount for such Payment Date and the Class A-2 Noteholders' Interest Carryover Shortfall.

"Class A-2 Noteholders' Monthly Interest Distributable Amount" means, with respect to any Payment Date, collectively the Class A-2a Noteholders’ Monthly Interest Distributable Amount and the Class A-2b Noteholders’ Monthly Interest Distributable Amount.

"Class A-2 Notes" means, collectively, the Class A-2a Notes and the Class A-2b Notes.

"Class A-3 Interest Rate" means 3.19% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

"Class A-3 Note Balance" means, as of any date, the Initial Class A-3 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-3 Notes.

"Class A-3 Noteholders' Interest Carryover Shortfall" means, with respect to any Payment Date, the excess of the Class A-3 Noteholders' Monthly Interest Distributable Amount for the preceding Payment Date and any outstanding Class A-3 Noteholders' Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that is actually paid to Holders of the Class A-3 Notes since such preceding Payment Date, plus interest on the amount of interest due but not paid to Holders of the Class A-3 Notes on the preceding Payment Date, to the extent permitted by law, at the Class A-3 Interest Rate for the related Interest Period.

App. A-6

"Class A-3 Noteholders' Interest Distributable Amount" shall mean, with respect to any Payment Date, the sum of the Class A-3 Noteholders' Monthly Interest Distributable Amount for such Payment Date and the Class A-3 Noteholders' Interest Carryover Shortfall.

"Class A-3 Noteholders' Monthly Interest Distributable Amount" means, with respect to any Payment Date, the sum of the aggregate interest accrued for the related Interest Period on the Class A-3 Notes at the Class A-3 Interest Rate on the Class A-3 Note Balance immediately preceding the Payment Date (or, in the case of the initial Payment Date, on the Closing Date), after giving effect to all payments of principal to the Holders of the Class A-3 Notes on or prior to such preceding Payment Date. Interest with respect to the Class A-3 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

"Class A-3 Notes" means the Class of Asset Backed Notes designated as Class A-3 Notes, issued in accordance with the Indenture.

"Class A-4 Interest Rate" means 3.30% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

"Class A-4 Note Balance" means, as of any date, the Initial Class A-4 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-4 Notes.

"Class A-4 Noteholders' Interest Carryover Shortfall" means, with respect to any Payment Date, the excess of the Class A-4 Noteholders' Monthly Interest Distributable Amount for the preceding Payment Date and any outstanding Class A-4 Noteholders' Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that is actually paid to Holders of the Class A-4 Notes since such preceding Payment Date, plus interest on the amount of interest due but not paid to Holders of the Class A-4 Notes on the preceding Payment Date, to the extent permitted by law, at the Class A-4 Interest Rate for the Class A-4 Notes for the related Interest Period.

"Class A-4 Noteholders' Interest Distributable Amount" shall mean, with respect to any Payment Date, the sum of the Class A-4 Noteholders' Monthly Interest Distributable Amount for such Payment Date and the Class A-4 Noteholders' Interest Carryover Shortfall.

"Class A-4 Noteholders' Monthly Interest Distributable Amount" means, with respect to any Payment Date, the sum of the aggregate interest accrued for the related Interest Period on the Class A-4 Notes at the Class A-4 Interest Rate on the Class A-4 Note Balance immediately preceding the Payment Date (or, in the case of the initial Payment Date, on the Closing Date), after giving effect to all payments of principal to the Holders of the Class A-4 Notes on or prior to such preceding Payment Date. Interest with respect to the Class A-4 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

"Class A-4 Notes" means the Class of Asset Backed Notes designated as Class A-4 Notes, issued in accordance with the Indenture.

"Class B Interest Rate" means 3.43% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

"Class B Note Balance" means, as of any date, the Initial Class B Note Balance reduced by all payments of principal made on or prior to such date on the Class B Notes.

"Class B Noteholders' Interest Carryover Shortfall" means, with respect to any Payment Date, the excess of the Class B Noteholders' Monthly Interest Distributable Amount for the preceding Payment Date and any outstanding Class B Noteholders' Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that is actually paid to Holders of the Class B Notes since such preceding Payment Date, plus interest on the amount of interest due but not paid to Holders of the Class B Notes on the preceding Payment Date, to the extent permitted by law, at the Class B Interest Rate for the Class B Notes for the related Interest Period.

App. A-7

"Class B Noteholders' Interest Distributable Amount" shall mean, with respect to any Payment Date, the sum of the Class B Noteholders' Monthly Interest Distributable Amount for such Payment Date and the Class B Noteholders' Interest Carryover Shortfall.

"Class B Noteholders' Monthly Interest Distributable Amount" means, with respect to any Payment Date, the sum of the aggregate interest accrued for the related Interest Period on the Class B Notes at the Class B Interest Rate on the Class B Note Balance immediately preceding the Payment Date (or, in the case of the initial Payment Date, on the Closing Date), after giving effect to all payments of principal to the Holders of the Class B Notes on or prior to such preceding Payment Date. Interest with respect to the Class B Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

"Class B Notes" means the Class of Asset Backed Notes designated as Class B Notes, issued in accordance with the Indenture.

"Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act and shall initially be DTC.

"Clearing Agency Participant" means a broker, dealer, bank or other financial institution or other Person for which from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

"Closed-End Administrative Agent" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"Closed-End Collateral Agent" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"Closed-End EN Collected Amounts" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"Closed-End EN Collection Period" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"Closed-End Exchange Note" means the 2018-B closed-end exchange note issued pursuant to the Exchange Note Supplement.

"Closed-End Exchange Note Payment Date" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"Closed-End Lease" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"Closed-End Obligor" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

App. A-8

"Closed-End Unit" has the meaning set forth in Appendix A to the Collateral Agency Agreement

"Closed-End Vehicle" has the meaning set forth in Appendix A to the Collateral Agency Agreement

"Closing Date" means September 19, 2018.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor law, and the Treasury Regulations promulgated thereunder.

"Collateral" has the meaning set forth in the Granting Clause of the Indenture.

"Collateral Agency Agreement" means the fourth amended and restated collateral agency agreement dated as of December 15, 2009, among the Titling Trust, ALF LLC, as initial beneficiary, AL Holding Corp., as closed-end collateral agent, Bank of America N.A. as deal agent and U.S. Bank, as administrative agent, as the same may be further amended or modified from time to time.

"Collection Period" means the period commencing on the first day of each calendar month (or, in the case of the initial Collection Period, the period from but excluding the Cut-Off Date) to and including the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs. As used herein, the "related" Collection Period with respect to a Payment Date shall be deemed to be the Collection Period which ends on the last day of the calendar month which precedes such Payment Date.

"Commission" means the U.S. Securities and Exchange Commission.

"Contract Residual Value" means, with respect to any Closed-End Vehicle, the residual value of the Closed-End Vehicle at the scheduled termination of the lease as set forth in the related lease agreement.

"Controlling Securities" means the Class A Notes so long as the Class A Notes are outstanding, and after the Class A Notes are no longer outstanding, the Class B Notes so long as the Class B Notes are outstanding.

"Corporate Trust Office" means:

(a)          as used in the Indenture, or otherwise with respect to Indenture Trustee, the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered which office at date of the execution of the Indenture is located at 1251 Avenue of the Americas, 19^th Floor, New York, New York 10020, or at such other address or electronic mail address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Administrator, the Servicer and the Issuing Entity, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders and the Owner Trustee); and

App. A-9

(b)          as used in the Trust Agreement, or otherwise with respect to Owner Trustee, the corporate trust office of the Owner Trustee located at 300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801, Attn: World Omni Automobile Lease Securitization Trust 2018-B, with a copy to U.S. Bank Trust National Association, Mail Code MK-IL-SL7C, 190 S. LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: Chris Nuxoll, VP, Telecopy: (866) 807-8670, Email: christopher.nuxoll@usbank.com, or at such other address or electronic mail address as the Owner Trustee may designate by notice to the Certificateholder and the Depositor, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee will notify the Certificateholder and the Depositor).

"Credit Losses" means, for any Collection Period, an amount equal to the excess of (a) the sum of the Securitization Value for all Included Units that became Defaulted Units during that Collection Period over (b) the sum of Sales Proceeds and Recoveries received by the Servicer with respect to Defaulted Units during that Collection Period.

“Credit Risk Retention Rules” means risk retention regulations in 17 C.F.R. Part 246 as such regulation may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in an adopting release or by the staff of the Commission, or as may be provided in writing by the Commission or its staff from time to time.

"Customary Servicing Practices" means the customary servicing practices of the Servicer with respect to Closed-End Vehicles and Closed-End Leases held by the Titling Trust, without regard to whether such Closed-End Vehicles and Closed-End Leases have been identified and allocated into any Reference Pool, as such practices may be changed from time to time.

"Cut-Off Date" means the close of business on August 1, 2018.

"Dealer" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"Default" means any occurrence that is, or with notice or lapse of time or both would become, an Event of Default.

"Defaulted Unit" means any Closed-End Unit with a related Closed-End Lease for which any of the following has occurred during a Collection Period: (a) any payment or part thereof in excess of $40.00 on such Closed-End Lease is past due 120 or more days, (b) the related Closed-End Vehicle has been repossessed and sold or repossessed and held in inventory for more than 90 days, whichever occurs first, or (c) such related Closed-End Lease has been charged off in accordance with Customary Servicing Practices.

"Definitive Note" means a definitive fully registered Note issued as a “Definitive Note” pursuant to Section 2.11 of the Indenture.

"Delaware Trustee" means U.S. Bank Trust National Association, as Delaware Trustee under the Titling Trust Agreement.

"Delinquency Percentage" means, for each Payment Date and the related Collection Period, the ratio (expressed as a percentage) of (i) the aggregate Securitization Value of all Delinquent Units held by the Issuing Entity 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 the Transaction Units held by the Issuing Entity as of the last day of such preceding calendar month.

App. A-10

"Delinquency Trigger" means 2.40%.

"Delinquent Unit" means any Transaction Unit (other than a Defaulted Unit) with a related Transaction Lease on which any payment or part thereof in excess of $40.00 is past due for more than 30 days.

"Depositor" means World Omni Auto Leasing LLC, a Delaware limited liability company.

"Depository Agreement" means the agreement among the Issuing Entity and DTC, as the initial Clearing Agency, dated as of the Closing Date, substantially in the form of Exhibit B to the Indenture.

"Determination Date" means one Business Days immediately preceding the related Payment Date.

"Dollar" and "$" mean lawful currency of the United States of America.

"DTC" means The Depository Trust Company, and its successors.

"Eligible Account" means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution acting in its fiduciary capacity organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as the long-term unsecured debt of such depository institution shall have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade. Any such trust account may be maintained with the Owner Trustee, the Indenture Trustee or any of their respective Affiliates, if such accounts meet the requirements described in clause (b) of the preceding sentence.

"Eligible Institution" means a depository institution or trust company (which may be the Owner Trustee, the Indenture Trustee or any of their respective Affiliates) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank) (a) which at all times (i) has either (A) a long-term senior unsecured debt rating of "Aa2" or better by Moody's and "AA" or better by Fitch or such other rating that is acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency to the Issuing Entity or the Indenture Trustee or (B) a certificate of deposit rating of "P-1" by Moody's and "F-1" by Fitch or (C) such other rating that is acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency to the Issuing Entity or the Indenture Trustee and (b) whose deposits are insured by the Federal Deposit Insurance Corporation.

"Eligible Lease" means a Closed-End Lease:

App. A-11

(i)          relates to a new Toyota branded automobile or light duty truck, of a model year of 2014 or later,

(ii)         is written with respect to a Closed-End Vehicle that was, at the time of the origination of the related Closed-End Lease, a new vehicle or a dealer demonstration vehicle driven fewer than 6,000 miles,

(iii)        was originated in the Five-State Area by a Dealer (a) for a Closed-End Obligor with a United States address and (b) in the ordinary course of such Dealer's business,

(iv)        has a remaining term to maturity, as of the Cut-Off Date of less than or equal to 59 months and had an original lease term greater than or equal to 24 months and less than or equal to 60 months,

(v)         was originated on or after August 2, 2014,

(vi)        provides for level payments that fully amortize the Adjusted Capitalized Cost of the lease at a contractual annual percentage rate to the related Contract Residual Value over the lease term,

(vii)       that does not have a monthly payment for which $40 or more is more than 30 days past due as of the Cut-Off Date and is not a Defaulted Unit,

(viii)      is owned, and the related Closed-End Vehicle is owned, by the Titling Trust, free of all Liens (including tax liens, mechanics' liens, and other liens reflected on the Servicer’s computer system 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 a Permitted Lien,

(ix)        was originated in compliance with, and complies in all material respect with, all material applicable legal requirements, including, to the extent applicable, the Federal Consumer Credit Protection Act, Regulation M of the Board of Governors of the Federal Reserve, all State leasing and consumer protection laws and all State and federal usury laws,

(x)          is the valid, legal, and binding full-recourse payment obligation of the related Closed-End Obligor, enforceable against such Closed-End 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,

(xi)         was originated in compliance with Customary Servicing Practices,

(xii)        is payable solely in U.S. dollars,

App. A-12

(xiii)      the Securitization Value of the related Closed-End Unit, as of the Cut-Off Date is no greater than $91,431.24,

(xiv)      the related Closed-End Obligor of which is a person located in any State within the United States or the District of Columbia and is not (a) World Omni Corp. 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, and

(xv)       does not have a FICO® score at the time of origination between and including 1 and 574.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

"Event of Default" has the meaning set forth in Section 5.1 of the Indenture.

"Excess Mileage Charges" means, with respect to any Transaction Unit, the amount of charges for excess mileage on the related Transaction Vehicle received by the Servicer at the expiration of the Transaction Lease.

"Excess Wear and Tear Charges" means, with respect to any Transaction Unit, the amount of charges for wear and tear to the related Transaction Vehicle received by the Servicer at the expiration of the Transaction Lease.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Note" means the Closed-End Exchange Note.

"Exchange Note Agreement" means the Collateral Agency Agreement and the Exchange Note Supplement.

"Exchange Note Assets" means a separate pool of Titling Trust Assets allocated to the Exchange Note.

"Exchange Note Collection Account" means the account designated as such, established and maintained pursuant to Section 5.2(f) of the Servicing Agreement.

"Exchange Note Default" has the meaning set forth in Section 8.7 of the Collateral Agency Agreement.

"Exchange Note Purchase Price" means $894,456,047.10.

"Exchange Note Sale Agreement" means the Exchange Note Sale Agreement, dated as of the Closing Date, between the Initial Beneficiary and the Depositor, as the same may be amended or modified from time to time.

"Exchange Note Servicer Default" has the meaning set forth in Section 14.1(a) of the Exchange Note Servicing Supplement.

App. A-13

"Exchange Note Servicing Supplement" means the Exchange Note Servicing Supplement 2018-B to Servicing Agreement, dated as of the Closing Date, between the Titling Trust, the Closed-End Collateral Agent and the Servicer, as the same may be amended or modified from time to time.

"Exchange Note Supplement" means the Exchange Note Supplement 2018-B to Collateral Agency Agreement, dated as of the Closing Date, between Titling Trust, Initial Beneficiary, AL Holding Corp. and U.S. Bank National Association, as Closed-End Administrative Agent, as the same may be amended or modified from time to time.

"Exchange Note Transfer Agreement" means the Exchange Note Transfer Agreement, dated as of the Closing Date, between the Depositor and the Issuing Entity, as amended or supplemented from time to time.

"Exchange Noteholder" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"Executive Officer" means (i) with respect to any corporation or depository institution, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the President, the Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation or depository institution and (ii) with respect to any partnership, any general partner thereof.

"FATCA" means Sections 1471 through 1474 of the Code, commonly referred to as the Foreign Account Tax Compliance Act.

"FATCA Withholding Tax" means any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement).

"FDIC" means the Federal Deposit Insurance Corporation.

"Final Scheduled Payment Date" means, with respect to (i) the Class A-1 Notes, September 16, 2019; (ii) the Class A-2 Notes, June 15, 2021; (iii) the Class A-3 Notes, December 15, 2021; (iv) the Class A-4 Notes, March 15, 2024; and (v) the Class B Notes, March 15, 2024.

"Financing" means, collectively, (i) any financing transaction of any sort undertaken by World Omni or any Affiliate of World Omni involving, directly or indirectly, Titling Trust Assets (including, without limitation, any financing undertaken in connection with the issuance and assignment of the Exchange Note or any Other Exchange Note), (ii) any sale or purchase by the Depositor or any other Special Purpose Entity of any interest in the Exchange Note or any Other Exchange Note and (iii) any other asset securitization, synthetic lease, sale-leaseback, secured loan or similar transaction involving Titling Trust Assets or any beneficial interest therein or in the Titling Trust.

App. A-14

"Fitch" means Fitch Ratings, Inc., or any successor that is a nationally recognized statistical rating organization.

"Five-State Area" means, Alabama, Florida, Georgia, North Carolina and South Carolina.

"GAAP" means generally accepted accounting principles in the USA, applied on a materially consistent basis; provided, however, that no financial test contained in the Transaction Documents shall fail to be satisfied as a result of the adoption or amendment (including any published interpretation) after the Closing Date by any governmental or accounting body of any financial accounting standard, and any notices, representations or certifications based on financial accounting data that are required under the Transaction Documents may be delivered without giving effect to the adoption or amendment of such financial accounting standard.

"Governmental Authority" means any (a) federal, State, municipal, foreign or other governmental entity, board, bureau, agency or instrumentality, (b) administrative or regulatory authority (including any central bank or similar authority) or (c) court or judicial authority.

"Grant" means to mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto. Other forms of the verb "to Grant" shall have correlative meanings.

"Holder" means, as the context may require, the Certificateholder or a Noteholder or both.

"Included Units" means, for any Collection Period, all Transaction Units as of the beginning of such Closed-End EN Collection Period (or, in the case of the initial Closed-End EN Collection Period, the Cut-Off Date), other than Transaction Units reallocated to the Warehouse Facility Pool during such Collection Period pursuant to Section 2.3(c) of the Exchange Note Sale Agreement. The "Included Units" for any Cut-Off Date means the Included Units for the Closed-End EN Collection Period which begins on the day after such Cut-Off Date.

"Indenture" means the Indenture, dated as of the Closing Date, between the Issuing Entity and Indenture Trustee, as the same may be amended and supplemented from time to time.

"Indenture Secured Parties" means the Noteholders.

"Indenture Trustee" means MUFG Union Bank, N.A., a national banking association, not in its individual capacity but as indenture trustee under the Indenture, or any successor trustee under the Indenture.

App. A-15

"Independent" means, when used with respect to any specified Person, that such Person (i) is in fact independent of the Issuing Entity, any other obligor upon the Notes, the Administrator and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuing Entity, any such other obligor, the Administrator or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuing Entity, any such other obligor, the Administrator or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

"Independent Certificate" means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1(b) of the Indenture, made by an independent appraiser or other expert appointed by an Issuing Entity Order, and such opinion or certificate shall state that the signer has read the definition of "Independent" in this Indenture and that the signer is Independent within the meaning thereof.

"Initial Beneficiary" means ALF LLC, as initial beneficiary under the Titling Trust Agreement and its permitted successors and assigns.

"Initial Class A-1 Note Balance" means $87,000,000.

"Initial Class A-2a Note Balance" means $208,000,000.

"Initial Class A-2b Note Balance" means $94,000,000.

"Initial Class A-2 Note Balance" means, collectively, the Initial Class A-2a Note Balance and the Initial Class A-2b Note Balance.

"Initial Class A-3 Note Balance" means $302,000,000.

"Initial Class A-4 Note Balance" means $70,000,000.

"Initial Class B Note Balance" means $39,800,000.

"Initial Note Balance" means, (i) for any Class A Notes, the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance and the Initial Class A-4 Note Balance, as applicable, (ii) any Class B Notes, the Initial Class B Note Balance, or (iii) with respect to the Notes generally, the sum of the foregoing.

"Initial Securitization Value" means $936,560,471.00.

"Initial Trust Agreement" means the Trust Agreement, dated as of July 17, 2018, between the Depositor and the Owner Trustee.

"Insurance Policy" means (i) any comprehensive and collision, fire, theft or other insurance policy maintained by a Closed-End Obligor in which the Servicer or the Titling Trust is named as loss payee with respect to one or more Transaction Units and (ii) any credit life or credit disability insurance maintained by a Closed-End Obligor in connection with any Transaction Unit.

App. A-16

"Intercreditor Agreement" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"Interest Holder" has the meaning set forth in the Intercreditor Agreement.

"Interest Period" means, with respect to any Payment Date, (i) with respect to the Class A-1 Notes and the Class A-2b Notes, the period from and including the Closing Date (in the case of the first Payment Date) or from and including the most recent Payment Date to but excluding such Payment Date and (ii) and for the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the period from and including the 15th day of the preceding calendar month (or, in the case of the initial Payment Date, the Closing Date) to, but excluding, the 15th day of the current calendar month.

"Interest Rate" means (a) with respect to the Class A-1 Notes, the Class A-1 Interest Rate, (b) with respect to the Class A-2a Notes, the Class A-2a Interest Rate, (c) with respect to the Class A-2b Notes, the Class A-2b Interest Rate, (d) with respect to the Class A-3 Notes, the Class A-3 Interest Rate, (e) with respect to the Class A-4 Notes, the Class A-4 Interest Rate, or (f) with respect to the Class B Notes, the Class B Interest Rate.

"Issuing Entity" means World Omni Automobile Lease Securitization Trust 2018-B, a Delaware statutory trust established pursuant to the Initial Trust Agreement and continued under the Trust Agreement, until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein, each other obligor on the Notes.

"Issuing Entity Order" and "Issuing Entity Request" means a written order or request of the Issuing Entity signed in the name of the Issuing Entity by any one of its Authorized Officers and delivered to the Indenture Trustee.

"Joinder Agreement" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"Lease Rate" means the implicit interest rate used to calculate the lease charges that are included in determining the base monthly payments due under the related Closed-End Lease.

"Lien" means any mortgage, pledge, security interest, lien or other encumbrance of any kind.

"Majority Certificateholder" means as of any date, the holder of more than 50% interest in the Certificate.

"Monthly Remittance Condition" has the meaning set forth in Section 13.3 of the Exchange Note Servicing Supplement.

"Moody's" means Moody's Investors Service, Inc., or any successor that is a nationally recognized statistical rating organization.

App. A-17

"MRM " means, with respect to any Closed-End Vehicle, the maximum dollar MSRP established by ALG giving only partial credit or no credit for options that add little or no value to the resale price of the vehicle.

"MSRP" means, with respect to any Closed-End Vehicle, the Manufacturer's Suggested Retail Price for such Closed-End Vehicle.

"Note" means a Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note, or Class B Note, in each case substantially in the form of Exhibit A to the Indenture.

"Note Balance" means, for (i) Class A Notes, the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance or the Class A-4 Note Balance, as applicable, (ii) Class B Notes, the Class B Note Balance, and (iii) with respect to the Notes generally, the sum of the foregoing.

"Note Factor" means, with respect to the Notes or any Class on any Payment Date, the seven digit decimal equivalent of a fraction the numerator of which is the Note Balance of the Notes of such Class on such Payment Date (after giving effect to any payment of principal on such Payment Date) and the denominator of which is the Initial Note Balance.

"Noteholder" means, as of any date, the Person in whose name a Note is registered on the Note Register on such date.

"Noteholders' First Priority Principal Distributable Amount" means, with respect to any Payment Date, an amount not less than zero, equal to (a) the Outstanding Amount of the Class A Notes as of the day immediately preceding such Payment Date minus (b) the aggregate Securitization Value as of the last day of the related Collection Period; provided, however, that the Noteholders' First Priority Principal Distributable Amount on and after the Final Scheduled Payment Date of any class of the Notes shall not be less than the amount that is necessary to reduce the Outstanding Amount of that Class of Notes to zero.

"Noteholders' Regular Principal Distributable Amount" means, with respect to any Payment Date, an amount not less than zero, equal to the excess, if any, of (a) the Outstanding Amount of the Notes as of the day immediately preceding the Payment Date over (b) the aggregate Securitization Value as of the last day of the related Collection Period less the Overcollateralization Target Amount, minus (c) the amount allocated as the Noteholders' First Priority Principal Distributable Amount, if any, with respect to such Payment Date, minus (d) the amount allocated as the Noteholders' Second Priority Principal Distributable Amount, if any, with respect to such Payment Date.

"Noteholders' Second Priority Principal Distributable Amount" means, with respect to any Payment Date, an amount not less than zero, equal to (a) the Outstanding Amount of the Class A Notes and the Class B Notes as of the day immediately preceding the Payment Date, minus (b) the aggregate Securitization Value as of the last day of the related Collection Period; minus (c) the amount allocated as the Noteholders' First Priority Principal Distributable Amount on the related Payment Date.

App. A-18

"Note Owner" means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

"Note Register" and "Note Registrar" have the respective meanings set forth in Section 2.4 of the Indenture.

"Officer's Certificate" means a certificate signed by an Authorized Officer of the Issuing Entity, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, and delivered to, the Indenture Trustee.

"One-Month LIBOR" means, for any Payment Date, 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.

"Opinion of Counsel" means one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture or any other applicable Transaction Document, be employees of or counsel to the Issuing Entity or the Administrator, and which opinion or opinions comply with any applicable requirements of the Transaction Documents and are in form and substance reasonably satisfactory to the recipient(s). Opinions of Counsel need address matters of law only and may be based upon stated assumptions as to relevant matters of fact.

"Optional Redemption" has the meaning set forth in Section 15.1 of the Exchange Note Servicing Supplement.

"Other Exchange Note Assets" means the Titling Trust Assets allocated to Other Exchange Notes.

App. A-19

"Other Exchange Note" means any exchange note issued pursuant to the Exchange Note Supplement other than the Exchange Note.

"Other Reference Pool" means a pool of Titling Trust Assets other than the Reference Pool.

"Outstanding" means, as of any date, all Notes (or all Notes of an applicable Class) theretofore authenticated and delivered under this Indenture except:

(i)          Notes (or Notes of an applicable Class) theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;

(ii)         Notes (or Notes of an applicable Class) or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the related Noteholders (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor, satisfactory to the Indenture Trustee, has been made); and

(iii)        Notes (or Notes of an applicable Class) in exchange for or in lieu of other Notes (or Notes of such Class) that have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser; provided that in determining whether Noteholders holding the requisite Outstanding Note Amount have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Transaction Document, Notes owned by the Issuing Entity, the Depositor, the Servicer, the Administrator or any of their respective Affiliates shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee thereof establishes to the satisfaction of the Indenture Trustee such pledgee's right so to act with respect to such Notes and that such pledgee is not the Issuing Entity, the Depositor, the Administrator or any of their respective Affiliates.

"Outstanding Amount" or "Outstanding Note Amount" means the aggregate principal amount of all Notes, or Class of Notes, as applicable, Outstanding at the date of determination.

"Overcollateralization Target Amount" means, with respect to any Payment Date, an amount equal to 16.00% of the Initial Securitization Value.

"Owner Trustee" means U.S. Bank Trust National Association, a national banking association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, and any successor Owner Trustee thereunder.

"Paying Agent" means the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee set forth in Section 6.11 of the Indenture and is authorized by the Issuing Entity to make the payments to and distributions from the Trust Collection Account, including the payment of principal of or interest on the Notes and distributions on the Certificates on behalf of the Issuing Entity.

App. A-20

"Payment Date" means the 15th day of each calendar month; provided, however, whenever a Payment Date would otherwise be a day that is not a Business Day, the Payment Date shall be the next Business Day; provided, further, that the initial Payment Date shall be October 15, 2018. As used herein, the "related" Payment Date with respect to a Collection Period shall be deemed to be the Payment Date which follows such Collection Period.

"Percentage Interest" shall mean, with respect to each Trust Certificate, the percentage interest in the Trust represented by such Trust Certificate.

"Permitted Investments" shall mean any of the following:

(a)         (i) direct obligations of, and obligations guaranteed as to full and timely payment of principal and interest 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 (ii) direct obligations of, or obligations fully guaranteed by, Fannie Mae or any State then rated with the highest available credit rating of Moody's and, if rated by Fitch, Fitch, or such obligations, which obligations are, at the time of investment, otherwise acceptable to each Rating Agency for securities having a rating at least equivalent to the rating of the Notes;

(b)         money market deposit accounts, certificates of deposit, demand or time deposits, savings deposits, bankers acceptances, or federal funds, in each case as defined in Regulation D of the Board of Governors of the Federal Reserve System and issued by or sold by or offered by, any domestic office of any commercial bank or any depository institution or trust company (including the Indenture Trustee or the Owner Trustee or their successors) incorporated or organized under the laws of the United States or any State thereof which has a combined capital and surplus and undivided profits of not less than $250,000,000 and the deposits of which are insured by the FDIC to the full extent legally permitted and which has from Moody’s a short-term rating of not lower than P-1 or long-term rating of not lower than A2 and at least an equivalent rating from Fitch;

(c)         repurchase obligations held by the Indenture Trustee that are acceptable to the Indenture Trustee with respect to (i) any security described in clause (a) above or (e) below, or (ii) any other security issued or guaranteed by any agency or instrumentality of the United States, in either case entered into with a federal agency or depository institution or trust company (including the Indenture Trustee) acting as principal, whose obligations having the same maturity as that of the repurchase agreement would be Permitted Investments under clause (b) above; provided, however, that repurchase obligations entered into with any particular depository institution or trust company (including the Indenture Trustee or Owner Trustee) 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 by the Indenture Trustee on behalf of the Issuing Entity shall exceed 10% of either the aggregate Securitization Value or the aggregate unpaid balance or face amount, as the case may be, of all Permitted Investments held by the Indenture Trustee on behalf of the Issuing Entity;

App. A-21

(d)          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 credit rating from Moody’s and Fitch, or the Rating Agency Condition has been satisfied, or commercial paper or other short-term debt having the Required Rating; provided, however, that any such commercial paper or other short-term debt may have a remaining term to maturity of no longer than 30 days after the date of such investment or contractual commitment providing for such investment, and that the securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal amount or face amount, as the case may be, of securities issued by such corporation and held by the Indenture Trustee on behalf of the Issuing Entity to exceed 10% of either the aggregate Securitization Value or the aggregate unpaid principal balance or face amount, as the case may be, of all Permitted Investments held by the Indenture Trustee on behalf of the Issuing Entity;

(e)          interest in any open-end or closed-end management type investment company or investment trust (i) registered under the Investment Company Act of 1940, as amended, the portfolio of which is limited to the obligations of, or guaranteed by, the United States and to agreements to repurchase such obligations, which agreements, with respect to principal and interest, are at least 100% collateralized by such obligations marked to market on a daily basis and the investment company or investment trust shall take delivery of such obligations either directly or through an independent custodian designated in accordance with the Investment Company Act and (ii) acceptable to each Rating Agency (as approved by each Rating Agency) as collateral for securities having ratings equivalent to the ratings of the Notes;

(f)          guaranteed reinvestment agreements issued by any bank, insurance company or other corporation for which the Rating Agency Condition has been satisfied;

(g)         investments in Permitted Investments maintained in "sweep accounts," short-term asset management accounts and the like utilized for the investment, on an overnight basis, of residual balances in investment accounts maintained at the Indenture Trustee or any other depository institution or trust company organized under the laws of the United States or any State that is a member of the FDIC, the short-term debt of which has the highest available credit rating of Moody's and Fitch;

(h)         guaranteed investment contracts entered into with any financial institution having a final maturity of not more than one month from the date of acquisition, the short-term debt securities of which institution have the Required Rating;

(i)          funds classified as money market funds; provided, however, that the fund shall be rated with the highest available credit rating of Moody's and, if rated by Fitch, Fitch (or, if not rated by Fitch, an equivalent rating by a nationally recognized statistical rating organization other than Moody’s and Fitch), and redemptions shall be permitted on a daily or next business day basis;

App. A-22

(j)          auction rate securities issued with a rate reset mechanism and a maximum term of 30 days; provided that investment will be limited to those issuers having the AAA credit rating of Moody’s and Fitch; and

(k)         such other investments for which the Rating Agency Condition has been satisfied.

