Common use of Appointment of Successor Servicer Clause in Contracts

Appointment of Successor Servicer. (a) Upon the receipt by the Closed-End Servicer of a notice of termination pursuant to Section 8.1, Section 8.2 or Section 8.3 (or such later date as may be specified in such notice of termination), all authority and power of the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, solely to the extent of the rights so terminated) will pass to and be vested in the successor Closed-End Servicer as may be appointed under this Section 8.4. In such event, the Titling Trust, the Closed-End Administrative Agent and the Closed-End Collateral Agent are authorized and empowered to execute and deliver, on behalf of the predecessor Closed-End Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the termination and replacement of the Closed-End Servicer (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated). (b) Upon termination of the Closed-End Servicer pursuant to Section 8.1, Section 8.2 or Section 8.3, the predecessor Closed-End Servicer will cooperate with the successor Closed-End Servicer, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and the Titling Trust in effecting the termination of the responsibilities and rights of the predecessor Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated), including, as soon as practicable, (i) the transfer to such successor Closed-End Servicer for administration by it of all cash amounts relating to the Collateral (or, in the case of a termination pursuant to Section 8.2 or Section 8.3, the applicable portion of the Collateral) that are held by the predecessor Closed-End Servicer for deposit, or thereafter will be received with respect to the Collateral (or such portion thereof, as the case may be); (ii) the delivery to such successor Closed-End Servicer of the related Lease Files, all related Security Deposits and related repossessed Closed-End Vehicles, and the related accounts and records maintained by the Closed-End Servicer; and (iii) directing the Closed-End Obligors to remit payments to an account or address designated by the Titling Trust or such successor Closed-End Servicer. (c) If the Closed-End Servicer is terminated pursuant to Section 8.1, Section 8.2 or Section 8.3, it will continue to perform its functions as Closed-End Servicer under this Closed-End Servicing Agreement until the date specified in the notice of termination. If the Closed-End Servicer resigns pursuant to Section 3.6 or is terminated under this Closed-End Servicing Agreement, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust will (i) in the case of the Closed-End Administrative Agent, provide notice of such termination or resignation to the Titling Trust, the Closed-End Collateral Agent and the Closed-End Administrative Agent and (ii) as promptly as possible, appoint an established institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of automotive leases and the related leased vehicles, as the successor to the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, solely to the extent of the rights so terminated). Such successor will accept its appointment by (i) entering into a servicing agreement with the Titling Trust and the Closed-End Collateral Agent having substantially the same provisions as the provisions of this Closed-End Servicing Agreement applicable to the Closed-End Servicer (as modified, to the extent applicable, by any related Servicing Supplement), in a form acceptable to the Titling Trust and the Closed-End Collateral Agent and, in the case of a termination pursuant to Section 8.3, the Exchange Noteholder of the related Closed-End Exchange Note) and (ii) delivering a copy of such servicing agreement to the parties to such agreement, the Closed-End Administrative Agent and, if applicable, the Exchange Noteholder of any related Outstanding Closed-End Exchange Note. (d) If no Person has accepted its appointment as successor Closed-End Servicer when the predecessor Closed-End Servicer ceases to act as Closed-End Servicer in accordance with this Section 8.4, the Closed-End Administrative Agent will appoint, or petition a court of competent jurisdiction to appoint, an established institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of automotive leases and the related leased vehicles, as successor to the Closed-End Servicer under this Closed-End Servicing Agreement and any applicable Servicing Supplement. (e) Upon its acceptance of its appointment as successor Closed-End Servicer, the successor Closed-End Servicer will be the successor in all respects to the predecessor Closed-End Servicer (and will be the successor in all respects to the Closed-End Collateral Agent Administrator pursuant to Section 4.2(b) of the Closed-End Administration Agreement), and will be subject to all of the responsibilities, duties, and liabilities following such successor Closed-End Servicer’s appointment placed on (1) the predecessor Closed-End Servicer relating to such predecessor Closed-End Servicer’s performance of its duties as Closed-End Servicer (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated) and (2) the predecessor Closed-End Collateral