Common use of Duties and Powers of Trustees; Limitations on Trust Activity Clause in Contracts

Duties and Powers of Trustees; Limitations on Trust Activity. (a) Each Trustee undertakes to perform such duties, and only such duties, as are specified in this Agreement or any other Trust Document, or as it may be directed in writing to perform by the Settlor or the Certificateholder of any Series in a manner not contrary to the terms of this Agreement, from time to time, including, without limitation, in connection with (i) a borrowing arrangement described in Section 1.1(b)(iii) or any other contractual arrangement set forth in a Series Contract, (ii) sales or exchanges of Trust Assets to the extent permitted by the terms of this Agreement (so long as the Certificate of Title of any Leased Vehicle so sold or exchanged is amended to reflect the transfer of ownership thereof from the Titling Trust, unless applicable law permits the transfer of ownership of a motor vehicle without an amendment to the vehicle’s certificate of title) or (iii) activities ancillary to any of the foregoing. (b) Except as provided in or otherwise expressly contemplated by this Agreement, any Series Contract or any Series Servicing Agreement, the Titling Trust shall not (i) issue beneficial or other interests in the Trust Assets or securities of the Titling Trust other than the Series CSA Interest, one or more Certificates or Series Trust Notes; (ii) borrow money on behalf of the Titling Trust; (iii) make loans or extend credit on behalf of the Titling Trust; (iv) underwrite securities; (v) offer securities in exchange for Trust Assets (other than Certificates and Series Trust Notes); (vi) have any employees; (vii) own any real property; or (viii) except for the acquisition of Trust Assets and agreements relating to any Credit Enhancement or any Series Contract, enter into any agreements or contracts. (c) No Trustee shall take any action that to the actual knowledge of such Trustee would result in the Titling Trust becoming a publicly traded partnership for purposes of the Code. (d) The Trustees may establish accounts and receive, maintain, invest and disburse funds in accordance with Part VII hereof and any Series Servicing Agreement. (e) The Trustees and the Titling Trust shall have such powers as are necessary and appropriate to the conduct of their duties as set forth in this Agreement and the Series Servicing Agreements.

Duties and Powers of Trustees; Limitations on Trust Activity. (a) Each Trustee undertakes to perform such duties, and only such duties, as are specified in this Agreement, any supplement entered into pursuant to this Agreement or by such Trustee, or, except with respect to the duties of any other Trust DocumentTrustee to the extent such duties relate to any SUBI Portfolio and the assets thereof, or as it may be directed in writing to perform by the Settlor or the Certificateholder of any Series Initial Beneficiary in a manner not contrary to the terms of this Agreement, from time to time, including, without limitation, in connection with (i) a borrowing arrangement described in Section 1.1(b)(iii) financing transaction of any sort undertaken by the Initial Beneficiary or a Special Purpose Entity or any other contractual arrangement set forth leasing transaction entered into by the Initial Beneficiary or Special Purpose Entity as lessor or lessee, which is, in any case, secured, directly or indirectly, by Trust Assets, by all or part of the Undivided Trust Interest or by any SUBI or any interest therein including, without limitation, any financing undertaken in connection with the issuance and assignment of a Series ContractSUBI and related SUBI Certificate, (ii) any sale, transfer or pledge by the Initial Beneficiary or a Special Purpose Entity of any interest in one or more SUBIs, (iii) any other asset securitization, sale-leaseback, secured loan or similar transaction involving Trust Assets or any beneficial interest therein or in the Trust (the transactions in clauses (i), (ii) and (iii) are collectively referred to herein as “Financings”), (iv) sales or exchanges by the Trust of User Leases and other Trust Assets to the extent permitted by the terms of this Agreement any existing Financings (so long as the Certificate of Title of any Leased Vehicle so sold or exchanged is amended to reflect the transfer of ownership thereof from the Titling Trust, unless applicable law permits the transfer of ownership of a motor vehicle without an amendment to the vehicle’s certificate of title) or (iiiv) activities ancillary to any of the foregoing. (b) Except as provided in or otherwise expressly contemplated by this Agreement, any Series Contract Agreement or any Series Servicing Agreement, the Titling Trust shall