Common use of Lessor's Right to Cause Vehicles to be Sold Clause in Contracts

Lessor's Right to Cause Vehicles to be Sold. Notwithstanding anything to the contrary contained in the Lease, the Lessor shall have the right, at any time after the date thirty (30) days prior to the expiration of the Maximum Term for any Program Vehicle leased under this Annex A, to require that the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction site, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value thereof, in which event the Lessee shall, prior to the expiration of such Maximum Term, deliver such Vehicle to its Manufacturer or the designated auction site or arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Program Vehicle is arranged by a Lessee prior to the expiration of such Maximum Term, then such Lessee shall deliver the Program Vehicle to the purchaser thereof, the Lien of the Master Collateral Agent on the Certificate of Title of such Program Vehicle shall be released, and such Lessee shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaser. If a Lessee is unable to arrange for a sale of the Program Vehicle prior to the expiration of such Maximum Term, then such Lessee shall cease attempting to arrange for such a sale and shall return such Program Vehicle to the applicable Manufacturer or tender such Program Vehicle in accordance with applicable Auction Procedures or purchase such Vehicle as herein provided. In no event may any Program Vehicle be sold pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition Program) unless the funds to be paid to the Lessor arising out of such sale exceed the Net Book Value of such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the Manufacturer.

Lessor's Right to Cause Vehicles to be Sold. Notwithstanding anything to the contrary contained in the this Operating Lease, the Lessor shall have the right, at any time after the date thirty (30) days prior to the expiration of the Maximum Term for any Program Vehicle leased under this Annex AOperating Lease, to require that the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction site, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price greater that is no less than the Net Book Value thereof, in which event the Lessee shall, prior to the expiration of such Maximum Term, deliver such Vehicle to its Manufacturer or the designated auction site or arrange for the sale of such Program Vehicle to a third party for a price greater that is no less than the Net Book Value (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Program Vehicle is arranged by a Lessee prior to the expiration of such Maximum Term, then such Lessee shall deliver the Program Vehicle to the purchaser thereof, the Lien of the Master Collateral Agent on the Certificate of Title of such Program Vehicle shall be releasedreleased thereby, and such Lessee shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaser. If a Lessee is unable to arrange for a sale of the Program Vehicle prior to the expiration of such Maximum Term, then such Lessee shall cease attempting to arrange for such a sale and shall return such Program Vehicle to the applicable Manufacturer or tender such Program Vehicle in accordance with applicable Auction Procedures or purchase such Vehicle as herein provided. In no event may any Program Vehicle be sold pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition Program) unless the funds to be paid to the Lessor arising out of such sale exceed the Net Book Value of such Vehicle less reasonably predictable estimated Excess Mileage chargesCharges, Excess Damage Charges and other similar charges imposed by the Manufacturer.

