EXHIBIT 10.2





 


 










 


EXCHANGE NOTE SALE AGREEMENT


 


dated as of [      ],
20[  ]


 


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	 	5
	Section 2.5	 	Other Adverse Claims or Interests	 	5
	 	 	 	 	 
	Article III MISCELLANEOUS	 	6
	Section 3.1	 	Transfers Intended as Sale; Security Interest	 	6
	Section 3.2	 	Specific Performance	 	6
	Section 3.3	 	Notices, Etc.	 	7
	Section 3.4	 	Choice of Law	 	7
	Section 3.5	 	Counterparts	 	7
	Section 3.6	 	Amendment	 	7
	Section 3.7	 	Waivers	 	8
	Section 3.8	 	Entire Agreement	 	8
	Section 3.9	 	Severability of Provisions	 	8
	Section 3.10	 	Binding Effect; Assignability	 	8
	Section 3.11	 	Acknowledgment and Agreement	 	9
	Section 3.12	 	No Waiver; Cumulative Remedies	 	9
	Section 3.13	 	Nonpetition Covenant	 	9
	Section 3.14	 	Each Exchange Note Separate; Assignees of Exchange Note	 	10
	Section 3.15	 	Submission to Jurisdiction; Waiver of Jury Trial	 	10
	 	 	 	 	 
	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 [      ], 20[  ] (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 20[  ]-[  ] 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 [      ],
20[  ] (as amended, supplemented or modified from time to time, the “Indenture”), between World Omni
Automobile Lease Securitization Trust 20[  ]-[  ], a Delaware statutory trust (the “Issuing Entity”),
and [          ], as 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 20[  ]-[  ] 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 $[          ]
of the Exchange Note Purchase Price.


 


Section
2.3           Representations, Warranties and Covenants. 


 


(a)          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.


 


(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)          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 20[  ]-[  ] 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 20[  ]-[  ]
Reference Pool was an Eligible Lease. This Section 2.3(b) shall survive the allocation of the Transaction Units to the 20[  ]-[  ]
Reference Pool.


 


(c)          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 does not correct or cure such breach prior to the end of the Collection
Period after the date that the Seller 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 20[  ]-[  ] Reference Pool to the
Warehouse Facility 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.


 


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


 




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Section
2.4           Protection of Title. 


 


(a)          Filings.
The Seller shall file such financing statements and cause to be filed such continuation and other statements, all in such manner
and in such places as may be required by law fully to preserve, maintain and protect the interest of the Buyer under this Agreement
in the Exchange Note. The Seller shall deliver (or cause to be delivered) to the Buyer file-stamped copies of, or filing receipts
for, any document filed as provided above, as soon as available following such filing.


 


(b)          Name
Change. The Seller shall not change its name, identity or corporate structure in any manner that would, could, or might make
any financing statement or continuation statement filed by the Seller in accordance with Section 2.4(a) “seriously
misleading” within the meaning of Section 9-506, 9-507 and 9-508 of the UCC, unless it shall have given the Buyer at least
30 days’ prior written notice thereof and shall have taken all action prior to making such change (or shall have made arrangements
to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably
necessary or advisable in the opinion of the Buyer to amend all previously filed financing statements or continuation statements
described in Section 2.4(a).


 


(c)          Sales
Tax. All sales, property, use, transfer or other similar taxes due and payable upon the purchase of the Exchange Note by the
Buyer will be paid or provided for by the Seller.


 


(d)          Executive
Office; Maintenance of Offices. The Seller shall give the Buyer at least 10 days’ prior written notice of any
change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making
such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not
possible to take such action in advance) reasonably necessary or advisable in the opinion of the Buyer to amend all
previously filed financing statements or continuation statements described in Section 2.4(a). The Seller shall at all
times maintain each office from which it services Titling Trust Assets and its principal executive office within the United
States of America.


 


Section
2.5           Other Adverse Claims or Interests.
    Except for the conveyances and grants of security interests pursuant to this Agreement and the other
Transaction Documents, the Seller shall not sell, pledge, assign or transfer the Exchange Note to any other Person, or grant,
create, incur, assume or suffer to exist any Adverse Claim on any interest therein, and the Seller shall defend the right,
title and interest of the Buyer in, to and under the Exchange Note against all claims of third parties claiming through or
under the Seller.


 




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Article
III


 


MISCELLANEOUS


 


Section
3.1           Transfers Intended as Sale; Security Interest.


 


(a)          Each
of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete
and absolute sale and contribution rather than pledges or assignments of only a security interest and shall be given effect as
such for all purposes. The sale and contribution of the Exchange Note shall be reflected on the Seller’s balance sheet and
other financial statements as a sale and contribution of assets by the Seller. The sales and contributions by the Seller of the
Exchange Note shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise
specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy
for breach of representations and warranties relating to the condition of the property sold, rather than to the collectibility
of underlying indebtedness, and therefore are intended to be consistent with warranties ordinarily given by a seller of goods under
Article 2 of the UCC.


