Common use of Termination of Servicer as to Transaction SUBI Portfolio Clause in Contracts

Termination of Servicer as to Transaction SUBI Portfolio. (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt notice specifying such Servicer Replacement Event, together with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of the Servicing Agreement. (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on behalf of the holder of the Transaction SUBI Certificate, shall, at the written direction of the Required Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee and the Administrator, terminate the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee, acting at the direction of the Required Related Holders, may waive any default of the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “Required Related Holders” shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 2/3% of the Outstanding Notes and thereafter, the Issuer, acting at the direction of the Majority Certificateholders. (c) Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle lease contracts having an aggregate outstanding principal balance of not less than $50,000,000. (d) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor Servicer. (e) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 8.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 8.1(f). No Servicer shall resign or be relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement and provided in writing the information reasonably requested by the Transferor to comply with its reporting obligations under the Exchange Act with respect to a replacement Servicer. In the event of a replacement of VCI as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify VCI against any losses, liabilities, damages or expenses (including attorneys’ fees) as a result of the negligence or willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to receive reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with the Indenture. (f) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing Agreement; provided, that following the replacement of the Servicer pursuant to this Section 8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.

Termination of Servicer as to Transaction SUBI Portfolio. (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt notice specifying such Servicer Replacement Event, together with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of the Servicing Agreement. (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on behalf of the holder of the Transaction SUBI Certificate, shall, at the written direction of the Required Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee and the Administrator, terminate the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee, acting at the direction of the Required Related Holders, may waive any default of the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “Required Related Holders” shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 2/3% of the Outstanding Notes and thereafter, the Issuer, acting at the direction of the Majority Certificateholders. (c) Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle lease contracts having an aggregate outstanding principal balance of not less than $50,000,000. (d) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor Servicer. (ed) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 8.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 8.1(f8.1(e). No Servicer shall resign or be relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement and provided in writing the information reasonably requested by the Transferor to comply with its reporting obligations under the Exchange Act with respect to a replacement Servicer. In the event of a replacement of VCI as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify VCI against any losses, liabilities, damages or expenses (including attorneys’ fees) as a result of the negligence or willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to receive reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with the Indenture. (fe) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing Agreement; provided, provided that following the replacement of the Servicer pursuant to this Section 8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.

Termination of Servicer as to Transaction SUBI Portfolio. (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt notice specifying such Servicer Replacement Event, together with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of the Servicing Agreement. (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on behalf of the holder of the Transaction SUBI Certificate, shall, at the written direction of the Required Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee and the Administrator, terminate the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as 8 Transaction SUBI Servicing Supplement (2012-A) Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee, acting at the direction of the Required Related Holders, may waive any default of the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “Required Related Holders” shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 2/3% of the Outstanding Notes and thereafter, the Issuer, acting at the direction of the Majority Certificateholders. (c) Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle lease contracts having an aggregate outstanding principal balance of not less than $50,000,000. (d) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor Servicer. (ed) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 8.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 8.1(f8.1(e). No Servicer shall resign or be relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement and provided in writing the information reasonably requested by the Transferor to comply with its reporting obligations under the Exchange Act with respect to a replacement Servicer. In the event of a replacement of VCI as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify VCI against any losses, liabilities, damages or expenses (including attorneys’ fees) as a result of the negligence or willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to receive reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with the Indenture. (fe) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing Agreement; provided, provided that following the replacement of the Servicer pursuant to this Section 8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.

Termination of Servicer as to Transaction SUBI Portfolio. (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt notice specifying such Servicer Replacement Event, together with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of the Servicing Agreement. (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on behalf of the holder of the Transaction SUBI Certificate, shall, at the written direction of the Required Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee and the Administrator, terminate the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee, acting at on the direction of the Required Related Holders, Holders may waive any default of the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “Required Related Holders” shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 2/3% of the Outstanding Notes and thereafter, the Issuer, acting at the direction of the Majority Certificateholders. (c) Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle lease contracts having an aggregate outstanding principal balance of not less than $50,000,000. (d) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor Servicer. (ed) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 8.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 8.1(f8.1(e). No Servicer shall resign or be relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement and provided in writing the information reasonably requested by the Transferor to comply with its reporting obligations under the Exchange Act with respect to a replacement Servicer. In the event of a replacement of VCI as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify VCI against any losses, liabilities, damages or expenses (including attorneys’ fees) as a result of the negligence or willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to receive reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with the Indenture. (fe) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing Agreement; provided, provided that following the replacement of the Servicer pursuant to this Section 8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.