Agent Administrator, to the extent and in the manner specified in the Closed-End Administration Agreement. (f) In connection with any appointment of a successor Closed-End Servicer, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust, may make such arrangements for the compensation of such successor Closed-End Servicer out of Closed-End Collections and other property constituting a part of the Collateral (but solely to the extent of the Collateral relating to the rights so terminated) as it and such successor Closed-End Servicer may agree, provided, however, that, no such compensation will be in excess of the amount paid to the predecessor Closed-End Servicer under this Closed-End Servicing Agreement. The Closed- End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust and the predecessor Closed-End Servicer will take such action, consistent with this Closed-End Servicing Agreement, as will be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon the receipt by the Closed-End Servicer of a notice of termination pursuant to Section 8.1Sections 8.01, Section 8.2 8.02 or Section 8.3 8.03 (or such later date as may be specified in such notice of termination), all authority and power of the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 Sections 8.02 or Section 8.38.03, solely to the extent of the rights so terminated) will pass to and be vested in the successor Closed-End Servicer as may be appointed under this Section 8.4Section. In such event, the Titling Trust, the Closed-End Lender, the Administrative Agent and the Closed-End Collateral Agent are authorized and empowered to execute and deliver, on behalf of the predecessor Closed-End Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the termination and replacement of the Closed-End Servicer (in the case of a termination pursuant to Section 8.2 Sections 8.02 or Section 8.38.03, to the extent of the rights so terminated). (b) Upon termination of the Closed-End Servicer pursuant to Section 8.1Sections 8.01, Section 8.2 8.02 or Section 8.38.03, the predecessor Closed-End Servicer will cooperate with the successor Closed-End Servicer, the Deal AgentLender, the Closed-End Administrative Agent, the Closed-End Collateral Agent and the Titling Trust in effecting the termination of the responsibilities and rights of the predecessor Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 Sections 8.02 or Section 8.38.03, to the extent of the rights so terminated), including, as soon as practicable, (i) the transfer to such successor Closed-End Servicer for administration by it of all cash amounts relating to the Collateral (or, in the case of a termination pursuant to Section 8.2 Sections 8.02 or Section 8.38.03, the applicable portion of the Collateral) that are held by the predecessor Closed-End Servicer for deposit, or thereafter will be received with respect to the Collateral (or such portion thereof, as the case may be); ) and (ii) the delivery to such successor Closed-End Servicer of the related Lease Files, all related Security Deposits and related repossessed Closed-End Vehicles, Files and the related accounts and records maintained by the Closed-End Servicer; . In no event, however, will the Servicer be obligated to provide or license its proprietary servicing procedures, processes, models, software or other applications to any successor Servicer or any third party. All reasonable costs and expenses (iiiincluding attorneys’ fees) directing the Closed-End Obligors to remit payments to an account or address designated incurred by the Titling Trust successor Servicer in connection with amending this Agreement or any applicable Servicing Supplement to reflect such successor Closed-End Servicersuccession as Servicer pursuant to this Article will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. (c) If the Closed-End Servicer is terminated pursuant to Section 8.1Sections 8.01, Section 8.2 8.02 or Section 8.38.03, it will continue to perform its functions as Closed-End Servicer under this Closed-End Servicing Agreement until the date specified in the notice of termination. If the Closed-End Servicer resigns pursuant to Section 3.6 3.06, it will continue to perform its functions as Servicer under this Agreement until the later of (i) the date 45 days from the delivery to the parties hereto and the other Covered Parties of notice of such resignation in accordance with this Agreement and (ii) the date upon which the Servicer is legally unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. If the Servicer resigns or is terminated under this Closed-End Servicing Agreement, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust will (i) in the case of the Closed-End Administrative Agent, provide notice of such termination or resignation to the Titling Trust, the Closed-End Collateral Agent Trust and the Closed-End Administrative Collateral Agent and (ii) as promptly as possible, appoint an established institution having a net worth of not less than $50,000,000 50 million whose regular business includes the servicing of automotive leases and the related leased vehicles, as the successor to the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 