Exhibit 10.1


 





	EXCHANGE NOTE SALE AGREEMENT
	dated as of February 12, 2020
	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	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 Contribute	2
	 	Section
    2.2	Consideration
    and Payment	2
	 	Section
    2.3	Representations,
    Warranties and Covenants	2
	 	Section
    2.4	Protection
    of Title	8
	 	Section
    2.5	Other
    Adverse Claims or Interests	9
	 	 	 
	Article
    III MISCELLANEOUS	9
	 	Section
    3.1	Transfers
    Intended as Sale; Security Interest	9
	 	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	12
	 	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	13
	 	Section
    3.15	Submission
    to Jurisdiction; Waiver of Jury Trial	14


 


Schedule I    Perfection Representations, Warranties and Covenants


 






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EXCHANGE NOTE SALE AGREEMENT


 


THIS EXCHANGE NOTE
SALE AGREEMENT is made and entered into as of February 12, 2020 (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 2020-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 February 12, 2020 (as amended, supplemented or modified from time to time, the “Indenture”),
between World Omni Automobile Lease Securitization Trust 2020-A, 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
2020-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 $811,683,814.15 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.


 






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(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.


 






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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 2020-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 2020-A Reference Pool was an Eligible Lease. This Section 2.3(b) shall survive the allocation
of the Transaction Units to the 2020-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 2020-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).


 






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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.


 


(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.


 






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(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.


 


(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.


 






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(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 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.


 


(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).


 






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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 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.


 






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(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.


 


(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.


 






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(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.


 


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.


 






    12


     


    

 


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.


 


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 2020-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 2020-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 2020-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 2020-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 2020-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the
2020-A Reference Pool, and (e) any purchaser, assignee or pledgee of an interest in the 2020-A Reference Pool or, the
Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i)
give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling
Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any
Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Warehouse Facility Pool, any
Unencumbered Reference Pool and each Other Reference Pool and, in the event that such release is not given effect, to fully
subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Warehouse Facility
Pool, any Unencumbered Reference Pool and each Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor
Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new
Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor
Agreement.


 






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Section
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.


 


[Signature Page Follows]


 






    14


     


    

 


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/ Ronald J. Virtue
	 	Name:	Ronald J. Virtue
	 	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/ Ronald J. Virtue
	 	Name:	Ronald J. Virtue
	 	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.


 


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