Exhibit 10.1


 





 



 


EXCHANGE NOTE SALE AGREEMENT 



 


dated as of April 13, 2022 



 


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
	 	 	 
	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	7
	Section 2.5	Other Adverse Claims or Interests	8
	 	 	 
	Article III MISCELLANEOUS	8
	 	 	 
	Section 3.1	Transfers Intended as Sale; Security Interest	8
	Section 3.2	Specific Performance	9
	Section 3.3	Notices, Etc.	9
	Section 3.4	Choice of Law	9
	Section 3.5	Counterparts; Electronic Signatures	9
	Section 3.6	Amendment	10
	Section 3.7	Waivers	11
	Section 3.8	Entire Agreement	11
	Section 3.9	Severability of Provisions	11
	Section 3.10	Binding Effect; Assignability	11
	Section 3.11	Acknowledgment and Agreement	11
	Section 3.12	No Waiver; Cumulative Remedies	11
	Section 3.13	Nonpetition Covenant	11
	Section 3.14	Each Exchange Note Separate; Assignees of Exchange Note	12
	Section 3.15	Submission to Jurisdiction; Waiver of Jury Trial	12



 


Schedule I       Perfection
Representations, Warranties and Covenants


 






    i


     


    

 


EXCHANGE NOTE SALE AGREEMENT


 


THIS EXCHANGE NOTE SALE AGREEMENT
is made and entered into as of April 13, 2022 (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 2022-A 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 the
date hereof (as amended, supplemented or modified from time to time, the “Indenture”), between World Omni Automobile
Lease Securitization Trust 2022-A, a Delaware statutory trust (the “Issuing Entity”), and Wilmington Trust, National
Association, 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 2022-A 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 $813,011,327.81
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.


 


(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.


 






    2


     


    

 


(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.


 


(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.


 






    3


     


    

 


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 2022-A 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 2022-A
Reference Pool was an Eligible Lease. This Section 2.3(b) shall survive the allocation of the Transaction Units to the
2022-A 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 2022-A 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).


 






    4


     


    

 


(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.


 


(B)            A
single mediator will be selected by the ADR Organization from a list of neutral mediators 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 binding 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.


 






    5


     


    

 


(B)            A
single arbitrator will be selected by the ADR Organization from a list of neutral arbitrators 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.


 


(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.


 






    6


     


    

 


(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.


 


(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 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.


 


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.


 






    7


     


    

 


(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.


 


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;


 






    8


     


    

 


(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.


 


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;
Electronic Signatures. 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. Each of the parties agree that
this Agreement and any other documents to be delivered in connection herewith may be electronically signed, that any digital or electronic
signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider)
appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability
and admissibility, and that delivery of any such electronic signature to, or a signed copy of, this Agreement and such other documents
may be made by facsimile, email or other electronic transmission.


 






    9


     


    

 


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.


 


(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.


 






    10


     


    

 


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.


 


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.


 






    11


     


    

 


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 2022-A 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 2022-A Reference Pool, (c) except
to the extent required by law, the Closed-End Units included in the Warehouse Facility Pool, Closed-End Units included in any Unencumbered
Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any Other Exchange Note (other than the Exchange
Note transferred hereunder which is related to the 2022-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses
or obligations arising from or with respect to the Exchange Note in respect of such claim, (d) no creditor or holder of a claim
relating to (i) the Exchange Note or the related 2022-A Reference Pool shall be entitled to maintain any action against or recover
any assets allocated to any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange
Note or the assets allocated thereto, and (ii) any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference
Pool or any Other Exchange Note other than the Exchange Note related to the 2022-A Reference Pool shall be entitled to maintain any action
against or recover any assets allocated to the 2022-A Reference Pool, and (e) any purchaser, assignee or pledgee of an interest
in the 2022-A Reference Pool or, the Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge
or security interest, (i) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10
of the Titling Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time
of any Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered
Reference Pool and each Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims
it may be deemed to have against the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference
Pool and each Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party
hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy
of such Joinder Agreement to each party to the Intercreditor Agreement.


 


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;


 






    12


     


    

 


(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.


 


[Signature Page Follows]


 






    13


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first written above.


 


	 	AUTO LEASE FINANCE LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Address:
	 	 
	 	250 Jim Moran Blvd.

Deerfield Beach, Florida 33442

Telephone: (965) 429-2900

Telecopy: (954) 429-2685
	 	 
	 	WORLD OMNI AUTO LEASING LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Address:
	 	 
	 	250 Jim Moran Blvd.

Deerfield Beach, Florida 33442

Telephone: (965) 429-2900

Telecopy: (954) 429-2685



 


[Signature Page to Exchange Note Sale Agreement]


 






    


     


    

 


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.


 


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-1