EXHIBIT 10.1


 





 



 


EXCHANGE NOTE SALE AGREEMENT


 


dated as of August 21, 2019


 


between


 


AUTO LEASE FINANCE LLC,


as Seller


 


and


 


WORLD OMNI AUTO LEASING LLC,


as Buyer 


 





 



 




     


     


    

 


Table of
Contents


 


	 	 	Page
	 	 	 
	Article I DEFINITIONS	1
	Section 1.1	Certain Terms	1
	Section 1.2	Other Definitional Provisions	1
	Section 1.3	Other Terms	2
	Section 1.4	Computation of Time Periods	2
	 	 	 
	Article II PURCHASE AND CONTRIBUTION	2
	Section 2.1	Agreement to Sell and Contribute	2
	Section 2.2	Consideration and Payment	2
	Section 2.3	Representations, Warranties and Covenants	2
	Section 2.4	Protection of Title	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	13
	Section 3.12	No Waiver; Cumulative Remedies	13
	Section 3.13	Nonpetition Covenant	13
	Section 3.14	Each Exchange Note Separate; Assignees of Exchange Note	14
	Section 3.15	Submission to Jurisdiction; Waiver of Jury Trial	14


 


Schedule I           Perfection Representations, Warranties and Covenants


  




     i


     


    

 


EXCHANGE NOTE SALE AGREEMENT


 


THIS EXCHANGE NOTE
SALE AGREEMENT is made and entered into as of August 21, 2019 (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 2019-B to the Collateral Agency Agreement (the “Exchange
Note Supplement”), issued the Closed-End Exchange Note (the “Exchange Note”) to the Seller as the
Initial Beneficiary; and


 


WHEREAS, the Seller
desires to sell to the Buyer, and the Buyer desires to acquire, the Exchange Note;


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:


 


Article
I


 


DEFINITIONS


 


Section 1.1           Certain
Terms. Terms defined in Appendix A to the Collateral Agency Agreement and in Appendix A to the Indenture, dated as
of August 21, 2019 (as amended, supplemented or modified from time to time, the “Indenture”), between World
Omni Automobile Lease Securitization Trust 2019-B, a Delaware statutory trust (the “Issuing Entity”), and MUFG
Union Bank, N.A., as indenture trustee (the “Indenture Trustee”), are, unless otherwise defined herein or unless
the context otherwise requires, used herein as defined therein.


 


Section 1.2           Other
Definitional Provisions


 


(a)          Each
term defined in the singular form in this Agreement shall mean the plural thereof when the plural form of such term is used in
this Agreement or any certificate, report or other document made or delivered pursuant hereto, and each term defined in the plural
form in shall mean the singular thereof when the singular form of such term is used herein or therein.


 


(b)          The
words “hereof”, “herein”, “hereunder” and similar terms when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection, schedule
and exhibit references herein are references to articles, sections, subsections, schedules and exhibits to or of this Agreement
unless otherwise specified.


 




     


     


    

 


Section 1.3           Other
Terms. All accounting terms not specifically defined herein or in Appendix A to the Indenture shall be construed in accordance
with GAAP. All terms used in Article 9 of the UCC and not specifically defined herein or in Appendix A to the Indenture are used
herein as defined in such Article 9.


 


Section 1.4           Computation
of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to
a later specified date, the word “from” means “from and including” and the words “to” and
“until” each mean “to but excluding”.


 


Article
II


 


PURCHASE AND CONTRIBUTION


 


Section 2.1           Agreement
to Sell and Contribute. On the terms and subject to the conditions set forth in this Agreement, on the date hereof, the Seller
hereby transfers, assigns, sets over, sells and otherwise conveys to the Buyer, without recourse, except as provided in Section
2.3(c), and the Buyer hereby purchases from the Seller, all of the Seller’s right, title and interest in and to the
Exchange Note, including, but not limited to, all Closed-End Collections with respect to the related 2019-B Reference Pool after
the Cut-Off Date.


 


Section 2.2           Consideration
and Payment. In consideration of the transfer of the Exchange Note to the Buyer on the Closing Date, the Buyer shall pay to
the Seller on the Closing Date, the Exchange Note Purchase Price with respect thereto. If the Exchange Note Purchase Price to
be paid for the Exchange Note exceeds the amount of any cash payment for the account of the Seller on such day, such excess shall
automatically be considered to have been contributed to the Buyer by the Seller as a capital contribution. As of the Closing Date,
the Buyer paid in cash $791,937,121.25 of the Exchange Note Purchase Price.


 


Section 2.3           Representations,
Warranties and Covenants.