Notwithstanding anything to the contrary contained in the foregoing definition:

(a)         no Permitted Investment may be repurchased at a premium;

(b)         any of the foregoing which constitutes a certificated security shall not be considered a Permitted Investment unless:

(i)          in the case of a certificated security that is in bearer form, (A) the Indenture Trustee acquires physical possession of such certificated security, or (B) a person, other than a securities intermediary, acquires possession of such certificated security on behalf of the Indenture Trustee; and

(ii)         in the case of a certificated security that is in registered form (A)(1) the Indenture Trustee acquires physical possession of such certificated security, (2) a person, other than a securities intermediary, acquires possession of such certificated security on behalf of the Indenture Trustee, or (3) a securities intermediary acting on behalf of the Indenture Trustee acquires possession of such certificated security and such certificated security has been specially endorsed to the Indenture Trustee, and (B) (1) such certificated security is endorsed to the Indenture Trustee or in blank by an effective endorsement, or (2) such certificated security is registered in the name of the Indenture Trustee;

(c)          any of the foregoing that constitutes an uncertificated security shall not be considered a Permitted Investment unless (A) the Indenture Trustee is registered by the issuer as the owner thereof, (B) a person, other than a securities intermediary, becomes the registered owner of such uncertificated security on behalf of the Indenture Trustee, or (C) the issuer of such uncertificated security agrees that it will comply with the instructions originated by the Indenture Trustee without further consent by any registered owner of such uncertificated security;

(d)          any of the foregoing that constitutes a security entitlement shall not be considered a Permitted Investment unless (A) the Indenture Trustee becomes the entitlement holder thereof, or (B) the securities intermediary has agreed to comply with the entitlement orders originated by the Indenture Trustee without further consent by the entitlement holder;

(e)          any of the foregoing shall not constitute a Permitted Investment unless the Indenture Trustee (A) has given value, and (B) does not have notice of an adverse claim; and

(f)          for the purposes of funds held in the Trust Collection Account only, investments which would otherwise qualify as Permitted Investments but for the fact that such investments are rated F-1 by Fitch shall be Permitted Investments, so long as the aggregate amount of such investments does not exceed 10% of the Outstanding Amount of the Notes.

App. A-23

"Permitted Lien" means (1) with respect to any Transaction Unit (a) the interests of the parties under the Transaction Documents; (b) the interests of the Titling Trust and any Closed-End Obligor as provided in any Transaction Lease; (c) any liens thereon for taxes, assessments, levies, fees and other government and similar charges not due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings; (d) any liens of mechanics, suppliers, vendors, materialmen, laborers, employees, repairmen and other like liens arising in the ordinary course of the Servicer's, the Issuing Entity's or the Titling Trust's (or if a Transaction Lease is then in effect, any Closed-End Obligor's) business securing obligations which are not due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings; (e) liens arising out of any judgment or award against the Depositor or the Titling Trust (or if a Transaction Lease is then in effect, any Closed-End Obligor) with respect to which an appeal or proceeding for review is being taken in good faith and with respect to which there shall have been secured a stay of execution pending such appeal or proceeding for review; and (f) any lien of the Titling Trust noted on the certificate of title of the Transaction Vehicle included in such Closed-End Unit for the sole purpose of causing the certificate of title for such Transaction Vehicle to be returned or otherwise delivered to the Depositor, the Servicer or the Titling Trust from the relevant registrar of titles and which does not convey to the Titling Trust any other rights with respect to such Closed-End Vehicle; and (2) with respect to any Exchange Note, the type of liens described in subclauses (a), (c) and (e) of the foregoing clause (1).

"Person" means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

"Plan" shall have the meaning assigned to such term in Section 3.03 of the Trust Agreement.

"Postmaturity Term Extension" means, with respect to any Included Unit, that the Servicer has granted an extension of the term of the related Transaction Lease, and the Transaction Lease term as so extended ends beyond the Closed-End EN Collection Period preceding the Final Scheduled Payment Date for the Class B Notes.

"Predecessor Note" means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; provided, however, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 of the Indenture in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

"Principal Distribution Account" means the account designated as such, established and maintained pursuant to Section 8.2(b) of the Indenture.

"Proceeding" means any suit in equity, action at law or other judicial or administrative proceeding.

App. A-24

"Rating Agency" means either Moody's or Fitch, as the context may require. If neither Moody's or Fitch nor a successor thereto remains in existence, "Rating Agency" shall mean any nationally recognized statistical rating organization or other comparable Person designated by the Depositor, notice of which shall be given to the Indenture Trustee, the Owner Trustee and the Servicer.

"Rating Agency Condition" means, with respect to any action, (i) if Moody’s is a Rating Agency, that Moody’s shall have received prior written notice thereof and (ii) if Fitch is a Rating Agency, that Fitch shall have received 5 Business Days’ (or such shorter period as shall be acceptable to Fitch) prior written notice and, in either case, such Rating Agency shall not have notified the Depositor that such action will result in a downgrade of the then current rating on any Notes.

"Reallocation Request" has the meaning specified in Section 2.3(d)(i) of the Exchange Note Sale Agreement.

"Record Date" means, with respect to a Payment Date or Redemption Date, the close of business on the Business Day immediately preceding such Payment Date or Redemption Date or, if Definitive Notes have been issued pursuant to Section 2.9 of the Indenture, the Payment Date in the preceding month.

"Records" means, for any Transaction Unit, all contracts, books, records and other documents or information (including computer programs, tapes, disks, software and related property and rights, to the extent legally transferable) relating to such Transaction Unit or the related Closed-End Obligor.

"Recoveries" means, with respect to any Transaction Unit that has become a Terminated Unit, all monies collected by the Servicer (from whatever source, including, but not limited to, proceeds of a deficiency balance or insurance proceeds recovered after the charge-off of the related Transaction Unit) on such Terminated Unit, net of any and all out-of-pocket costs and expenses incurred by the Servicer in connection therewith, Supplemental Servicing Fees and any payments required by law to be remitted to the Closed-End Obligor.

"Redemption Date" means in the case of a redemption of the Notes pursuant to Section 10.1 of the Indenture, the Payment Date specified by the Administrator or the Issuing Entity pursuant to Section 10.1 of the Indenture.

"Reference Pool" means the pool of Titling Trust Assets allocated to the Exchange Note.

"Redemption Price" means an amount equal to the unpaid principal amount of the Notes redeemed plus accrued and unpaid interest thereon at the applicable Interest Rate for the Notes being so redeemed, up to but excluding the Redemption Date as calculated by the Paying Agent.

"Registered Holder" means the Person in whose name a Note is registered on the Note Register on the related Record Date.

App. A-25

"Regulation AB" means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. Sections 229.1100-229.1125, as such regulation may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57, 184 (September 24, 2014)) or by the staff of the Commission, or as may be provided in writing by the Commission or its staff from time to time.

"Related Rights" means, with respect to any Transaction Vehicle and related Closed-End Lease, all Titling Trust Assets to the extent such assets are associated with such Transaction Unit.

"Reporting Officer" means any officer, employee or other person within the Corporate Trust Office of the Owner Trustee having responsibility for the administration of the Issuing Entity.

"Reporting Subcontractor" shall mean with respect to any Person, any Subcontractor for such Person that is "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. References to a Reporting Subcontractor shall refer only to the Subcontractor of such Person and shall not refer to Subcontractors generally.

"Repurchase Payment" has the meaning specified in Section 2.3(c) of the Exchange Note Sale Agreement.

"Repurchase Rules and Regulations" has the meaning set forth in Section 6.14.

"Requesting Party" has the meaning specified in Section 2.3(d)(i) of the Exchange Note Sale Agreement.

"Required Deposit Amount" has the meaning set forth in Section 5.1(d)(ii) to the Servicing Agreement.

"Required Rating" means a rating on commercial paper or other short term unsecured debt obligations of Prime-1 by Moody's so long as Moody's is a Rating Agency and F-1 by Fitch so long as Fitch is a Rating Agency; and any requirement that deposits or debt obligations have the "Required Rating" shall mean that such deposits or debt obligations have the foregoing required ratings from Moody’s and Fitch.

"Required Reserve Account Balance" means with respect to any Payment Date, an amount equal to 0.50% of the Initial Securitization Value.

"Reserve Account" means the account designated as such, established and maintained pursuant to Section 8.2(c) of the Indenture.

"Residual Losses" means, for any Collection Period, an amount (which, for the avoidance of doubt, shall be a positive number in the case of residual losses and a negative number in the case of residual gains) equal to (a) the Securitization Value of each Included Unit that became a Terminated Unit (other than Defaulted Units) during that Collection Period minus (b) the sum of all Sales Proceeds and Recoveries in connection with the sale or other disposition of the related Transaction Vehicle and Excess Mileage Charges and Excess Wear and Tear Charges received by the Servicer during such Closed-End EN Collection Period.

App. A-26

"Responsible Officer" means, with respect to the Indenture Trustee, any officer within the corporate trust department of the Indenture Trustee, including any vice president, senior associate, associate, trust officer or any other officer of the Indenture Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of the Indenture and, with respect to the Owner Trustee, any officer within the Corporate Trust Office of the Owner Trustee and having direct responsibility for the administration of the Issuing Entity pursuant to the Trust Agreement, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary, or any other officer customarily performing functions similar to those performed by any of the above designated officers 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.

"Review" means a review by the Asset Representations Reviewer as specified in the Asset Representations Review Agreement of all Transaction Leases that have been Delinquent Units for 60 days or more as of the last day of the preceding Collection Period to determine whether such Transaction Leases satisfy the representations and warranties set forth in Section 2.3(b) of the Exchange Note Sale Agreement, each as of the date as specified in Section 2.3(b) of the Exchange Note Sale Agreement.

"Review Transaction Lease" has the meaning designated in Section 1.02 of the Asset Representations Review Agreement.

"Review Notice" means the notice from the Indenture Trustee to the Asset Representations Reviewer, the Issuing Entity and the Servicer pursuant to Section 7.5(c) of the Indenture directing the Asset Representations Reviewer to perform a Review.

"Review Report" has the meaning designated in Section 3.04 of the Asset Representations Review Agreement.

"Sales Proceeds" means, with respect to any Transaction Vehicle, an amount equal to the aggregate amount of proceeds received by the Servicer from the purchaser in connection with the sale or other disposition of such Transaction 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.

"Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002, as amended.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Securitization Rate" means, with respect to any Included Unit, 7.25%.

App. A-27

"Securitization Value" means, for each Included Unit, as of any date, the sum of (i) the present values (discounted at the greater of the Securitization Rate and the Lease Rate) of (a) the aggregate scheduled monthly payments remaining on the Closed-End Lease and (b) the Base Residual Value of the related Closed-End Vehicle and (ii) the monthly payments due and not yet paid, minus any monthly payments made in advance of the Closed-End Obligor’s next due date; provided, however, that the Securitization Value of a Terminated Unit is equal to zero.

"Securitization Transaction" means any transaction effected after the Closing Date involving an issuance of notes pursuant to the Indenture, whether publicly offered or privately placed, rated or unrated.

"Seller" has the meaning set forth in the first paragraph of the Exchange Note Sale Agreement.

"Servicer" means World Omni, initially, in its capacity as Servicer under the Exchange Note Servicing Agreement, and any replacement Servicer appointed pursuant to the Exchange Note Servicing Supplement.

"Servicer Certificate" has the meaning set forth in Section 8.3(a) of the Indenture.

"Servicing Agreement" means the fifth amended and restated servicing agreement, dated as of December 15, 2009, between the Titling Trust, World Omni and the Closed-End Collateral Agent, as amended, modified and supplemented by the Exchange Note Servicing Supplement, and as the same may be further amended or modified from time to time.

"Servicing Criteria" means the "servicing criteria" set forth in Item 1122(d) of Regulation AB.

"Servicing Fee" means, for any Closed-End EN Collection Period, an amount equal to the product of (a) one-twelfth (1/12th) (or, in the case of the initial Closed-End EN Collection Period (i.e., the period commencing on the close of business on the Cut-Off Date and ending on September 30, 2018), a fraction, the numerator of which is 59 and the denominator of which is 360), (b) 1.00% and (c) the aggregate Securitization Value at the beginning of such Closed-End EN Collection Period (or, in the case of the first Payment Date, at the Cut-Off Date) of all Transaction Units for such Closed-End EN Collection Period.

"Similar Law" shall have the meaning assigned to such term in Section 3.03 of the Trust Agreement.

"Special Purpose Entity" means any special purpose corporation, partnership, limited partnership, trust, business trust, limited liability company or other entity created for one or more Financings.

"State" means any one of the 50 States of the United States of America or the District of Columbia.

"Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as the same may be amended from time to time.

App. A-28

"Subcontractor" shall mean any vendor, subcontractor or other Person that is not responsible for the overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed securities market) of the Closed-End Units but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Closed-End Units under the direction or authority of the Servicer or the Indenture Trustee.

"Supplemental Servicing Fees" means any and all (i) late fees, (ii) extension fees, (iii) prepayment charges, (iv) early termination fees or any other fees paid to the Servicer in connection with the termination of any Closed-End Lease (other than monthly lease payments and Excess Wear and Tear Charges and Excess Mileage Charges), (v) non-sufficient funds charges and (vi) any and all other administrative fees or similar charges allowed by applicable law received by or on behalf of the Servicer, the Closed-End Collateral Agent, the Closed-End Administrative Agent or the Titling Trust with respect to any Closed-End Unit.

"Taxes" means all taxes, charges, fees, levies or other assessments (including income, gross receipts, profits, withholding, excise, property, sales, use, license, occupation and franchise taxes and including any related interest, penalties or other additions) imposed by any jurisdiction or taxing authority (whether foreign or domestic).

"Terminated Unit" shall mean, without duplication, an Included Unit for which any of the following has occurred during a Closed-End EN Collection Period:

(a)          following the scheduled expiration or early termination (including any voluntary early termination by the related Closed-End Obligor) of the related Transaction Lease, the related Closed-End 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; or

(b)          the related Closed-End Vehicle was purchased by the customer or the dealer; or

(c)          the Servicer's records, in accordance with 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 Closed-End Vehicle; or

(d)          the related Closed-End Lease becoming a Defaulted Unit.

"Test Fail" has the meaning assigned in Section 3.03(a) of the Asset Representations Review Agreement.

"TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended and as in force on the date hereof, unless otherwise specifically provided.

"Titling Trust" means World Omni LT, a Delaware statutory trust formed under the Statutory Trust Act.

"Titling Trust Administrator" means World Omni, in its capacity as Titling Trust Administrator under the Titling Trust Agreement.

App. A-29

"Titling Trust Agreement" means the second amended and restated trust agreement, dated as of July 16, 2008, among ALF LLC, as initial beneficiary, VT Inc., as Titling Trustee, U.S. Bank Trust National Association, as Delaware Trustee, U.S. Bank, as Initial Titling Trustee Agent and World Omni, as titling trust administrator and as the same may be further amended supplemented or modified from time to time.`

"Titling Trust Assets" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"Titling Trustee" means VT Inc., not in its individual capacity but solely as Titling Trustee under the Titling Trust Agreement.

"Transaction Documents" means the Indenture, the Notes, the Depository Agreement, the Exchange Note Servicing Supplement, the Exchange Note Supplement, the Servicing Agreement (to the extent that it deals solely with the Exchange Note and the Reference Pool), the Titling Trust Agreement (to the extent that it deals solely with the Exchange Note and the Reference Pool), the Exchange Note Sale Agreement, the Exchange Note Transfer Agreement, the Administration Agreement, the Trust Agreement, the Asset Representations Review Agreement and all other documents, instruments and agreements executed or furnished on the Closing Date in connection herewith and therewith, as the same may be amended or modified from time to time.

"Transaction Lease" means, for any Transaction Vehicle, the Closed-End Lease for such Transaction Vehicle.

"Transaction Unit" means a Closed-End Unit that has been allocated to the 2018-B Reference Pool.

"Transaction Vehicle" means, at any time, a Closed-End Vehicle then identified and allocated to the 2018-B Reference Pool.

"Treasury Regulations" means regulations, including proposed or temporary regulations, promulgated under the Code from time to time.

"Trust Agreement" means the amended and restated trust agreement, dated as of the Closing Date, between the Depositor and the Owner Trustee, as the same may be amended and supplemented from time to time.

"Trust Certificate" shall have the meaning set forth in Section 3.01 of the Trust Agreement.

"Trust Collection Account" means the trust account designated as such established and maintained pursuant to Section 8.2(a) of the Indenture.

"Trust Collection Account Shortfall Amount" has the meaning set forth in Section 13.2(b)(iv) of the Exchange Note Supplement.

App. A-30

"Trust Estate" means all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuing Entity, including (i) the Exchange Note (transferred pursuant to the Exchange Note Transfer Agreement), including the right to payments thereunder after the Cut-Off Date, (ii) the rights of the Issuing Entity to the funds on deposit from time to time in the Collection Account and any other account or accounts established pursuant to the Indenture and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (iii) the rights of the Depositor, as buyer, under the Exchange Note Sale Agreement, (iv) the rights of the Issuing Entity, as buyer, under the Exchange Note Transfer Agreement, (v) the rights of the Issuing Entity as a third-party beneficiary under the Basic Documents, to the extent relating to the Transaction Units, and (vi) all proceeds of the foregoing.

"UCC" means, unless the context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction, as amended from time to time.

"Unencumbered Reference Pool" has the meaning set forth in Appendix A to the Collateral Agency Agreement.

"United States" or "USA" means the United States of America (including all states, the District of Columbia and political subdivisions thereof).

"U.S. Bank" means U.S. Bank National Association, a national banking association, with a corporate trust office in Delaware.

"World Omni" means World Omni Financial Corp., a Florida corporation.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. Unless otherwise inconsistent with the terms of this Indenture, all accounting terms used herein shall be interpreted, and all accounting determinations hereunder shall be made, in accordance with GAAP. Amounts to be calculated hereunder shall be continuously recalculated at the time any information relevant to such calculation changes.

App. A-31

EX-10.1

Exhibit 10.1

EXCHANGE NOTE SALE AGREEMENT

dated as of September 19, 2018

between

AUTO LEASE FINANCE LLC,
as Seller

and

WORLD OMNI AUTO LEASING LLC,
as Buyer

Table of Contents

		Page
Article I DEFINITIONS		1
Section 1.1	Certain Terms	1
Section 1.2	Other Definitional Provisions	1
Section 1.3	Other Terms	2
Section 1.4	Computation of Time Periods	2
Article II PURCHASE AND CONTRIBUTION		2
Section 2.1	Agreement to Sell and Contribute	2
Section 2.2	Consideration and Payment	2
Section 2.3	Representations, Warranties and Covenants	2
Section 2.4	Protection of Title	9
Section 2.5	Other Adverse Claims or Interests	9
Article III MISCELLANEOUS		10
Section 3.1	Transfers Intended as Sale; Security Interest	10
Section 3.2	Specific Performance	10
Section 3.3	Notices, Etc	10
Section 3.4	Choice of Law	11
Section 3.5	Counterparts	11
Section 3.6	Amendment	11
Section 3.7	Waivers	12
Section 3.8	Entire Agreement	12
Section 3.9	Severability of Provisions	12
Section 3.10	Binding Effect; Assignability	12
Section 3.11	Acknowledgment and Agreement	13
Section 3.12	No Waiver; Cumulative Remedies	13
Section 3.13	Nonpetition Covenant	13
Section 3.14	Each Exchange Note Separate; Assignees of Exchange Note	14
Section 3.15	Submission to Jurisdiction; Waiver of Jury Trial	14
Schedule I	Perfection Representations, Warranties and Covenants

i

EXCHANGE NOTE SALE AGREEMENT

THIS EXCHANGE NOTE SALE AGREEMENT is made and entered into as of September 19, 2018 (as amended, supplemented or modified from time to time, this “Agreement”) by AUTO LEASE FINANCE LLC, a Delaware limited liability company (the “Seller”), and WORLD OMNI AUTO LEASING LLC, a Delaware limited liability company (the “Buyer”).

WITNESSETH:

WHEREAS, World Omni LT is a Delaware statutory trust (the “Titling Trust”) formed and operated pursuant to that certain Second Amended and Restated Trust Agreement dated as of July 16, 2008 (as amended, modified or supplemented from time to time, the “Titling Trust Agreement”) for the purpose, among other things, of acquiring title to Closed-End Units and issuing Exchange Notes, relating to separate Reference Pools of Closed-End Units within the Closed-End Collateral Specified Interest in the Titling Trust;

WHEREAS, on the date hereof, the Titling Trust has, pursuant to the Exchange Note Supplement 2018-B to the Collateral Agency Agreement (the “Exchange Note Supplement”), issued the Closed-End Exchange Note (the “Exchange Note”) to the Seller as the Initial Beneficiary; and

WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to acquire, the Exchange Note;

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:

Article I

DEFINITIONS

Section 1.1           Certain Terms. Terms defined in Appendix A to the Collateral Agency Agreement and in Appendix A to the Indenture, dated as of September 19, 2018 (as amended, supplemented or modified from time to time, the “Indenture”), between World Omni Automobile Lease Securitization Trust 2018-B, a Delaware statutory trust (the “Issuing Entity”), and MUFG Union Bank, N.A., as indenture trustee (the “Indenture Trustee”), are, unless otherwise defined herein or unless the context otherwise requires, used herein as defined therein.

Section 1.2           Other Definitional Provisions

(a)          Each term defined in the singular form in this Agreement shall mean the plural thereof when the plural form of such term is used in this Agreement or any certificate, report or other document made or delivered pursuant hereto, and each term defined in the plural form in shall mean the singular thereof when the singular form of such term is used herein or therein.

(b)          The words “hereof”, “herein”, “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection, schedule and exhibit references herein are references to articles, sections, subsections, schedules and exhibits to or of this Agreement unless otherwise specified.

Section 1.3           Other Terms. All accounting terms not specifically defined herein or in Appendix A to the Indenture shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC and not specifically defined herein or in Appendix A to the Indenture are used herein as defined in such Article 9.

Section 1.4           Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Article II

PURCHASE AND CONTRIBUTION

Section 2.1          Agreement to Sell and Contribute. On the terms and subject to the conditions set forth in this Agreement, on the date hereof, the Seller hereby transfers, assigns, sets over, sells and otherwise conveys to the Buyer, without recourse, except as provided in Section 2.3(c), and the Buyer hereby purchases from the Seller, all of the Seller’s right, title and interest in and to the Exchange Note, including, but not limited to, all Closed-End Collections with respect to the related 2018-B Reference Pool after the Cut-Off Date.

Section 2.2           Consideration and Payment. In consideration of the transfer of the Exchange Note to the Buyer on the Closing Date, the Buyer shall pay to the Seller on the Closing Date, the Exchange Note Purchase Price with respect thereto. If the Exchange Note Purchase Price to be paid for the Exchange Note exceeds the amount of any cash payment for the account of the Seller on such day, such excess shall automatically be considered to have been contributed to the Buyer by the Seller as a capital contribution. As of the Closing Date, the Buyer paid in cash $794,187,836.79 of the Exchange Note Purchase Price.

Section 2.3           Representations, Warranties and Covenants.

(a)         Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Buyer that, as of the date hereof:

(i)          Existence and Power. The Seller is a limited liability company and the Titling Trust is a statutory trust, in each case, duly organized, validly existing and in good standing under the laws of its state of organization, and each of the Seller and the Titling Trust has all power and authority required to carry on its business as it is now conducted. Each of the Seller and the Titling Trust has obtained all necessary licenses and approvals, in all jurisdictions where the failure to do so would materially and adversely affect the business, properties, financial condition or results of operations of the Seller or the Titling Trust, respectively, taken as a whole.

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(ii)         Corporate Authorization and No Contravention. The execution, delivery and performance by each of the Seller and the Titling Trust of each Transaction Document to which it is a party (i) have been duly authorized by all necessary action, (ii) do not contravene or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational documents or (C) any agreement, contract, order or other instrument to which it is a party or its property is subject and (iii) will not result in any Adverse Claim on the Exchange Note or give cause for the acceleration of any indebtedness of the Seller or the Titling Trust.

(iii)        No Consent Required. No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Seller or the Titling Trust of any Transaction Document other than UCC filings and other than approvals and authorizations that have previously been obtained and filings which have previously been made.

(iv)        Binding Effect. Each Transaction Document to which the Seller or the Titling Trust is a party constitutes the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms, except as limited by bankruptcy, insolvency, or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity.

(v)         Ownership and Transfer of Exchange Note. Immediately preceding its sale of the Exchange Note to the Buyer, the Seller was the owner of the Exchange Note, free and clear of any Adverse Claim, and after such sale of the Exchange Note to the Buyer, the Buyer shall be entitled to all of the rights and benefits of a holder of an Exchange Note under the Collateral Agency Agreement and the Exchange Note Supplement.

(vi)        Applicable Law. Each of the Seller and the Titling Trust is in compliance with all Applicable Laws, the failure to comply with which would have a material adverse effect.

(vii)       Litigation. There are no actions, suits or proceedings pending or, to the knowledge of the Seller, threatened against the Seller before or by any Governmental Authority that (i) question the validity or enforceability of this Agreement or adversely affect the ability of the Seller to perform its obligations hereunder or (ii) individually or in the aggregate would have a material adverse effect. Neither the Seller nor the Titling Trust is in default with respect to any orders of any Governmental Authority, the default under which individually or in the aggregate would have a material adverse effect.

(viii)      Status of Seller. The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Seller is not subject to regulation as a “holding company”, an “affiliate” of a “holding company”, or a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

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(ix)         Status of Titling Trust. The Titling Trust is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Titling Trust is not subject to regulation as a “holding company”, an “affiliate” of a “holding company”, or a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

The representations and warranties set forth in this Section 2.3(a) shall speak only as of the date hereof and shall survive the sale of the Exchange Note hereunder.

(b)          Representations and Warranties With Respect to Each Transaction Unit. The Seller hereby represents and warrants to the Buyer with respect to each Transaction Unit on the Closing Date that, as of the Cut-Off Date or the Closing Date, as applicable, (i) each Closed-End Lease included in the 2018-B Reference Pool complies with all requirements of Applicable Law in all material respects, (ii) that the information relating to each Transaction Unit set forth on Schedule 1 of the Exchange Note Supplement is true and correct in all material respects, and (iii) that as of the Cut-Off Date each Closed-End Lease with respect to a Transaction Unit allocated to the 2018-B Reference Pool was an Eligible Lease. This Section 2.3(b) shall survive the allocation of the Transaction Units to the 2018-B Reference Pool.

(c)          Reallocation Upon Breach of Representations and Warranties. Upon discovery by the Buyer or the Seller of a breach of the representations and warranties set forth in Section 2.3(b) at the time such representations and warranties were made which materially and adversely affects the interests of the Issuing Entity, in its indirect capacity as the Exchange Noteholder, in any Transaction Unit, the party discovering such breach shall give prompt written notice thereof to the other parties. If the Seller (i) has knowledge of a breach of a representation or warranty made in Section 2.3(b), (ii) receives notice from the Depositor, the Issuing Entity, the Owner Trustee or the Indenture Trustee of a breach of a representation or warranty made in Section 2.3(b), (iii) receives a Reallocation Request from the Owner Trustee or the Indenture Trustee for a Unit or (iv) receives a Review Report that indicates a Test Fail for a Transaction Unit, then, in each case, the Seller will (or cause World Omni to) investigate the Transaction Unit to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuing Entity, in its indirect capacity as the Exchange Noteholder. None of the Titling Trust, the Titling Trustee, the Titling Trustee Agent, the Closed-End Collateral Agent, the Initial Beneficiary, the Servicer, the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Asset Representations Reviewer or the Administrator will have an obligation to investigate whether a breach of any representation or warranty has occurred or whether any Transaction Unit is required to be reallocated under this Section 2.3(c). If the Seller does not correct or cure such breach prior to the end of the Collection Period after the date that the Seller had knowledge or was notified of such breach, then the Seller shall direct the Closed-End Administrative Agent and the Servicer to reallocate the noncompliant Closed-End Units from the 2018-B Reference Pool to the Warehouse Facility Pool or an Unencumbered Reference Pool on the Closed-End Exchange Note Payment Date following the end of such Closed-End EN Collection Period. In consideration for such reallocation, the Seller shall be required to deposit an amount equal to the Securitization Value of such noncompliant Closed-End Units into the Exchange Note Collection Account as of the end of the Closed-End EN Collection Period preceding such Closed-End Exchange Note Payment Date prior to 11 a.m., New York City time, on the Business Day preceding such Closed-End Exchange Note Payment Date, in order for the Closed-End Administrative Agent to apply such amount to the payment of principal of the Exchange Note. It is understood and agreed that the obligation of the Seller to deposit such amount (the “Repurchase Payment”) relating to the Closed-End Lease as to which such a breach has occurred and is continuing as described above shall constitute the sole remedy respecting such breach available to the Buyer and any other Person. None of the Servicer, the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Titling Trustee, the Closed-End Collateral Agent, the Closed-End Administrative Agent, the Asset Representations Reviewer, the Seller, the Depositor or the Administrator will have an obligation to investigate whether a breach or other event has occurred that would require the reallocation of any Transaction Unit under this Section 2.3(c) or whether any Transaction Unit is required to be reallocated under this Section 2.3(c).

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(d)         Dispute Resolution.

(i)          Referral to Dispute Resolution. If the Issuing Entity, the Owner Trustee (acting at the direction of a Certificateholder), the Indenture Trustee, a Noteholder or a Note Owner (the “Requesting Party”) requests that the Seller reallocate a Transaction Unit pursuant to Section 2.3(c) due to an alleged breach of a representation and warranty in Section 2.3(b) (which reallocation request shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach of the representations and warranties in Section 2.3(b); provided that with respect to a reallocation request from a Noteholder or a Note Owner, such reallocation request shall initially be provided to the Indenture Trustee) (each, a “Reallocation Request”), and the Reallocation Request has not been resolved, the alleged breach has not otherwise been cured or the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Reallocation Request by or on behalf of the Seller, the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration by filing in accordance with ADR Rules and providing a notice to the Seller. The Requesting Party must start the mediation (including non-binding arbitration) or arbitration proceeding according to the ADR Rules of the ADR Organization within 90 days after the end of the 180-day period. The Seller agrees to participate in the dispute resolution method selected by the Requesting Party. However, if the Transaction Unit subject to a Reallocation Request was part of a Review and the Review Report states no Test Fails for the Transaction Unit, the Reallocation Request for the Transaction Unit will be deemed to have been resolved.

(ii)         Mediation. If the Requesting Party selects mediation for dispute resolution:

(A)         The mediation will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in this Section 2.3(d), the procedures in this Section 2.3(d) will control.

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(B)         A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The mediator 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.

(C)         The mediation will start within 15 days after the selection of the mediator and conclude within 30 days after the start of the mediation.

(D)         Expenses of the mediation will be allocated among the parties as mutually agreed by them as part of the mediation.

(E)         If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Reallocation Request to arbitration under this Section 2.3(d) or may seek adjudication of the Reallocation Request in court.

(iii)        Binding Arbitration. If the Requesting Party selects arbitration for dispute resolution:

(A)         The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 2.3(d), the procedures in this Section 2.3(d) will control.

(B)         A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The 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. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

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(C)         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 within 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, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than 60 days after 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 evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays.

(D)         The arbitrator will make its final determination no later than 90 days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Transaction Documents, and may not modify or change this Agreement or the other Transaction Documents in any way or award remedies not consistent with the Transaction Documents. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion; provided, that, notwithstanding any other provision of this Agreement or any other document, under no circumstances whatsoever will the Owner Trustee be liable for any such costs, expenses, and/or liabilities that could be allocated to a Certificateholder as the Requesting Party. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination 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 of competent jurisdiction over the parties and the matter.

(E)         By selecting binding arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.

(F)         The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.

(iv)        Additional Conditions. For each mediation or arbitration:

(A)         Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or, if mediation or arbitration in New York, New York at the offices of the mediator or arbitrator is unavailable, the mediator or arbitrator will select another location in a major metropolitan area in the continental United States. Any party or witness may participate by teleconference or video conference.

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(B)         The Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.

(v)         The Seller will not be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Reallocation Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 2.3), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information. Nothing in this Section 2.3(d) shall prevent the Noteholders or Note Owners from exercising their rights under Section 7.2(e) of the Indenture or the Servicer or the Depositor from complying with its disclosure requirements under Item 1121 of Regulation AB.

(e)          Perfection Representations. The representations, warranties and covenants set forth on Schedule I hereto shall be a part of this Agreement for all purposes. Notwithstanding any other provision of this Agreement or any other Transaction Document, the perfection representations contained in Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Indenture have been finally and fully paid and performed. The parties to this Agreement: (i) shall not waive any of the perfection representations contained in Schedule I; (ii) shall provide the Rating Agencies with prompt written notice of any breach of perfection representations contained in Schedule I; and (iii) shall not waive a breach of any of the perfection representations contained in Schedule I.

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Section 2.4           Protection of Title.

(a)          Filings. The Seller shall file such financing statements and cause to be filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Buyer under this Agreement in the Exchange Note. The Seller shall deliver (or cause to be delivered) to the Buyer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b)          Name Change. The Seller shall not change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with Section 2.4(a) “seriously misleading” within the meaning of Section 9-506, 9-507 and 9-508 of the UCC, unless it shall have given the Buyer at least 30 days’ prior written notice thereof and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary or advisable in the opinion of the Buyer to amend all previously filed financing statements or continuation statements described in Section 2.4(a).

(c)          Sales Tax. All sales, property, use, transfer or other similar taxes due and payable upon the purchase of the Exchange Note by the Buyer will be paid or provided for by the Seller.