 


(b)          Notwithstanding
the foregoing, in the event that the Exchange Note is held to be property of the Seller, or if for any reason this Agreement is
held or deemed to create a security interest in the Exchange Note, then it is intended that:


 


(i)          This
Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of
any other applicable jurisdiction;


 


(ii)         The
conveyance provided for in Section 2.1 shall be deemed to be a grant by the Seller to the Buyer of a security interest in
all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in
and to the Exchange Note, to secure the performance of the obligations of the Seller hereunder;


 


(iii)        The
possession by the Buyer or its agent of the Exchange Note shall be deemed to be “possession by the secured party” or
possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant
to the New York UCC and the UCC of any other applicable jurisdiction; and


 


(iv)         Notifications
to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Buyer for
the purpose of perfecting such security interest under applicable law.


 


Section
3.2           Specific Performance.    Either
party may enforce specific performance of this Agreement.


 




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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
[          ], or such other website or distribution service or provider as
World Omni or such Affiliate, as applicable, shall designate by written notice to the other parties hereto.


 


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


 


Section
3.5           Counterparts.     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.


 




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


 


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


 


(e)          Prior
to the execution of any amendment to this Agreement, the Buyer shall provide each Rating Agency with written notice of the substance
of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Buyer shall furnish
a copy of such amendment to each Rating Agency, the Issuing Entity, the Owner Trustee and the Indenture Trustee.


 


(f)          Prior
to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and
conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement
and that all conditions precedent to the execution and delivery of such amendment have been satisfied.


 


Section
3.7           Waivers.     No failure or delay on the part of the
Buyer, the Servicer, the Seller, the Issuing Entity or the Indenture Trustee in exercising any power or right hereunder (to the
extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise
of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice
to or demand on the Buyer or the Seller in any case shall entitle it to any notice or demand in similar or other circumstances.
No waiver or approval by the Buyer under this Agreement shall, except as may otherwise be stated in such waiver or approval, be
applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver
or approval thereafter to be granted hereunder.


 


Section
3.8           Entire Agreement.     The Transaction Documents contain
a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter thereof and
shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior
oral or written understandings. There are no unwritten agreements among the parties.


 


Section
3.9           Severability of Provisions.     If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms
of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.


 


Section
3.10         Binding Effect; Assignability.     This Agreement shall
be binding upon and inure to the benefit of the Buyer and the Seller and their respective successors and permitted assigns.
The Seller may not assign any of its rights hereunder or any interest herein without the prior written consent of the
Buyer, except as otherwise herein specifically provided. This Agreement shall create and constitute the continuing
obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as
the parties hereto shall agree.


 




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Section
3.11         Acknowledgment and Agreement.     By execution below, the
Seller expressly acknowledges and consents to the sale of the Exchange Note and the assignment of all rights and obligations
of the Seller related thereto by the Buyer to the Issuing Entity pursuant to the Exchange Note Transfer Agreement and the
mortgage, pledge, assignment and grant of a security interest in the Exchange Note by the Issuing Entity to the Indenture
Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledges and agrees
that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges
and claims of the Buyer under this Agreement.


 


Section
3.12         No Waiver; Cumulative Remedies.     The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.


 


Section
3.13         Nonpetition Covenant.     With respect to each Bankruptcy Remote
Party, each party hereto agrees that, prior to the date which is one year and one day after payment in full of all obligations
under each Financing (i) no party hereto shall authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other
voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party
or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the
appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy
Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession
by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general
assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties
hereto shall commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any
bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. Each of the
parties hereto agrees that, prior to the date which is one year and one day after the payment in full of all obligations under
each Financing, it will not institute against, or join any other Person in instituting against, any Bankruptcy Remote Party an
action in bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of
the United States or any State of the United States.


 




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Section
3.14         Each Exchange Note Separate; Assignees of Exchange Note.
    Each party hereto acknowledges and agrees (and each holder or pledgee of the Exchange Note, by virtue of its acceptance of such
Exchange Note or pledge thereof acknowledges and agrees) that (a) the Closed-End Collateral Specified Interest is a separate series
of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801
et seq., (b) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (i)
the Exchange Note or the related 20[  ]-[  ] Reference Pool shall be enforceable against such Reference Pool
only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) any Other Exchange Note, any Other Reference
Pool, or the Warehouse Facility Pool shall be enforceable against such Other Exchange Note, Other Reference Pools, or the Warehouse
Facility Pool only, as applicable, and not against the Exchange Note or any Closed-End Units included in the 20[  ]-[  ]
Reference Pool, (c) except to the extent required by law, the Closed-End Units included in the Warehouse Facility 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 20[  ]-[  ] 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 20[  ]-[  ] Reference Pool shall be entitled to maintain
any action against or recover any assets allocated to any Other Reference Pool, the Warehouse Facility Pool or any Other Exchange
Note or the assets allocated thereto (except to the extent of Closed-End Exchange Amounts available to such Persons on a fully
subordinated basis), and (ii) any Other Reference Pool, the Warehouse Facility Pool or any Other Exchange Note other than the Exchange
Note related to the 20[  ]-[  ] Reference Pool shall be entitled to maintain any action against or recover
any assets allocated to the 20[  ]-[  ] Reference Pool, and (e) any purchaser, assignee or pledgee of an interest
in the 20[  ]-[  ] 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 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 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;


 




    	10



    	 



    

 


(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]


 






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


 


	 	AUTO LEASE FINANCE LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Address:
	 	 
	 	190 Jim Moran Blvd.
	 	Deerfield Beach, Florida 33442
	 	Telephone: (954) 429-2900
	 	Telecopy: (954) 429-2685


 


	 	WORLD OMNI AUTO LEASING LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	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