Termination of Servicer as to Transaction SUBI Portfolio. (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt notice specifying such Servicer Replacement Event, together with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of the Servicing Agreement. (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on behalf of the holder of the Transaction SUBI Certificate, shall, at the written direction of the Required Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee and the Administrator, terminate the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee, acting at the direction of the Required Related Holders, Holders may waive any default of the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “Required Related Holders” shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 2/3% of the Outstanding Notes and thereafter, the Issuer, acting at the direction of the Majority Certificateholders. (c) Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle lease contracts having an aggregate outstanding principal balance of not less than $50,000,000. (d) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor Servicer. (ed) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 8.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 8.1(f8.1(e). No Servicer shall resign or be relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement and provided in writing the information reasonably requested by the Transferor to comply with its reporting obligations under the Exchange Act with respect to a replacement Servicer. In the event of a replacement of VCI as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify VCI against any losses, liabilities, damages or expenses (including attorneys’ fees) as a result of the negligence or willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to receive reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with the Indenture. (fe) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing Agreement; provided, provided that following the replacement of the Servicer pursuant to this Section 8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.

Termination of Servicer as to Transaction SUBI Portfolio. (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt notice specifying such Servicer Replacement Event, together with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of the Servicing Agreement. (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on behalf of the holder of the Transaction SUBI Certificate, shall, at the written direction of the Required Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee and the Administrator, terminate the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee, acting at the direction of the Required Related Holders, may waive any default of the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “Required Related Holders” shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 2/3% of the Outstanding Notes and thereafter, the Issuer, acting at the direction of the Majority Certificateholders. (c) Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle lease contracts having an aggregate outstanding principal balance of not less than $50,000,000.. 8 Transaction SUBI Servicing Supplement (2023-A) (d) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor Servicer. (e) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 8.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 8.1(f). No Servicer shall resign or be relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement and provided in writing the information reasonably requested by the Transferor to comply with its reporting obligations under the Exchange Act with respect to a replacement Servicer. In the event of a replacement of VCI as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify VCI against any losses, liabilities, damages or expenses (including attorneys’ fees) as a result of the negligence or willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to receive reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with the Indenture. (f) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing Agreement; provided, that following the replacement of the Servicer pursuant to this Section 8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.

Termination of Servicer as to Transaction SUBI Portfolio. (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt notice specifying such Servicer Replacement Event, together with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of the Servicing Agreement. (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on behalf of the holder of the Transaction SUBI Certificate, shall, at the written direction of the Required Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee Trustee, the Administrator and the Administratoreach Rating Agency, terminate the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee, acting at on the direction of the Required Related Holders, Holders may waive any default of the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “Required Related Holders” shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 2/3% of the Outstanding Notes and thereafter, the Issuer, acting at the direction of the Majority Certificateholders. (c) Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle lease contracts having an aggregate outstanding principal balance of not less than $50,000,000. (d) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor Servicer. (ed) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 8.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 8.1(f8.1(e). No Servicer shall resign or be relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement and provided in writing the information reasonably requested by the Transferor to comply with its reporting obligations under the Exchange Act with respect to a replacement Servicer. In the event of a replacement of VCI as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify VCI against any losses, liabilities, damages or expenses (including attorneys’ fees) as a result of the negligence or willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to receive reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with the Indenture. (fe) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing Agreement; provided, provided that following the replacement of the Servicer pursuant to this Section 8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.

Termination of Servicer as to Transaction SUBI Portfolio. (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt notice specifying such Servicer Replacement Event, together with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of the Servicing Agreement. (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on behalf of the holder of the Transaction SUBI Certificate, shall, at the written direction of the Required Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee Trustee, the Administrator and the Administratoreach Rating Agency, terminate the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee, acting at on the direction of the Required Related Holders, Holders may waive any default of the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “Required Related Holders” shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 2/3% of the Outstanding Notes and thereafter, the Issuer, acting at the direction of the Majority Certificateholders. (c) Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle lease contracts having an aggregate outstanding principal balance of not less than $50,000,000. (d) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor Servicer. (ed) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 8.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 8.1(f8.1(e). No Servicer shall resign or be relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement and provided in writing the information reasonably requested by the Transferor to comply with its reporting obligations under the Exchange Act with respect to a replacement ServicerSupplement. In the event of a replacement of VCI as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify VCI against any losses, liabilities, damages or expenses (including attorneys’ fees) as a result of the negligence or willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to receive reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with the Indenture. (fe) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing Agreement; provided, provided that following the replacement of the Servicer pursuant to this Section 8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.

