Exhibit 10.5


 


FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED


SERVICING AGREEMENT


 


THIS FIRST AMENDMENT to FIFTH
AMENDED AND RESTATED SERVICING AGREEMENT, dated as of October 30, 2015 (this “Amendment”), is among WORLD OMNI LT,
a Delaware statutory trust (the “Titling Trust”), WORLD OMNI FINANCIAL CORP., a Florida corporation (“WOFCO”),
as Closed-End Servicer, and AL HOLDING CORP., a Delaware corporation (“ALHC”), as Closed-End Collateral Agent,.


 


Background


 


1.       The
Titling Trust, ALHC and WOFCO have entered into that certain Fifth Amended and Restated Servicing Agreement, dated as of December 15,
2009 (as 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 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:


 


	Unencumbered Account	 	Closed-End Servicing Agreement, Section 5.2(f)
	Unencumbered Reference Pool	 	Collateral Agency Agreement, Section 6.2(e)
	Unencumbered Reference Pool Servicer Default	 	Closed-End Servicing Agreement, Section 8.3(d)
	Warehouse Designation	 	Appendix A
	WOLF LLC	 	Appendix A
	WOLF LLC Limited Liability Company Agreement	 	Appendix A
	WOLT Receivables Financing Agreement	 	Appendix A
	WOLT Warehouse Facility Note	 	Appendix A
	 




2.2             
Section 2.2 of the Agreement is hereby amended by inserting the following immediately after the term “Collateral Agency Agreement”
in the second line thereof:


 


“ or the designation of an Unencumbered
Reference Pool pursuant to Section 6.2(a) of the Collateral Agency Agreement and a Warehouse Designation delivered pursuant
to a Receivables Financing Agreement”


 






    	 	1	1st Amendment to Fourth Amended and 
 Restated Collateral Agency Agreement



     


    

 





2.3             
 Clause (ii) of Section 2.2 of the Agreement is hereby deleted in its entirety and replaced with the following:


 


“(ii)       the indemnification by
the Closed-End Servicer of the related Exchange Noteholder, any owner trustee or administrator of the related Exchange Noteholder, any
indenture trustee, note purchaser or underwriter with respect to debt obligations issued by an Exchange Noteholder and secured by a Closed-End
Exchange Note (in the case of a Reference Pool related to an Exchange Note) or the Initial Beneficiary (in the case of an Unencumbered
Reference Pool) and, in either case, the respective officers, directors, employees and agents of such Persons, and any other Person that
the Closed-End Servicer agrees to indemnify, in each case with respect to the servicing of the related Reference Pool;”


 


2.4             
Section 3.4(c) of the Agreement is hereby amended by inserting the phrase “, the Initial Beneficiary” immediately after
the term “Closed-End Collateral Agent” where it occurs in the last sentence thereof.


 


2.5             
Section 3.7(c) of the Agreement is hereby amended by inserting the phrase “ or the appropriate Unencumbered Account designated
by the Initial Beneficiary” immediately following the occurrence of the term “Exchange Note Collection Account” therein.


 


2.6             
Section 5.1(c) of the Agreement is hereby amended by inserting the phrase “or Unencumbered Account, as applicable”
immediately following the occurrence of the term “Exchange Note Collection Accounts” therein.


 


2.7             
Section 5.1(e) of the Agreement is hereby amended by inserting the phrase “or, in the case of an Unencumbered Reference Pool,
into the related Unencumbered Account designated by the Initial Beneficiary” immediately following the occurrence of the term “Exchange
Note Collection Account” therein.


 


2.8             
Section 5.2(b) of the Agreement is hereby amended by deleting the first sentence of clause (i) thereof in its entirety and replacing
it with the following:


 


“The Titling Trustee, on behalf of the Titling Trust,
will establish and maintain, with respect to the Closed-End Collateral Specified Interest, a Securities Account for purposes of the Warehouse
Facility Pool to be designated as the “Lease Funding Account.””