not (i) issue beneficial or other interests in the Trust Assets or securities of the Titling Trust other than the Series CSA Interest, UTI and UTI Certificates and one or more Certificates or Series Trust NotesSUBIs and SUBI Certificates; (ii) borrow money on behalf of the Titling Trust; (iii) make loans or extend credit on behalf of the Titling Trust; (iv) underwrite securities; (v) offer securities in exchange for Trust Assets (other than UTI Certificates and Series Trust NotesSUBI Certificates); (vi) repurchase or otherwise reacquire any UTI Certificate or, except as permitted by or in connection with any Financing relating thereto, any SUBI Certificate; (vii) have any employees; (viiviii) own any real property; property or (viiiix) except for the acquisition of Trust Assets and agreements relating to any Credit Enhancement or any Series ContractFinancing, enter into any agreements or contracts. (c) No Trustee shall take any action that to the actual knowledge of such Trustee would result in the Titling Trust becoming a publicly traded partnership for purposes of the Code. (d) The Trustees may establish accounts and receive, maintain, invest and disburse funds in accordance with Part VII hereof and any Series Servicing Agreement or Supplement hereto. (d) The Trust will enter into a Servicing Agreement with VCI, and the Trust shall from time to time enter into one or more other servicing agreements (each a “Servicing Agreement”) with VCI or with such other or additional Persons as the holder of the UTI Certificate or, subject to the provisions of the agreements governing any Financing, any SUBI Certificate, shall designate in writing with respect to the applicable Portfolio represented by such Certificate (each, in such capacity, a “Servicer”). VCI is hereby designated as the initial Servicer. Each Servicing Agreement shall specify various duties, powers, liabilities, obligations and compensation of the Servicer with respect to the administration and servicing of those Trust Assets as to which such Servicing Agreement applies, including, without limitation, Leased Vehicles and User Leases. The Trust may from time to time enter into one or more agreements (each, a “Nominee Agreement”) with any Person that the Initial Beneficiary shall designate, such Person to serve as a nominee for the Trust in those jurisdictions where the Trust may not be named as owner on Certificates of Title. The Trustees, and each of them, on behalf of the Trust, shall execute and deliver such documents, certificates, applications, powers of attorney and registrations as shall be requested and prepared by a Servicer pursuant to a Servicing Agreement or by the Initial Beneficiary in connection with the administration of the Trust or the servicing of the Trust Assets, including, without limitation, a power of attorney to each Dealer and the Servicer and, to the extent deemed appropriate by the Servicer, any lessee under a User Lease (an “End User”); provided, however, that no Trustee shall be obligated to enter into any such documents, certificates, applications, powers of attorney or registrations that adversely affect such Trustee’s own rights, duties or immunities under this Agreement or otherwise. (e) The Trustees and the Titling Trust shall have such powers as are necessary and appropriate to the conduct of their duties as set forth in this Agreement Agreement, the Servicing Agreements and the Series Servicing AgreementsSUBI Supplements.

Duties and Powers of Trustees; Limitations on Trust Activity. (a) Each Trustee undertakes to perform such duties, and only such duties, as are specified in this Agreement, any supplement entered into pursuant to this Agreement or by such Trustee, or, except with respect to the duties of any other Trust DocumentTrustee to the extent such duties relate to any SUBI Portfolio and the assets thereof, or as it may be directed in writing to perform by the Settlor or the Certificateholder of any Series Initial Beneficiary in a manner not contrary to the terms of this Agreement, from time to time, including, including (without limitation, ) in connection with (i) financing transactions of any sort undertaken by the Initial Beneficiary or a borrowing arrangement described in Section 1.1(b)(iii) Special Purpose Entity secured, directly or indirectly, by Trust Assets, by the Undivided Trust Interest or by any SUBI or any other contractual arrangement set forth interest therein (including without limitation any financing undertaken in connection with the issuance and assignment of a Series ContractSUBI and related SUBI Certificates), (ii) any sale by the Initial Beneficiary or a Special Purpose Entity of any interest in one or more SUBIs, (iii) any other asset securitization, secured loan or similar