(d)          Executive Office; Maintenance of Offices. The Seller shall give the Buyer at least 10 days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary or advisable in the opinion of the Buyer to amend all previously filed financing statements or continuation statements described in Section 2.4(a). The Seller shall at all times maintain each office from which it services Titling Trust Assets and its principal executive office within the United States of America.

Section 2.5           Other Adverse Claims or Interests. Except for the conveyances and grants of security interests pursuant to this Agreement and the other Transaction Documents, the Seller shall not sell, pledge, assign or transfer the Exchange Note to any other Person, or grant, create, incur, assume or suffer to exist any Adverse Claim on any interest therein, and the Seller shall defend the right, title and interest of the Buyer in, to and under the Exchange Note against all claims of third parties claiming through or under the Seller.

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Article III

MISCELLANEOUS

Section 3.1           Transfers Intended as Sale; Security Interest.

(a)          Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sale and contribution rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. The sale and contribution of the Exchange Note shall be reflected on the Seller’s balance sheet and other financial statements as a sale and contribution of assets by the Seller. The sales and contributions by the Seller of the Exchange Note shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectibility of underlying indebtedness, and therefore are intended to be consistent with warranties ordinarily given by a seller of goods under Article 2 of the UCC.

(b)          Notwithstanding the foregoing, in the event that the Exchange Note is held to be property of the Seller, or if for any reason this Agreement is held or deemed to create a security interest in the Exchange Note, then it is intended that:

(i)          This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction;

(ii)         The conveyance provided for in Section 2.1 shall be deemed to be a grant by the Seller to the Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Exchange Note, to secure the performance of the obligations of the Seller hereunder;

(iii)        The possession by the Buyer or its agent of the Exchange Note shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and

(iv)        Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Buyer for the purpose of perfecting such security interest under applicable law.

Section 3.2           Specific Performance. Either party may enforce specific performance of this Agreement.

Section 3.3           Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication or electronic mail) and shall be personally delivered or sent by certified mail, postage prepaid, or by facsimile or by electronic mail (if designated by a party to the other parties), to the intended party at the address, facsimile number or electronic mail address of such party set forth under its name on the signature pages hereof or at such other address, facsimile number or electronic mail address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective (a) if personally delivered or sent by electronic mail, when received, (b) if sent by certified mail, three Business Days after having been deposited in the mail, postage prepaid, (c) if sent by overnight courier, one Business Day after having been given to such courier, and (d) if transmitted by facsimile, when sent, receipt confirmed by telephone or electronic means. Notwithstanding the foregoing, with the consent of the appropriate party to this Agreement, the obligations of World Omni and any Affiliate of World Omni to deliver or provide any demand, delivery, notice, communication or instruction to such party other than a Noteholder shall be satisfied by World Omni or such Affiliate, as the case may be, making such demand, delivery, notice, communication or instruction available at https://via.intralinks.com/, or such other website or distribution service or provider as World Omni or such Affiliate, as applicable, shall designate by written notice to the other parties hereto.

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Section 3.4           Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 3.5           Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 3.6           Amendment.

(a)          Any term or provision of this Agreement may be amended by the parties hereto without the consent of the Indenture Trustee, any Noteholder, the Issuing Entity or the Owner Trustee; provided that (i) any amendment that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Outstanding Notes, voting as a single class, and (ii) any amendment that materially and adversely affects the interests of the Certificateholders, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment. The consent of the Certificateholders, the Indenture Trustee or the Owner Trustee shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given.

(b)          Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the aggregate outstanding principal amount of the Outstanding Notes, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the aggregate outstanding principal amount of the Outstanding Notes which were required to consent to such matter before giving effect to such amendment.

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

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

(e)          Prior to the execution of any amendment to this Agreement, the Buyer shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Buyer shall furnish a copy of such amendment to each Rating Agency, the Issuing Entity, the Owner Trustee and the Indenture Trustee.

(f)          Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Section 3.7           Waivers. No failure or delay on the part of the Buyer, the Servicer, the Seller, the Issuing Entity or the Indenture Trustee in exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Buyer or the Seller in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Buyer under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Section 3.8           Entire Agreement. The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior oral or written understandings. There are no unwritten agreements among the parties.

Section 3.9           Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Section 3.10         Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Buyer and the Seller and their respective successors and permitted assigns. The Seller may not assign any of its rights hereunder or any interest herein without the prior written consent of the Buyer, except as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.

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Section 3.11         Acknowledgment and Agreement. By execution below, the Seller expressly acknowledges and consents to the sale of the Exchange Note and the assignment of all rights and obligations of the Seller related thereto by the Buyer to the Issuing Entity pursuant to the Exchange Note Transfer Agreement and the mortgage, pledge, assignment and grant of a security interest in the Exchange Note by the Issuing Entity to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Buyer under this Agreement.

Section 3.12         No Waiver; Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 3.13         Nonpetition Covenant. With respect to each Bankruptcy Remote Party, each party hereto agrees that, prior to the date which is one year and one day after payment in full of all obligations under each Financing (i) no party hereto shall authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. Each of the parties hereto agrees that, prior to the date which is one year and one day after the payment in full of all obligations under each Financing, it will not institute against, or join any other Person in instituting against, any Bankruptcy Remote Party an action in bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of the United States or any State of the United States.

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Section 3.14         Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (a) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (i) the Exchange Note or the related 2018-B Reference Pool shall be enforceable against such Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool or any Unencumbered Reference Pool and (ii) any Other Exchange Note, any Other Reference Pool, the Warehouse Facility Pool or any Unencumbered Reference Pool shall be enforceable against such Other Exchange Note, Other Reference Pools, the Warehouse Facility Pool or Unencumbered Reference Pool only, as applicable, and not against the Exchange Note or any Closed-End Units included in the 2018-B Reference Pool, (c) except to the extent required by law, the Closed-End Units included in the Warehouse Facility Pool, Closed-End Units included in any Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any Other Exchange Note (other than the Exchange Note transferred hereunder which is related to the 2018-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Exchange Note in respect of such claim, (d) no creditor or holder of a claim relating to (i) the Exchange Note or the related 2018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note or the assets allocated thereto, and (ii) any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note other than the Exchange Note related to the 2018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2018-B Reference Pool, and (e) any purchaser, assignee or pledgee of an interest in the 2018-B Reference Pool or, the Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Section 3.15         Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

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

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

(c)          agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 3.3 of this Agreement;

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

(e)          to the extent permitted by applicable law, waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

[Signature Page Follows]

15

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

AUTO LEASE FINANCE LLC
By:	/s/ Bryan Romano
Name:	Bryan Romano
Title:	Assistant Treasurer
Address:
190 Jim Moran Blvd.
Deerfield Beach, Florida  33442
Telephone:  (954) 429-2900
Telecopy:  (954) 429-2685

WORLD OMNI AUTO LEASING LLC
By:	/s/ Bryan Romano
Name:	Bryan Romano
Title:	Assistant Treasurer
Address:
190 Jim Moran Blvd.
Deerfield Beach, Florida  33442
Telephone:  (954) 429-2900
Telecopy:  (954) 429-2685

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in the Exchange Note Sale Agreement, the Seller hereby represents, warrants, and covenants to the Buyer as follows on the Closing Date:

1.          The Exchange Note Sale Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Exchange Note in favor of the Buyer, which security interest is prior to all other Adverse Claims and is enforceable as such as against creditors of and purchasers from the Seller.

2.          The Exchange Note constitutes a “general intangible,” “instrument,” “certificated security,” or “tangible chattel paper,” within the meaning of the applicable UCC.

3.          The Seller owns and has good and marketable title to the Exchange Note free and clear of any Adverse Claim, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Adverse Claim attaches is not impaired during the pendency of such proceeding.

4.          The Seller has received all consents and approvals to the sale of the Exchange Note hereunder to the Buyer required by the terms of the Exchange Note to the extent that it constitutes an instrument or a payment intangible.

5.          The Seller has received all consents and approvals required by the terms of the Exchange Note, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Buyer of its interest and rights in the Exchange Note hereunder.

6.          The Seller has caused or will have caused, within ten days after the effective date of the Exchange Note Sale Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the Exchange Note from the Seller to the Buyer and the security interest in the Exchange Note granted to the Buyer hereunder.

7.          To the extent that the Exchange Note constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Buyer.

Sch. I-1

8.          Other than the transfer of the Exchange Note from the Seller to the Buyer under the Exchange Note Sale Agreement and from the Buyer to the Issuing Entity under the Exchange Note Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Exchange Note. The Seller has not authorized the filing of, nor is aware of, any financing statements against the Seller that include a description of collateral covering the Exchange Note other than any financing statement relating to any security interest granted pursuant to the Transaction Documents or that has been terminated.

9.          No instrument or tangible chattel paper that constitutes or evidences the Exchange Note has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Sch. I-2

EX-10.2

Exhibit 10.2

EXCHANGE NOTE TRANSFER AGREEMENT

dated as of September 19, 2018

between

WORLD OMNI AUTO LEASING LLC,
as Depositor

and

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B,
as Issuing Entity and Buyer

Table of Contents

		Page
Article I DEFINITIONS		2
Section 1.1	Certain Terms	2
Section 1.2	Other Definitional Provisions	2
Section 1.3	Other Terms	2
Section 1.4	Computation of Time Periods	2
Article II PURCHASE AND CONTRIBUTION		2
Section 2.1	Agreement to Sell and Transfer the Exchange Note	2
Section 2.2	Consideration and Payment	3
Section 2.3	Representations and Warranties	3
Section 2.4	Protection of Title	4
Section 2.5	Other Adverse Claims or Interests	5
Article III MISCELLANEOUS		5
Section 3.1	Transfers Intended as Sale; Security Interest	5
Section 3.2	Specific Performance	6
Section 3.3	Notices, Etc	6
Section 3.4	CHOICE OF LAW	6
Section 3.5	Counterparts	7
Section 3.6	Amendment	7
Section 3.7	Waivers	8
Section 3.8	Entire Agreement	8
Section 3.9	Severability of Provisions	8
Section 3.10	Binding Effect; Assignability	8
Section 3.11	Acknowledgment and Agreement	8
Section 3.12	No Waiver; Cumulative Remedies	8
Section 3.13	Nonpetition Covenant	9
Section 3.14	Each Exchange Note Separate; Assignees of the Exchange Note	9
Section 3.15	Submission to Jurisdiction; Waiver of Jury Trial	10
Section 3.16	Limitation of Liability of Owner Trustee	11

Schedule I Perfection Representations, Warranties and Covenants

i

EXCHANGE NOTE TRANSFER AGREEMENT

THIS EXCHANGE NOTE TRANSFER AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”) is made and entered into as of September 19, 2018 by WORLD OMNI AUTO LEASING LLC, a Delaware limited liability company (the “Depositor”), and WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B, a Delaware statutory trust (the “Buyer” or the “Issuing Entity”).

WITNESSETH:

WHEREAS, World Omni LT is a Delaware statutory trust (the “Titling Trust”) formed and operated pursuant to that certain Second Amended and Restated Trust Agreement dated as of July 16, 2008 (as amended, modified or supplemented from time to time, the “Titling Trust Agreement”) for the purpose, among other things, of acquiring title to Closed-End Units and issuing Exchange Notes, each relating to separate Reference Pools of Closed-End Units within the Closed-End Collateral Specified Interest in the Titling Trust;

WHEREAS, on the date hereof, the Titling Trust, Auto Lease Finance LLC, a Delaware limited liability company (“ALF LLC” or the “Initial Beneficiary”), AL Holding Corp., as Closed-End Collateral Agent, and U.S. Bank National Association, as Closed-End Administrative Agent, are entering into that certain Exchange Note Supplement 2018-B to Collateral Agency Agreement (as amended, modified or supplemented from time to time, the “Exchange Note Supplement”) to issue the Closed-End Exchange Note initially sold and transferred to the Depositor under an Exchange Note Sale Agreement (the “Exchange Note Sale Agreement”), and then immediately sold and transferred to the Buyer under this Agreement (the “Exchange Note”);

WHEREAS, on the date hereof, the Depositor purchased the Exchange Note from ALF LLC pursuant to the Exchange Note Sale Agreement;

WHEREAS, the Depositor, and U.S. Bank Trust National Association, as owner trustee, formed World Omni Automobile Lease Securitization Trust 2018-B as a Delaware statutory trust pursuant to a Trust Agreement;

WHEREAS, the Depositor desires to sell to the Buyer, and the Buyer desires to acquire, the Exchange Note;

WHEREAS, the Depositor desires to assign rights under the Exchange Note Sale Agreement to the Buyer; and

WHEREAS, the Buyer will finance its acquisition of the Exchange Note by issuing notes pursuant to an Indenture dated as of September 19, 2018 (as amended, supplemented or modified from time to time, the “Indenture”) with MUFG Union Bank, N.A., as indenture trustee (the “Indenture Trustee”);

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:

Article I

DEFINITIONS

Section 1.1           Certain Terms. Terms defined in Appendix A to the Indenture and in Appendix A to the Collateral Agency Agreement are, unless otherwise defined herein or unless the context otherwise requires, used herein as defined therein.

Section 1.2           Other Definitional Provisions.

(a)          Each term defined in the singular form in this Agreement shall mean the plural thereof when the plural form of such term is used in this Agreement or any certificate, report or other document made or delivered pursuant hereto, and each term defined in the plural form in shall mean the singular thereof when the singular form of such term is used herein or therein.

(b)          The words “hereof”, “herein”, “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection, schedule and exhibit references herein are references to articles, sections, subsections, schedules and exhibits of or to this Agreement unless otherwise specified.

Section 1.3           Other Terms. All accounting terms not specifically defined herein or in Appendix A to the Indenture shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC and not specifically defined herein or in Appendix A to the Indenture or in Appendix A to the Collateral Agency Agreement are used herein as defined in such Article 9.

Section 1.4           Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Article II

PURCHASE AND CONTRIBUTION

Section 2.1           Agreement to Sell and Transfer the Exchange Note. On the terms and subject to the conditions set forth in this Agreement, on the date hereof, the Depositor hereby:

(a)          transfers, assigns, sets over, sells and otherwise conveys to the Buyer, and the Buyer hereby purchases from the Depositor, without recourse, all of the Depositor’s right, title and interest in and to the Exchange Note, including, but not limited to, all Closed-End Collections with respect to the related 2018-B Reference Pool after the Cut-off Date; and

(b)          assigns all rights of the Depositor under the Exchange Note Sale Agreement to the Buyer, including without limitation, the Depositor’s rights under Section 2.3(c) of the Exchange Note Sale Agreement.

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Section 2.2           Consideration and Payment. In consideration of the transfer of the Exchange Note to the Buyer on the Closing Date, the Buyer shall transfer to the Depositor on the Closing Date the Notes and the Certificate (as such terms are defined in Appendix A to the Indenture). On the Closing Date, the Depositor will cause an amount equal to $4,682,802.35 to be deposited into the Reserve Account.

Section 2.3           Representations and Warranties.

(a)          The Depositor hereby represents and warrants to the Buyer that, as of the date hereof:

(i)          Existence and Power. The Depositor is a limited liability company duly organized, validly existing and in good standing under the laws of its state of organization and has all power and authority required to carry on its business as it is now conducted. The Depositor has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect the business, properties, financial condition or results of operations of the Depositor taken as a whole.

(ii)         Company Authorization and No Contravention. The execution, delivery and performance by the Depositor of each Transaction Document to which it is a party (i) have been duly authorized by all necessary limited liability company action and (ii) do not contravene or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational documents or (C) any agreement, contract, order or other instrument to which it is a party or its property is subject and (iii) will not result in any Adverse Claim on the Exchange Note or give cause for the acceleration of any indebtedness of the Depositor.

(iii)        No Consent Required. No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Depositor of any Transaction Document other than UCC filings and other than approvals and authorizations that have previously been obtained and filings which have previously been made.

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

(v)         Ownership and Transfer of Exchange Note. Immediately preceding its sale of the Exchange Note to the Buyer, the Depositor was the owner of the Exchange Note, free and clear of any Adverse Claim, and after such sale of the Exchange Note to the Buyer, the Buyer shall at all times be entitled to all of the rights and benefits of a holder of an Exchange Note under the Collateral Agency Agreement and the Exchange Note Supplement.

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(vi)        Applicable Law. The Depositor is in compliance with all Applicable Laws, the failure to comply with which would have a material adverse effect on the ability of the Depositor to perform its obligations hereunder.

(vii)       Litigation. There are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened against the Depositor before or by any Governmental Authority that (i) question the validity or enforceability of this Agreement or materially and adversely affect the ability of the Depositor to perform its obligations hereunder or (ii) individually or in the aggregate would have a material adverse effect on the ability of the Depositor to perform its obligations hereunder. The Depositor is not in default with respect to any orders of any Governmental Authority, the default under which individually or in the aggregate would have a material adverse effect on the ability of the Depositor to perform its obligations hereunder.

(viii)      Status of Depositor. The Depositor is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Depositor is not subject to regulation as a “holding company,” an “affiliate” of a “holding company”, or a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

The representations and warranties set forth in this Section 2.3(a) shall speak only as of the date hereof and shall survive the sale of the Exchange Note hereunder.

(b)          Perfection Representations. The representations, warranties and covenants set forth on Schedule I hereto shall be a part of this Agreement for all purposes. Notwithstanding any other provision of this Agreement or any other Transaction Document, the perfection representations contained in Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Indenture have been finally and fully paid and performed. The parties to this Agreement: (i) shall not waive any of the perfection representations contained in Schedule I; (ii) shall provide the Rating Agencies with prompt written notice of any breach of perfection representations contained in Schedule I and (iii) shall not waive a breach of any of the perfection representations contained in Schedule I.

Section 2.4           Protection of Title.

(a)          Filings. The Depositor shall file such financing statements and cause to be filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Buyer under this Agreement in the Exchange Note. The Depositor shall deliver (or cause to be delivered) to the Buyer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b)          Name Change. The Depositor shall not change its name, identity or limited liability company structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Depositor in accordance with Section 2.4(a) “seriously misleading” within the meaning of Section 9-506, 9-507 and 9-508 of the UCC, unless it shall have given the Buyer at least 30 days’ prior written notice thereof and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary or advisable in the opinion of the Buyer to amend all previously filed financing statements or continuation statements described in Section 2.4(a).

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(c)          Sales Tax. All sales, property, use, transfer or other similar taxes due and payable upon the purchase of the Exchange Note will be paid or provided for by the Depositor.

(d)          Executive Office; Maintenance of Offices. The Depositor shall give the Buyer at least 30 days’ prior written notice of any change of location of the Depositor for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary or advisable in the opinion of the Buyer to amend all previously filed financing statements or continuation statements described in Section 2.4(a). The Depositor shall at all times maintain its principal executive office within the United States of America.

Section 2.5           Other Adverse Claims or Interests.  Except for the conveyances and grants of security interests pursuant to this Agreement and the other Transaction Documents, the Depositor shall not sell, pledge, assign or transfer the Exchange Note to any other Person, or grant, create, incur, assume or suffer to exist any Adverse Claim on any interest therein, and the Depositor shall defend the right, title and interest of the Buyer in, to and under the Exchange Note against all claims of third parties claiming through or under the Depositor.

Article III

MISCELLANEOUS

Section 3.1           Transfers Intended as Sale; Security Interest.

(a)          Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales and contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. The sale and contribution of the Exchange Note shall be reflected on the Depositor’s balance sheet and other financial statements as a sale and contribution of assets by the Depositor. The sale and contribution by the Depositor of the Exchange Note hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Depositor, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Depositor are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectibility of underlying indebtedness, and therefore are intended to be consistent with warranties ordinarily given by a seller of goods under Article 2 of the UCC.

(b)          Notwithstanding the foregoing, in the event that the Exchange Note is held to be property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Exchange Note, then it is intended that:

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(i)          This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction;

(ii)         The conveyance provided for in Section 2.1 shall be deemed to be a grant by the Depositor to the Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Exchange Note, to secure the performance of the obligations of the Depositor hereunder;

(iii)        The possession by the Buyer or its agent of the Exchange Note shall be deemed to be “possession by the secured party” or possession by the purchaser or a Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and

(iv)        Notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Buyer for the purpose of perfecting such security interest under Applicable Law.

Section 3.2           Specific Performance. Either party may enforce specific performance of this Agreement.

Section 3.3           Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication or electronic mail) and shall be personally delivered or sent by certified mail, postage prepaid, or by facsimile or by electronic mail (if designated by a party to the other parties), to the intended party at the address, facsimile number or electronic mail address of such party set forth under its name on the signature pages hereof or at such other address, facsimile number or electronic mail address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective (a) if personally delivered or sent by electronic mail, when received, (b) if sent by certified mail, three Business Days after having been deposited in the mail, postage prepaid, (c) if sent by overnight courier, one Business Day after having been given to such courier, and (d) if transmitted by facsimile, when sent, receipt confirmed by telephone or electronic means. Notwithstanding the foregoing, with the consent of the appropriate party to this Agreement, the obligations of World Omni and any Affiliate of World Omni to deliver or provide any demand, delivery, notice, communication or instruction to such party other than a Noteholder shall be satisfied by World Omni or such Affiliate, as the case may be, making such demand, delivery, notice, communication or instruction available at https://via.intralinks.com/, or such other website or distribution service or provider as World Omni or such Affiliate, as applicable, shall designate by written notice to the other parties hereto.

Section 3.4           CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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Section 3.5           Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 3.6           Amendment.

(a)          Any term or provision of this Agreement may be amended by the Depositor without the consent of the Indenture Trustee, any Noteholder or the Buyer; provided that (i) any amendment that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Controlling Class and (ii) any amendment that materially and adversely affects the interests of the Certificateholders, the Indenture Trustee or the Buyer shall require the prior written consent of the Persons whose interests are materially and adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment. The consent of the Certificateholders or the Buyer shall be deemed to have been given if the Closed-End Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given.

(b)          Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the aggregate outstanding principal amount of the Outstanding Notes, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the aggregate outstanding principal amount of the Outstanding Notes which were required to consent to such matter before giving effect to such amendment.

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

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

(e)          Prior to the execution of any amendment to this Agreement, the Depositor shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Depositor shall furnish a copy of such amendment to each Rating Agency, the Issuing Entity, the Owner Trustee, and the Indenture Trustee.

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(f)          Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Section 3.7           Waivers. No failure or delay on the part of the Buyer, the Closed-End Servicer, the Depositor or the Indenture Trustee in exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Buyer or the Depositor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Buyer under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Section 3.8           Entire Agreement. The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior oral or written understandings. There are no unwritten agreements among the parties.

Section 3.9           Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Section 3.10         Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Buyer and the Depositor and their respective successors and permitted assigns. The Depositor may not assign any of its rights hereunder or any interest herein without the prior written consent of the Buyer, except as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.

Section 3.11         Acknowledgment and Agreement. By execution below, the Depositor expressly acknowledges and consents to the pledge of the Exchange Note and the assignment of all rights and obligations of the Depositor related thereto by the Buyer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Depositor hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Buyer under this Agreement.

Section 3.12         No Waiver; Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

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Section 3.13         Nonpetition Covenant. With respect to each Bankruptcy Remote Party, each party hereto (and each holder and pledgee of the Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof) agrees that, prior to the date which is one year and one day after payment in full of all obligations under each Financing (i) no party hereto shall authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. Each of the parties hereto agrees that, prior to the date which is one year and one day after the payment in full of all obligations under each Financing, it will not institute against, or join any other Person in instituting against, any Bankruptcy Remote Party an action in bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of the United States or any State of the United States.

Section 3.14         Each Exchange Note Separate; Assignees of the Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (a) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (i) the Exchange Note or the related 2018-B Reference Pool shall be enforceable against such Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool or any Unencumbered Reference Pool and (ii) any Other Exchange Note, any Other Reference Pool, the Warehouse Facility Pool or any Unencumbered Reference Pool shall be enforceable against such Other Exchange Note, Other Reference Pools, the Warehouse Facility Pool or Unencumbered Reference Pool only, as applicable, and not against the Exchange Note or any Closed-End Units included in the 2018-B Reference Pool, (c) except to the extent required by law, the Closed-End Units included in the Warehouse Facility Pool, Closed-End Units included in any Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any Other Exchange Note (other than the Exchange Note transferred hereunder which is related to the 2018-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Exchange Note in respect of such claim, (d) no creditor or holder of a claim relating to (i) the Exchange Note or the related 2018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note or the assets allocated thereto, and (ii) any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note other than the Exchange Note related to the 2018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2018-B Reference Pool, and (e) any purchaser, assignee or pledgee of an interest in the 2018-B Reference Pool or, the Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

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Section 3.15         Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

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

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

(c)          agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 3.3 of this Agreement;

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

(e)          to the extent permitted by applicable law, waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

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Section 3.16         Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the Issuing Entity, 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 the Issuing Entity is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) U.S. Bank Trust National Association has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any other related documents.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

WORLD OMNI AUTO LEASING LLC
By:	/s/ Bryan Romano
	Name:	Bryan Romano
	Title:	Assistant Treasurer
Address:
190 Jim Moran Blvd. Deerfield Beach, Florida 33442
Telephone:		(954) 429-2900
Telecopy:		(954) 429-2685
WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B
By:	U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee
By:	/s/ Christopher J. Nuxoll
	Name:	Christopher J. Nuxoll
	Title:	Vice President
Address:
190 South LaSalle Street, 7th Floor Chicago, Illinois 60603 Telephone: (312) 332-7490 Telecopy: (866) 807-8670 Email: christopher.nuxoll@usbank.com

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in the Exchange Note Transfer Agreement, the Depositor hereby represents, warrants, and covenants to the Buyer as follows on the Closing Date:

1.          The Exchange Note Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Exchange Note in favor of the Buyer, which security interest is prior to all other Adverse Claims and is enforceable as such as against creditors of and purchasers from the Depositor.

2.          The Exchange Note constitutes a “general intangible,” “instrument,” “certificated security,” or “tangible chattel paper,” within the meaning of the applicable UCC.

3.          The Depositor owns and has good and marketable title to the Exchange Note free and clear of any Adverse Claim, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Adverse Claim attaches is not impaired during the pendency of such proceeding.

4.          The Depositor has received all consents and approvals to the sale of the Exchange Note hereunder to the Buyer required by the terms of the Exchange Note to the extent that it constitutes an instrument or a payment intangible.

5.          The Depositor has received all consents and approvals required by the terms of the Exchange Note, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Buyer of its interest and rights in the Exchange Note hereunder.

6.          The Depositor has caused or will have caused, within ten days after the effective date of the Exchange Note Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the Exchange Note from the Depositor to the Buyer and the security interest in the Exchange Note granted to the Buyer hereunder.

7.          To the extent that the Exchange Note constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Buyer.

Sch I-1

8.          Other than the transfer of the Exchange Note from ALF LLC to the Depositor under the Exchange Note Sale Agreement and from the Depositor to the Buyer under the Exchange Note Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Exchange Note. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the Exchange Note other than any financing statement relating to any security interest granted pursuant to the Transaction Documents or that has been terminated.

9.          No instrument or tangible chattel paper that constitutes or evidences the Exchange Note has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Sch I-2

EX-10.3

Exhibit 10.3

WORLD OMNI LT

2018-B EXCHANGE NOTE SUPPLEMENT TO COLLATERAL AGENCY AGREEMENT

WORLD OMNI LT,
As Borrower,

AUTO LEASE FINANCE LLC,
As Initial Beneficiary,

AL HOLDING CORP.,
As Closed-End Collateral Agent,

U.S. BANK NATIONAL ASSOCIATION,
As Closed-End Administrative Agent

Dated as of September 19, 2018

Table of Contents

		Page
ARTICLE XII DEFINITIONS; THIRD-PARTY BENEFICIARIES		2
Section 12.1	Definitions	2
Section 12.2	Third-Party Beneficiaries	2
ARTICLE XIII DESIGNATION OF THE REFERENCE POOL AND EXCHANGE NOTE TERMS		3
Section 13.1	Designation of the Reference Pool	3
Section 13.2	Closed-End Exchange Note Terms	3
Section 13.3	Form	5
Section 13.4	Access to Records	6
Section 13.5	Dispute Resolution	6
ARTICLE XIV REPRESENTATIONS AND WARRANTIES		6
Section 14.1	Existence and Power	6
Section 14.2	Authorization and No Contravention	6
Section 14.3	No Consent Required	6
Section 14.4	Binding Effect	6
Section 14.5	No Proceedings	6
ARTICLE XV MISCELLANEOUS PROVISIONS		7
Section 15.1	Filings	7
Section 15.2	Amendments	7
Section 15.3	Governing Law	7
Section 15.4	Notices	8
Section 15.5	Severability of Provisions	8
Section 15.6	Effect of Exchange Note Supplement on Collateral Agency Agreement	8
Section 15.7	No Petition	8
Section 15.8	Tax Matters	9
Section 15.9	Entire Agreement	9
Section 15.10	Submission to Jurisdiction; Waiver of Jury Trial	9
Section 15.11	No Recourse	10

SCHEDULE 1	Description of Closed-End Units Allocated to 2018-B Reference Pool
EXHIBIT A	Form of Exchange Note

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2018-B EXCHANGE NOTE SUPPLEMENT TO COLLATERAL AGENCY AGREEMENT

THIS 2018-B EXCHANGE NOTE SUPPLEMENT TO COLLATERAL AGENCY AGREEMENT (as amended, modified or supplemented from time to time, the "Exchange Note Supplement"), dated and effective as of September 19, 2018, is among World Omni LT, a Delaware statutory trust (the "Borrower" or the "Titling Trust"), Auto Lease Finance LLC, a Delaware limited liability company ("ALF" or the "Initial Beneficiary"), AL Holding Corp., a Delaware corporation (the "Closed-End Collateral Agent"), and U.S. Bank National Association, a national banking association (the "Closed-End Administrative Agent").

RECITALS

A.           The Borrower, the Initial Beneficiary, the Closed-End Collateral Agent, Bank of America, N.A., a national banking association (the "Deal Agent"), and the Closed-End Administrative Agent have entered into that certain Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (as modified, supplemented or amended from time to time, the "Collateral Agency Agreement") pursuant to which, among other things, the Initial Beneficiary of the Borrower will have the right, subject to certain conditions and limitations set forth therein, (i) to purchase from the Warehouse Facility Lenders ratable portions of the Advances made by such Lenders under the respective Warehouse Facilities, (ii) to make Initial Beneficiary Advances to the Borrower, and (iii) following such purchase or Initial Beneficiary Advance, 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 the Initial Beneficiary and allocated to a separate Reference Pool.

B.           The parties hereto desire to supplement the terms of the Collateral Agency Agreement (i) to set forth the principal terms of the 2018-B closed-end exchange note (the "Closed-End Exchange Note") issued hereunder and (ii) to designate a portion of the Closed-End Units included in the Warehouse Facility Pool or any Unencumbered Reference Pool as the 2018-B Reference Pool with respect to such Closed-End Exchange Note.

C.           Concurrently herewith, (i) ALF and World Omni Auto Leasing LLC, a Delaware limited liability company (the "Depositor"), are entering into an Exchange Note Sale Agreement, pursuant to which the Depositor will purchase the Closed-End Exchange Note and (ii) the Depositor and World Omni Automobile Lease Securitization Trust 2018-B (the "Issuing Entity"), are entering into an Exchange Note Transfer Agreement, pursuant to which the Depositor will transfer the Closed-End Exchange Note to the Issuing Entity.

D.           Concurrently herewith, the Issuing Entity is entering into an asset-backed financing transaction pursuant to, among other agreements, an Indenture dated as of the date hereof (the "Indenture") between the Issuing Entity and MUFG Union Bank, N.A., as indenture trustee (the "Indenture Trustee"), pursuant to which, among other things, the Issuing Entity will pledge certain of its assets and grant a security interest in such assets, including the Closed-End Exchange Note.

E.           Also concurrently herewith, the Titling Trust, the Servicer and the Closed-End Collateral Agent are entering into that certain 2018-B Servicing Supplement to Closed-End Servicing Agreement (as amended, modified or supplemented from time to time, the "Servicing Supplement") pursuant to which, among other things, the terms of the Fifth Amended and Restated Closed-End Servicing Agreement, dated as of December 15, 2009 (as modified, supplemented or amended from time to time, the "Closed-End Servicing Agreement") will be supplemented insofar as they apply to the Closed-End Units included in the 2018-B Reference Pool, providing more specific servicing obligations.

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

ARTICLE XII
DEFINITIONS; THIRD-PARTY BENEFICIARIES

Section 12.1         Definitions.

For all purposes of this Exchange Note Supplement, except as otherwise expressly provided or unless the context otherwise requires, (a) unless otherwise defined herein, all capitalized terms used herein shall have the meanings attributed to them in the Collateral Agency Agreement or in Appendix A to the Collateral Agency Agreement, (b) all capitalized terms used herein which are not defined herein or in the Collateral Agency Agreement (including Appendix A thereto) and which are defined in the Titling Trust Agreement shall have the meanings attributed to them by the Titling Trust Agreement, (c) all capitalized terms used herein which are not defined herein, in the Collateral Agency Agreement (including Appendix A thereto) or the Titling Trust Agreement and which are defined in the Indenture (as defined below) shall have the meanings attributed to them by the Indenture, (d) all references to words such as "herein," "hereof" and the like shall refer to this Exchange Note Supplement as a whole and not to any particular article or section within this Exchange Note Supplement, (e) the term "include" and all variations thereon shall mean "include without limitation," and (f) the term "or" shall include "and/or".