Lessor's Right to Cause Vehicles to be Sold. Notwithstanding (a) If a Lessee does not elect to purchase any Vehicle leased by it hereunder pursuant to Section 2.5, then: (i) notwithstanding anything to the contrary contained in the Leaseherein, with respect to Program Vehicles leased hereunder, and subject to Sections 13.2 and 2.5, the Lessor shall have the right, at any time after following the date ninety (90) days prior to the expiration of the Maximum Term for such Program Vehicle, to require that such Lessee or another Person designated by the Lessor, which Person’s compensation will be payable solely from the proceeds from the sale of such Vehicle, exercise commercially reasonable efforts to arrange for the sale of such Vehicle to a third party for the Vehicle Purchase Price with respect to such Vehicle, in which event such Lessee or such other designated Person shall, until not later than the date thirty (30) days prior to the expiration of the such Maximum Term for any Program Vehicle leased under this Annex ATerm, to require that the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction site, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price (as reduced by the amount of compensation to be paid to any such other designated Person) equal to or greater than the Net Book Termination Value thereof, in which event the Lessee shall, prior to the expiration of such Maximum Term, deliver such Vehicle to its Manufacturer or the designated auction site or arrange for the . If a sale of such Program Vehicle to a third party for a price greater than the Net Book Value (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Program Vehicle is arranged by a such Lessee or such other designated Person prior to such date thirty (30) days prior to the expiration of such Maximum Term, then (i) such Lessee or such other designated Person shall deliver the Program such Vehicle to the purchaser thereof, the Lien of the Master Collateral Agent on the Certificate of Title of such Program Vehicle shall be released, and (ii) such Lessee or such other designated Person shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaserpurchaser and (iii) the Administrator shall request the Trustee to cause its Lien to be removed from the Certificate of Title for such Vehicle. If a such Lessee or such other designated Person is unable to arrange for a sale of the Program such Vehicle prior to such date thirty (30) days prior to the expiration of such Maximum Term, then such Lessee or such other designated Person shall cease attempting to arrange for such a sale and such Lessee shall return or cause to be returned such Program Vehicle in the manner provided in Section 13.2(b) (and, if so requested by such Lessee, the Lessor shall cooperate with the Lessee to the applicable Manufacturer or tender effect any such Program Vehicle return in accordance with applicable Auction Procedures the provisions of the Master Exchange Agreement). If a Lessee shall fail to satisfy any provision of Section 13.2(a)(y) or purchase 13.2(b), then such Lessee shall pay within five (5) days after the Vehicle Finance Lease Expiration Date the amount of the Termination Value of such Vehicle as herein providedimmediately prior to such Vehicle Finance Lease Expiration Date (rather than the Residual Value Payment required by Section 2.6(c)); and (ii) with respect to Non-Program Vehicles leased hereunder and subject to the exercise of each Lessee’s rights under Section 2.5, each Lessee shall use commercially reasonable efforts to arrange for the sale of each Non-Program Vehicle leased by such Lessee hereunder to a third party for the Vehicle Purchase Price with respect to such Vehicle on or prior to the date that is the last Business Day of the month that is eighteen (18) months after the month in which the Vehicle Finance Lease Commencement Date occurs with respect to such Vehicle. In no event may any Program Vehicle be sold pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition ProgramSection 2.6(a)(ii) unless the funds to be paid to the Lessor arising out with respect to such Vehicle (net of such sale any disposition expenses but including any Non-Program Vehicle Special Default Payments) equal or exceed the Net Book Termination Value of such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the Manufacturer.such