 


(a)          Representations
and Warranties of the Seller. The Seller hereby represents and warrants to the Buyer that, as of the date hereof:


 


(i)           Existence
and Power. The Seller is a limited liability company and the Titling Trust is a statutory trust, in each case, duly organized,
validly existing and in good standing under the laws of its state of organization, and each of the Seller and the Titling Trust
has all power and authority required to carry on its business as it is now conducted. Each of the Seller and the Titling Trust
has obtained all necessary licenses and approvals, in all jurisdictions where the failure to do so would materially and adversely
affect the business, properties, financial condition or results of operations of the Seller or the Titling Trust, respectively,
taken as a whole.


 




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(ii)          Corporate
Authorization and No Contravention. The execution, delivery and performance by each of the Seller and the Titling Trust of
each Transaction Document to which it is a party (i) have been duly authorized by all necessary action, (ii) do not contravene
or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational documents or (C) any agreement,
contract, order or other instrument to which it is a party or its property is subject and (iii) will not result in any Adverse
Claim on the Exchange Note or give cause for the acceleration of any indebtedness of the Seller or the Titling Trust.


 


(iii)         No
Consent Required. No approval, authorization or other action by, or filing with, any Governmental Authority is required in
connection with the execution, delivery and performance by the Seller or the Titling Trust of any Transaction Document other than
UCC filings and other than approvals and authorizations that have previously been obtained and filings which have previously been
made.


 


(iv)         Binding
Effect. Each Transaction Document to which the Seller or the Titling Trust is a party constitutes the legal, valid and binding
obligation of such Person enforceable against such Person in accordance with its terms, except as limited by bankruptcy, insolvency,
or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and
subject to general principles of equity.


 


(v)          Ownership
and Transfer of Exchange Note. Immediately preceding its sale of the Exchange Note to the Buyer, the Seller was the owner of
the Exchange Note, free and clear of any Adverse Claim, and after such sale of the Exchange Note to the Buyer, the Buyer shall
be entitled to all of the rights and benefits of a holder of an Exchange Note under the Collateral Agency Agreement and the Exchange
Note Supplement.


 


(vi)         Applicable
Law. Each of the Seller and the Titling Trust is in compliance with all Applicable Laws, the failure to comply with which would
have a material adverse effect.


 


(vii)        Litigation.
There are no actions, suits or proceedings pending or, to the knowledge of the Seller, threatened against the Seller before or
by any Governmental Authority that (i) question the validity or enforceability of this Agreement or adversely affect the ability
of the Seller to perform its obligations hereunder or (ii) individually or in the aggregate would have a material adverse effect.
Neither the Seller nor the Titling Trust is in default with respect to any orders of any Governmental Authority, the default under
which individually or in the aggregate would have a material adverse effect.


 


(viii)       Status
of Seller. The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940,
as amended. The Seller is not subject to regulation as a “holding company”, an “affiliate” of a “holding
company”, or a “subsidiary company” of a “holding company”, within the meaning of the Public Utility
Holding Company Act of 1935, as amended.


 




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(ix)          Status
of Titling Trust. The Titling Trust is not an “investment company” within the meaning of the Investment Company
Act of 1940, as amended. The Titling Trust is not subject to regulation as a “holding company”, an “affiliate”
of a “holding company”, or a “subsidiary company” of a “holding company”, within the meaning
of the Public Utility Holding Company Act of 1935, as amended.


 


The representations
and warranties set forth in this Section 2.3(a) shall speak only as of the date hereof and shall survive the sale of the
Exchange Note hereunder.


 


(b)          Representations
and Warranties With Respect to Each Transaction Unit. The Seller hereby represents and warrants to the Buyer with respect to
each Transaction Unit on the Closing Date that, as of the Cut-Off Date or the Closing Date, as applicable, (i) each Closed-End
Lease included in the 2019-B Reference Pool complies with all requirements of Applicable Law in all material respects, (ii) that
the information relating to each Transaction Unit set forth on Schedule 1 of the Exchange Note Supplement is true and correct
in all material respects, and (iii) that as of the Cut-Off Date each Closed-End Lease with respect to a Transaction Unit allocated
to the 2019-B Reference Pool was an Eligible Lease. This Section 2.3(b) shall survive the allocation of the Transaction
Units to the 2019-B Reference Pool.