transaction involving Trust Assets or any beneficial interest therein or in the Trust (collectively, the transactions in clauses (i), (ii) and (iii) are referred to herein as "Securitizations"), (iv) sales or exchanges by the Trust of Trust Assets to the extent permitted by the terms of this Agreement any existing Securitizations (so long as the Certificate of Title of any Leased Vehicle Unit so sold or exchanged is amended to reflect the transfer of ownership thereof from the Titling Trust, unless applicable law permits the transfer of ownership of a motor vehicle without an amendment to the vehicle’s 's certificate of title) or (iiiv) activities ancillary to any of the foregoingthereto. (b) Except as provided in or otherwise expressly contemplated by this Agreement, any Series Contract Agreement or any Series Servicing Agreement, the Titling Trust shall not (i) issue beneficial or other interests in the Trust Assets or securities of the Titling Trust other than the Series CSA Interest, UTI and UTI Certificates and one or more Certificates or Series Trust NotesSUBIs and SUBI Certificates; (ii) borrow money on behalf of the Titling Trust; (iii) make loans or extend credit on behalf of the Titling Trust; (iv) invest in or underwrite securities; (v) offer or issue securities in exchange for Trust Assets (other than UTI Certificates and Series Trust NotesSUBI Certificates); (vi) have repurchase or otherwise reacquire any employeesUTI Certificate or, except as permitted by or in connection with any Securitization relating thereto, any SUBI Certificate; (vii) own acquire any real propertyassets, other than Trust Assets as contemplated in Section 2.1; (viii) engage in any trade or business; or (viiiix) except for the acquisition of Trust Assets and agreements relating to any Credit Enhancement or any Series ContractSecuritization and activities ancillary thereto, enter into any agreements or contracts. (c) No Trustee shall take any action that to the actual knowledge of such Trustee would result in the Titling Trust becoming a publicly traded partnership for purposes of the Code. (d) The Trustees may shall establish accounts and receive, maintain, invest and disburse funds in accordance with Part VII hereof and any Series Servicing Agreement or Supplement hereto or thereto. (d) On the date hereof, the Trust is entering into a Servicing Agreement with VMS and the Initial Beneficiary, and the Trust shall enter from time to time into one or more other servicing agreements (each a "Servicing Agreement") with VMS or with such other or additional Persons as the holder of the UTI Certificate or any SUBI Certificate shall designate in writing with respect to the applicable Portfolio represented by such Certificate (each, in such capacity, a "Servicer"). VMS is hereby designated as the initial Servicer. Each Servicing Agreement shall specify various duties, powers, liabilities, obligations and compensation of the Servicer with respect to the administration and servicing of those Trust Assets as to which such Servicing Agreement applies, including (without limitation) Trust Vehicles, Leases and Fleet Receivables. The Trust may enter from time to time into one or more agreements (each, a "Nominee Agreement") with any Person (other than the Initial Beneficiary or any Affiliate of the Initial Beneficiary) that the Initial Beneficiary shall designate, such Person to serve as a nominee for the Trust in those jurisdictions where the Trust cannot be named as owner of Trust Vehicles on Certificates of Title. The Trustees, and each of them, on behalf of the Trust, shall execute and deliver such documents, certificates, applications, powers of attorney and registrations as shall be requested and prepared by a Servicer pursuant to a Servicing Agreement or by the Initial Beneficiary in connection with the administration of the Trust or the servicing of the Trust Assets, including, without limitation, a power of attorney to the Servicer and, to the extent deemed appropriate by the Servicer, the lessees or a dealer; provided, however, that no Trustee shall be obligated to enter into any such documents, certificates, applications, powers of attorney or registrations that adversely affect such Trustee's own rights, duties or immunities under this Agreement or otherwise. (e) The Trustees and the Titling Trust shall have such powers as are necessary and appropriate to the conduct of their duties as set forth in this Agreement Agreement, the Servicing Agreements and the Series Servicing AgreementsSUBI Supplements. In furtherance of the foregoing, the Delaware Trustee is hereby authorized to execute and deliver any documents, certificates or agreements to which the Trust is a party pursuant to this Agreement or any SUBI Supplement hereto.