Section 12.2         Third-Party Beneficiaries.

The holder and pledgees of the Closed-End Exchange Note (including the Issuing Entity and the Indenture Trustee), and their respective successors, permitted assigns and pledgees, are third-party beneficiaries of the Collateral Agency Agreement and this Exchange Note Supplement.

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ARTICLE XIII
DESIGNATION OF THE REFERENCE POOL AND EXCHANGE NOTE TERMS

Section 13.1         Designation of the Reference Pool.

(a)          Pursuant to Section 6.2(a) of the Collateral Agency Agreement and subject to the conditions set forth in Section 13.1(b), the Initial Beneficiary hereby designates a portion of the Closed-End Units included in the Revolving Pool for allocation to a new Reference Pool, referred to as the "2018-B Reference Pool," within the Closed-End Collateral Specified Interest. Upon the effectiveness of this Exchange Note Supplement, the Initial Beneficiary shall direct the Titling Trustee and the Closed-End Collateral Agent to allocate or cause to be identified and allocated on their respective books and records the "2018-B Reference Pool," to be separately accounted for and held in trust independently from any other Asset Pool. Such Reference Pool shall initially include the Closed-End Units identified on Schedule 1 to this Exchange Note Supplement, which Closed-End Units shall belong exclusively to the 2018-B Reference Pool, and all other Titling Trust Assets to the extent related to such Closed-End Units (other than cash which does not constitute Closed-End Collections received after the Cut-Off Date, as specified in Section 13.2(a)(iii)); provided, that, any Closed-End Collections received on or prior to the Cut-Off Date for any such Closed-End Units identified on Schedule 1 shall not be allocated to the 2018-B Reference Pool.

(b)          Designation of the 2018-B Reference Pool shall be subject to the satisfaction of each of the conditions precedent set forth in Section 6.4 of the Collateral Agency Agreement, unless and to the extent waived by the Deal Agent, with the consent of each Warehouse Facility Lender.

Section 13.2         Closed-End Exchange Note Terms.

(a)          The terms of the Closed-End Exchange Note are as follows:

(i)          the Closed-End Exchange Note shall be issued on September 19, 2018;

(ii)         the initial Exchange Note Balance of the Closed-End Exchange Note is equal to $894,456,047.10;

(iii)        the Cut-Off Date for the 2018-B Reference Pool is the close of business on August 1, 2018;

(iv)        the first Closed-End Exchange Note Payment Date for the Closed-End Exchange Note is October 15, 2018, and thereafter, the 15th day of each calendar month or, if such day is not a Business Day, the next Business Day;

(v)         the Exchange Note Interest Rate for the Closed-End Exchange Note is 3.43% per annum (computed on the basis of a 360-day year of twelve 30-day months);

(vi)        the Interest Period with respect to the Closed-End Exchange Note shall be, with respect to any Closed-End Exchange Note Payment Date, the period from and including September 19, 2018 (in the case of the first Payment Date) or from and including the most recent Closed-End Exchange Note Payment Date to but excluding such Closed-End Exchange Note Payment Date;

(vii)       the initial Securitization Value of the Closed-End Units included in the 2018-B Reference Pool is equal to $936,560,471.00 and thereafter, the applicable Exchange Note Principal Payment Amount shall be calculated pursuant to Section 13.2(b)(iii);

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(viii)      the Final Scheduled Payment Date for the Closed-End Exchange Note is March 15, 2024;

(ix)         the conditions precedent to the issuance of the Closed-End Exchange Note are set forth in Section 6.4 of the Collateral Agency Agreement; and

(x)          the day count fraction shall be 30 (or in the case of the initial Closed-End Exchange Note Payment Date, 26).

(b)          On each Closed-End Exchange Note Payment Date, the Closed-End Administrative Agent shall, with respect to the 2018-B Reference Pool, withdraw from the related Exchange Note Collection Account an amount equal to the Closed-End Collections for the 2018-B Reference Pool and apply such amount, together with any amounts allocated to the 2018-B Reference Pool in accordance with Section 10.2 or Sections 10.3(a) or (b) of the Collateral Agency Agreement, in accordance with the following priorities:

(i)          first, to the Closed-End Servicer, the Reference Pool Servicing Fee for the related Closed-End EN Collection Period (to the extent such Servicing Fee has not been retained by the Closed-End Servicer pursuant to Section 13.5 of the Servicing Supplement 2018-B to Closed-End Servicing Agreement);

(ii)         second, to the Trust Collection Account, the applicable due and unpaid Exchange Note Interest Amount on the Closed-End Exchange Note;

(iii)        third, to the Trust Collection Account, (A) on any Closed-End Exchange Note Payment Date other than the Exchange Note Redemption Date, the Exchange Note Principal Payment Amount due and payable on such Closed-End Exchange Note Payment Date pursuant to the Closed-End Exchange Note, as a payment of principal of the Closed-End Exchange Note by an amount sufficient to reduce the Exchange Note Balance to an amount equal to 94% of the aggregate Securitization Value as of the last day of the related Closed-End EN Collection Period, (B) on the Exchange Note Redemption Date, an amount equal to the Exchange Note Redemption Price (to the extent such amount has not been paid pursuant to clause (ii) above or the Collateral Agency Agreement) or (C) on and after the Final Scheduled Payment Date for the Closed-End Exchange Note, any remaining amount necessary to reduce the Exchange Note Balance on the Closed-End Exchange Note to zero; provided, however, that if an Exchange Note Default has occurred and is continuing and the Closed-End Exchange Note is accelerated pursuant to Section 8.7(c) of the Collateral Agency Agreement, any remaining amount necessary to reduce the Exchange Note Balance on the Closed-End Exchange Note to zero, including all accrued and unpaid interest on the Closed-End Exchange Note;

(iv)        fourth, 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 (i) through (x) in Section 8.4(a) of the Indenture on the related Closed-End Exchange Note Payment Date (the "Trust Collection Account Shortfall Amount"); and

(v)         fifth, all remaining funds, to be applied at the direction of the Initial Beneficiary to the Trust Collection Account.

4

(c)          Pursuant to Section 8.8(a)(ii)(z) of the Collateral Agency Agreement, an amount equal to the Net Liquidation Proceeds of the Closed-End Units included in the 2018-B Reference Pool after an Exchange Note Default occurs and is continuing with respect to the Closed-End Exchange Note will be applied in accordance with the following priorities:

(i)          first, to the Closed-End Collateral Agent, any amounts due with respect to the Closed-End Exchange Note or the related 2018-B Reference Pool under Section 5.2(b) of the Closed-End Servicing Agreement or Section 13.2(b) of this Exchange Note Supplement;

(ii)         second, to the Closed-End Administrative Agent, any amounts due with respect to the Closed-End Exchange Note or the related 2018-B Reference Pool under Section 5.2(b) of the Closed-End Servicing Agreement or Section 13.2(b) of this Exchange Note Supplement; and

(iii)        third, to make the payments described in clauses (i) through (v) in Section 13.2(b) of this Exchange Note Supplement with respect to the 2018-B Reference Pool.

(d)          Pursuant to Section 6.8 of the Collateral Agency Agreement, the Closed-End Exchange Note is subject to redemption and cancellation in whole, but not in part, in connection with an Optional Redemption by the Closed-End Servicer pursuant to the Closed-End Servicing Agreement or by the Titling Trust at the request of the Exchange Noteholder by written notice (the "Notice of Redemption") to the Borrower, the Closed-End Servicer, the Closed-End Collateral Agent and the Closed-End Administrative Agent. The Exchange Note Redemption Date shall occur on the first Closed-End Exchange Note Payment Date following the date of the Notice of Redemption. The Exchange Note Redemption Price shall be equal to the Exchange Note Purchase Price (as defined in the Exchange Note Servicing Supplement). The Closed-End Exchange Note shall, following the Notice of Redemption, on the Exchange Note Redemption Date cease to be Outstanding for purposes of this Exchange Note Supplement and shall thereafter represent only the right to receive the applicable Exchange Note Redemption Price and the Trust Collection Account Shortfall Amount, if any. Unless the Titling Trust shall default in the payment of such Exchange Note Redemption Price, no interest shall accrue on such Exchange Note Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Exchange Note Redemption Price.

(e)          The Initial Beneficiary hereby releases and discharges the Deal Agent and the Warehouse Facility Secured Parties of all claims, actions, suits, choses in action and controversies that it may have under Applicable Laws with respect to the Securities Act or the Exchange Act in connection with the Titling Trust's issuance of the Closed-End Exchange Note.

Section 13.3         Form. The Exchange Note, together with the Closed-End Administrative Agent's certificate of authentication, shall be in substantially the form set forth as Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Exchange Note Supplement or the Collateral Agency Agreement, as applicable, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Exchange Note, as evidenced by their execution of such Exchange Note. Any portion of the text of any Exchange Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of such Exchange Note.

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Section 13.4         Access to Records. The Titling Trust authorizes the Closed-End Servicer to provide the Asset Representations Reviewer access to the Titling Trust's records and documents related to the Units that are maintained by the Closed-End Servicer in such cases where the Asset Representations Reviewer is required to conduct a Review. Access shall be afforded without charge, but only upon reasonable request and during the normal business hours at the offices of the Closed-End Servicer. Nothing in this Section 13.4 shall affect the obligation of the Titling Trust and the Closed-End Servicer to observe any applicable law prohibiting disclosure of information regarding the Closed-End Obligors and the failure of the Titling Trust and the Closed-End Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section 13.4.

Section 13.5         Dispute Resolution. The Titling Trust agrees to cooperate with the Issuing Entity and the Indenture Trustee in any dispute resolution proceeding pursuant to Section 2.3(d) of the Exchange Note Sale Agreement.

ARTICLE XIV
REPRESENTATIONS AND WARRANTIES

Each party hereto represents and warrants, as to itself, to the other parties hereto as follows:

Section 14.1         Existence and Power. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and has all power and authority required to carry on its business as it is now conducted.

Section 14.2         Authorization and No Contravention. Its execution, delivery and performance of this Exchange Note Supplement (i) have been duly authorized by all necessary action and (ii) do not violate or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational instruments or (C) any agreement, contract, order or other instrument to which it is a party or its property is subject and (iii) will not result in any Adverse Claim on any Closed-End Unit or Closed-End Collections.

Section 14.3         No Consent Required. No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection with its execution, delivery and performance of this Exchange Note Supplement, other than UCC filings and other than approvals and authorizations that have previously been obtained and filings which have previously been made.

Section 14.4         Binding Effect. This Exchange Note Supplement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally and subject to general principles of equity.

Section 14.5         No Proceedings. There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against it which, either in any one instance or in the aggregate, would render invalid this Exchange Note Supplement or the Closed-End Exchange Note issued hereunder.

6

ARTICLE XV
MISCELLANEOUS PROVISIONS

Section 15.1         Filings.

(a)          The parties hereto will undertake all other and future actions and activities as may be required by the Closed-End Servicer (pursuant to the Servicing Supplement) or by the Closed-End Collateral Agent (pursuant to the Collateral Agency Agreement and the Security Agreement) to perfect (or evidence) and confirm the foregoing identification and allocation of the Closed-End Units to the 2018-B Reference Pool.

Section 15.2         Amendments.

(a)          Any term or provision of this Exchange Note Supplement may be amended by the parties hereto without the consent of the Exchange Noteholder or any other Person; provided that so long as the Closed-End Exchange Note remains Outstanding, no amendment to this Exchange Note Supplement shall reduce the Exchange Note Interest Rate or the Exchange Note Principal Payment Amount of the Closed-End Exchange Note, or delay the Final Scheduled Payment Date of the Closed-End Exchange Note, or materially and adversely affect the interests of the Exchange Noteholder, without the consent of the Exchange Noteholder.

(b)          Notwithstanding anything herein to the contrary (but subject to Section 9.5 of the Collateral Agency Agreement), any term or provision of this Exchange Note Supplement may be amended by the parties hereto without the consent of the Exchange Noteholder or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect).

(c)          It shall not be necessary for the consent of any Person pursuant to this Section 15.2 for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(d)          No later than 10 Business Days after the execution of any amendment to this Exchange Note Supplement, the Initial Beneficiary shall furnish a copy of such amendment to the Exchange Noteholder, the Titling Trustee, the Closed-End Collateral Agent, the Issuing Entity and the Indenture Trustee.

Section 15.3         Governing Law.

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

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Section 15.4         Notices.

Any and all notices and other communications provided for under this Exchange Note Supplement shall, unless otherwise stated herein, be delivered in accordance with, and shall be deemed delivered in accordance with, the Notice Requirements, which are incorporated into this Exchange Note Supplement or by electronic mail (if designated by a party to the other parties); provided, with the consent of the appropriate party to this Agreement, that the obligations of World Omni and any Affiliate of World Omni to deliver or provide any demand, delivery, notice, communication or instruction to such party other than a Noteholder shall be satisfied by World Omni or such Affiliate, as the case may be, making such demand, delivery, notice, communication or instruction available at https://via.intralinks.com/, or such other website or distribution service or provider as World Omni or such Affiliate, as applicable, shall designate by written notice to the other parties hereto.

Section 15.5         Severability of Provisions.

If any one or more of the covenants, agreements, provisions or terms of this Exchange Note Supplement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Exchange Note Supplement and shall in no way affect the validity or enforceability of the other provisions of this Exchange Note Supplement or of the Closed-End Exchange Note issued hereunder or the rights of the Exchange Noteholder. To the extent permitted by law, the parties hereto waive any provision of law that renders any provision of this Exchange Note Supplement invalid or unenforceable in any respect.

Section 15.6         Effect of Exchange Note Supplement on Collateral Agency Agreement.

Except as otherwise specifically provided herein: (i) the parties shall continue to be bound by all provisions of the Collateral Agency Agreement; and (ii) the provisions set forth herein shall operate either as additions to or modifications of the obligations of the parties under the Collateral Agency Agreement, as the context may require. In the event of any conflict between the provisions of this Exchange Note Supplement and the Collateral Agency Agreement with respect to the Closed-End Exchange Note issued hereunder, the provisions of this Exchange Note Supplement shall prevail.

Section 15.7         No Petition.

Each of the Closed-End Administrative Agent, the Closed-End Collateral Agent and the holder and pledgee of the Closed-End Exchange Note, by virtue of its acceptance of the Closed-End Exchange Note or pledge thereof, 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 the Closed-End Exchange Note, it will not institute against any Bankruptcy Remote Party, or join in any institution against such Bankruptcy Remote Party 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 Exchange Note Supplement.

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Section 15.8         Tax Matters.

Each of the parties hereto (and the holder or pledgee of the Closed-End Exchange Note, by virtue of its acceptance of the Closed-End Exchange Note or pledge thereof) agrees that for federal, state and local income, franchise and/or value added tax purposes it shall not treat this Exchange Note Supplement as creating or constituting a trust, partnership, association taxable as a corporation or any other type of separate entity (and will report for such purposes in a consistent manner therewith).

Section 15.9         Entire Agreement.

THIS EXCHANGE NOTE SUPPLEMENT AND THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

Section 15.10         Submission to Jurisdiction; Waiver of Jury Trial.

Each of the parties hereto hereby irrevocably and unconditionally:

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

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

(c)          agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 15.4 of this Exchange Note Supplement;

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

(e)          to the extent permitted by applicable law, waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Exchange Note Supplement.

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Section 15.11         No Recourse.

It is expressly understood and agreed by the parties hereto that (a) this Exchange Note Supplement 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 is made and intended not as 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 Exchange Note Supplement, the Collateral Agency Agreement, or any other related documents.

[SIGNATURES ON NEXT PAGE]

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

WORLD OMNI LT, as Borrower
By:	VT INC., not in its individual capacity, but solely as Titling Trustee
By:	/s/ Christopher J. Nuxoll
	Name Christopher J. Nuxoll
	Title: Vice President
AUTO LEASE FINANCE LLC, as Initial Beneficiary
By:	/s/ Bryan Romano
	Name Bryan Romano
	Title: Assistant Treasurer
AL HOLDING CORP., as Closed-End Collateral Agent
By:	/s/ Albert J. Fioravanti
	Name Albert J. Fioravanti
	Title: President
U.S. BANK NATIONAL ASSOCIATION, as Closed-End Administrative Agent
By:	/s/ Christopher J. Nuxoll
	Name Christopher J. Nuxoll
	Title: Vice President

Schedule 1
2018-B Exchange Note Supplement

DESCRIPTION OF CLOSED-END UNITS ALLOCATED TO 2018-B REFERENCE POOL

Delivered Electronically to Titling Trustee and Closed-End Collateral Agent

and on file at:

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654

Sch. 1

EXHIBIT A

FORM OF EXCHANGE NOTE

2018-B CLOSED-END EXCHANGE NOTE

THIS 2018-B 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 2018-B CLOSED-END EXCHANGE NOTE, AGREES THAT THIS 2018-B 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 2018-B 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 2018-B 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 2018-B 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 2018-B CLOSED-END EXCHANGE NOTE THROUGHOUT THE PERIOD THAT IT HOLDS THE 2018-B 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 2018-B 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.

Ex. A-1

NEITHER THIS 2018-B 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 2018-B 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 2018-B CLOSED-END EXCHANGE NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS 2018-B CLOSED-END EXCHANGE NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

Ex. A-2

REGISTERED

$894,456,047.10

No. 1

3.43% 2018-B CLOSED-END EXCHANGE NOTE

WORLD OMNI LT, as borrower (the "Borrower"), for value received, hereby promises to pay to AUTO LEASE FINANCE LLC, and its registered assigns, the registered holder from time to time of this 2018-B Closed-End Exchange Note (the "2018-B Exchange Noteholder"), the principal sum of EIGHT HUNDRED NINETY FOUR MILLION FOUR HUNDRED FIFTY SIX THOUSAND FORTY SEVEN AND 10/100 DOLLARS (U.S. $894,456,047.10) 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 13.2 of the 2018-B Closed-End Exchange Note Supplement (or such other date as specified therein); provided, however, that (i) the entire unpaid principal amount of this Note will be due and payable on March 15, 2024 (the "2018-B Final Scheduled Payment Date") and (ii) this 2018-B Closed-End Exchange Note (this "Note") may be redeemed earlier than the 2018-B Final Scheduled Payment Date pursuant to Section 15.1 of the 2018-B Servicing Supplement, dated as of September 19, 2018, among World Omni Financial Corp., as servicer (the "Closed-End Servicer"), the Closed-End Collateral Agent (as defined below), and the Borrower (the "2018-B 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 2018-B Closed-End Exchange Note Supplement, dated as of September 19, 2018, between the Borrower and Auto Lease Finance LLC, as initial beneficiary (the "Initial Beneficiary"), (the "2018-B 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 2018-B 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 2018-B 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 2018-B 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 13.2 of the 2018-B Closed-End Exchange Note Supplement. Such principal of and interest on this Note will be paid in the manner specified on the reverse hereof.

Ex. A-3

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 2018-B 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.

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]

Ex. A-4

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: _________, 20__

WORLD OMNI LT,
as Borrower
By:	VT INC.,
	as Titling Trustee
By:
	Name:
	Title:

ADMINISTRATIVE AGENT'S CERTIFICATE OF AUTHENTICATION

This is the 2018-B Closed-End Exchange Note designated above and referred to in the within-mentioned 2018-B Closed-End Exchange Note Supplement.

Date: _________, 20__

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Closed-End Administrative Agent
By:
	Authorized Officer

Ex. A-5

REVERSE OF 2018-B 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 13.2 of the 2018-B Closed-End Exchange Note Supplement.

Principal of this Note will be payable on each Closed-End Exchange Note Payment Date (or such other date as specified in Section 13.2 of the 2018-B Closed-End Exchange Note Supplement) in an amount equal to the 2018-B Closed-End Exchange Note Principal Distribution Amount for such Closed-End Exchange Note Payment Date. "Closed-End Exchange Note Payment Date" means the 15th day of each calendar month or, if any such day is not a Business Day, the next Business Day, commencing October 15, 2018.

As described on the face hereof, the entire unpaid principal amount of this Note will be due and payable on the 2018-B 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 2018-B 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 2018-B Exchange Noteholder or an account designated by the 2018-B Exchange Noteholder at a bank or other entity having appropriate facilities therefor if such 2018-B 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 2018-B 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 2018-B Closed-End Exchange Note on a Closed-End Exchange Note Payment Date or the 2018-B 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 2018-B 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 2018-B 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.

Ex. A-6

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 2018-B Exchange Noteholder hereof or the 2018-B 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 2018-B 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 2018-B Exchange Noteholder, by accepting this Note acknowledges and agrees that (i) if an Exchange Note Default occurs, any claim that the 2018-B 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 2018-B Reference Pool, (ii) if, notwithstanding clause (i), the 2018-B 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 2018-B 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 and (iii) it 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 it may have at any time against any Other Assets.

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.

Ex. A-7

In addition, the 2018-B 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 2018-B 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 2018-B Closed-End Exchange Note Supplement or any of the other 2018-B Basic Documents.

The Borrower has entered into the 2018-B 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 2018-B Exchange Noteholder, by its acceptance of this Note, will be deemed to agree to treat this 2018-B 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 2018-B 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 2018-B Exchange Noteholder will be required as a condition to the effectiveness of such amendment. Any such consent by the 2018-B Exchange Noteholder will be conclusive and binding upon the 2018-B Exchange Noteholder and upon all future holders of this Note and of any 2018-B 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 2018-B 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.

Ex. A-8

THIS 2018-B CLOSED-END EXCHANGE NOTE, THE COLLATERAL AGENCY AGREEMENT AND THE 2018-B 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]

Ex. A-9

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 2018-B Closed-End Exchange Note and all rights thereunder, and hereby irrevocably constitutes and appoints ________________, attorney, to transfer said 2018-B Closed-End Exchange Note on the books kept for registration thereof, with full power of substitution in the premises.

Date:

Signature Guaranteed

Ex. A-10

EX-10.4

Exhibit 10.4

World Omni Financial Corp.,

as Servicer

World Omni LT,

as Titling Trust

and

AL Holding Corp.,
as Closed-End Collateral Agent

Exchange Note Servicing Supplement 2018-B TO
CLOSED-END SERVICING AGREEMENT

Dated as of September 19, 2018

Table of Contents

		Page
Article XI DEFINITIONS		2
SECTION 11.1	DEFINITIONS	2
Article XII REPRESENTATIONS AND WARRANTIES OF THE SERVICER		2
SECTION 12.1	EXISTENCE AND POWER	2
SECTION 12.2	AUTHORIZATION AND NO CONTRAVENTION	3
SECTION 12.3	NO CONSENT REQUIRED	3
SECTION 12.4	BINDING EFFECT	3
SECTION 12.5	ACCURACY OF INFORMATION	3
SECTION 12.6	NO PROCEEDINGS	3
Article XIII SPECIFIC REQUIREMENTS FOR  ADMINISTRATION AND SERVICING OF THE  REFERENCE POOL		3
SECTION 13.1	APPOINTMENT OF THE SERVICER	3
SECTION 13.2	SERVICER BOUND BY CLOSED-END SERVICING AGREEMENT	4
SECTION 13.3	APPLICATION OF PROCEEDS	5
SECTION 13.4	SERVICER CERTIFICATE	6
SECTION 13.5	SERVICER FEE	6
SECTION 13.6	INSURANCE LAPSES; REPAIRS	6
SECTION 13.7	LICENSING OF TITLING TRUST	6
SECTION 13.8	COMMUNICATION BETWEEN NOTEHOLDERS	6
SECTION 13.9	PAYMENT OF FEES AND EXPENSES	6
SECTION 13.10	ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS’ SERVICING REPORT	7
SECTION 13.11	ANNUAL OFFICER’S CERTIFICATE	7
SECTION 13.12	POSTMATURITY TERM EXTENSION	8
SECTION 13.13	INSURANCE POLICIES; ADDITIONAL INSUREDS	8
SECTION 13.14	SECURITY DEPOSITS	8
Article XIV TERMINATION OF THE SERVICER		8
SECTION 14.1	TERMINATION OF THE SERVICER AS TO THE SERIES 2018-B REFERENCE POOL	8
SECTION 14.2	NO EFFECT ON OTHER PARTIES	9
Article XV OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE		10
SECTION 15.1	OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE	10
Article XVI MISCELLANEOUS		10
SECTION 16.1	AMENDMENT	10
SECTION 16.2	GOVERNING LAW	11
SECTION 16.3	NOTICES	12

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

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Exchange Note Servicing Supplement 2018-B TO
CLOSED-END SERVICING AGREEMENT

THIS Exchange Note Servicing Supplement 2018-B TO CLOSED-END SERVICING AGREEMENT (as amended, modified or supplemented from time to time, the “Exchange Note Servicing Supplement”), dated as of September 19, 2018, is among (i) WORLD OMNI FINANCIAL CORP., a Florida corporation (“World Omni”), as servicer (in such capacity, the “Servicer”), (ii) WORLD OMNI LT, a Delaware statutory trust (the “Titling Trust”) and (iii) AL HOLDING CORP., a Delaware corporation, as collateral agent (“ALHC” or the “Closed-End Collateral Agent”).

RECITALS

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

2.          The Titling Trust, as Borrower, the Closed-End Collateral Agent, Bank of America, N.A., as Deal Agent, U.S. Bank National Association, as Closed-End Administrative Agent, and the other Secured Parties named therein entered into a Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (as amended, modified or supplemented from time to time, the “Collateral Agency Agreement”).

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

4.          Concurrently herewith, World Omni Auto Leasing LLC (the “Depositor”) will purchase the Exchange Note, which represents the 2018-B Reference Pool, from the Initial Beneficiary and World Omni Automobile Lease Securitization Trust 2018-B, a Delaware statutory trust (the “Issuing Entity”), will purchase the Exchange Note, which represents the 2018-B Reference Pool, from the Depositor. The Issuing Entity is expected to fund such purchase from proceeds of the issuance of the Notes and Certificates.

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

6.          Concurrently herewith, the Titling Trust, the Closed-End Collateral Agent, the Closed-End Administrative Agent, and the other Secured Parties named therein are entering into that certain Exchange Note Supplement 2018-B to the Collateral Agency Agreement (as amended, modified or supplemented from time to time, the “Exchange Note Supplement”) to supplement the terms of the Collateral Agency Agreement (i) to cause the Titling Trustee to identify and allocate Titling Trust Assets to a particular Reference Pool (the “Reference Pool”), which shall consist of Titling Trust Assets which shall constitute Exchange Note Assets, (ii) to create and issue to Auto Lease Finance LLC a Closed-End Exchange Note and (iii) to set forth the terms and conditions thereof.

7.          The Titling Trust desires to retain the Servicer to provide certain services with respect to the 2018-B Reference Pool allocated to the Closed-End Exchange Note owned by the Issuing Entity, and the parties hereto desire, pursuant to this Exchange Note Servicing Supplement, to supplement the terms of the Closed-End Servicing Agreement insofar as they apply to the 2018-B Reference Pool, providing for specific servicing obligations that will benefit the Issuing Entity, as holder of the Closed-End Exchange Note, and the Indenture Trustee, as the pledgee of the Closed-End Exchange Note on behalf of the Noteholders.

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

Article XI
DEFINITIONS

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

Article XII
REPRESENTATIONS AND WARRANTIES OF THE SERVICER

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

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

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SECTION 12.2         AUTHORIZATION AND NO CONTRAVENTION. The execution, delivery and performance by the Servicer of each Transaction Document to which it is a party (i) have been duly authorized by all necessary corporate action and (ii) do not violate or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational instruments or (C) any agreement, contract, order or other instrument to which it is a party or its property is subject and (iii) will not result in any Adverse Claim on any Transaction Unit or Closed-End EN Collected Amounts with respect to the 2018-B Reference Pool or give cause for the acceleration of any indebtedness of the Servicer.

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

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

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

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

Article XIII
SPECIFIC REQUIREMENTS FOR
ADMINISTRATION AND SERVICING OF THE
REFERENCE POOL

SECTION 13.1         APPOINTMENT OF THE SERVICER.

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

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

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

(d)          The Servicer shall account for the Transaction Units allocated to the 2018-B Reference Pool separately from any Other Reference Pool, any Unencumbered Reference Pool and the Warehouse Facility Pool.

SECTION 13.2         SERVICER BOUND BY CLOSED-END SERVICING AGREEMENT.

(a)          The Servicer shall continue to be bound by all provisions of the Closed-End Servicing Agreement with respect to the Transaction Units allocated to the 2018-B Reference Pool, including the provisions of Article VI thereof relating to the administration and servicing of Closed-End Leases; and the provisions set forth herein shall operate either as additions to or modifications of the existing obligations of the Servicer under the Closed-End Servicing Agreement, as the context may require. In the event of any conflict between the provisions of this Exchange Note Servicing Supplement and the Closed-End Servicing Agreement with respect to the Closed-End Exchange Note, the provisions of this Exchange Note Servicing Supplement shall prevail; provided, however, that Section 5.1(d) of the Servicing Agreement shall at all times govern the Required Deposit Amount.

(b)          For purposes of determining the Servicer’s obligations with respect to the servicing of the 2018-B Reference Pool under this Exchange Note Servicing Supplement, general references in the Closed-End Servicing Agreement to: (i) a Reference Pool shall be deemed to refer more specifically to the 2018-B Reference Pool; (ii) an Exchange Note Servicing Supplement shall be deemed to refer more specifically to this Exchange Note Servicing Supplement; and (iii) an Exchange Note Supplement shall be deemed to refer more specifically to the Exchange Note Supplement related to the 2018-B Reference Pool.

(c)          Notwithstanding any other provision of this Exchange Note Servicing Supplement or the Servicing Agreement, including Section 6.7 thereof, the Servicer shall not in connection with any early lease termination program terminate or permit any Closed-End Obligor to terminate any Closed-End Lease and remove the related Closed-End Vehicle from the 2018-B Reference Pool in connection with such termination unless there shall have been deposited into the Exchange Note Collection Account an amount equal to the Securitization Value of such Closed-End Vehicle as of the termination date of such Closed-End Lease, provided, however, that the Servicer may at any time prior to the Maturity Date of a Closed-End Lease, agree to terminate such Closed-End Lease, provided the related Closed-End Obligor has made all remaining scheduled payments with respect to such Closed-End Lease and surrendered the related Closed-End Vehicle.

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SECTION 13.3         APPLICATION OF PROCEEDS.

(a)          Prior to the satisfaction and discharge of the Indenture with respect to the Collateral and subject to the provision of Section 5.1(d) of the Closed-End Servicing Agreement, the Servicer shall deposit an amount equal to all Closed-End Exchange Note Collections received in respect of the 2018-B Reference Pool during any Closed-End EN Collection Period into the Exchange Note Collection Account on or prior to 2:00 p.m., New York City time, on the Business Day immediately preceding the related Closed-End Exchange Note Payment Date; provided, however, that if the Monthly Remittance Condition is not satisfied, the Servicer will be required to deposit an amount equal to all Closed-End Exchange Note Collections into the Exchange Note Collection Account within two Business Days after receipt (including receipt of proper instructions regarding where to allocate such payment), (it being understood that, with respect to Relinquished Vehicle Proceeds, the Servicer shall remit the Relinquished Vehicle Proceeds in accordance with Section 5.1(d) of the Closed-End Servicing Agreement). The “Monthly Remittance Condition” shall be deemed to be satisfied if (i) World Omni is the Servicer, (ii) no Exchange Note Servicer Default has occurred and is continuing, and (iii) World Omni receives notice from the Rating Agencies that the cessation of daily deposits will not result in a reduction or withdrawal of the then current rating of the Notes. Pending deposit into the Exchange Note Collection Account, Closed-End Exchange Note Collections may be used by the Servicer at its own risk and for its own benefit and will not be segregated from its own funds.

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

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

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

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

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

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

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

SECTION 13.9         PAYMENT OF FEES AND EXPENSES. The Servicer shall pay all expenses incurred in connection with the administration and servicing of the 2018-B Reference Pool and the Transaction Units, including, without limitation, expenses incurred by it in connection with its activities hereunder, including fees and disbursements of the Titling Trustee, independent accountants, taxes imposed on the Servicer and any Titling Trustee indemnity claims.

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SECTION 13.10         ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS’ SERVICING REPORT.

(a)          On or before the 90th day following the end of each fiscal year, beginning with the fiscal year ending December 31, 2018, the Servicer shall cause a firm of independent public accountants (who may also render other services to the Servicer, the Depositor or their respective Affiliates) to furnish to the Indenture Trustee, the Servicer (who promptly shall provide the assessment described in this Section 13.10(a) to each Rating Agency) and the Depositor each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer or any affiliate thereof during the related fiscal year delivered by such accountants pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Commission. The obligation to furnish each such report shall be deemed satisfied upon the Servicer making each such report available at https://via.intralinks.com/, or such other website or distribution service or provider as the Servicer shall designate by written notice to the Indenture Trustee and the Depositor.