Sections 8.02, or Section 8.38.03, solely to the extent of the rights so terminated). Such successor will accept its appointment by (i) entering into a servicing agreement Servicing Agreement with the Titling Trust Trust, the Lender and the Closed-End Collateral Agent having substantially the same provisions as the provisions of this Closed-End Servicing Agreement applicable to the Closed-End Servicer (as modified, to the extent applicable, by any related Servicing Supplement), in a form acceptable to the Titling Trust and Trust, the Closed-End Lender (with respect to the servicing of the Revolving Facility Pool only), the Collateral Agent and, in the case of a termination pursuant to Section 8.38.03, the Exchange Noteholder of the related Closed-End Exchange Note) Note and (ii) delivering a copy of such servicing agreement Servicing Agreement to the parties to such agreement, the Closed-End Administrative Agent and, if applicable, the Exchange Noteholder of any related Outstanding Closed-End Exchange Note. (d) If no Person has accepted its appointment as successor Closed-End Servicer when the predecessor Closed-End Servicer ceases to act as Closed-End Servicer in accordance with this Section 8.4Section, the Closed-End Administrative Agent will appoint, or petition a court of competent jurisdiction to appoint, an established institution having a net worth of not less than $50,000,000 50 million whose regular business includes the servicing of automotive leases and the related leased vehicles, as successor to the Closed-End Servicer under this Closed-End Servicing Agreement and any applicable Servicing Supplement. (e) Upon its acceptance of its appointment as successor Closed-End Servicer, the successor Closed-End Servicer will be the successor in all respects to the predecessor Closed-End Servicer (and will be the successor in all respects to the Closed-End Collateral Agent Administrator pursuant to Section 4.2(b) of the Closed-End Administration Agreement)Servicer, and will be subject to all of the responsibilities, duties, and liabilities following such successor Closed-End ServicerXxxxxxxx’s appointment placed on (1) the predecessor Closed-End Servicer relating to such predecessor Closed-End Servicer’s performance of its duties as Closed-End Servicer (in the case of a termination pursuant to Section 8.2 Sections 8.02 or Section 8.38.03, to the extent of the rights so terminated) and (2) the predecessor Closed-End Collateral Agent Administrator, to the extent and in the manner specified in the Closed-End Administration Agreement). (f) In connection with any appointment of a successor Closed-End Servicer, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust, may make such arrangements for the compensation of such successor Closed-End Servicer out of Closed-End Collections and other property constituting a part of the Collateral (but solely to the extent of the Collateral relating to the rights so terminated) as it and such successor Closed-End Servicer may agree, provided, however, that, no such compensation will be in excess of the amount paid to the predecessor Closed-End Servicer under this Closed-End Servicing Agreement. The Closed- End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust and the predecessor Closed-End Servicer will take such action, consistent with this Closed-End Servicing Agreement, as will be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon the receipt by the Closed-End Servicer of a notice of termination pursuant to Section 8.1, Section 8.2 or Section 8.3 (or such later date as may be specified in such notice of termination), all authority and power of the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, solely to the extent of the rights so terminated) will pass to and be vested in the successor Closed-End Servicer as may be appointed under this Section 8.4. In such event, the Titling Trust, the Closed-End Administrative Agent and the Closed-End Collateral Agent are authorized and empowered to execute and deliver, on behalf of the predecessor Closed-End Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the termination and replacement of the Closed-End Servicer (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated). (b) Upon termination of the Closed-End Servicer pursuant to Section 8.1, Section 8.2 or Section 8.3, the predecessor Closed-End Servicer will cooperate with the successor Closed-End Servicer, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and the Titling Trust in effecting the termination of the responsibilities and rights of the predecessor Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated), including, as soon as practicable, (i) the transfer to such successor Closed-End Servicer for administration by it of all cash amounts relating to the Collateral (or, in the case of a termination pursuant to Section 8.2 or Section 8.3, the applicable portion of the Collateral) that are held by the predecessor Closed-End Servicer for deposit, or thereafter will be received with respect to the Collateral (or such portion thereof, as the case may be); (ii) the delivery to such successor Closed-End Servicer of the related