Lessor's Right to Cause Vehicles to be Sold. Notwithstanding anything If the Lessee does not elect to the contrary contained in the Leasepurchase any Vehicle pursuant to Section 2.4, the then: (a) The Lessor shall have the right, at any time after with the date thirty consent of the Lessee or during the ninety (3090) days prior to the expiration of the Maximum Term for any a Program Vehicle leased under this Annex AVehicle, to require that direct the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction site, or exercise commercially reasonable efforts Servicer to arrange for the sale of such Program Vehicle to a third party party, if permitted under the related Manufacturer Program, for a price greater than or equal to the Net Book Termination Value thereofof such Program Vehicle, reduced by the amount of any non-return incentive received by the Lessor or payable to the Lessor from the Manufacturer in which event the Lessee shallrespect of such Program Vehicle pursuant to such Manufacturer Program if such Manufacturer is an Eligible Program Manufacturer, on or prior to the expiration Maximum Lease Termination Date with respect to such Program Vehicle. Notwithstanding the disposition of a Program Vehicle pursuant to this Section 2.5(a) prior to the end of a calendar month, the Lessee shall pay to the Lessor all accrued and unpaid Monthly Base Rent and any Monthly Variable Rent then due and payable with respect to such Program Vehicle through the Payment Date with respect to the Related Month during which the Disposition Proceeds of such Maximum TermProgram Vehicle are deposited into the Collection Account, unless such Program Vehicle is a Casualty or becomes an Ineligible Vehicle, payment for which will be made in accordance with Section 6. When a sale of such Program Vehicle is arranged by the Servicer pursuant to this Section 2.5(a), (i) the Servicer shall deliver the Vehicle to the purchaser thereof and (ii) the Servicer shall cause to be deposited into the Collateral Account the funds paid for such Vehicle by the purchaser. (b) The Servicer shall use commercially reasonable efforts, at its own expense, to its Manufacturer or the designated auction site or arrange for the sale of such each Non-Program Vehicle to a third party for a price greater than the Net Book Value (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price)Price with respect to such Vehicle on or prior to the Maximum Lease Termination Date with respect to such Non-Program Vehicle. If Notwithstanding the disposition of a Non-Program Vehicle by the Servicer prior to the end of a calendar month, the Lessee shall pay to the Lessor all accrued and unpaid Monthly Base Rent and any Monthly Variable Rent then due and payable with respect to such Non-Program Vehicle through the Payment Date with respect to the Related Month during which the Disposition Proceeds of such Non-Program Vehicle are deposited into the Collection Account, unless such Non-Program Vehicle is a Casualty or becomes an Ineligible Vehicle, payment for which will be made in accordance with Section 6. When a sale of the such Non-Program Vehicle is arranged by a Lessee prior the Servicer pursuant to this Section 2.5(b), (i) the expiration of such Maximum Term, then such Lessee Servicer shall deliver the Program Vehicle to the purchaser thereof, thereof and (ii) the Lien of the Master Collateral Agent on the Certificate of Title of such Program Vehicle shall be released, and such Lessee Servicer shall cause to be delivered to deposited into the Lessor Collateral Account the funds paid for such Program Vehicle by the purchaser. If . (c) In the event any Vehicle or Vehicles are not purchased by the Lessee pursuant to Section 2.4, sold to a Lessee is unable third party pursuant to arrange for Section 2.5 or returned to a sale of Manufacturer pursuant to Section 3.1(b), the Program Vehicle prior to the expiration of such Maximum Term, then such Lessee shall cease attempting to arrange for such a sale and Servicer shall return such Program Vehicle to the applicable Manufacturer or tender such Program Vehicle in accordance Lessor, on the Payment Date with applicable Auction Procedures or purchase such Vehicle as herein provided. In no event may any Program Vehicle be sold pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition Program) unless the funds to be paid respect to the Lessor arising out of Related Month in which the applicable Maximum Lease Termination Date falls, and the Lessee shall pay an amount equal to all accrued but unpaid Monthly Base Rent and all Monthly Variable Rent payable with respect to such sale exceed the Net Book Value of Vehicles through such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the ManufacturerPayment Date.

Lessor's Right to Cause Vehicles to be Sold. If a Lessee does not elect to purchase any Vehicle leased by such Lessee hereunder pursuant to Section 2.5 hereof, then: (a) Notwithstanding anything to the contrary contained in the Leaseherein, with respect to Program Vehicles leased hereunder, and subject to Sections 13.2 and 2.5 hereof, the Lessor shall have the right, at any time after following the date ninety (90) days prior to the expiration of the Maximum Term for such Program Vehicle, to require that the Lessee leasing such Program Vehicle from the Lessor hereunder or another Person designated by the Lessor, which Person's compensation will be payable solely from the proceeds from the sale of such Vehicle, exercise commercially reasonable efforts to arrange for the sale of such Vehicle to a third party for the Vehicle Purchase Price with respect to such Vehicle, in which event such Lessee or such other designated Person shall, until not later than the date thirty (30) days prior to the expiration of the such Maximum Term for any Program Vehicle leased under this