Termination of Servicer as to Transaction SUBI Portfolio. (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt notice specifying such Servicer Replacement Event, together with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of the Servicing Agreement. (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on behalf of the holder of the Transaction SUBI Certificate, shall, at the written direction of the Required Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee Trustee, the Administrator and the Administratoreach Rating Agency, terminate the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee, acting at on the direction of the Required Related Holders, Holders may waive any default of the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “"Required Related Holders” " shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 2/3% of the Outstanding Notes and thereafter, the Issuer, acting at the direction of the Majority Certificateholders. (c) Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle lease contracts having an aggregate outstanding principal balance of not less than $50,000,000. (d) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor Servicer. (ed) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 8.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 8.1(f8.1(e). No Servicer shall resign or be relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement and provided in writing the information reasonably requested by the Transferor to comply with its reporting obligations under the Exchange Act with respect to a replacement ServicerSupplement. In the event of a replacement of VCI as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify VCI against any losses, liabilities, damages or expenses (including attorneys’ ' fees) as a result of the negligence or willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to receive reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with the Indenture. (fe) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing Agreement; provided, provided that following the replacement of the Servicer pursuant to this Section 8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.

Termination of Servicer as to Transaction SUBI Portfolio. (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt notice specifying such Servicer Replacement Event, together with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of the Servicing Agreement. (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on behalf of the holder of the Transaction SUBI Certificate, shall, at the written direction of the Required Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee Trustee, the Administrator and the Administratoreach Rating Agency, terminate the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee, acting at on the direction of the Required Related Holders, Holders may waive any default of the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “"Required Related Holders” " shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 2/3% of the Outstanding Notes and thereafter, the Issuer, acting at the direction of the Majority Certificateholders. (c) Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle lease contracts having an aggregate outstanding principal balance of not less than $50,000,000. (d) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor Servicer. (ed) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 8.1, the successor Servicer shall be the successor in all respects to Transaction SUBI Servicing Supplement the Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 8.1(f8.1(e). No Servicer shall resign or be relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement and provided in writing the information reasonably requested by the Transferor to comply with its reporting obligations under the Exchange Act with respect to a replacement ServicerSupplement. In the event of a replacement of VCI as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify VCI against any losses, liabilities, damages or expenses (including attorneys’ ' fees) as a result of the negligence or willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to receive reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with the Indenture. (fe) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing Agreement; provided, provided that following the replacement of the Servicer pursuant to this Section 8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.

Termination of Servicer as to Transaction SUBI Portfolio. (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the IssuerOwner Trustee, the Administrator and each Rating Agency prompt notice specifying such Servicer Replacement Event, together with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of the Servicing Agreement. (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on behalf of the holder of the Transaction SUBI Certificate, shall, at the written direction of the Required Related Holders, by notice given to the Servicer, the IssuerOwner Trustee, the Indenture Trustee Trustee, the Administrator and the Administratoreach Rating Agency, terminate the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee, acting at on the direction of the Required Related Holders, Holders may waive any default of the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “"Required Related Holders” " shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of Noteholders holding not less than 66 66-2/3% of the Outstanding Notes and thereafter, the IssuerOwner Trustee, acting at the direction of the Majority Certificateholders. (c) Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle lease contracts having an aggregate outstanding principal balance of not less than $50,000,000. (d) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor Servicer. (ed) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 8.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 8.1(f8.1(e). No Servicer shall resign or be relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement and provided in writing the information reasonably requested by the Transferor to comply with its reporting obligations under the Exchange Act with respect to a replacement ServicerSupplement. In the event of a replacement of VCI as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify VCI against any losses, liabilities, damages or expenses (including attorneys’ ' fees) as a result of the negligence or willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to receive reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with the Indenture. (fe) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing Agreement; provided, provided that following the replacement of the Servicer pursuant to this Section 8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.

Termination of Servicer as to Transaction SUBI Portfolio. (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt notice specifying such Servicer Replacement Event, together with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of the Servicing Agreement. (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on behalf of the holder of the Transaction SUBI Certificate, shall, at the written direction of the Required Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee Trustee, the Administrator and the Administratoreach Rating Agency, terminate the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee, acting at on the direction of the Required Related Holders, Holders may waive any default of the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “"Required Related Holders” " shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 66-2/3% of the Outstanding Notes and thereafter, the Issuer, acting at the direction of the Majority Certificateholders. (c) Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle lease contracts having an aggregate outstanding principal balance of not less than $50,000,000. (d) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor Servicer. (ed) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 8.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its Transaction SUBI Servicing Supplement termination as Servicer as set forth in Section 8.1(f8.1(e). No Servicer shall resign or be relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement and provided in writing the information reasonably requested by the Transferor to comply with its reporting obligations under the Exchange Act with respect to a replacement ServicerSupplement. In the event of a replacement of VCI as Servicer, the Required Related Holders shall cause the successor Servicer to agree to indemnify VCI against any losses, liabilities, damages or expenses (including attorneys’ ' fees) as a result of the negligence or willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to receive reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with the Indenture. (fe) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing Agreement; provided, provided that following the replacement of the Servicer pursuant to this Section 8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with respect to matters arising after such replacement.