Common use of Additional Covenants of Servicer Clause in Contracts

Additional Covenants of Servicer. (a) If the aggregate Securitization Value of 2010-B Leases that have been extended and that also constitute Hybrid Chattel Paper exceeds 9.0% of the outstanding aggregate Securitization Value of the 2010-B Leases and related 2010-B Vehicles, and if such excess amount is not otherwise reduced prior to the end of the second Collection Period following such discovery (or, if the Servicer elects, an earlier date), the Servicer will purchase 2010-B Leases and the related 2010-B Vehicles having a sufficient aggregate Securitization Value to reduce the aggregate Securitization Value of 2010-B Leases that have been extended and that also constitute Hybrid Chattel Paper to less than 9.0% of the then outstanding Securitization Value of the 2010-B Leases and related 2010-B Vehicles. (b) Notwithstanding the forgoing, if (a) the Servicer or the Titling Trust employs processes and procedures to convert tangible “records” evidencing modifications of 2010-B Leases that were originated as “electronic chattel paper” to electronic “records” (as such terms are used in the UCC) and (b) the Servicer and the Titling Trust (i) deliver to the Rating Agencies a written opinion of counsel, in form and substance satisfactory to the Rating Agencies, to the effect that, such processes and procedures so employed satisfy the requirements of the UCC such that the Titling Trust or its agent has control of both the original electronic contract and the electronic “records” that resulted from the conversion or (ii) otherwise satisfy the Rating Agencies that the Servicer’s or the Titling Trust’s processes and procedures are sufficient to perfect the Titling Trust’s or its agent’s security interest in the 2010-B Leases, then such “records” will no longer constitute Hybrid Chattel Paper.

Additional Covenants of Servicer. (a) If the aggregate Securitization Value of 2010-B A Leases that have been extended and that also constitute Hybrid Chattel Paper exceeds 9.0% of the outstanding aggregate Securitization Value of the 2010-B A Leases and related 2010-B A Vehicles, and if such excess amount is not otherwise reduced prior to the end of the second Collection Period following such discovery (or, if the Servicer elects, an earlier date), the Servicer will purchase 2010-B A Leases and the related 2010-B A Vehicles having a sufficient aggregate Securitization Value to reduce the aggregate Securitization Value of 2010-B A Leases that have been extended and that also constitute Hybrid Chattel Paper to less than 9.0% of the then outstanding Securitization Value of the 2010-B A Leases and related 2010-B A Vehicles. (b) Notwithstanding the forgoing, if (a) the Servicer or the Titling Trust employs processes and procedures to convert tangible “records” evidencing modifications of 2010-B A Leases that were originated as “electronic chattel paper” to electronic “records” (as such terms are used in the UCC) and (b) the Servicer and the Titling Trust (i) deliver to the Rating Agencies a written opinion of counsel, in form and substance satisfactory to the Rating Agencies, to the effect that, such processes and procedures so employed satisfy the requirements of the UCC such that the Titling Trust or its agent has control of both the original electronic contract and the electronic “records” that resulted from the conversion or (ii) otherwise satisfy the Rating Agencies that the Servicer’s or the Titling Trust’s processes and procedures are sufficient to perfect the Titling Trust’s or its agent’s security interest in the 2010-B A Leases, then such “records” will no longer constitute Hybrid Chattel Paper.

Additional Covenants of Servicer. (a) If the aggregate Securitization Value of 20102009-B Leases that have been extended and that also constitute Hybrid Chattel Paper exceeds 9.0% of the outstanding aggregate Securitization Value of the 20102009-B Leases and related 20102009-B Vehicles, and if such excess amount is not otherwise reduced prior to the end of the second Collection Period following such discovery (or, if the Servicer elects, an earlier date), the Servicer will purchase 20102009-B Leases and the related 20102009-B Vehicles having a sufficient aggregate Securitization Value to reduce the aggregate Securitization Value of 20102009-B Leases that have been extended and that also constitute Hybrid Chattel Paper to less than 9.0% of the then outstanding Securitization Value of the 20102009-B Leases and related 20102009-B Vehicles. (b) Notwithstanding the forgoing, if (a) the Servicer or the Titling Trust employs processes and procedures to convert tangible “records” evidencing modifications of 20102009-B Leases that were originated as “electronic chattel paper” to electronic “records” (as such terms are used in the UCC) and (b) the Servicer and the Titling Trust (i) deliver to the Rating Agencies a written opinion of counsel, in form and substance satisfactory to the Rating Agencies, to the effect that, such processes and procedures so employed satisfy the requirements of the UCC such that the Titling Trust or its agent has control of both the original electronic contract and the electronic “records” that resulted from the conversion or (ii) otherwise satisfy the Rating Agencies that the Servicer’s or the Titling Trust’s processes and procedures are sufficient to perfect the Titling Trust’s or its agent’s security interest in the 20102009-B Leases, then such “records” will no longer constitute Hybrid Chattel Paper.

Additional Covenants of Servicer. (a) If the aggregate Securitization Value of 20102009-B A Leases that have been extended and that also constitute Hybrid Chattel Paper exceeds 9.0% of the outstanding aggregate Securitization Value of the 20102009-B A Leases and related 20102009-B A Vehicles, and if such excess amount is not otherwise reduced prior to the end of the second Collection Period following such discovery (or, if the Servicer elects, an earlier date), the Servicer will purchase 20102009-B A Leases and the related 20102009-B A Vehicles having a sufficient aggregate Securitization Value to reduce the aggregate Securitization Value of 20102009-B A Leases that have been extended and that also constitute Hybrid Chattel Paper to less than 9.0% of the then outstanding Securitization Value of the 20102009-B A Leases and related 20102009-B A Vehicles. (b) Notwithstanding the forgoing, if (a) the Servicer or the Titling Trust employs processes and procedures to convert tangible “records” evidencing modifications of 20102009-B A Leases that were originated as “electronic chattel paper” to electronic “records” (as such terms are used in the UCC) and (b) the Servicer and the Titling Trust (i) deliver to the Rating Agencies a written opinion of counsel, in form and substance satisfactory to the Rating Agencies, to the effect that, such processes and procedures so employed satisfy the requirements of the UCC such that the Titling Trust or its agent has control of both the original electronic contract and the electronic “records” that resulted from the conversion or (ii) otherwise satisfy the Rating Agencies that the Servicer’s or the Titling Trust’s processes and procedures are sufficient to perfect the Titling Trust’s or its agent’s security interest in the 20102009-B A Leases, then such “records” will no longer constitute Hybrid Chattel Paper.