Lease Files, all related Security Deposits and related repossessed Closed-End Vehicles, and the related accounts and records maintained by the Closed-End Servicer; and (iii) directing the Closed-End Obligors to remit payments to an account or address designated by the Titling Trust or such successor Closed-End Servicer. (c) If the Closed-End Servicer is terminated pursuant to Section 8.1, Section 8.2 or Section 8.3, it will continue to perform its functions as Closed-End Servicer under this Closed-End Servicing Agreement until the date specified in the notice of termination. If the Closed-End Servicer resigns pursuant to Section 3.6 or is terminated under this Closed-End Servicing Agreement, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust will (i) in the case of the Closed-End Administrative Agent, provide notice of such termination or resignation to the Titling Trust, the Closed-End Collateral Agent and the Closed-End Administrative Agent and (ii) as promptly as possible, appoint an established institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of automotive leases and the related leased vehicles, as the successor to the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, solely to the extent of the rights so terminated). Such successor will accept its appointment by (i) entering into a servicing agreement with the Titling Trust and the Closed-End Collateral Agent having substantially the same provisions as the provisions of this Closed-End Servicing Agreement applicable to the Closed-End Servicer (as modified, to the extent applicable, by any related Servicing Supplement), in a form acceptable to the Titling Trust and the Closed-End Collateral Agent and, in the case of a termination pursuant to Section 8.3, the Exchange Noteholder of the related Closed-End Exchange Note) and (ii) delivering a copy of such servicing agreement to the parties to such agreement, the Closed-End Administrative Agent and, if applicable, the Exchange Noteholder of any related Outstanding Closed-End Exchange Note. (d) If no Person has accepted its appointment as successor Closed-End Servicer when the predecessor Closed-End Servicer ceases to act as Closed-End Servicer in accordance with this Section 8.4, the Closed-End Administrative Agent will appoint, or petition a court of competent jurisdiction to appoint, an established institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of automotive leases and the related leased vehicles, as successor to the Closed-End Servicer under this Closed-End Servicing Agreement and any applicable Servicing Supplement. (e) Upon its acceptance of its appointment as successor Closed-End Servicer, the successor Closed-End Servicer will be the successor in all respects to the predecessor Closed-End Servicer (and will be the successor in all respects to the Closed-End Collateral Agent Administrator pursuant to Section 4.2(b) of the Closed-End Administration Agreement), and will be subject to all of the responsibilities, duties, and liabilities following such successor Closed-End Servicer’s 's appointment placed on (1) the predecessor Closed-End Servicer relating to such predecessor Closed-End Servicer’s 's performance of its duties as Closed-End Servicer (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated) and (2) the predecessor Closed-End Collateral Agent Administrator, to the extent and in the manner specified in the Closed-End Administration Agreement. (f) In connection with any appointment of a successor Closed-End Servicer, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust, may make such arrangements for the compensation of such successor Closed-End Servicer out of Closed-End Collections and other property constituting a part of the Collateral (but solely to the extent of the Collateral relating to the rights so terminated) as it and such successor Closed-End Servicer may agree, provided, however, that, no such compensation will be in excess of the amount paid to the predecessor Closed-End Servicer under this Closed-End Servicing Agreement. The Closed- End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust and the predecessor Closed-End Servicer will take such action, consistent with this Closed-End Servicing Agreement, as will be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon the receipt by the Closed-End Servicer of a notice of termination pursuant to Section 8.1, Section 8.2 or Section 8.3 (or such later date as may be specified in such notice of termination), all authority and power of the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, solely to the extent of the rights so terminated) will pass to and be vested in the successor Closed-End Servicer as may be appointed under this Section 8.4. In such event, the Titling Trust, the Closed-End Administrative Agent and the Closed-End Collateral Agent are authorized and empowered to execute and deliver, on behalf of the predecessor Closed-End Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the termination and replacement of the Closed-End Servicer (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated). (b) Upon termination of the Closed-End Servicer pursuant to Section 