Annex ATerm, to require that the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction site, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price (as reduced by the amount of compensation to be paid to any such other designated Person) equal to or greater than the Net Book Termination Value thereof, in which event the . If a sale of such Program Vehicle is arranged by such Lessee shall, or such other designated Person prior to such date thirty (30) days prior to the expiration of such Maximum Term, then (i) such Lessee or such other designated Person shall deliver such Vehicle to the purchaser thereof, (ii) such Lessee or such other designated Person shall cause to be delivered to the Lessor the funds paid for such Vehicle by the purchaser and (iii) the Administrator shall request the Trustee to cause its Manufacturer Lien to be removed from the Certificate of Title for such Vehicle. If such Lessee or the such other designated auction site or Person is unable to arrange for the a sale of such Program Vehicle prior to a third party for a price greater than the Net Book Value such date thirty (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Program Vehicle is arranged by a Lessee 30) days prior to the expiration of such Maximum Term, then such Lessee or such other designated Person shall cease attempting to arrange for such a sale and such Lessee shall return such Vehicle, if a Manufacturer Event of Default has not occurred, to the applicable Manufacturer as herein provided. (b) With respect to Non-Program Vehicles leased hereunder and subject to the exercise of each Lessee's rights under Section 2.5, each Lessee shall use commercially reasonable efforts to arrange for the sale of each Non-Program Vehicle leased by such Lessee to a third party for the Vehicle Purchase Price with respect to such Vehicle on or prior to the applicable Vehicle Operating Lease Expiration Date. Each Lessee may return a NonProgram Vehicle subject to a Manufacturer Program to the applicable Manufacturer under such Manufacturer Program provided that (i) the Repurchase Price of such Vehicle, together with any Special Default Payments payable by such Lessee with respect to such Vehicle, is at least equal to the Termination Value with respect to such Vehicle, (ii) no Manufacturer Event of Default shall have occurred with respect to such Manufacturer and (iii) by the later of the sixtieth (60th) day after the Initial Closing Date and the date on which such Vehicle is returned to the Manufacturer, the Trustee and the Lender shall have received an assignment of the benefits of such Manufacturer Program, acknowledged in writing by such Manufacturer. Notwithstanding the disposition of a Non-Program Vehicle by such Lessee prior to the applicable Vehicle Operating Lease Expiration Date, such Lessee shall pay to the Lessor all accrued and unpaid Monthly Base Rent and any Supplemental Rent then due and payable with respect to such Non-Program Vehicle through the Payment Date with respect to the Related Month during which such disposition occurred, unless such Non-Program Vehicle is a Standard Casualty or becomes an Ineligible Vehicle, payment for which will be made in accordance with Section 6 hereof. If a sale of such Non-Program Vehicle is arranged by such Lessee pursuant to this Section 2.6(b), then (i) such Lessee shall deliver the Program Vehicle to the purchaser thereof, the Lien of the Master Collateral Agent on the Certificate of Title of such Program Vehicle shall be released, and (ii) such Lessee shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaser. If a Lessee is unable purchaser and (iii) the Administrator shall request the Trustee to arrange cause its Lien to be removed from the Certificate for a sale of the Program Vehicle prior to the expiration Title of such Maximum TermVehicle. (c) In the event any Vehicle or Vehicles leased hereunder are not purchased by the Lessee of such Vehicle pursuant to Section 2.5, then sold to a third party pursuant to Section 2.6(a) or sold to a third party or returned to a Manufacturer pursuant to Section 2.6(b), then, in the case of a Non-Program Vehicle, such Lessee shall cease attempting to arrange for such a sale and shall return such Program Vehicle to the applicable Manufacturer or tender Lessor or, in the case of a Program Vehicle, such Program Lessee shall dispose of such Vehicle in accordance with applicable Auction Procedures or purchase such Vehicle as herein provided. In no event may any Program Vehicle be sold pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition Program) unless the funds to be paid procedures set forth in Section 13.2(a), in each case, on the Payment Date with respect to the Lessor arising out of Related Month in which the applicable Vehicle Operating Lease Expiration Date falls, and such sale exceed the Net Book Value of Lessee shall pay an amount equal to all accrued but unpaid Monthly Base Rent and all Supplemental Rent payable with respect to such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the ManufacturerVehicles through such Payment Date.

