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AMENDED AND RESTATED SECOND STEP TRANSFER AGREEMENT
(TRANCHE 1)
This AMENDED AND RESTATED SECOND STEP TRANSFER AGREEMENT (TRANCHE 1), dated as of April 28,
2016 and effective as of the Amendment Closing Date (this “ Agreement ”), is among THE PERSONS IDENTIFIED ON THE
SIGNATURE PAGES HERETO AS LESSEES, as sellers (collectively, the “ Lessees ” and, each, a “ Lessee ”), and MOBILE
LEASING SOLUTIONS, LLC, a Delaware limited liability company, acting for itself and on behalf of Series 1 thereof, as buyer
(the “ Buyer ”).
WITNESSETH:
WHEREAS, the Lessees and Mobile Leasing Solutions are parties to the Second Step Transfer Agreement, dated as of
November 19, 2015 and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time
prior to the date hereof, the “ Original Second Step Transfer Agreement ”);
WHEREAS, it is the intent of the parties hereto that this Agreement amend and restate in its entirety the Original Second
Step Transfer Agreement;
WHEREAS, pursuant to that certain Amended and Restated First Step Transfer Agreement (Tranche 1), dated as of the date
hereof and effective as of the Amendment Closing Date (as amended, supplemented or otherwise modified from time to time, the “
First Step Transfer Agreement ”), among the Originators and the Lessees, on the Lease Closing Date the Originators contributed and
from time to time the Originators will contribute Devices and Related Customer Leases to the Lessees as further described in the
First Step Transfer Agreement;
WHEREAS, each Lessee wishes to sell and the Buyer wishes to purchase the Devices and the Customer Lease-End Rights
and Obligations under the Related Customer Leases pursuant to and in accordance with the terms hereof;
WHEREAS, the Devices and the Customer Lease-End Rights and Obligations under the Related Customer Leases will be
held in the name of Mobile Leasing Solutions on behalf of Series 1;
WHEREAS, the Buyer has agreed to pay to the Lessees the Cash Purchase Price, the Deferred Purchase Price Amount and
the Contingent Purchase Price, in each case, in accordance with the terms hereof;
WHEREAS, pursuant to that certain Amended and Restated Master Lease Agreement (Tranche 1), dated as of the date hereof
and effective as of the Amendment Closing Date (as amended, supplemented or otherwise modified from time to time, the “ Master
Lease Agreement” ), by and among the Lessees, Servicer, the Buyer and Collateral Agent, as supplemented by each Device Lease
Schedule agreed as of the Lease Closing Date by the Lessees and the Buyer and, if applicable, amended pursuant to Section 2.14 of
the Master Lease Agreement (the Master Lease Agreement, together with each Device Lease Schedule,