8.1, Section 8.2 or Section 8.3, the predecessor Closed-End Servicer will cooperate with the successor Closed-End Servicer, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and the Titling Trust in effecting the termination of the responsibilities and rights of the predecessor Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated), including, as soon as practicable, (i) the transfer to such successor Closed-End Servicer for administration by it of all cash amounts relating to the Collateral (or, in the case of a termination pursuant to Section 8.2 or Section 8.3, the applicable portion of the Collateral) that are held by the predecessor Closed-End Servicer for deposit, or thereafter will be received with respect to the Collateral (or such portion thereof, as the case may be); (ii) the delivery to such successor Closed-End Servicer of the related Lease Files, all related Security Deposits and related repossessed Closed-End Vehicles, and the related accounts and records maintained by the Closed-End Servicer; and (iii) directing the Closed-End Obligors to remit payments to an account or address designated by the Titling Trust or such successor Closed-End Servicer. (c) If the Closed-End Servicer is terminated pursuant to Section 8.1, Section 8.2 or Section 8.3, it will continue to perform its functions as Closed-End Servicer under this Closed-End Servicing Agreement until the date specified in the notice of termination. If the Closed-End Servicer resigns pursuant to Section 3.6 or is terminated under this Closed-End Servicing Agreement, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust will (i) in the case of the Closed-End Administrative Agent, provide notice of such termination or resignation to the Titling Trust, the Closed-End Collateral Agent and the Closed-End Administrative Agent and (ii) as promptly as possible, appoint an established institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of automotive leases and the related leased vehicles, as the successor to the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, solely to the extent of the rights so terminated). Such successor will accept its appointment by (i) entering into a servicing agreement with the Titling Trust and the Closed-End Collateral Agent having substantially the same provisions as the provisions of this Closed-End Servicing Agreement applicable to the Closed-End Servicer (as modified, to the extent applicable, by any related Servicing Supplement), in a form acceptable to the Titling Trust and the Closed-End Collateral Agent and, in the case of a termination pursuant to Section 8.3, the Exchange Noteholder of the related Closed-End Exchange Note) and (ii) delivering a copy of such servicing agreement to the parties to such agreement, the Closed-End Administrative Agent and, if applicable, the Exchange Noteholder of any related Outstanding Closed-End Exchange Note. (d) If no Person has accepted its appointment as successor Closed-End Servicer when the predecessor Closed-End Servicer ceases to act as Closed-End Servicer in accordance with this Section 8.4, the Closed-End Administrative Agent will appoint, or petition a court of competent jurisdiction to appoint, an established institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of automotive leases and the related leased vehicles, as successor to the Closed-End Servicer under this Closed-End Servicing Agreement and any applicable Servicing Supplement. (e) Upon its acceptance of its appointment as successor Closed-End Servicer, the successor Closed-End Servicer will be the successor in all respects to the predecessor Closed-End Servicer (and will be the successor in all respects to the Closed-End Collateral Agent Administrator pursuant to Section 4.2(b) of the Closed-End Administration Agreement), and will be subject to all of the responsibilities, duties, and liabilities following such successor Closed-End Servicer’s appointment placed on (1) the predecessor Closed-End Servicer relating to such predecessor Closed-End Servicer’s performance of its duties as Closed-End Servicer (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated) and (2) the predecessor Closed-End Collateral Agent Administrator, to the extent and in the manner specified in the Closed-End Administration Agreement. (f) In connection with any appointment of a successor Closed-End Servicer, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust, may make such arrangements for the compensation of such successor Closed-End Servicer out of Closed-End Collections and other property constituting a part of the Collateral (but solely to the extent of the Collateral relating to the rights so terminated) as it and such successor Closed-End Servicer may agree, provided, however, that, no such compensation will be in excess of the amount paid to the predecessor Closed-End Servicer under this Closed-End Servicing Agreement. The Closed- Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust and the predecessor Closed-End Servicer will take such action, consistent with this Closed-End Servicing Agreement, as will be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon the receipt by the