Duties and Powers of Trustees; Limitations on Trust Activity. (a) Each Trustee undertakes to perform such duties, and only such duties, as are specified in this Agreement, any supplement entered into pursuant to this Agreement or by such Trustee, or, except with respect to the duties of any other Trust DocumentTrustee to the extent such duties relate to any SUBI Portfolio and the assets thereof, or as it may be directed in writing to perform by the Settlor or the Certificateholder of any Series Initial Beneficiary in a manner not contrary to the terms of this Agreement, from time to time, including, without limitation, in connection with (i) a borrowing arrangement described in Section 1.1(b)(iii) financing transaction of any sort undertaken by the Initial Beneficiary or a Special Purpose Entity or any other contractual arrangement set forth leasing transaction entered into by the Initial Beneficiary or Special Purpose Entity as lessor or lessee, which is, in any case, secured, directly or indirectly, by Trust Assets, by all or part of the Undivided Trust Interest or by any SUBI or any interest therein including, without limitation, any financing undertaken in connection with the issuance and assignment of a Series ContractSUBI and related SUBI Certificate, (ii) any sale, transfer or pledge by the Initial Beneficiary or a Special Purpose Entity of any interest in one or more SUBIs, (iii) any other asset securitization, sale-leaseback, secured loan or similar transaction involving Trust Assets or any beneficial interest therein or in the Trust (the transactions in clauses (i), (ii) and (iii) are collectively referred to herein as "Financings"), (iv) sales or exchanges by the Trust of User Leases and other Trust Assets to the extent permitted by the terms of this Agreement any existing Financings (so long as the Certificate of Title of any Leased Vehicle so sold or exchanged is amended to reflect the transfer of ownership thereof from the Titling Trust, unless applicable law permits the transfer of ownership of a motor vehicle without an amendment to the vehicle’s 's certificate of title) or (iiiv) activities ancillary to any of the foregoing. (b) Except as provided in or otherwise expressly contemplated by this Agreement, any Series Contract Agreement or any Series Servicing Agreement, the Titling Trust shall not (i) issue beneficial or other interests in the Trust Assets or securities of the Titling Trust other than the Series CSA Interest, UTI and UTI Certificates and one or more Certificates or Series Trust NotesSUBIs and SUBI Certificates; (ii) borrow money on behalf of the Titling Trust; (iii) make loans or extend credit on behalf of the Titling Trust; (iv) underwrite securities; (v) offer securities in exchange for Trust Assets (other than UTI Certificates and Series Trust NotesSUBI Certificates); (vi) repurchase or otherwise reacquire any UTI Certificate or, except as permitted by or in connection with any Financing relating thereto, any SUBI Certificate; (vii) have any employees; (viiviii) own any real property; property or (viiiix) except for the acquisition of Trust Assets and agreements relating to any Credit Enhancement or any Series ContractFinancing, enter into any agreements or contracts. (c) No Trustee shall take any action that to the actual knowledge of such Trustee would result in the Titling Trust becoming a publicly traded partnership for purposes of the Code. (d) The Trustees may establish accounts and receive, maintain, invest and disburse funds in accordance with Part VII hereof and any Series Servicing Agreement or Supplement hereto. (d) The Trust will enter into a Servicing Agreement with VCI, and the Trust shall from time to time enter into one or more other servicing agreements (each a "Servicing Agreement") with VCI or with such other or additional Persons as the holder of the UTI Certificate or, subject to the provisions of the agreements governing any Financing, any SUBI Certificate, shall designate in writing with respect to the applicable Portfolio represented by such Certificate (each, in such capacity, a "Servicer"). VCI is hereby designated as the initial Servicer. Each Servicing Agreement shall specify various duties, powers, liabilities, obligations and compensation of the Servicer with respect to the administration and servicing of those Trust Assets as to which such Servicing Agreement applies, including, without limitation, Leased Vehicles and User Leases. The Trust may from time to time enter into one or more agreements (each, a "Nominee Agreement") with any Person that the Initial Beneficiary shall designate, such Person to serve as a nominee for the Trust in those jurisdictions where the Trust may not be named as owner on Certificates of Title. The Trustees, and each of them, on behalf of the Trust, shall execute and deliver such documents, certificates, applications, powers of attorney and registrations as shall be requested and prepared by a Servicer pursuant to a Servicing Agreement or by the Initial Beneficiary in connection with the administration of the Trust or the servicing of the Trust Assets, including, without limitation, a power of attorney to each Dealer and the Servicer and, to the extent deemed appropriate by the Servicer, any lessee under a User Lease (an "End User"); provided, however, that no Trustee shall be obligated to enter into any such documents, certificates, applications, powers of attorney or registrations that adversely affect such Trustee's own rights, duties or immunities under this Agreement or otherwise. (e) The Trustees and the Titling Trust shall have such powers as are necessary and appropriate to the conduct of their duties as set forth in this Agreement Agreement, the Servicing Agreements and the Series Servicing AgreementsSUBI Supplements.