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

SECTION 13.11         ANNUAL OFFICER’S CERTIFICATE.

(a)          The Servicer will make available to the Rating Agencies, the Issuing Entity and the Indenture Trustee on or before the 90th day following the end of each fiscal year, beginning with the fiscal year ending December 31, 2018, at https://via.intralinks.com/, or such other website or distribution service or provider as the Servicer shall designate by written notice to the Rating Agencies, the Issuing Entity and the Indenture Trustee, an Officers’ Certificate providing such information as is required under Item 1123 of Regulation AB.

(b)          The Servicer will make available to the Issuing Entity and the Indenture Trustee, on or before the 90th day following the end of each fiscal year, beginning with the fiscal year ending December 31, 2018, at https://via.intralinks.com/, or such other website or distribution service or provider as the Servicer shall designate by written notice to the Issuing Entity and the Indenture Trustee, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

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SECTION 13.12         POSTMATURITY TERM EXTENSION. Consistent with its Credit and Collection Policy, the Servicer may, in its discretion, grant a Postmaturity Term Extension with respect to any Closed-End Lease in the 2018-B Reference Pool. If the Servicer grants a Postmaturity Term Extension with respect to a Closed-End Lease in the 2018-B Reference Pool beyond the month immediately preceding the month in which the Final Scheduled Payment Date of the most subordinate class of Notes occurs, then the Servicer shall direct the Titling Trustee to reallocate the Transaction Unit related to such Closed-End Lease from the 2018-B Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool on the Closed-End Exchange Note Payment Date following the beginning of the Closed-End EN Collection Period during which such Postmaturity Term Extension was granted. In consideration for such reallocation, the Servicer shall make a payment to the Issuing Entity equal to the Securitization Value of such Transaction Unit as of the end of the Closed-End EN Collection Period preceding such Closed-End Exchange Note Payment Date by depositing such amount into the Exchange Note Collection Account prior to 2:00 p.m., New York City time, on the Business Day immediately preceding such Closed-End Exchange Note Payment Date. None of the Servicer, the Titling Trustee, the Closed-End Collateral Agent, the Closed-End Administrative Agent, the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Asset Representations Reviewer, the Seller, the Depositor or the Administrator will have an obligation to investigate whether a breach or other event has occurred that would require the reallocation of any Transaction Unit under this Section 13.12 or whether any Transaction Unit is required to be reallocated under this Section 13.12.

SECTION 13.13         INSURANCE POLICIES; ADDITIONAL INSUREDS. The Servicer shall cause all policies of insurance required to be maintained pursuant to Section 3.7 of the Closed-End Servicing Agreement to name the Depositor, the Issuing Entity, the Owner Trustee and the Indenture Trustee as additional insureds.

SECTION 13.14         SECURITY DEPOSITS. In accordance with Section 5.1(d) of the Closed-End Servicing Agreement, on the Closed-End Exchange Note Payment Date related to the Closed-End EN Collection Period in which a Security Deposit becomes a Closed-End Exchange Note Collection with respect to the 2018-B Reference Pool, the Servicer shall deposit such amounts (including, as applicable, any Required Deposit Amount) in the Exchange Note Collection Account.

Article XIV
TERMINATION OF THE SERVICER

SECTION 14.1         TERMINATION OF THE SERVICER AS TO THE SERIES 2018-B REFERENCE POOL.

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

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

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

(d)          Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 14.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under the Closed-End Servicing Agreement with respect to the 2018-B Reference Pool, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 14.1(e). No Servicer shall resign or be relieved of its duties under the Closed-End Servicing Agreement, as Servicer of the 2018-B Reference Pool, until a newly appointed Servicer for the 2018-B Reference Pool shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Exchange Note Servicing Supplement. In the event of a replacement of World Omni as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify World Omni against any losses, liabilities, damages or expenses (including attorneys’ fees) as a result of the negligence or willful misconduct of such successor Servicer.

(e)          No termination or resignation of the Servicer as to the 2018-B Reference Pool shall affect the obligations of the Servicer pursuant to Section 3.3(c) of the Closed-End Servicing Agreement; provided that following the replacement of the Servicer pursuant to this Section 14.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.

SECTION 14.2         NO EFFECT ON OTHER PARTIES. Upon any termination of the rights and powers of the Servicer with respect to the 2018-B Reference Pool pursuant to Section 14.1 hereof, or upon any appointment of a successor Servicer with respect to the 2018-B Reference Pool, all the rights, powers, duties and obligations of the Titling Trustees, the Initial Beneficiary and World Omni under the Titling Trust Agreement, the Closed-End Servicing Agreement, the Exchange Note Supplement, any other supplement, any other Exchange Note Servicing Supplement or any other Basic Document shall remain unaffected by such termination or appointment and shall remain in full force and effect thereafter, except as otherwise expressly provided herein or therein.

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Article XV
OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE

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

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

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

Article XVI
MISCELLANEOUS

SECTION 16.1         AMENDMENT.

(a)          Notwithstanding any provision of the Closed-End Servicing Agreement, the Closed-End Servicing Agreement, as supplemented by this Exchange Note Servicing Supplement, to the extent that it deals solely with the 2018-B Reference Pool, may be amended in accordance with this Section 16.1.

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

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

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

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

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

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

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

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SECTION 16.3         NOTICES. The notice provisions of the Closed-End Servicing Agreement shall apply equally to this Exchange Note Servicing Supplement. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, any prepaid courier service, or by telecopier or by electronic mail (if designated by a party to the other parties), and addressed in each case as follows: (a) if to the Servicer, 190 Jim Moran Blvd., Deerfield Beach, Florida 33442, Attention: Treasurer; Facsimile: (954) 429-2685; (b) if to the Titling Trustee, 190 S. LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: Edwin Janis; Email: edwin.janis@usbank.com; Facsimile: (312) 332-7992; (c) if to the Delaware Trustee, 300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801, Attention: Edwin Janis, VP; Email: Edwin.janis@usbank.com; Facsimile: (312) 332-7992; (d) if to the Closed-End Administrative Agent, 300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801, Attention: Edwin Janis; Email: edwin.janis@usbank.com; Facsimile: (312) 332-7992; (e) if to the Collateral Agent, c/o U.S. Bank National Association, 190 S. LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: Edwin Janis, VP, Telecopy: (312) 332-7992, Email: edwin.janis@usbank.com; or (f) if to the Closed-End Collateral Agent, c/o Lord Securities Corporation, 48 Wall Street, 27th Floor, New York, New York 10005, Attention: World Omni Program Manager; Email: edward.oconnell@tmf-group.com; or, as to each party, at such other address or electronic mail address as shall be designated by such party in a written notice to each other party. All notices and demands shall be deemed to have been given upon actual receipt thereof to any officer of the Person entitled to receive such notices and demands at the address of such Person for notices hereunder. Notwithstanding the foregoing, with the consent of the appropriate party under this Agreement, the obligations of World Omni and any Affiliate of World Omni to deliver or provide any demand, delivery, notice, communication or instruction to such party other than a Noteholder shall be satisfied by World Omni or such Affiliate, as the case may be, making such demand, delivery, notice, communication or instruction available at https://via.intralinks.com/, or such other website or distribution service or provider as World Omni or such Affiliate, as applicable, shall designate by written notice to the other parties hereto. If World Omni is no longer the Servicer, the successor Servicer shall provide any required Rating Agency notices under this Agreement to the Depositor, who promptly shall provide such notices to the Rating Agencies.

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

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

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SECTION 16.6         BINDING EFFECT. The provisions of the Closed-End Servicing Agreement and this Exchange Note Servicing Supplement, insofar as they relate to the 2018-B Reference Pool, shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties hereto.

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

SECTION 16.8         EXECUTION IN COUNTERPARTS. This Exchange Note Servicing Supplement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which shall together constitute but one and the same instrument.

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

SECTION 16.10       EACH EXCHANGE NOTE SEPARATE; ASSIGNEES OF EXCHANGE NOTE. Each party hereto acknowledges and agrees (and each holder or pledgee of the Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (a) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (i) the Exchange Note or the related 2018-B Reference Pool shall be enforceable against such Reference Pool only and not against any Other Reference Pool, the Warehouse Facility Pool or any Unencumbered Reference Pool and (ii) any Other Exchange Note, any Other Reference Pool, the Warehouse Facility Pool or any Unencumbered Reference Pool shall be enforceable against such Other Exchange Note, Other Reference Pools, the Warehouse Facility Pool or Unencumbered Reference Pool only, as applicable, and not against the Exchange Note or any Closed-End Units included in the 2018-B Reference Pool, (c) except to the extent required by law, the Closed-End Units included in the Warehouse Facility Pool, Closed-End Units included in any Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any Other Exchange Note (other than the Exchange Note transferred hereunder which is related to the 2018-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Exchange Note in respect of such claim, (d) no creditor or holder of a claim relating to (i) the Exchange Note or the related 2018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note or the assets allocated thereto, and (ii) any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note other than the Exchange Note related to the 2018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2018-B Reference Pool, and (e) any purchaser, assignee or pledgee of an interest in the 2018-B Reference Pool or, the Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

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

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

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

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

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

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

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

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

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

SECTION 16.16         CREDIT RISK RETENTION. World Omni shall comply in all material respects with all requirements imposed on the “Sponsor of a Securitization” in accordance with the Credit Risk Retention Rules, including its requirements to (i) retain, either directly or through a “majority-owned affiliate” (as such term is defined in 17 C.F.R. Part 246.2) of World Omni, an economic interest in the Exchange Note in accordance with 17 C.F.R. 246.4 and shall not, and shall cause any such majority-owned affiliate to not, sell, pledge or hedge such interest except as permitted under 17 C.F.R. Part 246.12 and (ii) satisfy the disclosure requirements set forth in the Credit Risk Retention Rules without any involvement from the underwriters.

[SIGNATURES ON THE FOLLOWING PAGE]

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

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

S - 1

World Omni Financial Corp., as Servicer and, with respect to Section 16.16, individually
By:	/s/ Bryan Romano
Name:	Bryan Romano
Title:	Assistant Treasurer

S - 2

WORLD OMNI LT By: VT Inc., not in its individual capacity but solely as Titling Trustee
By:	/s/ Christopher J. Nuxoll
Name:	Christopher J. Nuxoll
Title:	Vice President

S - 3

EX-99.1

Exhibit 99.1

TRUST AGREEMENT

between

WORLD OMNI AUTO LEASING LLC,
as Depositor,

and

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Owner Trustee

Dated September 19, 2018

TABLE OF CONTENTS

		Page
ARTICLE I Definitions		1
SECTION 1.01	Capitalized Terms	1
SECTION 1.02	Other Interpretive Provisions	1
ARTICLE II Organization		2
SECTION 2.01	Name	2
SECTION 2.02	Office	2
SECTION 2.03	Purposes and Powers	2
SECTION 2.04	Appointment of Owner Trustee	3
SECTION 2.05	Organizational Expenses	3
SECTION 2.06	Declaration of Trust	3
SECTION 2.07	Organizational Expenses; Liabilities of the Holders.	3
SECTION 2.08	Title to Trust Property	4
SECTION 2.09	Situs of Trust	4
SECTION 2.10	Representations and Warranties of the Depositor	4
SECTION 2.11	Financing Statements	5
SECTION 2.12	Amended and Restated Trust Agreement	5
ARTICLE III Trust Certificates and Transfer of Interests		5
SECTION 3.01	The Trust Certificates	5
SECTION 3.02	Authentication of Trust Certificates	6
SECTION 3.03	Registration of Transfer and Exchange of Trust Certificates	6
SECTION 3.04	Mutilated, Destroyed, Lost or Stolen Trust Certificates	9
SECTION 3.05	Persons Deemed Owners	9
SECTION 3.06	Access to List of Certificateholders' Names and Addresses	10
SECTION 3.07	Maintenance of Office or Agency	10
SECTION 3.08	Appointment of Paying Agent	10
SECTION 3.09	Code Section 385 Restrictions	11
ARTICLE IV Actions by Owner Trustee		12
SECTION 4.01	Prior Notice to Certificateholders with Respect to Certain Matters	12
SECTION 4.02	Action by Certificateholders with Respect to Certain Matters	12
SECTION 4.03	Action by Certificateholders with Respect to Bankruptcy	13
SECTION 4.04	Restrictions on Certificateholders' Power	13
SECTION 4.05	Majority Control	13
ARTICLE V Application of Trust Funds; Certain Duties		13
SECTION 5.01	Application of Trust Funds.	13
SECTION 5.02	Method of Payment	14
SECTION 5.03	No Segregation of Monies; No Interest	15

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SECTION 5.04	Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others	15
SECTION 5.05	Signature on Returns	16
ARTICLE VI Authority and Duties of Owner Trustee		17
SECTION 6.01	General Authority	17
SECTION 6.02	General Duties	17
SECTION 6.03	Action upon Instruction	17
SECTION 6.04	No Duties Except as Specified in this Agreement or in Instructions	18
SECTION 6.05	No Action Except Under Specified Documents or Instructions	18
SECTION 6.06	Restrictions	19
SECTION 6.07	Issuance of Notes	19
SECTION 6.08	Doing Business in Other Jurisdictions	19
SECTION 6.09	Communications Regarding Demands to Repurchase Transaction Units	20
ARTICLE VII Concerning the Owner Trustee		20
SECTION 7.01	Acceptance of Trusts and Duties	20
SECTION 7.02	Furnishing of Documents	22
SECTION 7.03	Representations and Warranties of the Owner Trustee	22
SECTION 7.04	Reliance; Advice of Counsel	23
SECTION 7.05	Not Acting in Individual Capacity	24
SECTION 7.06	Owner Trustee Not Liable for Certificates	24
SECTION 7.07	Owner Trustee May Own Trust Certificates and Notes	24
SECTION 7.08	Legal Proceedings	24
ARTICLE VIII Compensation of Owner Trustee		25
SECTION 8.01	Owner Trustee's Fees and Expenses	25
SECTION 8.02	Indemnification	25
SECTION 8.03	Payments to the Owner Trustee	25
ARTICLE IX Termination of Trust Agreement		26
SECTION 9.01	Termination of Trust Agreement	26
SECTION 9.02	Dissolution of the Trust	27
ARTICLE X Successor Owner Trustees and Additional Owner Trustees		27
SECTION 10.01	Eligibility Requirements for Owner Trustee	27
SECTION 10.02	Resignation or Removal of Owner Trustee	27
SECTION 10.03	Successor Owner Trustee	28
SECTION 10.04	Merger or Consolidation of the Owner Trustee	29
SECTION 10.05	Appointment of Co-Trustee or Separate Trustee	29
ARTICLE XI Miscellaneous		30
SECTION 11.01	Supplements and Amendments	30
SECTION 11.02	No Legal Title to Trust Estate in Certificateholders	32

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SECTION 11.03	Limitations on Rights of Others	32
SECTION 11.04	Notices	32
SECTION 11.05	Severability	32
SECTION 11.06	Separate Counterparts	33
SECTION 11.07	Successors and Assigns	33
SECTION 11.08	No Petition	33
SECTION 11.09	No Recourse	33
SECTION 11.10	Headings	33
SECTION 11.11	GOVERNING LAW	34
SECTION 11.12	Waiver of Jury Trial	34
SECTION 11.13	Information Requests	34
ARTICLE XII COMPLIANCE WITH REGULATION AB		34
SECTION 12.01	Intent of the Parties; Reasonableness	34
SECTION 12.02	Information to Be Provided by the Owner Trustee	35

EXHIBIT A	Form of Trust Certificate
EXHIBIT B	Form of Certificate of Trust
EXHIBIT C	Form of Transferor Certificate
EXHIBIT D	Form of Investment Letter

iii 

TRUST AGREEMENT

This TRUST AGREEMENT is dated September 19, 2018 between WORLD OMNI AUTO LEASING LLC, a Delaware limited liability company, as depositor (the "Depositor"), and U.S. BANK TRUST NATIONAL ASSOCIATION, as owner trustee (not in its individual capacity, but solely as owner trustee, the "Owner Trustee").

ARTICLE I

Definitions

SECTION 1.01         Capitalized Terms. Unless otherwise indicated, capitalized terms used in this Agreement are defined in Appendix A to the Indenture, dated as of the date hereof (as the same may be amended, modified or supplemented from time to time, the "Indenture"), or, if not defined therein, in Appendix A to the Collateral Agency Agreement. All references herein to "the Agreement" or "this Agreement" are to this Trust Agreement as it may be amended and supplemented from time to time, the Exhibits hereto and the capitalized terms used herein which are defined in Appendix A to the Indenture or Collateral Agency Agreement, as applicable, and all references herein to Articles, Sections and subsections are to Articles, Sections and subsections of this Agreement unless otherwise specified.

SECTION 1.02         Other Interpretive Provisions. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC as in effect in the State of Delaware and not otherwise defined in this Agreement are used as defined in that Article; (c) the words "hereof," "herein" and "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) references to any Article, Section, Schedule or Exhibit are references to Articles, Sections, Schedules and Exhibits in or to this Agreement, and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (e) the term "including" means "including without limitation"; (f) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (g) references to any Person include that Person's successors and assigns; and (h) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

ARTICLE II

Organization

SECTION 2.01         Name. The Trust shall be known as "World Omni Automobile Lease Securitization Trust 2018-B" (the "Trust"), in which name the Owner Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.

SECTION 2.02         Office. The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address as the Owner Trustee may designate by written notice to the Certificateholders and the Depositor.

SECTION 2.03         Purposes and Powers. (a) The purpose of the Trust is to engage in the following activities and the Trust shall have the power and authority, and the Owner Trustee in the name and on behalf of the Trust is hereby authorized:

(i)          To execute, issue, deliver and cause to be authenticated the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the Depositor;

(ii)         with the proceeds of the sale of the Notes, to purchase the Exchange Notes, to make deposits into and withdrawals from the Reserve Account, and to pay the organizational, start-up and transactional expenses of the Trust;

(iii)        to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture (including the filing of financing statements in connection therewith) and to hold, manage and distribute to the Certificateholders any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;

(iv)        to enter into, execute, deliver and perform its obligations under the Transaction Documents to which it is to be a party;

(v)         subject to the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate; and

(vi)        to engage in those activities, including entering into agreements and executing and delivering documents and instruments, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments.

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The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents.

SECTION 2.04         Appointment of Owner Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein and under the Statutory Trust Act.

SECTION 2.05         Organizational Expenses. The Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

SECTION 2.06         Declaration of Trust. The Owner Trustee hereby declares that it will hold the Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Exchange Note and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers, authority and duties set forth herein and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust of the Trust, or a qualification to do business in the States of Alabama and Delaware is hereby ratified.

SECTION 2.07         Organizational Expenses; Liabilities of the Holders.

(a)          The Administrator shall pay organizational expenses of the Issuing Entity as they may arise.

(b)          No Certificateholder, other than to the extent set forth in paragraph (a), shall have any personal liability for any liability or obligation of the Trust.

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SECTION 2.08         Title to Trust Property. Legal title to all the Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

SECTION 2.09         Situs of Trust. The Trust will be located in the State of Delaware and administered in the State of Illinois. All bank accounts maintained on behalf of the Trust shall be located in the States of Delaware, Illinois, New York or Minnesota, or such other States as directed by the Depositor. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments will be received by the Trust only in Delaware, Illinois, New York or Minnesota, or such other States as directed by the Depositor, and payments will be made by the Trust only from Delaware or New York, or such other States as directed by the Depositor. The only office of the Trust shall be the principal corporate trust office of the Owner Trustee located at its Corporate Trust Office.

SECTION 2.10         Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that:

(a)          The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b)          The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor's earnings, business affairs or business prospects.

(c)          The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action.

(d)          The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof, do 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) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Transaction Documents); or (iv) violate any law or, to the best of the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor's earnings, business affairs or business prospects.

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(e)          To the Depositor's best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Transaction Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Transaction Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

SECTION 2.11         Financing Statements. The Trust hereby authorizes the filing of financing statements in connection with the grant of a security interest to the Indenture Trustee pursuant to the granting clause of the Indenture. In addition, the Trust hereby ratifies any such financing statements filed prior to the date hereof.

SECTION 2.12         Amended and Restated Trust Agreement. This Trust Agreement is the amended and restated trust agreement contemplated by the Trust Agreement, dated as of July 17, 2018 (the "Initial Trust Agreement"), between the Depositor and the Owner Trustee. This Trust Agreement amends and restates in its entirety the Initial Trust Agreement.

ARTICLE III

Trust Certificates and Transfer of Interests

SECTION 3.01         The Trust Certificates. The trust certificates (each evidencing the beneficial interest of the Certificateholder in the Issuing Entity and substantially in the form of Exhibit A hereto, a "Trust Certificate") shall in the aggregate represent a 100% Percentage Interest in the Trust. On the date hereof, the Depositor or its designee shall be the sole Certificateholder of each of the Trust Certificates and each of the Trust Certificates shall be registered, upon initial issuance, in the name of the Depositor or its designee. The Trust Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Owner Trustee, shall be validly issued and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates.

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A transferee of a Trust Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee's acceptance of a Trust Certificate duly registered in such transferee's name pursuant to Section 3.03.

SECTION 3.02         Authentication of Trust Certificates. On the Closing Date, the Owner Trustee shall cause the Trust Certificates to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor signed by the Depositor's president, any vice president, secretary, treasurer or any assistant treasurer, without further company action by the Depositor. No Trust Certificate shall entitle a Certificateholder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Certificate Registrar, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.

SECTION 3.03         Registration of Transfer and Exchange of Trust Certificates. The certificate registrar (the "Certificate Registrar") shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a certificate register (the "Certificate Register") in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Owner Trustee shall be the initial Certificate Registrar.

The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Owner Trustee, the Certificate Registrar and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has provided an Investment Letter with respect to a Rule 144A transaction, there shall also be delivered to the Owner Trustee, the Certificate Registrar and the Depositor an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or World Omni; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall provide to any Certificateholder and any prospective transferee designated by any such Certificateholder information regarding the Certificates and the Transaction Units and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee and the Certificate Registrar, the Indenture Trustee, the Depositor and World Omni (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws.

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No transfer of a Trust Certificate shall be made to any Person unless the Certificate Registrar has received (A) a certificate in the form of paragraph 3 to the Investment Letter attached hereto as Exhibit D from such Person to the effect that such Person is not and is not acting on behalf of (i) an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA, (ii) a "plan" described in Section 4975(e)(1) of the Code subject to Section 4975 of the Code, (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity or (iv) any plan that is subject to any federal, state or local law that is substantially similar to the foregoing provisions of Section 406 of ERISA or Section 4975 of the Code ("Similar Law") (each, a "Plan") or (B) an opinion of counsel satisfactory to the Owner Trustee, the Certificate Registrar and the Depositor to the effect that the purchase and holding of such Trust Certificate by such Person (i) will not result in the assets of the Issuing Entity being deemed to be "plan assets" subject to the prohibited transactions provisions of ERISA, Section 4975 of the Code or Similar Law and will not subject the Owner Trustee, the Indenture Trustee, the Certificate Registrar, the Servicer or the Depositor to any obligation in addition to those undertaken in the Basic Documents and (ii) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of Similar Law. The preparation and delivery of the certificate and opinions referred to above with respect to a proposed transfer shall not be an expense of the Issuing Entity, the Owner Trustee, the Certificate Registrar, the Indenture Trustee, World Omni (in any capacity) or the Depositor. Any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee.

No transfer of a Trust Certificate shall be made to any Person unless (i) the Certificate Registrar, the Owner Trustee and the Depositor have received an opinion of independent counsel that such action will not cause the trust to be treated as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iii) such Person is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and has delivered to the Certificate Registrar a certificate to that effect and (iv) the Certificate Registrar, the Owner Trustee and the Depositor have received on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Certificate Registrar, the Owner Trustee or the Depositor), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. For the avoidance of doubt, any transfer of a Trust Certificate by a Certificateholder other than the initial Certificateholder must comply with the forgoing provision. No Trust Certificate (other than the Trust Certificates issued to and held by the Depositor or its Affiliates) may be subdivided upon transfer or exchange in a manner such that any resulting Trust Certificate(s) or beneficial ownership of a Trust Certificate held through a party considered a nominee for U.S. federal income tax purposes represent(s) less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a "publicly traded partnership" under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust).

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The Certificate Registrar shall cause each Certificate to contain a legend stating that transfer of the Certificates is subject to certain restrictions and referring prospective purchasers of the Certificates to the terms of this Agreement with respect to such restrictions.

Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, on behalf of the Trust, and the Owner Trustee or the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or the Certificate Registrar. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. No Certificate (other than the Certificates issued to and held by the Depositor or its Affiliates) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a "publicly traded partnership" under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust).

Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or such Certificateholder's attorney duly authorized in writing. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice.

No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar 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 Trust Certificates.

The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

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Notwithstanding any other provision herein or elsewhere, other than to determine that any Transferor Certificate, Investment Letter, opinion of counsel, certificate, written instrument of transfer or other document or instrument delivered to the Certificate Registrar or Owner Trustee pursuant to this Section 3.03 substantially complies on its face with the requirements set forth in this Section 3.03 and subject to Section 7.01, neither the Owner Trustee nor the Certificate Registrar shall have any obligation to determine whether or not any transfer or exchange or proposed or purported transfer of a Certificate complies with applicable law or is permitted under or in accordance with this Agreement, and neither the Owner Trustee nor the Certificate Registrar shall have any personal liability to any Person in connection with any transfer or exchange or proposed or purported transfer or exchange (and/or registration thereof) that is not permitted under or in accordance with this Agreement.

During the period described in 17 CFR Part 246.12(f)(1), no Certificateholder may sell, transfer, assign, participate, pledge or otherwise dispose of any Certificate until the expiration of such period; provided, that, during such period, such Certificateholder may sell, transfer, assign, participate, pledge or otherwise dispose of any Certificate to World Omni or any "majority-owned affiliate" (as such term is defined in 17 CFR Part 246.2) of World Omni in accordance with the restrictions contained in 17 CFR Part 246.12. Any purported transfer of a Certificate not in accordance with this paragraph of Section 3.03 shall be null and void and shall not be given effect for any purpose whatsoever. In no event shall the Owner Trustee or the Certificate Registrar have any responsibility to monitor compliance with or be charged with knowledge of the Credit Risk Retention Rules, nor shall either of them be liable to any investor, Holder, party or any other Person whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect.

SECTION 3.04         Mutilated, Destroyed, Lost or Stolen Trust Certificates. If (a) any mutilated Trust Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate and (b) there shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Certificate has been acquired by a protected purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee or the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and denomination. In connection with the issuance of any new Trust Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.

SECTION 3.05         Persons Deemed Owners. Prior to due presentation of a Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar or any Paying Agent may treat the Person in whose name any Trust Certificate is registered in the Certificate Register as the owner of such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by any notice to the contrary.

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SECTION 3.06         Access to List of Certificateholders' Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Servicer and the Depositor, within 15 days after receipt by the Certificate Registrar of a written request therefor from the Servicer or the Depositor, a list, in such form as the Servicer or the Depositor may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. If three or more Certificateholders or one or more Certificateholders of Trust Certificates evidencing not less than a 25% Percentage Interest of the Certificates apply in writing to the Certificate Registrar, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Trust Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Certificate Registrar shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the current list of Certificateholders. Each Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Certificate Registrar or the Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

SECTION 3.07         Maintenance of Office or Agency. The Certificate Registrar shall maintain an office or offices or agency or agencies where Trust Certificates may be surrendered to the Certificate Registrar for registration of transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Trust Certificates may be served. The Certificate Registrar initially designates the Corporate Trust Office of the Owner Trustee for such purposes. The Owner Trustee shall maintain an office or offices or agency or agencies where notices and demands to or upon the Owner Trustee in respect of the Transaction Documents may be served. The Owner Trustee initially designates its Corporate Trust Office as its office for such purposes. The Certificate Registrar or the Owner Trustee shall give prompt written notice to the Depositor and to the Certificateholders of any change in the location of the Certificate Register or any such office or agency.

SECTION 3.08        Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Trust Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Indenture Trustee will be the initial Paying Agent. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Depositor shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Depositor to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

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SECTION 3.09         Code Section 385 Restrictions. Unless the Trust has received an Opinion of Counsel that the restriction on the proposed acquisition of the Certificate (or interest therein) described by this paragraph is no longer necessary to conclude that any such acquisition (and subsequent resale of the applicable Notes described below) will not cause the Treasury Regulations under Section 385 of the Code to apply to the applicable Notes described below in a manner that could cause an adverse effect on the Trust (including for the applicable Notes to be treated as equity for federal income tax purposes) or the Trust to be treated as an association or a publicly traded partnership taxable as a corporation, (A) a Section 385 Certificateholder cannot acquire a Certificate (or interest therein) if (i) a member of any "expanded group" (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Section 385 Certificateholder owns any Notes or (ii) a Section 385 Controlled Partnership of such expanded group owns any Notes and (B) a Section 385 Certificateholder cannot hold the Certificate (or interest therein) if (i) a member of any "expanded group" (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Section 385 Certificateholder acquires any Notes from the Trust, any Affiliate, or through the marketplace or (ii) a Section 385 Controlled Partnership of such expanded group acquires any Notes from the Trust, any Affiliate, or through the marketplace. The preceding sentence shall not apply if the holder or potential holder of the applicable Notes is (y) a U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes each of any applicable related Section 385 Certificateholders (including in the case of a partnership, the relevant "expanded group partner" (as defined in Treasury Regulation Section 1.385-3(g)(12))) or (z) a partnership all the partners of which are either such U.S. corporate members as described in clause (y) or partnerships all of the partners of which are such U.S. corporate members as described in clause (y). If a Certificateholder fails to comply with the requirements of this paragraph, the Administrator is authorized, in the Administrator's discretion, to compel such Certificateholder to sell its Certificate (or interest therein) to a Person whose acquisition or holding thereof does not result in a failure to comply with this paragraph. In no event shall the Owner Trustee or Certificate Registrar be held liable for any default or nonperformance by the Administrator, and neither the Owner Trustee nor the Certificate Registrar shall have any responsibility to monitor compliance with or be charged with knowledge of the foregoing restrictions, nor shall either of them be liable to any investor, Holder, party or any other Person whatsoever for violation of such restrictions.

For the purposes of this section, "Section 385 Certificateholder" means a holder of a Certificate (or interest therein), including such person who would become a Section 385 Certificateholder upon the transfer of a Certificate (or interest therein) to such person, that is (1) an entity (foreign or domestic) that is treated as a corporation for United States federal income tax purposes, (2) an entity (foreign or domestic) that (i) is treated as a partnership for United States federal income tax purposes and 80 percent or more of its ownership interests are controlled, directly or indirectly, by an "expanded group," within the meaning of Treasury Regulation Section 1.385-1(c)(4) and (ii) has an expanded group partner (as defined in Treasury Regulation Section 1.385-3(g)(12)) that is an entity (foreign or domestic) that is treated as a corporation for United States federal income tax purposes or (3) a disregarded entity or grantor trust of an entity described in clause (1) or (2). For purposes of this section, "Section 385 Controlled Partnership" has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a "controlled partnership."

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ARTICLE IV

Actions by Owner Trustee

SECTION 4.01         Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders prior to the 30th day after such notice is given shall not have notified the Owner Trustee in writing that such Certificateholders have withheld consent or provided alternative direction:

(a)          the election by the Trust to file an amendment to the Certificate of Trust, a form of which is attached hereto as Exhibit B (unless such amendment is required to be filed under the Statutory Trust Act);

(b)          the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

(c)          the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders;

(d)          the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; or

(e)          the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

SECTION 4.02         Action by Certificateholders with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the written direction of the Certificateholders, to (a) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof, (b) appoint a successor Administrator under the Administration Agreement pursuant to Section 8 thereof, or (c) remove the Servicer under the Exchange Note Servicing Supplement pursuant to Section 14.1. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholders.

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SECTION 4.03         Action by Certificateholders with Respect to Bankruptcy. To the fullest extent permitted by applicable law, the Owner Trustee shall not have any power to, and shall not, (i) institute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the assets of the Trust, (v) make any assignment for the benefit of the Trust's creditors, (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (vii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). To the fullest extent permitted by applicable law, so long as the Indenture remains in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

SECTION 4.04         Restrictions on Certificateholders' Power. The Certificateholders shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Transaction Documents or would be contrary to Section 2.03 or contrary to applicable law, nor shall the Owner Trustee be obligated to follow any such direction, if given.

SECTION 4.05         Majority Control. To the extent that there is more than one Certificateholder, except as expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Certificateholders of Trust Certificates evidencing in the aggregate greater than a 50% Percentage Interest. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Certificateholders of Trust Certificates evidencing in the aggregate greater than a 50% Percentage Interest at the time of the delivery of such notice.

ARTICLE V

Application of Trust Funds; Certain Duties

SECTION 5.01         Application of Trust Funds.