Closed-End Servicer of a notice of termination pursuant to Section 8.1, Section 8.2 or Section 8.3 (or such later date as may be specified in such notice of termination), all authority and power of the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, solely to the extent of the rights so terminated) will pass to and be vested in the successor Closed-End Servicer as may be appointed under this Section 8.4. In such event, the Titling TrustHolding Companies, the Closed-End Lender, the Administrative Agent and the Closed-End Collateral Agent Titling Companies are authorized and empowered to execute and deliver, on behalf of the predecessor Closed-End Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the termination and replacement of the Closed-End Servicer (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated). (b) Upon termination of the Closed-End Servicer pursuant to Section 8.1, Section 8.2 or Section 8.3, the predecessor Closed-End Servicer will cooperate with the successor Closed-End Servicer, the Deal AgentHolding Companies, the Closed-End Lender, the Administrative Agent, the Closed-End Collateral Agent and the Titling Trust Companies in effecting the termination of the responsibilities and rights of the predecessor Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated), including, as soon as practicable, (i) the transfer to such successor Closed-End Servicer for administration by it of all cash amounts relating to the Collateral (or, in the case of a termination pursuant to Section 8.2 or Section 8.3, the applicable portion of the Collateral) that are held by the predecessor Closed-End Servicer for deposit, or thereafter will be received with respect to the Collateral (or such portion thereof, as the case may be); ) and (ii) the delivery to such successor Closed-End Servicer of the related Collateral Lease Files, all related Security Deposits and related repossessed Closed-End Vehicles, Files and the related accounts and records maintained by the Closed-End Servicer; . In no event, however, will the Servicer be obligated to provide or license its proprietary servicing procedures, processes, models, software or other applications to any successor Servicer or any third party. All reasonable costs and expenses (iiiincluding attorneys’ fees) directing the Closed-End Obligors to remit payments to an account or address designated incurred by the Titling Trust successor Servicer in connection with amending this Agreement or any applicable Servicing Supplement to reflect such successor Closed-End Servicersuccession as Servicer pursuant to this ARTICLE VIII will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. (c) If the Closed-End Servicer is terminated pursuant to Section 8.1, Section 8.2 or Section 8.3, it will continue to perform its functions as Closed-End Servicer under this Closed-End Servicing Agreement until the date specified in the notice of termination. If the Closed-End Servicer resigns pursuant to Section 3.6 3.6, it will continue to perform its functions as Servicer under this Agreement until the later of (i) the date 45 days from the delivery to the Administrative Agent, the Lender, the Collateral Agent, each Exchange Noteholder and each Holder of a Collateral Specified Interest Certificate of notice of such resignation in accordance with this Agreement and (ii) the date upon which the Servicer is legally unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. If the Servicer resigns or is terminated under this Closed-End Servicing Agreement, the Closed-End Administrative Agent (so long as the Collateral Agency Credit and Security Agreement is in effect) and, thereafter, the Titling Trust Holders of the Collateral Specified Interest Certificates, will (i) in the case of the Closed-End Administrative Agent, provide notice of such termination or resignation to the Titling Trust, Holders of the Closed-End Collateral Agent Specified Interest Certificates and the Closed-End Administrative Collateral Agent and (ii) as promptly as possible, appoint an established institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of automotive leases and the related leased vehicles, as the successor to the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, solely to the extent of the rights so terminated). Such successor will accept its appointment by (i) entering into a servicing agreement Servicing Agreement with the Titling Trust Holders of the Collateral Specified Interest Certificates, the Lender and the Closed-End Collateral Agent having substantially the same provisions as the provisions of this Closed-End Servicing Agreement applicable to the Closed-End Servicer (as modified, to the extent applicable, by any related Servicing Supplement), in a form acceptable to the Titling Trust and Holders of the Closed-End Collateral Specified Interest Certificates, the Lender, the Collateral Agent and, in the case of a termination pursuant to Section 8.3, the Exchange Noteholder of the related Closed-End Exchange Note) and (ii) delivering a copy of such servicing agreement Servicing Agreement to the parties to such agreement, the Closed-End Administrative Agent and, if