 


(c)          Reallocation
Upon Breach of Representations and Warranties. Upon discovery by the Buyer or the Seller of a breach of the representations
and warranties set forth in Section 2.3(b) at the time such representations and warranties were made which materially and
adversely affects the interests of the Issuing Entity, in its indirect capacity as the Exchange Noteholder, in any Transaction
Unit, the party discovering such breach shall give prompt written notice thereof to the other parties. If the Seller (i) has knowledge
of a breach of a representation or warranty made in Section 2.3(b), (ii) receives notice from the Depositor, the Issuing
Entity, the Owner Trustee or the Indenture Trustee of a breach of a representation or warranty made in Section 2.3(b), (iii)
receives a Reallocation Request from the Owner Trustee or the Indenture Trustee for a Unit or (iv) receives a Review Report that
indicates a Test Fail for a Transaction Unit, then, in each case, the Seller will (or cause World Omni to) investigate the Transaction
Unit to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuing Entity, in
its indirect capacity as the Exchange Noteholder. None of the Titling Trust, the Titling Trustee, the Titling Trustee Agent, the
Closed-End Collateral Agent, the Initial Beneficiary, the Servicer, the Issuing Entity, the Owner Trustee, the Indenture Trustee,
the Asset Representations Reviewer or the Administrator will have an obligation to investigate whether a breach of any representation
or warranty has occurred or whether any Transaction Unit is required to be reallocated under this Section 2.3(c). If the
Seller does not correct or cure such breach prior to the end of the Collection Period after the date that the Seller had knowledge
or was notified of such breach, then the Seller shall direct the Closed-End Administrative Agent and the Servicer to reallocate
the noncompliant Closed-End Units from the 2019-B Reference Pool to the Warehouse Facility Pool or an Unencumbered Reference Pool
on the Closed-End Exchange Note Payment Date following the end of such Closed-End EN Collection Period. In consideration for such
reallocation, the Seller shall be required to deposit an amount equal to the Securitization Value of such noncompliant Closed-End
Units into the Exchange Note Collection Account as of the end of the Closed-End EN Collection Period preceding such Closed-End
Exchange Note Payment Date prior to 11 a.m., New York City time, on the Business Day preceding such Closed-End Exchange Note Payment
Date, in order for the Closed-End Administrative Agent to apply such amount to the payment of principal of the Exchange Note. It
is understood and agreed that the obligation of the Seller to deposit such amount (the “Repurchase Payment”)
relating to the Closed-End Lease as to which such a breach has occurred and is continuing as described above shall constitute the
sole remedy respecting such breach available to the Buyer and any other Person. None of the Servicer, the Issuing Entity, the Owner
Trustee, the Indenture Trustee, the Titling Trustee, the Closed-End Collateral Agent, the Closed-End Administrative Agent, the
Asset Representations Reviewer, the Seller, the Depositor or the Administrator will have an obligation to investigate whether a
breach or other event has occurred that would require the reallocation of any Transaction Unit under this Section 2.3(c)
or whether any Transaction Unit is required to be reallocated under this Section 2.3(c).


 




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(d)          Dispute
Resolution.


 


(i)           Referral
to Dispute Resolution. If the Issuing Entity, the Owner Trustee (acting at the direction of a Certificateholder), the Indenture
Trustee, a Noteholder or a Note Owner (the “Requesting Party”) requests that the Seller reallocate a Transaction
Unit pursuant to Section 2.3(c) due to an alleged breach of a representation and warranty in Section 2.3(b) (which
reallocation request shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach of
the representations and warranties in Section 2.3(b); provided that with respect to a reallocation request from a
Noteholder or a Note Owner, such reallocation request shall initially be provided to the Indenture Trustee) (each, a “Reallocation
Request”), and the Reallocation Request has not been resolved, the alleged breach has not otherwise been cured or the
related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of
notice of the Reallocation Request by or on behalf of the Seller, the Requesting Party may refer the matter, in its discretion,
to either mediation (including non-binding arbitration) or binding third-party arbitration by filing in accordance with ADR Rules
and providing a notice to the Seller. The Requesting Party must start the mediation (including non-binding arbitration) or arbitration
proceeding according to the ADR Rules of the ADR Organization within 90 days after the end of the 180-day period. The Seller agrees
to participate in the dispute resolution method selected by the Requesting Party. However, if the Transaction Unit subject to a
Reallocation Request was part of a Review and the Review Report states no Test Fails for the Transaction Unit, the Reallocation
Request for the Transaction Unit will be deemed to have been resolved.


 


(ii)          Mediation.
If the Requesting Party selects mediation for dispute resolution:


 


(A)         The
mediation will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the
procedures for mediation stated in this Section 2.3(d), the procedures in this Section 2.3(d) will control.


 


(B)         A
single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The
mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.


 




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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 arbitration
under this Section 2.3(d) or may seek adjudication of the Reallocation Request in court.