(a)          Distributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Paying Agent shall promptly distribute to the Certificateholder all other amounts (if any) received by the Trust or the Paying Agent in respect of the Trust Estate. After the Indenture has been discharged with respect to the Collateral, the Paying Agent shall distribute the amounts received (if any) by the Trust and the Paying Agent in respect of the Trust Estate at the direction of the Certificateholder.

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(b)          The Certificateholders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing to retain in the Trust Collection Account all or a portion of distributions otherwise payable to them pursuant to Section 8.4(a), or Section 8.4(c) of the Indenture. If the Certificateholders make this election, these amounts will be treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to Section 8.4 of the Indenture).

(c)          On each Payment Date, the Paying Agent shall send by first class mail or other reasonable means (including, but not limited to, posting on the Paying Agent's website at https://www.unionbank.com/commercial-bank/trust-custody/corporate-trust-services/asset-backed-servicer-reports.jsp) the Servicer Certificate prepared by the Servicer pursuant to Section 8.3 of the Indenture to each Person that was a Certificateholder as of the close of business on the related Record Date. Certificate Owners may obtain copies of such reports upon a request in writing to the Paying Agent at the Corporate Trust Office of the Indenture Trustee.

(d)          If any withholding tax is imposed on distributions of the Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.01. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to each Certificateholder sufficient funds for the payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.01(d). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Trust, the Owner Trustee and the Paying Agent for any out-of-pocket expenses incurred. The Depositor, as initial Certificateholder, agrees to provide to the Paying Agent (and from time to time thereafter, so long as it is a Certificateholder, upon the reasonable request of the Paying Agent), executed originals of Internal Revenue Service Form W-9 certifying that the Depositor is exempt from U.S. federal backup withholding tax.

SECTION 5.02         Method of Payment. Subject to Section 9.01(c) and the Indenture, distributions required to be made to Certificateholders on any Payment Date and all amounts received by the Trust or the Owner Trustee on any other date that are payable to the Certificateholder pursuant to this Agreement or any other Transaction Document to which the Trust is a party, shall be made to each Certificateholder of record on the preceding Record Date either (x) by wire transfer, in immediately available funds, to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions no later than the Record Date prior to such Payment Date, or (y) if such Certificateholder does not qualify under clause (x), by check mailed to such Certificateholder at the address of such holder appearing in the Certificate Register. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution on a non U.S. Certificateholder), the Owner Trustee (or the Paying Agent on its behalf) may in its sole discretion withhold such amounts in accordance with this Section 5.02. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any out of pocket expenses incurred.

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SECTION 5.03         No Segregation of Monies; No Interest. Monies received by the Paying Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Paying Agent shall not be liable for any interest thereon.

SECTION 5.04         Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns.  Consistent with the Trust’s characterization for tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return.  In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s  share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust.  The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation.  The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities.  In the event that a “tax matters partner” (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as tax matters partner; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the tax matters partner.  If the Trust is classified as a partnership for federal income tax purposes (i) for any taxable period beginning before December 31, 2017 (or for state and local tax purposes, later taxable periods if relevant), the “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings, and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015) and the Trust will, to the extent practicable, make the election described in Section 6226 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015). If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Bipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

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SECTION 5.05         Signature on Returns. The Depositor (or, if the Depositor no longer owns any of the Certificates, the Certificateholder designated for such purpose pursuant to Section 5.04) or the Administrator (if permitted by law) shall sign the tax returns of the Trust on behalf of the Trust, unless applicable law requires the Owner Trustee to sign such documents, in which case such documents shall be presented to the Owner Trustee along with a written direction from the Depositor that such documents are to be signed by the Owner Trustee, as required by applicable law.

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ARTICLE VI

Authority and Duties of Owner Trustee

SECTION 6.01         General Authority. The Owner Trustee is authorized and directed to execute and deliver the Transaction Documents to which the Trust is to be a party, the Notes and each certificate or other document attached as an exhibit to or contemplated by the Transaction Documents to which the Trust is to be a party, and any amendment or supplement thereto, and, in each case, in such form as the Depositor shall approve, as evidenced conclusively by the presentation of such documents for execution to the Owner Trustee by or on behalf of the Depositor or its counsel. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Transaction Documents. The Owner Trustee is further authorized from time to time to take such action as the Administrator recommends with respect to the Transaction Documents.

SECTION 6.02         General Duties. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and to administer such responsibilities in respect of the Trust in the interest of the Certificateholders, subject to the Transaction Documents to which the Trust is a party and in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Transaction Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee or the Trust hereunder or under any Transaction Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. The Owner Trustee shall have no duty to monitor or supervise the Administrator.

SECTION 6.03         Action upon Instruction

(a)          Subject to Article IV and in accordance with the terms of the Transaction Documents to which the Trust is a party, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV.

(b)          The Owner Trustee shall not be required to take any action hereunder or under any Transaction Document to which the Trust is a party if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Transaction Document to which the Trust is a party or is otherwise contrary to law.

(c)          Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a party, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholders received, the Owner Trustee shall not be personally liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction 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 shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Transaction Documents to which the Trust is a party, as it shall deem necessary, and shall have no liability to any Person for such action or inaction.

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(d)          In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Document to which the Trust is a party or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be personally liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction 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 shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Transaction Documents to which the Trust is a party, as it shall deem necessary, and shall have no liability to any Person for such action or inaction.

SECTION 6.04         No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, this Agreement or any document contemplated hereby to which the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any Transaction Document against the Owner Trustee, and no authority or authorization of the Owner Trustee shall be construed as a duty. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any filing, including any Securities and Exchange Commission filing for the Trust or to record this Agreement or any Transaction Document. The Owner Trustee nevertheless agrees that it will promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Trust Estate.

SECTION 6.05         No Action Except Under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Transaction Documents to which the Trust is a party, or (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.03.

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SECTION 6.06         Restrictions. The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.03 or (b) that, to the actual knowledge of a Responsible Officer of the Owner Trustee, would (i) affect the treatment of the Notes as indebtedness for federal income, state and local income and franchise tax purposes, (ii) be deemed to cause a taxable exchange of the Notes for federal income or state income or franchise tax purposes or (iii) cause the Trust or any portion thereof to be treated as an association or publicly traded partnership taxable as a corporation for federal income, state and local income or franchise tax purposes. The Certificateholders shall not direct the Owner Trustee to take action that would violate the provisions of this Section 6.06.

SECTION 6.07         Issuance of Notes. The Owner Trustee is hereby authorized and directed on behalf of the Trust to execute, issue and deliver the Notes pursuant to the Indenture.

SECTION 6.08         Doing Business in Other Jurisdictions. Notwithstanding anything contained herein or in any other Transaction Document to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than any state in which it is qualified to do business (any such state, a "State of Qualification") if the taking of such action may (i) require the consent, approval, authorization or order of, or the giving of notice to, or the registration with, or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than a State of Qualification; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof, other than a State of Qualification, becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than a State of Qualification for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee, as the case may be, contemplated hereby or in any other Transaction Document. In the event that the Owner Trustee does not take any action because such action may result in the consequences described in the preceding sentence, it will appoint an additional trustee pursuant to Section 10.05 to proceed with such action.

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SECTION 6.09         Communications Regarding Demands to Repurchase Transaction Units. The Owner Trustee shall provide notice to World Omni and the Depositor as soon as practicable of all demands communicated to a Responsible Officer of the Owner Trustee for the repurchase or replacement of any Transaction Unit for breach of the representations and warranties concerning such Transaction Unit. Subject to this Section 6.09, the Owner Trustee shall have no obligation to take any other action with respect to a demand. However, the Owner Trustee shall, upon written request of either World Omni or the Depositor, provide notification to World Omni and the Depositor with respect to any actions taken by the Owner Trustee with respect to any such demand communicated to a Responsible Officer of the Owner Trustee in respect of any Transaction Units, such notifications to be provided by the Owner Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Owner Trustee and World Omni or the Depositor, as applicable. Such notices shall be provided to World Omni and the Depositor at: (a) in the case of World Omni, World Omni Financial Corp., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, and (b) in the case of the Depositor, to World Omni Auto Leasing LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, or at such other address or by such other means of communication as may be specified by World Omni or the Depositor to the Owner Trustee from time to time. The Owner Trustee acknowledges and agrees that the purpose of this Section 6.09 is to facilitate compliance by World Omni and the Depositor with the Repurchase Rules and Regulations. The Owner Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by World Omni and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Owner Trustee shall cooperate fully with World Omni and the Depositor to deliver any and all records and any other information in its actual possession that are reasonably requested in writing by World Omni or the Depositor and necessary in the good faith determination of World Omni and the Depositor to permit them to comply with the provisions of Repurchase Rules and Regulations. In no event shall the Owner Trustee have (i) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or (ii) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities except as expressly set forth in this Section 6.09. The obligations of the Owner Trustee under the first two sentences of this Section 6.09 to notify the Depositor and World Omni of any such demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations explicitly require reporting by World Omni and the Depositor solely with respect to demands in written form.

ARTICLE VII

Concerning the Owner Trustee

SECTION 7.01         Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Transaction Document under any circumstances, except (i) for its own willful misconduct or negligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) for liabilities arising from the failure by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.04 hereof, (iii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or (iv) for federal or state taxes, fees or other charges, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or any of the Transaction Documents. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

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(a)          The Owner Trustee shall not be liable for any error of judgment made by the Owner Trustee;

(b)          The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Certificateholder (provided that the instructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Transaction Documents, as applicable);

(c)          No provision of this Agreement or any Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of their rights or powers hereunder or under any Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to them;

(d)          Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Transaction Documents, including the principal of and interest on the Notes and distributions on the Trust Certificates;

(e)          The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate, or for or in respect of the validity or sufficiency of the Transaction Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall not in any event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein;

(f)          The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Indenture Trustee or the Servicer under any of the Transaction Documents or otherwise, and the Owner Trustee shall not have any obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents including those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture, the Servicer under the Exchange Note Servicing Supplement and the Depositor under the Exchange Note Sale Agreement and the Exchange Note Transfer Agreement;

(g)          The Owner Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to it (as such and in its individual capacity) reasonable security or indemnity satisfactory to the Owner Trustee against the costs, expenses and liabilities that may be incurred by it therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its own negligence or willful misconduct in the performance of any such act;

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(h)          The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities or communications services;

(i)          In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. The Owner Trustee shall have no responsibility for the accuracy of any information provided to the Certificateholders or any other Person that has been obtained from, or provided to the Owner Trustee;

(j)          Notwithstanding anything to the contrary herein or any Transaction Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002; and

(k)          The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Trust. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Trust or any other Person with respect to these matters.

SECTION 7.02         Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholders promptly upon receipt of a written request therefore, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Transaction Documents. The Owner Trustee shall have no responsibility for the accuracy of any information provided to the Certificateholders or any other Person that has been obtained from, or provided to the Owner Trustee.

SECTION 7.03         Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that:

(a)          It is a national banking association duly formed and validly existing under the laws of the United States of America. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(b)          It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

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(c)          Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will (i) contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, (ii) constitute any default under its charter documents or bylaws, (iii) constitute any default under any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or (iv) result in the creation or imposition of any lien, charge or encumbrance on the Trust Estate resulting from actions by or claims against the Owner Trustee which are unrelated to this Agreement or the other Transaction Documents.

(d)          It has the power and authority to execute and deliver this Agreement and, on behalf of the Trust, the other Transaction Documents to which the Trust is a party and to carry out their respective terms; and the execution, delivery, and performance of this Agreement by it and the other Transaction Documents to which the Trust is a party have been duly authorized by all necessary corporate action.

(e)          This Agreement constitutes the legal, valid, and binding obligation of the Owner Trustee, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

SECTION 7.04         Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or paper (whether in its original or facsimile form) believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof require and rely on a certificate, signed by president or any vice president or by the treasurer or other authorized officer of an appropriate Person, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b)          In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with it, and the Owner Trustee shall not be personally liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be personally liable for anything done, suffered or omitted in good faith which it believes to be authorized or within its rights or powers, in accordance with the opinion or advice of any such counsel, accountants or other such Persons and which is not to the actual knowledge of a Responsible Officer of the Owner Trustee contrary to this Agreement or any Transaction Document.

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SECTION 7.05         Not Acting in Individual Capacity. Except as expressly provided in this Article VII, in accepting the trusts hereby created, U.S. Bank Trust National Association acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Transaction Document shall look only to the Trust Estate for payment or satisfaction thereof. Without limiting the generality of the foregoing, and notwithstanding any other provision, all rights, benefits, protections, privileges, immunities, and indemnities of the Owner Trustee under this Agreement or any other Transaction Document shall survive the resignation or removal of the Owner Trustee and the termination of this Agreement and shall apply to the Trustee as such, in its individual capacity, and in each other capacity in which it acts hereunder (including, without limitation, as Certificate Registrar).

SECTION 7.06         Owner Trustee Not Liable for Certificates. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, of any Transaction Document or of the Certificates (other than the signature and authentication of the Owner Trustee on the Certificates) or the Notes, or of the Exchange Note or related documents. The Owner Trustee shall not at any time have any responsibility or personal liability for or with respect to the legality, validity and enforceability of the Exchange Note, or the perfection and priority of any security interest in the Exchange Note or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Estate or its ability to generate the payments to be distributed to Certificateholders under this Agreement or the Noteholders under the Indenture, including, without limitation: the existence, condition and ownership of the Exchange Note; the existence and enforceability of any insurance thereon; the existence and contents of the Exchange Note on any computer or other record thereof; the validity of the assignment of the Exchange Note to the Trust or of any intervening assignment; the completeness of the Exchange Note; the performance or enforcement of the Exchange Note; the compliance by the Trust, the Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation, or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee or the Trust.

SECTION 7.07         Owner Trustee May Own Trust Certificates and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with the Depositor, the Administrator, the Indenture Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee.

SECTION 7.08         Legal Proceedings. As required by Regulation AB, the Owner Trustee will promptly as practicable notify the Servicer, the Depositor and the Issuing Entity of the commencement or, if applicable, the termination of any and all legal proceedings of which any property of the Owner Trustee is the subject, that is material to the Noteholders and any such proceedings known to be contemplated by governmental authorities. In addition, the Owner Trustee will furnish to the Servicer, the Depositor and the Issuing Entity, in writing, the necessary disclosure describing such proceedings required to be disclosed under Item 1117 of Regulation AB, for inclusion in reports filed pursuant to the Exchange Act.

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ARTICLE VIII

Compensation of Owner Trustee

SECTION 8.01         Owner Trustee's Fees and Expenses. The Owner Trustee shall receive from the Administrator (unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture) as compensation for its services hereunder during the term of this Agreement such fees as have been separately agreed upon in writing before the date hereof between the Administrator and the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the Administrator pursuant to the Administration Agreement (unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture) for its other reasonable and documented expenses hereunder, including the reasonable and documented compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder. The provisions of this Section 8.01 shall survive the resignation or removal of the Owner Trustee and the termination of this Agreement.

SECTION 8.02         Indemnification. Pursuant to the Administration Agreement (unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture), the Administrator shall be liable as primary obligor for, and shall indemnify the Owner Trustee and its officers, directors, stockholders, employees, successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable and documented costs, expenses and disbursements (including reasonable and documented legal and attorney's fees and expenses, including those related to the enforcement of such indemnity) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by or asserted against any Indemnified Party in any way relating to or arising out of the Trust, this Agreement, the Transaction Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of any Indemnified Party hereunder, except only that the Administrator shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in clauses (i), (ii), (iii) or (iv) of the third sentence of Section 7.01. The provisions of this Section 8.02 shall survive the resignation or removal of the Owner Trustee and the termination of this Agreement.

SECTION 8.03         Payments to the Owner Trustee. Any amounts paid to the Owner Trustee pursuant to this Article VIII shall be deemed not to be a part of the Trust Estate simultaneously with such payment.

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ARTICLE IX

Termination of Trust Agreement

SECTION 9.01         Termination of Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon the completion of winding up the Trust after its dissolution, which dissolution shall occur immediately prior to the final distribution by the Owner Trustee or Paying Agent of all monies or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Exchange Note Transfer Agreement, and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust or (y) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b)          Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust.

(c)          Notice of any dissolution of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Paying Agent by letter to Certificateholders mailed within five Business Days of receipt of actual notice of such termination from the Servicer given pursuant to Section 15.1(b) of the Exchange Note Servicing Supplement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, and, as a result, payments will be made only upon presentation and surrender of the Trust Certificates by Certificateholders at the office of the Paying Agent therein specified. The Paying Agent shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Owner Trustee at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02.

In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee or Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust Estate after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor subject to applicable escheat laws.

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SECTION 9.02         Dissolution of the Trust. Upon dissolution of the Trust, the Administrator shall wind up the business and affairs of the Trust as required by Section 3808 of the Statutory Trust Act. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Trust in respect of the Indenture and the Notes, the Administrator, in the absence of actual knowledge of any other claim against the Trust, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Statutory Trust Act and upon the written direction and at the expense of the Certificateholder the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act, at which time the Trust shall terminate and this Agreement (other than Article VIII) shall be of no further force or effect.

ARTICLE X

Successor Owner Trustees and Additional Owner Trustees

SECTION 10.01         Eligibility Requirements for Owner Trustee. The Owner Trustee shall at all times be an entity satisfying the provisions of Section 3807(a) of the Statutory Trust Act and it shall at all times be authorized to exercise corporate trust powers; having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authorities and having (or having a parent which has) a long-term rating in any generic rating category which signifies investment grade by each Rating Agency or a rating otherwise acceptable to each Rating Agency. If such entity shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign promptly in the manner and with the effect specified in Section 10.02.

SECTION 10.02         Resignation or Removal of Owner Trustee. (a) Subject to paragraph (c) of this Section, the Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee which satisfies that eligibility requirements set forth in Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee, as applicable, may petition (at the expense of the Depositor) any court of competent jurisdiction for the appointment of a successor Owner Trustee. (b) Subject to paragraph (c) of this Section, if at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee. If the Administrator or the Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentences, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing Owner Trustee and one copy to the Depositor, together with the basis for removal.

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(c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and in the case of removal payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency. Any costs associated with the removal of the Owner Trustee shall be paid by the Administrator.

SECTION 10.03         Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement, and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01.

Upon written acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within 10 Business Days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Any successor Owner Trustee appointed hereunder shall promptly file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware as required by the Statutory Trust Act.

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SECTION 10.04         Merger or Consolidation of the Owner Trustee. Any corporation or other entity into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor to and assume all obligations of the Owner Trustee, without the execution or filing of any assignment or other instrument or any further act on the part of such other entity or any of the parties hereto, anything herein to the contrary notwithstanding; provided, that such corporation shall be eligible pursuant to Section 10.01 and, provided, further, that the Owner Trustee shall mail notice of such merger or consolidation to the Administrator and the Depositor, which shall promptly deliver such notice to each Rating Agency.

SECTION 10.05         Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate or any Closed-End Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(a)          All rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(b)          No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

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(c)          The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

ARTICLE XI

Miscellaneous

SECTION 11.01         Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provision in this Agreement (including to further prevent or help avoid the application to the Certificates of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code) or for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders. Such amendments require: (i) satisfaction of the Rating Agency Condition and (ii) an Officer's Certificate of the Depositor stating that the amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder.

This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with the consent of holders of greater than 50% of the Outstanding Amount of the Controlling Securities (unless (i) the interests of the Noteholders are not affected materially and adversely, (ii) an Officer's Certificate to that effect is delivered to the Indenture Trustee by the Depositor and (iii) satisfaction of the Rating Agency Condition) and the consent of the Certificateholders evidencing greater than a 50% Percentage Interest of the Trust Certificates (unless (i) the interests of the Certificateholders are not affected materially and adversely, (ii) an Officer's Certificate to that effect is delivered to the Owner Trustee by the Depositor), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Transaction Units or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Controlling Securities and the Percentage Interest in the Trust Certificates required to consent to any such amendment, without the consent of the holders of all the Outstanding Notes and Certificates affected thereby.

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Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Administrator and the Administrator shall furnish such notice to each Certificateholder, the Indenture Trustee and each Rating Agency.

It shall not be necessary for the consent of Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State of the State of Delaware.

Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into, and unless the Owner Trustee shall consent thereto shall not be bound by, any such amendment or any amendment to any Transaction Document that affects the Owner Trustee's own rights, duties, benefits, protection, privileges, indemnities or immunities under this Agreement or otherwise.

In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Issuing Entity is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel or certificate of the Administrator to the effect that such amendment is authorized or permitted by the Transaction Documents and that all conditions precedent in the Transaction Documents for the execution and delivery thereof by the Issuing Entity or the Owner Trustee, as the case may be, have been satisfied.

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SECTION 11.02         No Legal Title to Trust Estate in Certificateholders. The Certificateholders shall not have legal title to any part of the Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their undivided beneficial ownership interest therein only in accordance with Articles V and IX. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

SECTION 11.03         Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholders, the Administrator, the Servicer and, to the extent expressly provided herein, the Indenture Trustee, the Noteholders and the Indemnified Parties, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 11.04         Notices. (a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or on the next Business Day after delivery if delivered by a recognized overnight courier or upon receipt of written confirmation of receipt of facsimile, if delivered by facsimile (except that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner Trustee) or upon receipt by electronic mail, if to the Owner Trustee, addressed to the Corporate Trust Office; if to the Depositor, addressed to World Omni Auto Leasing LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, telephone: 954-429-2200, facsimile: 954-429-2685, Attention: Treasurer; or, as to each party, at such other address or electronic mail address as shall be designated by such party in a written notice to each other party.

(b)          Any notice required or permitted to be given to a Certificateholder shall be given by first-class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

(c)          Notwithstanding any of the foregoing, with the consent of the appropriate party to this Agreement, the obligations of World Omni and any Affiliate of World Omni to deliver or provide any demand, delivery, notice, communication or instruction to such party other than a Noteholder shall be satisfied by World Omni or such Affiliate, as the case may be, making such demand, delivery, notice, communication or instruction available at https://via.intralinks.com/, or such other website or distribution service or provider as World Omni or such Affiliate, as applicable, shall designate by written notice to the other parties hereto.

SECTION 11.05         Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating 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.

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SECTION 11.06         Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.07         Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each of the Depositor and its permitted assignees, the Owner Trustee and its successors, and each Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder.

SECTION 11.08         No Petition. To the fullest extent permitted by applicable law, the Owner Trustee, by entering into this Agreement, each Certificateholder, by accepting a Trust Certificate, and the Indenture Trustee and each Noteholder, by accepting the benefits of this Agreement, hereby covenant and agree that they will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any involuntary 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 the Trust Certificates, the Notes, this Agreement or any of the Transaction Documents.

SECTION 11.09         No Recourse. Each Certificateholder by accepting a Trust Certificate acknowledges that such Certificateholder's Trust Certificates represent beneficial interests in the Trust only and do not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the Transaction Documents to which such parties are a party.

In the event that a Certificateholder (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust ("other assets"), the parties to this Agreement and the Certificateholders acknowledge and agree that: (i) such Certifcateholder's Certificate represents an undivided beneficial interest in the assets of the Trust and the Trust Estate only, (ii) any such Certificateholder's claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted ("entitled Persons"), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a "subordination agreement" within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

SECTION 11.10         Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

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SECTION 11.11         GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; provided, however, that to the fullest extent permitted by law, there shall not be applicable to the parties hereunder or this Agreement any provision of the laws (common or statutory) of the State of Delaware pertaining to trusts that relate to or regulate, in a manner inconsistent with the terms hereof, (a) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (c) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (d) fees or other sums payable to trustees, officers, agents or employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding or investing trust assets or (g) the establishment of fiduciary or other standards of responsibility or limitations on the acts or powers of trustees, provided, further, that no provision contained herein shall be construed to eliminate the implied covenant of good faith and fair dealing. Section 3540 of Title 12 of the Delaware Code shall not apply to the Trust.

SECTION 11.12         Waiver of Jury Trial. To the extent permitted by applicable law, each party hereto, and each Certificateholder, by its acceptance of a Trust Certificate, irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

SECTION 11.13         Information Requests. The parties hereto shall provide any information reasonably requested by the Servicer, the Trust, the Depositor or any of their Affiliates at the expense of the Servicer, the Trust, 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.

ARTICLE XII

COMPLIANCE WITH REGULATION AB

SECTION 12.01         Intent of the Parties; Reasonableness. The Depositor and the Owner Trustee acknowledge and agree that the purpose of this Article XII is to facilitate compliance by the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than the Depositor's compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Owner Trustee agrees to cooperate in good faith with the Depositor and shall deliver (and cause each of its Reporting Subcontractors, if any, to deliver) to the Depositor any information reasonably requested by the Depositor regarding the Owner Trustee which is required in order to enable the Depositor to comply with the provisions of Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB or any of its other Exchange Act reporting obligations as it relates to the Owner Trustee or to the Owner Trustee's obligations under this Agreement (including with respect to any of its successors or predecessors; provided, however, that this parenthetical shall apply only to the successors or predecessors of the Owner Trustee contemplated by Section 10.04 hereof). The obligations of the Owner Trustee to provide such information shall survive the removal or resignation of the Owner Trustee hereunder.

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SECTION 12.02         Information to Be Provided by the Owner Trustee. The Owner Trustee shall (i) on or before the fifth Business Day following a written request of the Depositor, provide to the Depositor, in writing, such information regarding the Owner Trustee as is requested for the purpose of compliance with Item 1117 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Owner Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB.

The Owner Trustee shall (i) on or before the fifth Business Day following a written request of the Depositor in connection with the preparation of any required quarterly or annual report, provide to the Depositor such information regarding the Owner Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Owner Trustee of any changes to such information, provide to the Depositor, in writing, updated information. Such information shall include, at a minimum:

(a)          the Owner Trustee's name and form of organization;

(b)          a description of the extent to which the Owner Trustee has had prior experience serving as a trustee for asset-backed securities transactions involving assets of the same type as the Exchange Note and related assets;

(c)          a description of any affiliation between the Owner Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Owner Trustee by the Depositor in writing in advance of such Securitization Transaction:

(i)          the sponsor;

(ii)         any depositor;

(iii)        the issuing entity;

(iv)        any servicer;

(v)         any trustee;

(vi)        any originator;

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(vii)       any significant obligor;

(viii)      any enhancement or support provider, including any swap or cap counterparty;

(ix)         any asset representations reviewer; and

(x)          any other material transaction party. 

In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor's understanding of the asset-backed securities.

*     *     *     *     *     *

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

WORLD OMNI AUTO LEASING LLC,
as Depositor
By:	/s/ Bryan Romano
	Name: Bryan Romano
	Title: Assistant Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee,
By:	/s/ Christopher J. Nuxoll
	Name: Christopher J. Nuxoll
	Title: Vice President

MUFG Union Bank, N.A. acknowledges and accepts, as of the date first above written, its appointment as Paying Agent in accordance with the terms of this Agreement and agrees to be bound by the terms of this Agreement applicable to the Paying Agent.

By:	/s/ Rafael E. Miranda
Name: Rafael E. Miranda
Title: Vice President

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EXHIBIT A

FORM OF TRUST CERTIFICATE

THIS CERTIFICATE IS SUBORDINATED TO THE NOTES, AS AND TO THE EXTENT SET FORTH IN THE TRANSACTION DOCUMENTS.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE THE HOLDER HEREOF IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE (i) THAT IT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE 1933 ACT (AN "ACCREDITED INVESTOR") AND THAT IT IS ACQUIRING THIS CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF, (ii) THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 1933 ACT (A "QUALIFIED INSTITUTIONAL BUYER") AND IS ACQUIRING SUCH CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) OR (iii) THAT IT IS AN INVESTOR THAT IS OTHERWISE PERMITTED TO ACQUIRE THIS CERTIFICATE UNDER THE TRUST AGREEMENT.

TRANSFER OF THE CERTIFICATES IS SUBJECT TO CERTAIN RESTRICTIONS. PROSPECTIVE PURCHASERS OF THE CERTIFICATES ARE REFERRED TO THE TERMS OF THE TRUST AGREEMENT (AS HEREINAFTER DEFINED) WITH RESPECT TO SUCH RESTRICTIONS. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS CERTIFICATE AND THE TERMS OF THE TRUST AGREEMENT, THE TRUST AGREEMENT SHALL GOVERN.

Ex. A-1

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO AN ACCREDITED INVESTOR THAT EXECUTES A CERTIFICATE, SUBSTANTIALLY IN THE FORM SPECIFIED IN THE TRUST AGREEMENT, TO THE EFFECT THAT IT IS AN ACCREDITED INVESTOR ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY), (iii) SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHO THE PROSPECTIVE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QUALIFIED INSTITUTIONAL BUYER, ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, IN WHICH CASE THE OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR. EXCEPT IN THE CASE OF A TRANSFER DESCRIBED IN CLAUSES (i) OR (iii) ABOVE, THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, ANY AFFILIATE OF THE DEPOSITOR OR THE OWNER TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE 1933 ACT.

EACH SECURITYHOLDER, BY ITS ACCEPTANCE OF THIS SECURITY, COVENANTS AND AGREES THAT SUCH SECURITYHOLDER, SHALL NOT, PRIOR TO THE DATE THAT IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE TRUST AGREEMENT, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE TRUST OR THE DEPOSITOR TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING AN INVOLUNTARY CASE AGAINST THE TRUST OR THE DEPOSITOR UNDER ANY FEDERAL OR STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW, OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE TRUST OR THE DEPOSITOR OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE TRUST OR THE DEPOSITOR.

Ex. A-2

No transfer of this Certificate shall be made to any Person unless the Certificate Registrar has received (A) a certificate in the form of paragraph 3 to the Investment Letter attached to the trust agreement as Exhibit D from such Person to the effect that such Person is not and is not acting on behalf of (i) an "employee benefit plan" as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA, (ii) a "plan" described in section 4975(e)(1) of the internal revenue Code of 1986, as amended (the "Code") that is subject to Section 4975 of the code, (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity or (iv) any plan that is subject to any federal, state or local law that is substantially similar to the foregoing provisions of ERISA or Section 4975 of the Code ("Similar Law") (each, a "Plan") or (B) an opinion of counsel satisfactory to the Owner Trustee, the Certificate Registrar and the Depositor to the effect that the purchase and holding of this Certificate by such Person (i) will not result in the assets of the Issuing Entity being deemed to be "plan assets" subject to the prohibited transactions provisions of ERISA, Section 4975 of the Code or Similar Law and will not subject the Owner Trustee, the Indenture Trustee, the Certificate Registrar, the Servicer or the Depositor to any obligation in addition to those undertaken in the Basic Documents and (ii) will not constitute or result in a NON-EXEMPT prohibited transaction under ERISA, Section 4975 of the Code or Similar Law. The preparation and delivery of the certificate and opinions referred to above with respect to a proposed transfer shall not be an expense of the Issuing Entity, the Owner Trustee, the Certificate Registrar, the Indenture Trustee, World Omni (in any capacity) or the Depositor. Any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee.

Ex. A-3

NO.:

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B
CERTIFICATE

Evidencing a fractional undivided interest in the Trust, as defined below, the property which consists of the Exchange Note (transferred to the Trust on the Closing Date, all monies received after the applicable Cut-Off Date; the Accounts; and certain other rights under the Trust Agreement and Exchange Note Transfer Agreement and all proceeds of the foregoing (but excluding the Notes and Trust Certificates).

THIS TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF AUTO LEASE FINANCE LLC, WORLD OMNI AUTO LEASING LLC, WORLD OMNI FINANCIAL CORP. OR ANY OF THEIR RESPECTIVE AFFILIATES.

THIS CERTIFIES THAT ________________ is the registered owner of ___% nonassessable, fully-paid, fractional undivided interest in World Omni Automobile Lease Securitization Trust 2018-B (the "Trust"), formed by World Omni Auto Leasing LLC, a Delaware limited liability company (the "Depositor").

OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Trust Certificates referred to in the within-mentioned Trust Agreement.

U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee			U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee
		OR	By:
			as Authenticating Agent
By:			By:
	Authorized Officer			Authorized Officer

Ex. A-4

The Trust was created pursuant to a Trust Agreement dated July 17, 2018 (as amended and restated as of September 19, 2018 and as may be further amended, restated or supplemented from time to time, the "Trust Agreement"), between the Depositor and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement or the Indenture, dated as of September 19, 2018 (as amended and supplemented from time to time, the "Indenture"), between the Trust and MUFG Union Bank, N.A., as indenture trustee, as applicable.

This Certificate is one of the duly authorized Certificates designated as "Trust Certificates" (herein called the "Trust Certificates"). Also issued under an Indenture are the Notes designated as "Asset-Backed Notes" (the "Notes"). This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Certificateholder of this Trust Certificate by virtue of its acceptance hereof assents and by which such Certificateholder is bound. The property of the Trust consists of the Exchange Notes transferred to the Trust on the Closing Date, all monies received after the applicable Cut-Off Date; the Accounts; and certain other rights under the Trust Agreement and Exchange Note Transfer Agreement, dated as of September 19, 2018 (as amended and supplemented from time to time, the "Exchange Note Transfer Agreement"), between the Trust and the Depositor, and all proceeds of the foregoing (but excluding the Notes and Trust Certificates). The rights of the Certificateholders are subordinated to the rights of the Noteholders, as and to the extent set forth in the Transaction Documents.

