Exhibit
10.11





 


Execution Version


 


 


SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED


COLLATERAL AGENCY AGREEMENT


 


THIS SECOND AMENDMENT to FOURTH AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of October 27,
2017 (this “Amendment”), is among WORLD OMNI LT, a Delaware statutory trust (the “Borrower”),
WORLD OMNI LEASE FINANCE LLC, a Delaware limited liability company (“WOLF LLC”), AUTO LEASE FINANCE LLC,
a Delaware limited liability company (the “Initial Beneficiary”), AL HOLDING CORP., a Delaware corporation
(“ALHC”), as Closed-End Collateral Agent, BANK OF AMERICA, N.A. (the “Deal Agent”), U.S.
BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Closed-End Administrative Agent and the lenders party hereto (the
“Required Warehouse Lenders”).


 


Background


 


1.           The Borrower, the Initial Beneficiary, ALHC, the Deal Agent, U.S. Bank and certain secured parties from time
to time have entered into that certain Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009,
as amended by the First Amendment to Fourth Amended and Restated Collateral Agency Agreement, among the Borrower, WOLF LLC, the
Initial Beneficiary, ALHC, the Deal Agent, U.S. Bank and certain secured parties, dated as of October 30, 2015 (as further amended,
supplemented or otherwise modified through the date hereof, the “Agreement”).


 


2.           The
parties hereto desire to amend the Agreement in certain respects as set forth herein.         


 


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows.


 


SECTION 1.       Definitions.
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.


 


SECTION 2.       Amendments
to the Agreement. The Agreement is hereby amended as follows:


 


2.1        The
replacement of each reference to “The Bank of Tokyo-Mitsubishi UFJ Ltd., New York Branch” with a reference to “The
Bank of Tokyo-Mitsubishi UFJ Ltd.”.


 


2.2        The
Index of Defined Terms included at the beginning of the Agreement is hereby amended by inserting the following terms in the appropriate
alphabetical order therein:


 


	“Gross Total Lease Principal Balance	Appendix A,
	Weighted Average FICO Score	Appendix A”


 


2.3        Section
6.2(b)(D) of the Agreement is hereby amended by replacing it in its entirety as follows:


 




    	 	1	2nd
Amendment to Fourth Amended and Restated Collateral Agency Agreement 




     


    

  


“(D)         the
eligibility criteria used in selecting the Closed-End Assets for such reallocation from the Warehouse Facility Pool would not cause,
with respect to the resulting Warehouse Facility Pool, (i) the Weighted Average FICO Score of all Closed-End Assets to be less
than 710 or (ii) the aggregate Outstanding Principal Balance of all Closed-End Assets owned by Obligors which have
a FICO Score between 0 and 619 (including Obligors with no FICO Scores) to exceed 10%
of the Gross Total Lease Principal Balance. The prohibited eligibility criteria described above shall not include (and this subclause
(D) shall not be applicable to) any eligibility criteria based on the delinquency status of the related Closed-End Leases
that are applicable to the securitization or other financing to be backed by the related Closed-End Exchange Note, notwithstanding
that (x) such eligibility criteria or the requirements are more stringent than those applicable to the Warehouse Facility Pool
or (y) selection in accordance with those criteria otherwise could be viewed as having an adverse effect on the Warehouse Facility
Lenders).”


 


2.4        Appendix
A of the Agreement is hereby amended by adding the following definitions in alphanumeric order as follows:


 


““Adverse
Selection Criteria” means eligibility criteria that does not comply with Section 6.2(b)(D).”


 


““Gross
Total Lease Principal Balance” means the aggregate Outstanding Principal Balance of all Closed-End Leases included
in the Warehouse Facility Pool (other than Closed-End Leases related to Defaulted Receivables).”


 


““Weighted Average
FICO Score” means, as of any date of determination, the sum of the weighted FICO Scores calculated for each FICO
Score as follows: (i) the sum of the aggregate Outstanding Principal Balance of all Closed-End Assets owed by Obligors for such
FICO Score, divided by the sum of the aggregate Outstanding Principal Balance of all Closed-End Assets for all FICO
Scores, excluding any FICO Score of zero and any Obligors with no FICO Scores, multiplied by (ii) such FICO Score.”