applicable, the Exchange Noteholder of any related Outstanding Closed-End Exchange Note. (d) If no Person has accepted its appointment as successor Closed-End Servicer when the predecessor Closed-End Servicer ceases to act as Closed-End Servicer in accordance with this Section 8.4, the Closed-End Administrative Agent will appoint, or petition a court of competent jurisdiction to appoint, an established institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of automotive leases and the related leased vehicles, as successor to the Closed-End Servicer under this Closed-End Servicing Agreement and any applicable Servicing Supplement. (e) Upon its acceptance of its appointment as successor Closed-End Servicer, the successor Closed-End Servicer will be the successor in all respects to the predecessor Closed-End Servicer (and will be the successor in all respects to the Closed-End Collateral Agent Administrator pursuant to Section 4.2(b) of the Closed-End Administration Agreement)Servicer, and will be subject to all of the responsibilities, duties, and liabilities following such successor Closed-End Servicer’s appointment placed on (1) the predecessor Closed-End Servicer relating to such predecessor Closed-End Servicer’s performance of its duties as Closed-End Servicer (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated) and (2) the predecessor Closed-End Collateral Agent Administrator, to the extent and in the manner specified in the Closed-End Administration Agreement). (f) In connection with any appointment of a successor Closed-End Servicer, the Closed-End Administrative Agent (so long as the Collateral Agency Credit and Security Agreement is in effect) and, thereafter, the Titling TrustHolders of the Collateral Specified Interest Certificates, may make such arrangements for the compensation of such successor Closed-End Servicer out of Closed-End Collections and other property constituting a part of the Collateral (but solely to the extent of the Collateral relating to the rights so terminated) as it and such successor Closed-End Servicer may agree, provided, however, that, ; provided that no such compensation will be in excess of the amount paid to the predecessor Closed-End Servicer under this Closed-End Servicing Agreement. The Closed- End Administrative Agent (so long as the Collateral Agency Credit and Security Agreement is in effect) and, thereafter, the Titling Trust Holders of the Collateral Specified Interest Certificates and the predecessor Closed-End Servicer will take such action, consistent with this Closed-End Servicing Agreement, as will be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon the receipt by the Closed-End Servicer of a notice of termination pursuant to Section 8.1Sections 8.01, Section 8.2 8.02 or Section 8.3 8.03 (or such later date as may be specified in such notice of termination), all authority and power of the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 Sections 8.02 or Section 8.38.03, solely to the extent of the rights so terminated) will pass to and be vested in the successor Closed-End Servicer as may be appointed under this Section 8.4Section. In such event, the Titling Trust, the Closed-End Lender, the Administrative Agent and the Closed-End Collateral Agent are authorized and empowered to execute and deliver, on behalf of the predecessor Closed-End Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the termination and replacement of the Closed-End Servicer (in the case of a termination pursuant to Section 8.2 Sections 8.02 or Section 8.38.03, to the extent of the rights so terminated). (b) Upon termination of the Closed-End Servicer pursuant to Section 8.1Sections 8.01, Section 8.2 8.02 or Section 8.38.03, the predecessor Closed-End Servicer will cooperate with the successor Closed-End Servicer, the Deal AgentLender, the Closed-End Administrative Agent, the Closed-End Collateral Agent and the Titling Trust in effecting the termination of the responsibilities and rights of the predecessor Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 Sections 8.02 or Section 8.38.03, to the extent of the rights so terminated), including, as soon as practicable, (i) the transfer to such successor Closed-End Servicer for administration by it of all cash amounts relating to the Collateral (or, in the case of a termination pursuant to Section 8.2 Sections 8.02 or Section 8.38.03, the applicable portion of the Collateral) that are held by the predecessor Closed-End Servicer for deposit, or thereafter will be received with respect to the Collateral (or such portion thereof, as the case may be); ) and (ii) the delivery to such successor Closed-End Servicer of the related Lease Files, all related Security Deposits and related repossessed Closed-End Vehicles, Files and the related accounts and records maintained by the Closed-End Servicer; . In no event, however, will the Servicer be obligated to provide or license its proprietary servicing procedures, processes, models, software or other applications to any successor Servicer or any third party. All reasonable costs and expenses (iiiincluding attorneys’ fees) directing the Closed-End Obligors to remit