 


2.9             
Section 5.2(f) of the Agreement is hereby amended (i) by inserting the phrase “and Unencumbered Accounts” at the end
of the heading thereof and (ii) by inserting the following paragraph at the end thereof:


 


“On or before the allocation of Closed-End
Leases to an Unencumbered Reference Pool pursuant to a Warehouse Designation, the Closed-End Servicer will establish, in the name of the
Initial Beneficiary or such other entity as may be specified in the applicable Servicing Supplement, a segregated account to be designated
as the “Unencumbered Account” with respect to such Unencumbered Reference Pool, into which an amount equal to the Closed-End
Collections with respect to such Unencumbered Reference Pool will be deposited from time to


 






    	 	2	1st Amendment to Fifth Amended and 
 Restated Servicing Agreement



     


    

 





time. The accounts described in the immediately preceding sentence
shall be referred to as an “Unencumbered Account.” The right to make withdrawals from and deposits to, and to
exercise other control rights with respect to, the Unencumbered Accounts established with respect to any Unencumbered Reference Pool will
be governed by the terms of the related Servicing Supplement.”


 


2.10         
Section 5.2(g) is hereby amended by inserting the phrase “, each Unencumbered Account” immediately following the occurrence
of the term “Lease Funding Account” therein.


 


2.11         
Section 5.2(j) of the Agreement is hereby amended by inserting the phrase “or Unencumbered Account” after each occurrence
of the term “Exchange Note Collection Account” therein.


 


2.12         
Section 6.6(b) of the Agreement is hereby amended by inserting the parenthetical phrase “(other than an Unencumbered Reference
Pool)” immediately after the occurrence of the term “Reference Pool” in clause (ii) of the second sentence thereof and
in clause (2) of the last sentence thereof.


 


2.13         
Section 7.3 of the Agreement is hereby amended by inserting the phrase “or Unencumbered Account” immediately following
the occurrence of the term “Exchange Note Collection Account” therein.


 


2.14         
Section 8.1(c) of the Agreement is hereby amended by replacing the second instance of “Deal Agent” in clause (iii)
thereof with the term “Initial Beneficiary.”


 


2.15         
Section 8.3 of the Agreement is hereby amended by (i) deleting the section heading in its entirety and replacing it with “Servicer
Events of Default with Respect to Reference Pools” and (ii) adding the following subsection (d) at the end thereof:


 


“(d)      The
Servicing Supplement with respect to an Unencumbered Reference Pool may set forth certain occurrences that shall be Servicer defaults
with respect to such Unencumbered Reference Pool (each, an “Unencumbered Reference Pool Servicer Default”).
In such case, the Servicing Supplement will set forth the notice obligations of the Closed-End Servicer with respect to such Unencumbered
Reference Pool Servicer Defaults and the rights of the Initial Beneficiary to terminate the Closed-End Servicer’s rights and obligations
with respect to such Unencumbered Reference Pool. For the avoidance of doubt, any such termination by the Initial Beneficiary in accordance
with the terms of such Servicing Supplement shall be treated as a termination pursuant to Section 8.3 for purposes of this Closed-End
Servicing Agreement.”


 


2.16         
Section 8.4(c) of the Agreement is hereby amended by inserting the phrase “or the Initial Beneficiary, as applicable”
after each instance of the term “Closed-End Exchange Note” in the last sentence thereof.


 


2.17         
Section 8.4(f) of the Agreement is hereby amended by inserting the phrase “except as otherwise permitted by the terms of
the of the applicable Servicing Supplement with respect to the Collateral included in the related Reference Pool,” at the beginning
of the proviso in the first sentence thereof.


 






    	 	3	1st Amendment to Fifth Amended and 
 Restated Servicing Agreement



     


    

 


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]


 






    	 	4	1st Amendment to Fifth Amended and 
 Restated Servicing 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 Titling Trust
	 	 
	 	By:	VT INC., as trustee
	 	 
	 	 
	 	By:	/s/ Edwin J. Janis
	 	Name:	Edwin J. Janis
	 	Its:	Vice President
	 	 
	 	AL HOLDING CORP.,
	 	as Closed-End Collateral Agent
	 	 
	 	By:	/s/ Lori Gebron
	 	Name:	Lori Gebron
	 	Its:	Vice President
	 	 
	 	WORLD OMNI FINANCIAL CORP.,
	 	as Closed-End Servicer
	 	 
	 	By:	/s/ Bryan Romano
	 	Name:	Bryan Romano
	 	Its:	Assistant Treasurer




 








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