Under the Trust Agreement, there will be distributed on the 15th of each month of each year or, if such day is not a Business Day, the immediately following Business Day (each, a "Payment Date"), commencing on October 15, 2018, to the Person in whose name this Trust Certificate is registered at the close of business on the Business Day immediately preceding such Payment Date (the "Record Date"), such Certificateholder's fractional undivided interest in the amount to be distributed to Certificateholders on such Payment Date as is provided in the Transaction Documents.

The Certificateholder of this Trust Certificate acknowledges and agrees that its rights to receive distributions in respect of this Trust Certificate are subordinated to the rights of the Noteholders as described in the Transaction Documents.

It is the intention of the Depositor, the Servicer, the Administrator and the Certificateholders that, solely for federal, state and local income and franchise tax purposes, (a) so long as the Trust has only one Certificateholder, the Trust will be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership. Neither the Servicer, the Administrator nor the Depositor or any Certificateholder will take any action to the contrary.

Each Certificateholder, by its acceptance of a Trust Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Depositor, or join in any institution against the Depositor of, any involuntary 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 the Trust Certificates, the Notes, the Trust Agreement or any of the Transaction Documents.

Ex. A-5

Distributions on this Trust Certificate will be made as provided in the Trust Agreement by the Paying Agent by wire transfer or check mailed to the Certificateholder without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Trust Certificate will be made after due notice by the Owner Trustee or Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for that purpose by the Owner Trustee.

Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an Authorized Officer of the Owner Trustee, by manual signature, this Trust Certificate shall not entitle the Certificateholder hereof to any benefit under the Trust Agreement or the Exchange Note Transfer Agreement or be valid for any purpose.

THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Ex. A-6

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Trust Certificate to be duly executed.

	WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B
	By:	U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee
Dated:  _________________		By:
			Authorized Signatory

Ex. A-7

[REVERSE OF TRUST CERTIFICATE]

The Trust Certificates do not represent an obligation of, or an interest in, the Depositor, the Servicer, the Owner Trustee, or any affiliates of any of them and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated herein or in the Trust Agreement or the Transaction Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Exchange Notes (and certain other amounts), all as more specifically set forth herein and in the Exchange Note Transfer Agreement. A copy of each of the Exchange Note Transfer Agreement and the Trust Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the Certificateholders of not less than a 50.1% Percentage Interest in the Trust Certificates and holders of not less than 50.1% of the Outstanding Amount of the Controlling Securities. Any such consent by the Certificateholder of this Trust Certificate shall be conclusive and binding on such Certificateholder and on all future Certificateholders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this Trust Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Trust Certificates.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee, accompanied by (i) a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder hereof or such Certificateholder's attorney duly authorized in writing and (ii) certain opinions required by Section 3.03 of the Trust Agreement, and thereupon one or more new Trust Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is the Owner Trustee.

Except as provided in the Trust Agreement, the Trust Certificates shall be issued in a 100% Percentage Interest. As provided in the Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

Ex. A-8

The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

Ex. A-9

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)

the within Trust Certificate, and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________, attorney, to transfer said Trust Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.

Dated:

________________________________________*/

Signature Guaranteed:

____________________________*/

_________________

*/ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Trust Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

Ex. A-10

EXHIBIT B

CERTIFICATE OF TRUST OF
WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B

This Certificate of Trust of WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B (the "Trust"), is being duly executed and filed by the undersigned, not in its individual capacity but solely as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the "Act").

1.          Name. The name of the statutory trust formed hereby is World Omni Automobile Lease Securitization Trust 2018-B.

2.          Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are U.S. Bank Trust National Association, 300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801.

3.          Effective Date. This Certificate of Trust shall be effective upon filing.

*      *      *       *      *

Ex. B-1

IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has executed this Certificate of Trust in accordance with Section 3811(a) of the Act.

U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

Ex. B-2

EXHIBIT C

FORM OF TRANSFEROR CERTIFICATE

[DATE]

World Omni Auto Leasing LLC
190 Jim Moran Boulevard
Deerfield Beach, FL 33442

U.S. Bank Trust National Association,
as Owner Trustee of
World Omni Automobile Lease Securitization Trust 2018-B

U.S. Bank Trust National Association,
as Certificate Registrar of
World Omni Automobile Lease Securitization Trust 2018-B

Re: World Omni Automobile Lease Securitization Trust 2018-B
Trust Certificates

Ladies and Gentlemen:

In connection with our disposition of the above-referenced Trust Certificates (the "Certificates") we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being transferred by us in a transaction that is exempt from the registration requirements of the Act and (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act.

Very truly yours,
[NAME OF TRANSFEROR]
By:
	Authorized Officer

Ex. C-1

EXHIBIT D

FORM OF INVESTMENT LETTER

World Omni Auto Leasing LLC
190 Jim Moran Boulevard
Deerfield Beach, FL 33442

U.S. Bank Trust National Association, as Owner Trustee of
World Omni Automobile Lease Securitization Trust 2018-B

U.S. Bank Trust National Association, as Certificate Registrar of
World Omni Automobile Lease Securitization Trust 2018-B

Ladies and Gentlemen:

In connection with our proposed purchase of Trust Certificates (the "Certificates") of World Omni Automobile Lease Securitization Trust 2018-B (the "Issuing Entity"), we confirm that:

1.          We understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), and may not be sold except as permitted in the following sentence. We understand and agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, (x) that such Certificates are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and (y) that such Certificates may be resold, pledged or transferred only (i) to the Depositor, (ii) to an "accredited investor" as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the 1933 Act (an "Accredited Investor") acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless the holder is a bank acting in its fiduciary capacity) that executes a certificate substantially in the form hereof, (iii) so long as such Certificate is eligible for resale pursuant to Rule 144A under the 1933 Act ("Rule 144A"), to a person whom we reasonably believe after due inquiry is a "qualified institutional buyer" as defined in Rule 144A, acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are "qualified institutional buyers") to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (iv) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the 1933 Act, in which case the Owner Trustee shall require that both the prospective transferor and the prospective transferee certify to the Owner Trustee, the Certificate Registrar and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Depositor. Except in the case of a transfer described in clauses (i) or (iii) above, the Owner Trustee shall require that a written opinion of counsel (which will not be at the expense of the Depositor, any affiliate of the Depositor or the Owner Trustee) satisfactory to the Depositor and the Owner Trustee be delivered to the Depositor, the Certificate Registrar and the Owner Trustee to the effect that such transfer will not violate the 1933 Act, and will be effected in accordance with any applicable securities laws of each state of the United States. We will notify any purchaser of the Certificates from us of the above resale restrictions, if then applicable. We further understand that in connection with any transfer of the Certificates by us that the Depositor, the Certificate Registrar and the Owner Trustee may request, and if so requested we will furnish, such certificates and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions.

Ex. D-1

2.          [CHECK ONE]

¨ (a) We are an Accredited Investor acting for our own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors unless we are a bank acting in its fiduciary capacity). 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 Certificates, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investment for an indefinite period of time. We are acquiring the Certificates for investment and not with a view to, or for offer and sale in connection with, a public distribution.

¨ (b) We are a "qualified institutional buyer" as defined under Rule 144A under the 1933 Act and are acquiring the Certificates for our own account (and not for the account of others) or as a fiduciary or agent for others (which others also are "qualified institutional buyers"). We are familiar with Rule 144A under the 1933 Act and are aware that the seller of the Certificates and other parties intend to rely on the statements made herein and the exemption from the registration requirements of the 1933 Act provided by Rule 144A.

3.          We are not and are not acting on behalf of (i) an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA, (ii) a "plan" described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") that is subject to Section 4975 of the Code, (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each of clause (i) through (iii), a "Plan") or (iv) any plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code ("Similar Law"). We hereby acknowledge that no transfer of any Certificate shall be permitted to be made to any person unless the Owner Trustee has received (i) a certificate from such transferee to the effect of the preceding sentence or (ii) an opinion of counsel satisfactory to the Owner Trustee, the Certificate Registrar and the Depositor to the effect that the purchase and holding of any such Certificate by such person (A) will not result in the assets of the Issuing Entity being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA, Section 4975 of the Code or Similar Law and will not subject the Certificate Registrar, the Owner Trustee, the Indenture Trustee, the Servicer or the Depositor to any obligation in addition to those undertaken in the Basic Documents with respect to the Certificates and (B) will not constitute or result in a non-exempt prohibited transaction under ERISA, Section 4975 of the Code or Similar Law.

Ex. D-2

4.          We are a United States Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code) and agree to provide the Certificate Registrar, the Owner Trustee and the Depositor on or prior to the date hereof (and from time to time thereafter upon the reasonable request of the Certificate Registrar, the Owner Trustee or the Depositor), executed originals of Internal Revenue Service Form W-9 certifying that we are exempt from U.S. federal backup withholding tax.

5.          We understand that the Depositor, the Trust and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and we agree that if any of the acknowledgments, representations and warranties deemed to have been made by us by our purchase of the Certificates, for our own account or for one or more accounts as to each of which we exercise sole investment discretion, are no longer accurate, we shall promptly notify the Depositor.

6.          You are entitled to rely upon this letter and you 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.

Very truly yours,
[NAME OF PURCHASER]
By:
	Name:
	Title:
Date: ______________________________

Ex. D-3

EX-99.2

Exhibit 99.2

ADMINISTRATION AGREEMENT

AMONG

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B,

AS ISSUING ENTITY

WORLD OMNI FINANCIAL CORP.,

AS ADMINISTRATOR

AND

MUFG UNION BANK, N.A.,

AS INDENTURE TRUSTEE

DATED AS OF SEPTEMBER 19, 2018

Table of Contents

		Page
1.	Duties of the Administrator	1
2.	Records	3
3.	Compensation; Payment of Fees and Expenses	3
4.	Independence of the Administrator	4
5.	No Joint Venture	4
6.	Other Activities of the Administrator	5
7.	Representations and Warranties of the Administrator	5
8.	Administrator Replacement Events; Termination of the Administrator	5
9.	Action upon Termination or Removal	7
10.	Liens	7
11.	Notices	7
12.	Amendments	8
13.	Governing Law; Submission to Jurisdiction	9
14.	Headings	10
15.	Counterparts	10
16.	Severability of Provisions	10
17.	Not Applicable to World Omni in Other Capacities	10
18.	Benefits of the Administration Agreement	10
19.	Assignment	10
20.	Nonpetition Covenant	10
21.	Limitation of Liability	11
22.	Each Exchange Note Separate; Assignees of Exchange Note	12

i 

THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of September 19, 2018, is between WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B, a Delaware statutory trust (the “Issuing Entity”), WORLD OMNI FINANCIAL CORP., a Florida corporation, as administrator (“World Omni” or in its capacity as administrator, the “Administrator”), and MUFG UNION BANK, N.A., a national banking association, as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Indenture dated as of September 19, 2018 (the “Indenture”) by and between the Issuing Entity and the Indenture Trustee.

WITNESSETH:

WHEREAS, the Issuing Entity has issued the Notes pursuant to the Indenture and the Certificates pursuant to the Trust Agreement and has entered into or is subject to certain agreements in connection therewith, including, (i) the Exchange Note Transfer Agreement, (ii) the Indenture, (iii) the Depository Agreement, (iv) the Trust Agreement and (v) the asset representations review agreement, dated as of the date hereof (as amended, supplemented or otherwise modified and in effect from time to time, the “Asset Representations Review Agreement”), among the Issuing Entity, Clayton Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), and World Omni, as servicer (in its capacity as servicer, the “Servicer”) (each of the agreements referred to in clauses (i) through (v) are referred to herein collectively as the “Issuing Entity Documents”);

WHEREAS, to secure payment of the Notes, the Issuing Entity has pledged the Collateral to the Indenture Trustee pursuant to the Indenture;

WHEREAS, pursuant to the Issuing Entity Documents, the Issuing Entity is required to perform certain duties;

WHEREAS, the Issuing Entity desires to have the Administrator perform certain of the duties of the Issuing Entity, and to provide such additional services consistent with this Agreement and the Issuing Entity Documents as the Issuing Entity may from time to time request;

WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuing Entity on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Duties of the Administrator.

(a)          Duties with Respect to the Issuing Entity Documents. The Administrator shall perform all of its duties as Administrator under this Agreement and the Issuing Entity Documents and the duties and obligations of the Issuing Entity and the Owner Trustee (in its capacity as owner trustee) under the Issuing Entity Documents; provided, however, except as otherwise provided in the Issuing Entity Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity under any Issuing Entity Document. In addition, the Administrator shall consult with the Issuing Entity and the Owner Trustee regarding its duties and obligations under the Issuing Entity Documents. The Administrator shall monitor the performance of the Issuing Entity and the Owner Trustee and shall advise the Issuing Entity and the Owner Trustee when action is necessary to comply with the Issuing Entity’s and the Owner Trustee’s duties and obligations under the Issuing Entity Documents. The Administrator shall perform such calculations, and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the Issuing Entity Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to take pursuant to the Issuing Entity Documents, and shall prepare and execute on behalf of the Issuing Entity or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Issuing Entity Documents or otherwise by applicable law. To the extent a Reallocation Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Reallocation Request by the Seller, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Reallocation Request remains unresolved in connection with Section 2.3(d) of the Exchange Note Sale Agreement.

(b)          No Action by Administrator. Notwithstanding anything to the contrary in the Agreement, the Administrator shall not be obligated to, and shall not, take any action that the Issuing Entity directs the Administrator not to take or which would result in a violation or breach of the Issuing Entity’s covenants, agreements or obligations under any of the Issuing Entity Documents.

(c)          Non-Ministerial Matters; Exceptions to Administrator Duties.

(i)          Notwithstanding anything to the contrary in this Agreement, with respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless, within a reasonable time before the taking of such action, the Administrator shall have notified the Issuing Entity of the proposed action and the Issuing Entity shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:

(A)         the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity;

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(B)         the appointment of successor Note Registrars, successor Paying Agents, successor Indenture Trustees, successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations under the Indenture;

(C)         the removal of the Indenture Trustee; and

(D)         the removal of the Asset Representations Reviewer.

(ii)         Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Transaction Documents, (y) except as provided in the Transaction Documents, sell the Trust Estate or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

2.             Records. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection upon reasonable written request by the Issuing Entity, the Depositor and the Indenture Trustee at any time during normal business hours.

3.             Compensation; Payment of Fees and Expenses.

(a)          Administration Fee. As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to receive the Administration Fee in accordance with Section 8.4 of the Indenture. The Administrator shall pay all expenses incurred by it in connection with its activities hereunder.

(b)          Compensation and Indemnification under the Transaction Documents. The Administrator shall:

(i)          unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate 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 under the Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust);

(ii)         unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, and except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee and any Separate Trustee for all reasonable expenses, disbursements and advances reasonably incurred in connection with the performance of their duties under the Indenture;

(iii)        unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Indenture Trustee and any Separate Trustee, in their respective individual capacities and as trustees, and their successors, assigns, directors, officers, employees and agents in accordance with Section 6.7 of the Indenture;

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(iv)        defend any claim for which the Indenture Trustee or any Separate Trustee seeks indemnity and pay the fees and expenses of separate counsel of the Indenture Trustee or any Separate Trustee related to such defense;

(v)         unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Owner Trustee from time to time compensation for all services rendered by the Owner Trustee under the Trust Agreement in accordance with a fee letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(vi)        unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and authority and its duties under the Trust Agreement), except any such expense that may be attributable to the Owner Trustee’s willful misconduct, gross negligence or bad faith; and

(vii)       unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.02 of the Trust Agreement;

provided that, notwithstanding anything to the contrary contained herein or in any other Transaction Document, clauses (i) through (vii) above shall survive the termination of this Agreement.

4.             Independence of the Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuing Entity or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuing Entity, the Administrator shall have no authority to act for or to represent the Issuing Entity in any way (other than as permitted hereunder) and shall not otherwise be deemed an agent of the Issuing Entity.

5.             No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrator and the Issuing Entity as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

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6.             Other Activities of the Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an Administrator for any other Person even though such Person may engage in business activities similar to those of the Issuing Entity, the Owner Trustee or the Indenture Trustee.

7.             Representations and Warranties of the Administrator. The Administrator represents and warrants to the Issuing Entity and the Indenture Trustee as follows:

(a)          Existence and Power. The Administrator is a corporation validly existing and in good standing under the laws of its state of organization and has, in all material respects, all power and authority to carry on its business as now conducted. The Administrator has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Administrator to perform its obligations under the Transaction Documents.

(b)          Authorization and No Contravention. The execution, delivery and performance by the Administrator of the Transaction Documents to which it is a party (i) have been duly authorized by all necessary action on the part of the Administrator and (ii) do not contravene or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order or other instrument to which it is a party or its property is subject, other than violations which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Administrator’s ability to perform its obligations under, the Transaction Documents.

(c)          No Consent Required. No approval or authorization by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Administrator of any Transaction Document other than (i) UCC filings, (ii) approvals and authorizations that have previously been obtained and filings that have previously been made and (iii) approvals, authorizations or filings which, if not obtained or made, would not materially and adversely affect the ability of the Administrator to perform its obligations under the Transaction Documents.

(d)          Binding Effect. Each Transaction Document to which the Administrator is a party constitutes the legal, valid and binding obligation of the Administrator enforceable against the Administrator in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting the enforcement of creditors’ rights generally and, if applicable, the rights of creditors of limited liability companies from time to time in effect or by general principles of equity.

8.             Administrator Replacement Events; Termination of the Administrator.

(a)          Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity with at least sixty (60) days’ prior written notice.

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(b)          Subject to clauses (d) and (e) below, the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice.

(c)          The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing Entity, subject to Section 19 hereof, to terminate and replace the Administrator:

(i)          any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class;

(ii)         any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class;

(iii)        any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or

(iv)        the Administrator suffers a Bankruptcy Event.

provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence.

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(d)          If an Administrator Replacement Event shall have occurred, the Issuing Entity may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing Entity, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing Entity, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity to the new Administrator.

(e)          The Issuing Entity, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

9.             Action upon Termination or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 8, or the removal of the Administrator pursuant to Section 8, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination or removal.

10.           Liens. The Administrator will not directly or indirectly create, allow or suffer to exist any Lien on the Collateral other than Permitted Liens.

11.           Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows:

(a) if to the Administrator, to:

World Omni Financial Corp.
190 Jim Moran Blvd.
Deerfield Beach, Florida 33442
Attention: Treasurer
Telephone: (954) 429-2900
Facsimile: (954) 429-2685

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(b)          if to the Issuing Entity, to the Owner Trustee’s Corporate Trust Office;

(c)          if to the Owner Trustee, to its Corporate Trust Office; and

(d)          if to the Indenture Trustee, to its Corporate Trust Office

or to such other address or electronic mail address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid or hand-delivered to the address of such party as provided above or received by electronic mail. Notwithstanding the foregoing, with the consent of the appropriate party to this Agreement, the obligations of World Omni and any Affiliate of World Omni to deliver or provide any demand, delivery, notice, communication or instruction to such party other than a Noteholder shall be satisfied by World Omni or such Affiliate, as the case may be, making such demand, delivery, notice, communication or instruction available at https://via.intralinks.com/, or such other website or distribution service or provider as World Omni or such Affiliate, as applicable, shall designate by written notice to the other parties hereto.

If World Omni is no longer the Administrator, the successor Administrator shall provide any required Rating Agency notices under this Agreement to the Depositor, who shall promptly provide such notices to the Rating Agencies.

12.           Amendments.

(a)          Any term or provision of this Agreement may be amended by the Administrator without the consent of the Indenture Trustee, any Noteholder or the Issuing Entity; provided that (i) any amendment that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Outstanding Notes, voting as a single class, and (ii) any amendment that materially and adversely affects the interests of the Certificateholders, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment. The consent of the Certificateholders or the Issuing Entity shall be deemed to have been given if the Closed-End Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given.

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

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

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(d)          Prior to the execution of any amendment to this Agreement, the Administrator shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Issuing Entity, the Owner Trustee, and the Indenture Trustee.

(e)          Prior to the execution of any amendment to this Agreement, the Issuing Entity, the Owner Trustee and the Indenture Trustee shall be provided with and may conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties, benefits, protections, privileges, indemnities or immunities under this Agreement.

13.           Governing Law; Submission to Jurisdiction.

(a)          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b)          Each of the parties hereto hereby irrevocably and unconditionally:

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

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

(iii)        agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and

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

14.           Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

15.           Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

16.           Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

17.           Not Applicable to World Omni in Other Capacities. Nothing in this Agreement shall affect any obligation World Omni may have in any other capacity.

18.           Benefits of the Administration Agreement. Nothing in this Agreement, expressed or implied, shall give to any Person other than the parties hereto and their successors hereunder, the Owner Trustee, any separate trustee or co-trustee appointed under the Indenture and the Noteholders, any benefit or any legal or equitable right, remedy or claim under this Agreement. For the avoidance of doubt, the Owner Trustee is a third party beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

19.           Assignment. Each party hereto hereby acknowledges and consents to the mortgage, pledge, assignment and grant of a security interest by the Issuing Entity to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all of the Issuing Entity’s rights under this Agreement. In addition, the Administrator hereby acknowledges and agrees that for so long as any Notes are outstanding, the Indenture Trustee may, or at the direction of Noteholders holding not less than 66 2/3% of the Outstanding Note Amount and subject to the rights, protections and immunities set forth in the Indenture, shall exercise all waivers and consents, rights, remedies, powers, privileges and claims of the Issuing Entity under this Agreement.

20.           Nonpetition Covenant. With respect to each Bankruptcy Remote Party, each party hereto agrees that, prior to the date which is one year and one day after payment in full of all obligations under each Financing (i) no party hereto shall authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. Each of the parties hereto agrees that, prior to the date which is one year and one day after the payment in full of all obligations under each Financing, it will not institute against, or join any other Person in instituting against, any Bankruptcy Remote Party an action in bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of the United States or any State of the United States.

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21.           Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the Issuing Entity, 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 the Issuing Entity is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) U.S. Bank Trust National Association has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any other related documents.

In connection with its execution and acting hereunder, the Indenture Trustee shall be entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to it under the Indenture.

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22.           Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (a) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (i) the Exchange Note or the related 2018-B Reference Pool shall be enforceable against such Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool or any Unencumbered Reference Pool and (ii) any Other Exchange Note, any Other Reference Pool, the Warehouse Facility Pool or any Unencumbered Reference Pool shall be enforceable against such Other Exchange Note, Other Reference Pools, the Warehouse Facility Pool or Unencumbered Reference Pool only, as applicable, and not against the Exchange Note or any Closed-End Units included in the 2018-B Reference Pool, (c) except to the extent required by law, the Closed-End Units included in the Warehouse Facility Pool, Closed-End Units included in any Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any Other Exchange Note (other than the Exchange Note transferred hereunder which is related to the 2018-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Exchange Note in respect of such claim, (d) no creditor or holder of a claim relating to (i) the Exchange Note or the related 2018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note or the assets allocated thereto, and (ii) any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note other than the Exchange Note related to the 2018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2018-B Reference Pool, and (e) any purchaser, assignee or pledgee of an interest in the 2018-B Reference Pool or, the Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B
By:	U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee
By:	/s/ Christopher J. Nuxoll
	Name:	Christopher J. Nuxoll
	Title:	Vice President

S - 1

WORLD OMNI FINANCIAL CORP., as Administrator
By:	/s/ Bryan Romano
	Name:	Bryan Romano
	Title:	Assistant Treasurer

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MUFG UNION BANK, N.A., as Indenture Trustee
By:	/s/ Rafael E. Miranda
	Name:	Rafael E. Miranda
	Title:	Vice President

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EX-99.3

Exhibit 99.3

ASSET REPRESENTATIONS REVIEW AGREEMENT

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B,

as Issuer,

and

WORLD OMNI FINANCIAL CORP.,

as Servicer,

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

_____________________________

Dated as of September 19, 2018

_____________________________

TABLE OF CONTENTS

ARTICLE I. USAGE AND DEFINITIONS		1
Section 1.01	Usage and Definitions	1
Section 1.02	Definitions	1
ARTICLE II. ENGAGEMENT; ACCEPTANCE		2
Section 2.01	Engagement; Acceptance.	2
Section 2.02	Confirmation of Status.	2
Section 2.03	Consent to Filing.	2
ARTICLE III. ASSET REPRESENTATIONS REVIEW PROCESS		3
Section 3.01	Review Notices and Identification of Review Transaction Leases.	3
Section 3.02	Review Materials.	3
Section 3.03	Performance of Reviews.	3
Section 3.04	Review Report.	5
Section 3.05	Review Representatives.	5
Section 3.06	Dispute Resolution.	5
Section 3.07	Limitations on Review Obligations.	6
ARTICLE IV. ASSET REPRESENTATIONS REVIEWER		6
Section 4.01	Representations and Warranties of the Asset Representations Reviewer.	6
Section 4.02	Fees and Expenses	7
Section 4.03	Limitation on Liability.	9
Section 4.04	Indemnification by Asset Representations Reviewer.	9
Section 4.05	Indemnification of Asset Representations Reviewer.	9
Section 4.06	Inspections of Asset Representations Reviewer	10
Section 4.07	Delegation of Obligations	10
Section 4.08	Confidential Information	10
Section 4.09	Personally Identifiable Information	12
ARTICLE V. REMOVAL, RESIGNATION		14
Section 5.01	Eligibility of the Asset Representations Reviewer.	14
Section 5.02	Resignation and Removal of Asset Representations Reviewer.	15
Section 5.03	Successor Asset Representations Reviewer	15
Section 5.04	Merger, Consolidation or Succession	16
ARTICLE VI. OTHER AGREEMENTS		16
Section 6.01	Independence of the Asset Representations Reviewer.	16
Section 6.02	No Petition	16
Section 6.03	Limitation of Liability of Owner Trustee	16
Section 6.04	Termination of Agreement	17
ARTICLE VII. MISCELLANEOUS PROVISIONS		17
Section 7.01	Amendments.	17
Section 7.02	Assignment; Benefit of Agreement; Third Party Beneficiaries	18
Section 7.03	Notices	18

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Section 7.04	GOVERNING LAW	19
Section 7.05	WAIVER OF JURY TRIAL	19
Section 7.06	No Waiver; Remedies	19
Section 7.07	Severability	19
Section 7.08	Headings	19
Section 7.09	Counterparts	19

Schedule A – Review Materials

Schedule B – Representations, Warranties and Tests

ii 

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), dated as of September 19, 2018, by and among WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B, a Delaware statutory trust (the “Issuer”), WORLD OMNI FINANCIAL CORP., a Florida corporation (the “Servicer”), and Clayton Fixed Income Services LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).

WHEREAS, the Issuer will engage the Asset Representations Reviewer to perform reviews of certain Transaction Leases for compliance with certain representations and warranties made with respect thereto; and

WHEREAS, the Asset Representations Reviewer desires to perform such reviews of Transaction Leases in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I.
USAGE AND DEFINITIONS

Section 1.01         Usage and Definitions.

Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Indenture, dated as of September 19, 2018 (the “Indenture”), among MUFG Union Bank, N.A., as indenture trustee, and the Issuer, or if not defined therein, in the 2018-B Exchange Note Supplement to Collateral Agency Agreement, dated as of September 19, 2018, among World Omni LT, as borrower, Auto Lease Finance LLC, as initial beneficiary, AL Holding Corp., as closed-end collateral agent, and U.S. Bank National Association, as closed-end administrative agent.

Section 1.02         Definitions.

Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Annual Fee” has the meaning stated in Section 4.02(a).

“Confidential Information” has the meaning stated in Section 4.08(b).

“Eligible Representations” shall mean those representations identified within the “Tests” included in Schedule B.

“Information Recipients” has the meaning stated in Section 4.08(a).

“Indemnified Person” has the meaning stated in Section 4.05(a).

“Issuer PII” has the meaning stated in Section 4.09(a).

“Personally Identifiable Information” or “PII” has the meaning stated in Section 4.09(a).

“Review Fee” has the meaning stated in Section 4.02(b).

“Review Materials” means the documents, data, and other information required for each “Test” in Schedule A.

“Review Transaction Lease” means those Transaction Leases that have been Delinquent Units for 60 days or more as of the last day of the preceding Collection Period identified by the Servicer as requiring a Review by the Asset Representations Reviewer following receipt of a Review Notice according to Section 3.01.

“Review Report” has the meaning stated in Section 3.04.

“Tests” mean the procedures listed in Schedule B as applied to the process described in Section 3.03.

“Test Complete” has the meeting stated in Section 3.03(c).

“Test Fail” has the meaning stated in Section 3.03(a).

“Test Pass” has the meaning stated in Section 3.03(a).

ARTICLE II.
ENGAGEMENT; ACCEPTANCE

Section 2.01         Engagement; Acceptance.

The Issuer hereby engages Clayton Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuer. Clayton Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms stated in this Agreement.

Section 2.02         Confirmation of Status.

The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Transaction Leases for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents.

Section 2.03         Consent to Filing.

The Asset Representations Reviewer hereby consents to the filing of this Agreement, including the schedules hereto, with the Commission.

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ARTICLE III.
ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.01         Review Notices and Identification of Review Transaction Leases.

On receipt of a Review Notice from the Indenture Trustee according to Section 7.5(c) of the Indenture, the Asset Representations Reviewer will start a Review. The Servicer will provide the list of Review Transaction Leases to the Asset Representations Reviewer promptly upon receipt of the Review Notice.

The Asset Representations Reviewer will not be obligated to start, and will not start, a Review until a Review Notice and the related list of Review Transaction Leases is received. The Asset Representations Reviewer is not obligated to verify (i) whether the conditions to the initiation of the Review and the issuance of a Review Notice described in Section 7.5 of the Indenture were satisfied or (ii) the accuracy or completeness of the list of Review Transaction Leases provided by the Servicer.

Section 3.02         Review Materials.

(a)          Access to Review Materials. Within 60 days of receipt of a Review Notice, the Servicer will provide the Asset Representations Reviewer with access to the Review Materials for all Review Transaction Leases in one or more of the following ways, at its option: (i) by providing access to the Servicer’s systems, either remotely or at an office of the Servicer, (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at an office of the Servicer or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer. The Servicer may redact or remove Personally Identifiable Information from the Review Materials without changing the meaning or usefulness of the Review Materials. The Asset Representations Reviewer shall be entitled to rely in good faith, without independent investigation or verification, that the Review Materials are accurate and complete in all material respects, and not misleading in any material respect.

(b)          Missing or Insufficient Review Materials. Upon receipt of the Review Materials, the Asset Representations Reviewer will review the Review Materials to determine if any Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test. If the Asset Representations Reviewer determines any missing or insufficient Review Materials, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than 20 days before completing the Review. The Servicer will have 15 days to give the Asset Representations Reviewer access to the missing Review Materials or other documents or information to correct the insufficiency. If the missing Review Materials or other documents have not been provided by the Servicer within 15 days, the related Review Report will report a Test Fail for each Test that requires use of the missing or insufficient Review Materials.

Section 3.03         Performance of Reviews.

(a)          Test Procedures. For a Review, the Asset Representations Reviewer will perform, for each Review Transaction Lease, the Tests for each Eligible Representation. In the course of its review, the Asset Representations Reviewer will use the Review Materials listed in Schedule A as specified in the description of each Test under Schedule B. For each Test and Review Transaction Lease, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”). During the course of its review, the Asset Representations Reviewer will provide the Issuer and the Servicer with a preliminary list of any Test Fail and the issues identified and, at that time, the Servicer has the option of electing to provide additional Review Materials or information which the Asset Representations Reviewer will analyze and consider in preparing the Review Report.

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(b)          Review Period. The Asset Representations Reviewer will complete the Review within 60 days of receiving access to the Review Materials. However, if missing or additional Review Materials are provided to the Asset Representations Reviewer as described in Sections 3.02(b) or 3.03(a), the Review period will be extended for an additional 30 days.

(c)          Completion of Review for Certain Review Transaction Leases. Following the delivery of the list of the Review Transaction Leases and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if all amounts owing under a Review Transaction Lease are paid in connection with the scheduled expiration or early termination of such Review Transaction Lease or otherwise satisfied or reallocated from the 2018-B Reference Pool in accordance with Section 2.3(c) of the Exchange Note Sale Agreement or Section 13.12 of the Exchange Note Servicing Supplement. On receipt of such notice, the Asset Representations Reviewer will immediately terminate all Tests of the related Review Transaction Lease, and the Review of such Review Transaction Leases will be considered complete (a “Test Complete”). In this case, the related Review Report will indicate a Test Complete for such Review Transaction Lease and the related reason.