payments to an account or address designated incurred by the Titling Trust successor Servicer in connection with amending this Agreement or any applicable Servicing Supplement to reflect such successor Closed-End Servicersuccession as Servicer pursuant to this Article will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. (c) If the Closed-End Servicer is terminated pursuant to Section 8.1Sections 8.01, Section 8.2 8.02 or Section 8.38.03, it will continue to perform its functions as Closed-End Servicer under this Closed-End Servicing Agreement until the date specified in the notice of termination. If the Closed-End Servicer resigns pursuant to Section 3.6 3.06, it will continue to perform its functions as Servicer under this Agreement until the later of (i) the date 45 days from the delivery to the parties hereto and the other Covered Parties of notice of such resignation in accordance with this Agreement and (ii) the date upon which the Servicer is legally unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. If the Servicer resigns or is terminated under this Closed-End Servicing Agreement, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust will (i) in the case of the Closed-End Administrative Agent, provide notice of such termination or resignation to the Titling Trust, the Closed-End Collateral Agent Trust and the Closed-End Administrative Collateral Agent and (ii) as promptly as possible, appoint an established institution having a net worth of not less than $50,000,000 50 million whose regular business includes the servicing of automotive leases and the related leased vehicles, as the successor to the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 Sections 8.02, or Section 8.38.03, solely to the extent of the rights so terminated). Such successor will accept its appointment by (i) entering into a servicing agreement Servicing Agreement with the Titling Trust Trust, the Lender and the Closed-End Collateral Agent having substantially the same provisions as the provisions of this Closed-End Servicing Agreement applicable to the Closed-End Servicer (as modified, to the extent applicable, by any related Servicing Supplement), in a form acceptable to the Titling Trust and Trust, the Closed-End Lender (with respect to the servicing of the Revolving Facility Pool only), the Collateral Agent and, in the case of a termination pursuant to Section 8.38.03, the Exchange Noteholder of the related Closed-End Exchange Note) and (ii) delivering a copy of such servicing agreement Servicing Agreement to the parties to such agreement, the Closed-End Administrative Agent and, if applicable, the Exchange Noteholder of any related Outstanding Closed-End Exchange Note. (d) If no Person has accepted its appointment as successor Closed-End Servicer when the predecessor Closed-End Servicer ceases to act as Closed-End Servicer in accordance with this Section 8.4Section, the Closed-End Administrative Agent will appoint, or petition a court of competent jurisdiction to appoint, an established institution having a net worth of not less than $50,000,000 50 million whose regular business includes the servicing of automotive leases and the related leased vehicles, as successor to the Closed-End Servicer under this Closed-End Servicing Agreement and any applicable Servicing Supplement. (e) Upon its acceptance of its appointment as successor Closed-End Servicer, the successor Closed-End Servicer will be the successor in all respects to the predecessor Closed-End Servicer (and will be the successor in all respects to the Closed-End Collateral Agent Administrator pursuant to Section 4.2(b) of the Closed-End Administration Agreement)Servicer, and will be subject to all of the responsibilities, duties, and liabilities following such successor Closed-End Servicer’s appointment placed on (1) the predecessor Closed-End Servicer relating to such predecessor Closed-End Servicer’s performance of its duties as Closed-End Servicer (in the case of a termination pursuant to Section 8.2 Sections 8.02 or Section 8.38.03, to the extent of the rights so terminated) and (2) the predecessor Closed-End Collateral Agent Administrator, to the extent and in the manner specified in the Closed-End Administration Agreement). (f) In connection with any appointment of a successor Closed-End Servicer, the Closed-End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust, may make such arrangements for the compensation of such successor Closed-End Servicer out of Closed-End Collections and other property constituting a part of the Collateral (but solely to the extent of the Collateral relating to the rights so terminated) as it and such successor Closed-End Servicer may agree, provided, however, that, no such compensation will be in excess of the amount paid to the predecessor Closed-End Servicer under this Closed-End Servicing Agreement. The Closed- End Administrative Agent (so long as the Collateral Agency Agreement is in effect) and, thereafter, the Titling Trust and the predecessor Closed-End Servicer will take such action, consistent with this Closed-End Servicing Agreement, as will be necessary to effectuate any such succession.