EXHIBIT 10.11


 


THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED


COLLATERAL AGENCY AGREEMENT


 


THIS THIRD AMENDMENT to FOURTH
AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of October 26, 2018 (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 and as amended by the Second Amendment to the 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 27, 2017 (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 definition of “Wind-Down Borrowing Base” in Appendix A to the Agreement is hereby amended by deleting the reference
to “Total Reserve Lease Principal Balance” therein and changing it to “Total Lease Principal Balance”.


 


2.2             
Clause (c) of the definition of “Qualifying Hedge Contract” in Appendix A to the Agreement is hereby amended and restated
in its entirety as set forth below:


 


“(c) copies of
each master agreement entered into with each counterparty and each confirmation issued thereunder shall have been delivered to the Closed-





 






    
	 	1	3rd Amendment to Fourth Amended and
 Restated Collateral Agency Agreement




     


    

 


End Collateral Agent to be held by the
Closed-End Collateral Agent on behalf of each Warehouse Facility Agent; and”


 


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
the following:


 


(a)              
counterparts of this Amendment (including facsimile copies) duly executed by all of the parties hereto;


 


(b)              
an Officer’s Certificate of the Borrower to the Closed-End Administrative Agent to the effect that this Amendment will not
materially adversely affect the interests of any Exchange Noteholder; and


 


(c)              
a tax opinion, as required pursuant to Section 9.5 of the Agreement.


 


[SIGNATURE PAGES FOLLOW]


 









    
	 	2	3rd 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 Romano
	 	Its:	Assistant Treasurer




 









    
	 	S-1	3rd Amendment to Fourth Amended and
 Restated Collateral Agency Agreement




     


    

 


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







 






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




     


    

 


	 	BANK OF AMERICA, N.A.,
 as Deal
    Agent, Group Agent and as an Alternate Lender
	 	 
	 	By:	/s/ Christopher C. Jonas
	 	Name:	Christopher C. Jonas
	 	Title:	Director










 






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




     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,

    as Closed-End Administrative Agent
	 	 
	 	By:	/s/ Christopher J. Nuxoll
	 	Name:	Christopher J. Nuxoll
	 	Its:	Vice President




 









    
	 	S-4	3rd Amendment to Fourth Amended and
 Restated Collateral Agency Agreement




     


    

 


	 	GOTHAM FUNDING CORPORATION, as a 

    Conduit Lender
	 	 
	 	By:	/s/ Kevin J. Corrigan
	 	Name:	Kevin J. Corrigan
	 	Its:	Vice President
	 	 
	 	MUFG BANK, LTD., as a Group Agent
	 	 
	 	By:	/s/ Christopher Pohl
	 	Name:	Christopher Pohl
	 	Its:	Managing Director
	 	 
	 	MUFG BANK, LTD., as an Alternate Lender
	 	 
	 	By:	/s/ Christopher Pohl
	 	Name:	Christopher Pohl
	 	Its:	Managing Director







 



    
	 	S-5	3rd Amendment to Fourth Amended and
 Restated Collateral Agency Agreement




     


    




 


	 	TD SECURITIES INC., as a Group Agent
	 	 
	 	By:	/s/ Peter O'Sullivan
	 	Name:	Peter O'Sullivan
	 	Title:	Director
	 	 
	 	THE TORONTO-DOMINION BANK,
	 	as an Alternate Lender
	 	 
	 	By:	/s/ Bradley Purkis
	 	Name:	Bradley Purkis
	 	Title:	Managing Director




 









    
	 	S-6	3rd Amendment to Fourth Amended and
 Restated Collateral Agency Agreement




     


    




 


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










 






    
	 	S-7	3rd Amendment to Fourth Amended and
 Restated Collateral Agency Agreement




     


    

 


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




 






    
	 	S-8	3rd Amendment to Fourth Amended and
 Restated Collateral Agency Agreement