 


SECTION 3.      Miscellaneous.
The Agreement, as amended hereby, remains in full force and effect. Any reference to the Agreement from and after the date hereof
shall be deemed to refer to the Agreement as amended hereby, unless otherwise expressly stated. This Amendment shall be governed
by, and construed in accordance with, the internal laws of the State of New York without regard to otherwise applicable principles
of conflicts of law (other than Section 5-1401 of the New York General Obligations Law). This Amendment may be executed in any
number of counterparts, and by the different parties hereto on separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and the same agreement. The various headings of this
Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement
or any provision hereof or thereof.


 


SECTION 4.      Effective
Date of this Amendment. This Amendment shall become effective on the date that the Deal Agent shall have received counterparts
of this Amendment (including facsimile copies) duly executed by all of the parties hereto.


 


[SIGNATURE PAGES FOLLOW]


 




    	 	2	2nd
Amendment to Fourth Amended and Restated Collateral Agency Agreement 




     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the date first
above written.


 


	 	WORLD OMNI LT.,
	 	as Borrower
	 	 	 
	 	By:	VT INC., as trustee


 


	 	By:	/s/Christopher J. Nuxoll
	 	Name: Christopher J. Nuxoll
	 	Its: Vice President
	 	 
	 	AUTO LEASE FINANCE LLC,
	 	as Initial Beneficiary
	 	 	 
	 	By:	/s/Bryan Romano
	 	Name: Bryan Roman
	 	Its: Assistant Treasurer


 




    	 	S-1	2nd Amendment to Fourth Amended and Restated Collateral Agency Agreement



Second Amendment to A&R RFA (BofA) 




     


    

  


	 	AL HOLDING CORP.
	 	as Closed-End Collateral Agent
	 	 	 
	 	By: 	/s/Denise Veidt
	 	Name:  Denise Veidt
	 	Title:  Vice President


 




    	 	S-2	2nd Amendment to Fourth Amended and Restated Collateral Agency Agreement



Second Amendment to A&R RFA (BofA) 




     


    

  


	 	BANK OF AMERICA, N.A.,
	 	as Deal Agent and as an Alternate Lender
	 	 	 
	 	By: 	/s/Bryan S. Kearns
	 	Name:  Bryan S. Kearns
	 	Title:  Director


 




    	 	S-3	2nd Amendment to Fourth Amended and Restated Collateral Agency Agreement



Second Amendment to A&R RFA (BofA) 




     


    

  


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Closed-End Administrative Agent
	 	 	 
	 	By: 	/s/Christopher J. Nuxoll
	 	Name:  Christopher J. Nuxoll
	 	Title:  Vice President


 




    	 	S-4	2nd Amendment to Fourth Amended and Restated Collateral Agency Agreement



Second Amendment to A&R RFA (BofA) 




     


    

  


	 	GOTHAM FUNDING CORPORATION, as a Conduit Lender
	 	 	 
	 	By:	/s/David V. DeAngelis
	 	Name:  David V. DeAngelis
	 	Title:  Vice President
	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ LTD., as a Group Agent 
	 	 	 
	 	By:	/s/Christopher Pohl
	 	Name:  Christopher Pohl
	 	Title:  Managing Director
	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ LTD., as an Alternate Lender
	 	 	 
	 	By:	/s/Christopher Pohl
	 	Name:  Christopher Pohl
	 	Title:  Managing Director


 




    	 	S-5	2nd Amendment to Fourth Amended and Restated Collateral Agency Agreement



Second Amendment to A&R RFA (BofA) 




     


    

  


	 	WELLS FARGO BANK, N.A., as a Group Agent and as an Alternate Lender
	 	 	 
	 	By:	/s/Austin Vanassa
	 	Name:  Austin Vanassa
	 	Title:  Director
	 	 	 
	 	By:	/s/Austin Vanassa
	 	Name:  Austin Vanassa
	 	Title: Director


 




    	 	S-6	2nd Amendment to Fourth Amended and Restated Collateral Agency Agreement



Second Amendment to A&R RFA (BofA) 




     


    

  


	 	ACKNOWLEDGED AND AGREED:
	 	WORLD OMNI LEASE FINANCE LLC
	 	 	 
	 	By: 	/s/Bryan Romano
	 	Name:  Bryan Romano
	 	Title:  Assistant Treasurer


 








    	 	S-7	2nd Amendment to Fourth Amended and Restated Collateral Agency Agreement



Second Amendment to A&R RFA (BofA)