(d)          Previously Reviewed Transaction Leases; Duplicative Tests. If any Review Transaction Lease was included in a prior Review, the Asset Representations Reviewer will not conduct additional Tests on such Review Transaction Lease, but will include the previously reported Test results in the Review Report for the current Review. If the same Test is required for more than one Eligible Representation, the Asset Representations Reviewer will only perform the Test once for each Review Transaction Lease, but will report the results of the Test for each applicable Eligible Representation on the Review Report.

(e)          Termination of Review. If a Review is in process and the Notes will be paid in full on the next Payment Date, the Servicer or the Administrator will notify the Asset Representations Reviewer no less than 10 days before that Payment Date. On receipt of such notice, the Asset Representations Reviewer will terminate the Review immediately and will not be obligated to deliver a Review Report.

(f)          Review Systems; Personnel. The Asset Representations Reviewer will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Transaction Lease and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

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Section 3.04         Review Report.

Within 5 days after the end of the applicable Review period under Section 3.03(b), the Asset Representations Reviewer will deliver to the Administrator on behalf of the Issuer, the Servicer, and the Indenture Trustee a review report (the “Review Report”) indicating for each Review Transaction Lease whether there was a Test Pass, Test Fail or Test Complete for each related Test. For each Test Fail or Test Complete, the Review Report will indicate the related reason, including (for example) whether the Review Transaction Lease was a Test Fail as a result of missing or incomplete Review Materials. The Review Report will contain a summary of the Review results to be included in the Issuer’s Form 10-D report for the Collection Period in which the Review Report is received. The Asset Representations Reviewer will ensure that the Review Report does not contain any PII. On reasonable request of the Servicer, the Asset Representations Reviewer will provide additional details on the Test results.

Section 3.05         Review Representatives.

(a)          Servicer Representative. The Servicer will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Review, including responding to requests and answering questions from the Asset Representations Reviewer about access to Review Materials on the Servicer’s or World Omni’s originations, lease or other systems, obtaining missing or insufficient Review Materials and/or providing clarification of any Review Materials or Tests.

(b)          Asset Representations Review Representative. The Asset Representations Reviewer will designate one or more representatives who will be available to the Issuer and the Servicer during the performance of a Review.

(c)          Questions About Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Review Report from the Indenture Trustee or the Servicer until the earlier of (i) the payment in full of the Notes and (ii) one year after the delivery of the Review Report. The Asset Representations Reviewer will not be obligated to respond to questions or requests for clarification from Noteholders or any other Person and will direct such Persons to submit written questions or requests to the Indenture Trustee.

Section 3.06         Dispute Resolution.

If a Review Transaction Lease that was the subject of a Review becomes the subject of a dispute resolution proceeding under Section 2.3(d) of the Exchange Note Sale Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and, for any mediation proceeding, will be paid by a party to the dispute resolution as determined by the mutual agreement of such parties and, for any binding arbitration, will be paid by a party to the dispute resolution as determined by the arbitrator for the dispute resolution according to Section 2.3(d) of the Exchange Note Sale Agreement. If not paid by a party to the dispute resolution, the expenses will be reimbursed in accordance with Section 4.02(d) of this Agreement.

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Section 3.07         Limitations on Review Obligations.

(a)          Review Process Limitations. The Asset Representations Reviewer will have no obligation (i) to determine whether the Delinquency Trigger has been met or exceeded or whether the required percentage of Noteholders has voted to direct a Review under the Indenture, (ii) to determine which Transaction Leases are subject to a Review, (iii) to obtain or confirm the validity of the Review Materials, (iv) to obtain missing or insufficient Review Materials except as specifically described herein, (v) to take any action or cause any other party to take any action under any of the Transaction Documents to enforce any remedies for breaches of representations or warranties about the Eligible Representations, (vi) to determine the reason for the delinquency of any Review Transaction Lease, the creditworthiness of any Closed-End Obligor, the overall quality of any Review Transaction Lease or the compliance by the Servicer with its covenants with respect to the servicing of such Review Transaction Lease, or (vii) to establish cause, materiality or recourse for any failed Test as described in Section 3.03.

(b)          Testing Procedure Limitations. The Asset Representations Reviewer will only be required to perform the Tests, and will not be obligated to perform additional procedures on any Review Transaction Lease or to provide any information other than a Review Report. However, the Asset Representations Reviewer may provide additional information in a Review Report about any Review Transaction Lease that it determines in good faith to be material to the Review.

(c)          Maintenance of Review Materials. It will maintain copies of any Review Materials, Review Reports and other documents relating to a Review, including internal correspondence and work papers, until the earlier of (i) payment in full of the Notes and (ii) one year after the delivery of any Review Report. At the expiration of such period, the Asset Representations Reviewer shall return Review Materials to the Servicer.

ARTICLE IV.
ASSET REPRESENTATIONS REVIEWER

Section 4.01         Representations and Warranties of the Asset Representations Reviewer.

The Asset Representations Reviewer hereby makes the following representations and warranties as of the Closing Date:

(a)          Organization and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a limited liability company in good standing under the laws of State of Delaware. The Asset Representations Reviewer is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

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(b)          Power, Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c)          No Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, loan agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of any indenture, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its property that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(d)          No Proceedings. To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(e)          Eligibility. The Asset Representations Reviewer meets the eligibility requirements in Section 5.01, and will notify the Issuer and the Servicer promptly if it no longer meets, or reasonably expects that it will no longer meet, the eligibility requirements in Section 5.01.

Section 4.02         Fees and Expenses.

(a)          Annual Fee. As compensation for its activities hereunder, the Asset Representations Reviewer shall be entitled to receive an annual fee (the “Annual Fee”) with respect to each annual period prior to the termination of the Issuer, in an amount equal to $5,000; provided, that the Asset Representations Reviewer will return to the Servicer or the Issuer, as applicable, the pro rata portion of the Annual Fee to the extent the Issuer is terminated prior to the end of an annual period for which an Annual Fee has been paid. The Annual Fee will be paid by the Servicer on the Closing Date and on each anniversary of the Closing Date until this Agreement is terminated.

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(b)          Review Fee. Following the completion of a Review and the delivery of the related Review Report pursuant to Section 3.04, or the termination of a Review according to Section 3.03(e), and the delivery to the Issuer and the Servicer of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee of $175 for each Review Transaction Lease for which the Review was started (the “Review Fee”) to be paid by the Servicer within 30 days upon receipt of such invoice. However, no Review Fee will be charged for any Review Transaction Lease (i) which was included in a prior Review, (ii) for which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Review according to Section 3.03(e), (iii) for which no Tests were completed prior to the Asset Representations Reviewer being notified of all amounts owing under the Review Transaction Lease have been paid in connection with the scheduled expiration or early termination of such Review Transaction Lease, otherwise satisfied or reallocated from the 2018-B Reference Pool as described in Section 3.03(c), or (iv) due to missing or insufficient Review Materials under Section 3.02(b). However, if a Review is terminated according to Section 3.03(e), the Asset Representations Reviewer must submit its invoice to the Issuer and the Servicer for the Review Fee for the terminated Review no later than ten (10) Business Days before the final Payment Date to be reimbursed on such final Payment Date.

(c)          Reimbursement of Travel Expenses. If the Servicer provides access to the Review Materials at one of its properties, the Servicer will reimburse the Asset Representations Reviewer for its reasonable out-of-pocket travel expenses incurred in connection with the Review promptly following receipt of a detailed invoice.

(d)          Dispute Resolution Expenses. If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.06 of this Agreement and its reasonable out-of-pocket expenses for participating in the proceeding are not paid by a party to the dispute resolution within ninety (90) days after the end of the proceeding, the Servicer will reimburse the Asset Representations Reviewer for such expenses promptly following receipt of a detailed invoice.

(e)          Payment of Invoices. When applicable pursuant to this Section 4.02 and 4.05, the Asset Representations Reviewer will invoice the Servicer at the notices address set forth in Section 16.3 of the Exchange Note Servicing Supplement, and all such invoices are payable within thirty (30) days of receipt. In the event fees and expenses of the Asset Representations Reviewer are not paid by the Servicer within sixty (60) days, the Asset Representations Reviewer will issue invoices to the Issuer (with a copy to the Depositor) at the notices address set forth in Section 11.4 of the Indenture and the Issuer shall pay all invoices submitted by the Asset Representations Reviewer according to the priority of payments in Sections 5.4(b) and 8.4(a) of the Indenture on the Payment Date following the month in which the invoice was received by the Issuer.

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Section 4.03         Limitation on Liability.

The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment. However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement. In no event will the Asset Representations Reviewer be liable for special, punitive, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Section 4.04         Indemnification by Asset Representations Reviewer.

The Asset Representations Reviewer will indemnify each of the Titling Trust, the Titling Trustee, the Titling Trustee Agent, the Closed-End Collateral Agent, the Issuer, World Omni, the Depositor, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities, including without limitation, reasonable attorney’s fees and expenses relating to the enforcement of such indemnity, resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement or (c) the Asset Representation Reviewer’s breach of any of its obligations in Section 4.08 and 4.09 of this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Section 4.05         Indemnification of Asset Representations Reviewer.

(a)          Indemnification. The Issuer will, or will cause the Servicer to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of the Asset Representations Reviewer’s obligations under this Agreement (including the reasonable out-of-pocket attorneys’ fees and other fees and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence, (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement or (iii) the Asset Representation Reviewer’s breach of any of its obligations in Section 4.08 and 4.09 of this Agreement.

(b)          Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.05(a), notify the Issuer and the Servicer of the Proceeding. The Issuer or the Servicer may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer or the Servicer notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer, the Servicer or the Servicer assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer and the Servicer will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer or the Servicer, as applicable, and an Indemnified Person. If there is a conflict, the Issuer or the Servicer will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of the Issuer and the Servicer and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

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(c)          Survival of Obligations. The Issuer’s and the Servicer’s obligations under this Section 4.05 will survive the resignation or removal of the Asset Representations Reviewer and the termination of this Agreement. For the avoidance of doubt, indemnities, fees and expenses payable to the Asset Representations Reviewer pursuant to Sections 4.02 and 4.05 of this Agreement are not limited to the annual maximum amount set forth in the prospectus.

(d)          Repayment. If the Issuer or the Servicer makes any payment under this Section 4.05 and the Indemnified Parties later collects any of the amounts for which the payments were made to it from others, the Indemnified Person will promptly repay the amount to the Issuer or the Servicer, as applicable.

Section 4.06         Inspections of Asset Representations Reviewer.

The Asset Representations Reviewer agrees that, with reasonable advance notice not more than once during any year, it will permit authorized representatives of the Issuer, the Servicer or the Administrator, during the Asset Representations Reviewer's normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer's obligations under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this Agreement. In addition, the Asset Representations Reviewer will permit the Issuer's, the Servicer's or the Administrator's representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer's officers and employees. Each of the Issuer, the Servicer and the Administrator will, and will cause its authorized representatives to, hold in confidence the information except if disclosure may be required by law or if the Issuer, the Servicer or the Administrator reasonably determines that it is required to make the disclosure under this Agreement or the other Transaction Documents. The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement.

Section 4.07         Delegation of Obligations. The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Servicer, which consent will not be unreasonably withheld or delayed.

Section 4.08         Confidential Information.

(a)          Treatment. The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Section 4.08, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential Information will not, without the prior consent of the Issuer and the Servicer, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel (collectively, the "Information Recipients") other than for the purposes of performing Reviews of Review Transaction Leases or performing its obligations under this Agreement. The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by the Depositor or its Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

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(b)          Definition. "Confidential Information" means oral, written and electronic materials (irrespective of its source or form of communication) furnished to or obtained by the Asset Representations Reviewer before, on or after the date of this Agreement, including without limitation:

(i)          lists of Review Transaction Leases and any related Review Materials;

(ii)         origination and servicing guidelines, policies and procedures, and form leases;

(iii)        notes, analyses, compilations, studies or other documents or records prepared by the Servicer, which contain information supplied by or on behalf of the Servicer or its representatives; and

(iv)        all Issuer PII.

However, except for Issuer PII (which shall always be deemed to be Confidential Information), Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (B) was available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other than the Issuer or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Issuer or the Servicer and is not prohibited from transmitting the information to the Information Recipients, (C) is independently developed by the Information Recipients without the use of the Confidential Information, as shown by the Information Recipients' files and records or other evidence in the Information Recipients' possession or (D) the Issuer or the Servicer provides permission to the applicable Information Recipients to release.

(c)          Protection. The Asset Representations Reviewer will protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, and shall use at least the same standard of care that it uses to protect its own confidential information and not less than a reasonable standard of care. The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements in Section 4.09.

(d)          Disclosure. If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However, before a required disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its reasonable efforts to provide the Issuer and the Servicer with notice of the requirement and will cooperate, at the Servicer's expense, in the Issuer's and the Servicer's pursuit of a proper protective order or other relief for the disclosure of the Confidential Information. If the Issuer or the Servicer is unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

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(e)          Responsibility for Information Recipients. The Asset Representations Reviewer will be responsible for a breach of this Section 4.08 by its Information Recipients.

(f)          Violation. The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer and the Servicer and the Issuer and the Servicer may seek injunctive relief in addition to legal remedies. If an action is initiated by the Issuer or the Servicer to enforce this Section 4.08, the prevailing party will be reimbursed for its fees and expenses, including reasonable attorney's fees, incurred for the enforcement.

Section 4.09         Personally Identifiable Information.

(a)          Definitions. "Personally Identifiable Information" or "PII" means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual. "Issuer PII" means PII furnished by the Issuer, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.

(b)          Use of Issuer PII. The Issuer does not grant the Asset Representations Reviewer any rights to Issuer PII except as provided in this Agreement. The Asset Representations Reviewer will use Issuer PII only to perform its obligations under this Agreement or as specifically directed in writing by the Issuer and will only reproduce Issuer PII to the extent necessary for these purposes. The Asset Representations Reviewer must comply with all laws, rules, regulations and orders (including without limitation § 501(b) of the Gramm-Leach-Bliley Act and the Interagency Guidelines Establishing Standards for Safeguarding Customer Information (12 C.F.R. Section 208, Appendix D-2)) applicable to PII, Issuer PII or the Asset Representations Reviewer's business, including any legally required codes of conduct, including those relating to privacy, security and data protection (collectively, “Privacy Laws”). The Asset Representations Reviewer will protect and secure Issuer PII and prevent the improper use or disclosure thereof. The Asset Representations Reviewer will implement privacy or data protection policies and procedures that comply with applicable law and this Agreement. The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect against unauthorized access to or use of Issuer PII and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

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(c)          Additional Requirements and Limitations. In addition to the use and protection requirements described in Section 4.09(b), the Asset Representations Reviewer's disclosure of Issuer PII is also subject to the following requirements:

(i)          The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform a Review, (B) with the prior written consent of the Issuer and the Servicer or (C) as required by applicable law. When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection of Issuer PII.

(ii)         The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior written consent of the Issuer and the Servicer.

(iii)        The Asset Representations Reviewer agrees, represents and warrants that the Asset Representations Reviewer has, and will continue to have, adequate administrative, technical, and physical safeguards designed to: (a) to ensure the security and confidentiality of all PII; (b) to protect against any anticipated threats or hazards to the security or integrity of PII; and (c) to protect against unauthorized acquisition of, access to or use of PII which could result in a “breach” as that terms is defined under applicable Privacy Laws, or substantial harm to Issuer or Servicer or any individual about whom Issuer or Servicer has or collects financial and other information.

(iv)        The Asset Representations Reviewer agrees to provide Issuer and Servicer with information regarding its and its representatives’ privacy and information security systems, policies and procedures as Issuer or Servicer may reasonably request relating to its compliance with this Agreement and applicable Privacy Laws. The Asset Representations Reviewer agrees to provide training in the Privacy Laws and Asset Representations Reviewer’s information security policies to all Asset Representations Reviewer personnel whose duties pursuant to this Agreement could bring them in contact with PII. The Asset Representations Reviewer shall comply at all times with Servicer’s information security policies and procedures in connection with any access to or use of Servicer’s network or systems.

(d)          Notice of Breach. The Asset Representations Reviewer will notify the Issuer and the Servicer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII and, where applicable, immediately take action to prevent any further breach.

 13

(e)          Return or Disposal of Issuer PII. Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion of the Review or the request of the Issuer or the Servicer, all Issuer PII in any medium in the Asset Representations Reviewer's possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Issuer or the Servicer, returned to the Issuer or the Servicer, as applicable, without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without charge to the Issuer or the Servicer. Where the Asset Representations Reviewer retains Issuer PII, the Asset Representations Reviewer will limit the Asset Representations Reviewer's further use or disclosure of Issuer PII to that required by applicable law.

(f)          Compliance; Modification. The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer's compliance with this Section 4.09. The Asset Representations Reviewer and the Issuer agree to modify this Section 4.09 as necessary for either party to comply with applicable law.

(g)          Audit of Asset Representations Reviewer. The Asset Representations Reviewer will permit the Issuer and the Servicer and each of their authorized representatives to audit the Asset Representations Reviewer's compliance with this Section 4.09 during the Asset Representations Reviewer's normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits. Each of the Issuer and the Servicer agrees to make reasonable efforts to schedule any audit described in this Section 4.09 with the inspections described in Section 4.06. The Asset Representations Reviewer will also permit the Issuer and the Servicer during normal business hours on reasonable advance notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer's obligations under this Agreement and the Asset Representations Reviewer shall make commercially reasonable efforts to cause such service providers to permit the Issuer and the Servicer to conduct such audit.

(h)          Affiliates and Third Parties. If the Asset Representations Reviewer processes the PII of the Issuer's Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.09, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party may enforce the PII related terms of this Section 4.09 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

ARTICLE V.
REMOVAL, RESIGNATION

Section 5.01         Eligibility of the Asset Representations Reviewer.

The Asset Representations Reviewer must be a Person who (a) is not Affiliated with World Omni, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by World Omni or any underwriter to perform any due diligence on the Transaction Leases prior to the Closing Date.

 14

Section 5.02         Resignation and Removal of Asset Representations Reviewer.

(a)          No Resignation. The Asset Representations Reviewer will not resign as Asset Representations Reviewer unless it determines it is legally unable to perform its obligations under this Agreement and there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable law. In such event, the Asset Representations Reviewer will deliver a notice of its resignation to the Issuer and the Servicer, together with an opinion of counsel supporting its determination.

(b)          Removal. If any of the following events occur, the Issuer, by notice to the Asset Representations Reviewer, may remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement:

(i)          the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.01;

(ii)         the Asset Representations Reviewer breaches of any of its representations, warranties, covenants or obligations in this Agreement; or

(iii)        an Insolvency Event of the Asset Representations Reviewer occurs.

(c)          Notice of Resignation or Removal. The Issuer will notify the Servicer, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

(d)          Continue to Perform After Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective, and the Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations Reviewer has accepted its engagement according to Section 5.03(b).

Section 5.03         Successor Asset Representations Reviewer.

(a)          Engagement of Successor Asset Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer, the Issuer will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.01.

(b)          Effectiveness of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective until the successor Asset Representations Reviewer has executed and delivered to the Issuer and the Servicer an agreement accepting its engagement and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entering into a new agreement with the Issuer on substantially the same terms as this Agreement.

(c)          Transition and Expenses. If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and the Servicer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The outgoing Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer and the Servicer or the successor Asset Representations Reviewer.

 15

Section 5.04         Merger, Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.01, will be the successor to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer, the Servicer and the Administrator an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE VI.
OTHER AGREEMENTS

Section 6.01         Independence of the Asset Representations Reviewer.

The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer for the manner in which it accomplishes the performance of its obligations under this Agreement. Unless expressly authorized by the Issuer, the Asset Representations Reviewer will have no authority to act for or represent the Issuer and will not be considered an agent of the Issuer. Nothing in this Agreement will make the Asset Representations Reviewer and the Issuer members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.02         No Petition.

Each of the parties agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of all securities or Trust-Related Obligations issued by the Depositor, the Issuer or by a trust for which the Depositor was a depositor or the Titling Trust, as applicable, it will not start or pursue against, or join any other Person in starting or pursuing against the Depositor, the Issuer or the Titling Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law. This Section 6.02 will survive the termination of this Agreement.

Section 6.03         Limitation of Liability of Owner Trustee .

It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the Issuer, 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 the Issuer is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) U.S. Bank Trust National Association has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (e) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

 16

Section 6.04         Termination of Agreement.

This Agreement will terminate, except for the obligations under Section 4.04 and the other obligations of the Issuer, the Servicer and the Asset Representations Reviewer specified as surviving the termination of this Agreement, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture, (b) the date the Issuer is terminated under the Trust Agreement and (c) the removal or resignation of the Asset Representations Reviewer in accordance with the terms of this Agreement.

ARTICLE VII.
MISCELLANEOUS PROVISIONS

Section 7.01         Amendments.

(a)          This Agreement may be amended by the Issuer, the Servicer and the Asset Representations Reviewer, without the consent of any of the Noteholders or the Certificateholders or any other Person, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder.

(b)          This Agreement may also be amended from time to time by the Issuer, the Servicer and the Asset Representations Reviewer, with the consent of Holders of Notes evidencing not less than 50% of the Outstanding Amount of the Controlling Securities (unless (i) the interests of the Noteholders are not affected materially and adversely, (ii) an Officer’s Certificate of the Servicer to that effect is delivered to the Indenture Trustee by the Depositor and (iii) satisfaction of the Rating Agency Condition) and the consent of the Holders (as defined in the Trust Agreement) of Certificates evidencing not less than 50% of the percentage interest of the Certificates (unless (i) the interests of the Certificateholders are not affected materially and adversely and (ii) an Officer’s Certificate of the Servicer to that effect is delivered to the Owner Trustee by the Depositor) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, (b) change the provisions of this Agreement relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes or (c) reduce the consent percentages in this sentence, without the consent of the Holders of all outstanding Notes and the Holders (as defined in the Trust Agreement) of all the outstanding Certificates affected thereby.

 17

(c)          Promptly after the execution of any such amendment or consent, the Servicer shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies.

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

Section 7.02         Assignment; Benefit of Agreement; Third Party Beneficiaries.

(a)          Assignment. Except as stated in Section 5.04, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Issuer and the Servicer.

(b)          Benefit of Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns. The Owner Trustee and the Indenture Trustee, for the benefit of the Noteholders, will be third-party beneficiaries of this Agreement and may enforce this Agreement against the Asset Representations Reviewer and the Servicer. No other Person will have any right or obligation under this Agreement.

Section 7.03         Notices.

(a)          Notices to Parties. All notices, requests, demands, consents, waivers or other communications to or from the parties must be in writing and will be considered given:

(i)          for overnight mail, on delivery or, for registered first class mail, postage prepaid, three (3) days after deposit in the mail;

(ii)         for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)        for an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)        for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has occurred.

 18

(b)          Notice Addresses. Any notice, request, demand, consent, waiver or other communication will be addressed as follows: (a) in the case of the Servicer, World Omni Financial Corp., 190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, (b) in the case of the Issuing Entity or the Owner Trustee, at its Corporate Trust Office, and (c) in the case of the Asset Representations Reviewer, Clayton Fixed Income Services LLC, 2638 South Falkenburg Road, Riverview, FL 33578, Email: ARRNotices@clayton.com; with a copy to Clayton Fixed Income Services LLC, c/o Clayton Holdings LLC, 1500 Market Street, West Tower Suite 2050, Philadelphia, PA 19102, or, in each case, to another address as a party may give by notice to the other parties.

Section 7.04         GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 7.05         WAIVER OF JURY TRIAL. Each party irrevocably waives, to the fullest extent permitted by law, THE right to trial by jury in legal proceeding relating to this agreement.

Section 7.06         No Waiver; Remedies. No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver. No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

Section 7.07         Severability. If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

Section 7.08         Headings. The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 7.09         Counterparts. This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

 19

IN WITNESS WHEREOF, the Issuer, the Servicer, the Administrator and the Asset Representations Reviewer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B, as Issuer
By:	U.S. Bank Trust National Association, not in its individual capacity, but solely as Owner Trustee
By:	/s/ Christopher J. Nuxoll
	Name: Christopher J. Nuxoll
	Title: Vice President
WORLD OMNI FINANCIAL CORP.,
as Servicer
By:	/s/ Bryan Romano
	Name: Bryan Romano
	Title: Assistant Treasurer
CLAYTON FIXED INCOME SERVICES LLC,
as Asset Representations Reviewer
By:	/s/ Robert A. Harris
	Name: Robert A. Harris
	Title: Secretary

Schedule A

Review Materials

· Lease Agreement

· List of Approved Forms

· Data Tape

· Title Documents

· List of Purchase Office Associates

Sch. A

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Schedule B

Representations and Warranties and Tests

Exchange Note Sale Agreement Section 2.3(b) Representation:

i. Each Closed-End Lease included in the 2018-B Reference Pool complies with all requirements of Applicable Law in all material respects,

Documents

Lease Agreement

List of Approved Forms

Procedures to be Performed

i. Review the Lease Agreement and confirm it was completed electronically or, if completed on paper, confirm the form number and revision date are on the List of Approved Contract Forms

ii. If step (i) is confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-1  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Exchange Note Sale Agreement Section 2.3(b) Representation:

ii. The information relating to each Transaction Unit set forth on Schedule 1 of the Exchange Note Supplement is true and correct in all material respects,

Documents

Lease Agreement

Data Tape

Procedures to be Performed

i. Review the Data Tape and confirm that the terms of the Receivable match the terms of the Receivable from the Lease Agreement

ii. If step (i) is confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-2  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Exchange Note Sale Agreement Section 2.3(b) Representation:

iii. As of the Cut-Off Date each Closed-End Lease with respect to a Transaction Unit allocated to the 2018-B Reference Pool was an Eligible Lease (as described below in Representations (i) through (xiv)),

Documents

Lease Agreement

Data Tape

Title Documents

List of Purchase Office Associates

Procedures to be Performed

i. Confirm that the test questions for Representations (i) through (xiv) were answered with Pass responses

ii. If step (i) is confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-3  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Indenture Definitions: “Eligible Lease” means a Closed-End Lease:

Representation

(i) relates to a new Toyota branded automobile or light duty truck, of a model year of 2014 or later,

Documents

Lease Agreement

Procedures to be Performed

i. Review the Lease Agreement and confirm the Leased Vehicle is a new, used, or dealer demonstration vehicle

ii. Review the Lease Agreement and confirm the Leased Vehicle’s make is within guidelines

iii. Review the Lease Agreement and confirm the Model Year is on or after the oldest allowable model year

iv. If steps (i) through (iii) are confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-4  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(ii)         is written with respect to a Closed-End Vehicle that was, at the time of the origination of the related Closed-End Lease, a new vehicle or a dealer demonstration vehicle driven fewer than 6,000 miles,

Documents

Lease Agreement

Procedures to be Performed

i. Review the Lease Agreement and confirm it is for a Closed-End lease

ii. If the Leased Vehicle is not a used vehicle, confirm the Leased Vehicle has been driven fewer than the maximum miles allowed

iii. If steps (i) and (ii) are confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-5  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(iii)        was originated in the Five-State Area by a Dealer (a) for a Closed-End Obligor with a United States address and (b) in the ordinary course of such Dealer’s business,

Documents

Lease Agreement

Procedures to be Performed

i. Confirm the lease was originated in the Five-State Area by a Dealer

ii. Review the Lease Agreement and confirm the lease is a Closed-End lease

iii. Review the Lease Agreement and confirm the Lessee’s address is located within the United States

iv. If steps (i) through (iii) are confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-6  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(iv)        has a remaining term to maturity, as of the Cut-Off Date of less than or equal to 59 months and had an original lease term greater than or equal to 24 months and less than or equal to 60 months,

Documents

Data Tape

Lease Agreement

Procedures to be Performed

i. Review the data tape and confirm the lease has a remaining term to maturity, as of the Cut-Off Date, which does not exceed the maximum allowable number of months

ii. Review the Lease Agreement and confirm the number of payments, including any first and last payment if applicable, is within the original lease term limits

iii. If steps (i) and (ii) are confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-7  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(v)         was originated on or after August 2, 2014,

Documents

Lease Agreement

Procedures to be Performed

i. Review the Lease Agreement and confirm it was originated on or after the oldest allowable date of origination

ii. If step (i) is confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-8  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(vi)        provides for level payments that fully amortize the Adjusted Capitalized Cost of the lease at a contractual annual percentage rate to the related Contract Residual Value over the lease term

Documents

Lease Agreement

Procedures to be Performed

i. Review the Lease Agreement and confirm the product of the number of payments and the base monthly payment, together with any first and last payment if applicable, is equal to the Total of Base Monthly Payments

ii. Review the Lease Agreement and confirm the Adjusted Capitalized Cost minus the Residual Value is equal to the Depreciation and any Amortized Amounts

iii. Review the Lease Agreement and confirm that the “Depreciation” and any “Amortized Amounts” together with the “Rent Charge” equals the “Total of Base Monthly Payments”

iv. If steps (i) through (iii) are confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-9  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(vii)       that does not have a monthly payment for which $40 or more is more than 30 days past due as of the Cut-Off Date and is not a Defaulted Unit

Documents

Data Tape

Procedures to be Performed

i. Review the data tape and confirm the lease is not more than 30 days past due as of the Cut-Off Date

ii. If the lease is more than 30 days past due, confirm the delinquent payment amount does not exceed the maximum allowable amount

iii. Review the data tape and confirm the Leased Vehicle has not been repossessed and sold

iv. Review the data tape and confirm the Leased Vehicle has not been repossessed and held in inventory more than 90 days

v. If steps (i) through (iv) are confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-10  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(viii)      is owned, and the related Closed-End Vehicle is owned, by the Titling Trust, free of all Liens (including tax liens, mechanics’ liens, and other liens reflected on the Servicer’s computer system 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 a Permitted Lien,

Documents

Title Documents

Procedures to be Performed

i. Review the title documents (including any applications for title or DMV registration forms) and confirm the Titling Trust is listed as the owner of the leased vehicle

ii. Review the title documents and confirm the VIN number matches that which is recorded on the Lease Agreement

iii. If steps (i) and (ii) are confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-11  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(ix)         was originated in compliance with, and complies in all material respect with, all material applicable legal requirements, including, to the extent applicable, the Federal Consumer Credit Protection Act, Regulation M of the Board of Governors of the Federal Reserve, all State leasing and consumer protection laws and all State and federal usury laws,

Documents

Lease Agreement

Procedures to be Performed

i. Review the Lease Agreement and confirm it was completed electronically or, if completed on paper, confirm the contract form number and revision date are on the List of Approved Contract Forms

ii. If step (i) is confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-12  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(x)          is the valid, legal, and binding full-recourse payment obligation of the related Closed-End Obligor, enforceable against such Closed-End 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,

Documents

Lease Agreement

Procedures to be Performed

i. Review the Lease Agreement and confirm it was completed electronically or, if completed on paper, confirm the contract form number and revision date are on the List of Approved Contract Forms

ii. Review the Lease Agreement and confirm it was signed by the Lessee and Co-lessee (if applicable)

iii. If steps (i) and (ii) are confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-13  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(xi)         was originated in compliance with Customary Servicing Practices,

Documents

Lease Agreement

Data Tape 

List of Purchase Office Associates

Procedures to be Performed

i. Review the Lease Agreement and confirm it was completed electronically or, if completed on paper, confirm the form number and revision date are on the List of Approved Contract Forms

ii. Review the Data Tape and confirm that the Lease was automatically approved by World Omni's lease credit decision system or, if not automatically approved, was approved by an associate of World Omni's purchase office that is on the List of Purchase Office Associates

iii. If steps (i) and (ii) are confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-14  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(xii)        is payable solely in U.S. dollars,

Documents

Lease Agreement

Procedures to be Performed

i. Review the Lease Agreement and confirm that all amounts are reported in U.S. dollars

ii. If step (i) is confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-15  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(xiii)       the Securitization Value of the related Closed-End Unit, as of the Cut-Off Date is no greater than $91,431.24.

Documents

Data Tape

Procedures to be Performed

i. Review the data tape and confirm the lease has a Securitization Value that does not exceed the maximum allowable dollar amount

ii. If step (i) is confirmed, this will be a Test Pass

© 2017 Clayton Fixed Income Services LLC. All rights reserved.

This material is confidential and may not be copied, used or distributed without the written permission of Clayton Fixed Income Services LLC.

Sch. B-16  

 

World Omni Financial Corp. Lease Agreed Upon Procedures

Representation

(xiv)      the related Closed-End Obligor of which is a person located in any State within the United States or the District of Columbia and is not (a) World Omni Corp. 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.

Documents

Lease Agreement

Procedures to be Performed

i. Review the Lease Agreement and confirm the Lessee’s address is located within the United States

ii. Review the Lease Agreement and confirm the Lessee and Co-lessee (if applicable) are not World Omni Corp. or any of its Affiliate or the United States of America or any State or local government or any agency or political subdivision thereof

iii. If steps (i) and (ii) are confirmed, this will be a Test Pass

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Sch. B-17