 


(iii)         Binding
Arbitration. If the Requesting Party selects arbitration for dispute resolution:


 


(A)         The
arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the
procedures for arbitration stated in this Section 2.3(d), the procedures in this Section 2.3(d) will control.


 


(B)         A
single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.
The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent
and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration.
Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference
of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator
may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for
conflict.


 


(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 customer information for purposes of any mediation or arbitration.
The existence and details of any unresolved Reallocation Request, any informal meetings, mediations or arbitration proceedings,
the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding
will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding.
The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s
attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding
under this Section 2.3), except as required by law, regulatory requirement or court order. If a party to a mediation or
arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory
body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify
the other party and will provide the other party with the opportunity to object to the production of its confidential information.
Nothing in this Section 2.3(d) shall prevent the Noteholders or Note Owners from exercising their rights under Section 7.2(e)
of the Indenture or the Servicer or the Depositor from complying with its disclosure requirements under Item 1121 of Regulation
AB.


 


(e)          Perfection
Representations. The representations, warranties and covenants set forth on Schedule I hereto shall be a part of this
Agreement for all purposes. Notwithstanding any other provision of this Agreement or any other Transaction Document, the perfection
representations contained in Schedule I shall be continuing, and remain in full force and effect until such time as all
obligations under the Indenture have been finally and fully paid and performed. The parties to this Agreement: (i) shall not waive
any of the perfection representations contained in Schedule I; (ii) shall provide the Rating Agencies with prompt written
notice of any breach of perfection representations contained in Schedule I; and (iii) shall not waive a breach of any of
the perfection representations contained in Schedule I.


 


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.


 




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(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.


 




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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.


 




    	 	11	 



     


    

 


(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.


 




    	 	12	 



     


    

 


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.


 




    	 	13	 



     


    

 


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 2019-B Reference Pool shall be enforceable
against such Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool or any Unencumbered Reference
Pool and (ii) any Other Exchange Note, any Other Reference Pool, the Warehouse Facility Pool or any Unencumbered Reference Pool
shall be enforceable against such Other Exchange Note, Other Reference Pools, the Warehouse Facility Pool or Unencumbered Reference
Pool only, as applicable, and not against the Exchange Note or any Closed-End Units included in the 2019-B Reference Pool, (c)
except to the extent required by law, the Closed-End Units included in the Warehouse Facility Pool, Closed-End Units included
in any Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any Other Exchange
Note (other than the Exchange Note transferred hereunder which is related to the 2019-B Reference Pool) shall not be subject to
the claims, debts, liabilities, expenses or obligations arising from or with respect to the Exchange Note in respect of such claim,
(d) no creditor or holder of a claim relating to (i) the Exchange Note or the related 2019-B Reference Pool shall be entitled
to maintain any action against or recover any assets allocated to any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered
Reference Pool or any Other Exchange Note or the assets allocated thereto, and (ii) any Other Reference Pool, the Warehouse Facility
Pool, any Unencumbered Reference Pool or any Other Exchange Note other than the Exchange Note related to the 2019-B Reference
Pool shall be entitled to maintain any action against or recover any assets allocated to the 2019-B Reference Pool, and (e) any
purchaser, assignee or pledgee of an interest in the 2019-B Reference Pool or, the Exchange Note, must, prior to or contemporaneously
with the grant of any such assignment, pledge or security interest, (i) give to the Titling Trust a non-petition covenant substantially
similar to that set forth in Section 11.10 of the Titling Trust Agreement, and (ii) execute an agreement for the benefit of each
holder, assignee or pledgee from time to time of any Other Exchange Note to release all claims to the assets of the Titling Trust
allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool and, in the event that
such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust
allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool. Pursuant to Section 3.1(a)
of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor
Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor
Agreement.


 


Section 3.15         Submission
to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:


 


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


 


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


 


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


 


(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.


 




    	 	Sch. I-1	 



     


    

 


8.          Other
than the transfer of the Exchange Note from the Seller to the Buyer under the Exchange Note Sale Agreement and from the Buyer to
the Issuing Entity under the Exchange Note Transfer Agreement and the security interest granted to the Indenture Trustee pursuant
to the Indenture, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Exchange
Note. The Seller has not authorized the filing of, nor is aware of, any financing statements against the Seller that include a
description of collateral covering the Exchange Note other than any financing statement relating to any security interest granted
pursuant to the Transaction Documents or that has been terminated.


 


9.          No
instrument or tangible chattel paper that constitutes or evidences the Exchange Note has any marks or notations indicating that
it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.


 




    	 	Sch. I-2