Lessor's Right to Cause Vehicles to be Sold. Notwithstanding anything If the Lessee does not elect to the contrary contained in the Leasepurchase any Vehicle pursuant to Section 2.5 hereof, then: (a) with respect to Program Vehicles leased hereunder, and subject to Sections 13.2 and 2.5 hereof, the Lessor shall have the right, at any time after following the date ninety (90) days prior to the expiration of the Maximum Term for such Program Vehicle, to require that the Lessee or another Person designated by the Lessor, which Person's compensation will be payable solely from the proceeds from the sale of such Vehicle, exercise commercially reasonable efforts to arrange for the sale of such Vehicle to a third party for the Vehicle Purchase Price with respect to such Vehicle, in which event the Lessee or such other designated Person shall, until not later than the date thirty (30) days prior to the expiration of the such Maximum Term for any Program Vehicle leased under this Annex ATerm, to require that the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction site, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price (as reduced by the amount of compensation to be paid to any such other designated Person) equal to or greater than the Net Book Termination Value thereof, in which event the Lessee shall, prior to the expiration of such Maximum Term, deliver such Vehicle to its Manufacturer or the designated auction site or arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Program Vehicle is arranged by a the Lessee or such other designated Person prior to such date thirty (30) days prior to the expiration of such Maximum Term, then (i) the Lessee or such Lessee other designated Person shall deliver the Program such Vehicle to the purchaser thereof, (ii) the Lessee or such other designated Person shall cause to be delivered to the Lessor the funds paid for such Vehicle by the purchaser and (iii) the Administrator shall request the Trustee to cause its Lien of the Master Collateral Agent on to be removed from the Certificate of Title for such Vehicle. If the Lessee or such other designated Person is unable to arrange for a sale of such Vehicle prior to such date thirty (30) days prior to the expiration of such Maximum Term, then the Lessee or such other designated Person shall cease attempting to arrange for such a sale and the Lessee shall return such Vehicle in the manner provided in Section 13.2(a)(y). If the Lessee shall fail to satisfy any provision of Section 13.2(a)(y) or 13.2(b), then the Lessee shall pay within 5 days after the Vehicle Finance Lease Expiration Date the amount of the Termination Value of such Vehicle immediately prior to such Vehicle Finance Lease Expiration Date (rather than the Residual Value Payment required by Section 2.6(c)); or (b) with respect to Non-Program Vehicles leased hereunder and subject to the exercise of Lessee's rights under Section 2.5, the Lessee shall use commercially reasonable efforts to arrange for the sale of each Non-Program Vehicle to a third party for the Vehicle Purchase Price with respect to such Vehicle on or prior to the applicable Vehicle Finance Lease Expiration Date. In no event may any Vehicle be sold pursuant to this Section 2.6(b) unless the funds to be paid to the Lessor with respect to such Vehicle (net of any disposition expenses but including any Non-Program Vehicle Special Default Payments) equal or exceed the Termination Value of such Vehicle. The Lessee may return a Non-Program Vehicle subject to a Manufacturer Program to the applicable Manufacturer under such Manufacturer Program provided that (i) the Repurchase Price of such Vehicle, together with any Special Default Payments payable by the Lessee with respect to such Vehicle, is at least equal to the Termination Value with respect to such Vehicle, (ii) no Manufacturer Event of Default shall have occurred with respect to such Manufacturer and (iii) by the later of the sixtieth (60th) day after the Initial Closing Date and the date on which such Vehicle is returned to the Manufacturer, the Trustee and the Lender shall have received an assignment of the benefits of such Manufacturer Program, acknowledged in writing by such Manufacturer, in form and substance satisfactory to each Enhancement Provider. Notwithstanding the disposition of a Non-Program Vehicle by the Lessee prior to the applicable Vehicle Finance Lease Expiration Date, the Lessee shall pay to the Lessor all accrued and unpaid Monthly Base Rent and any Supplemental Rent then due and payable with respect to such Non-Program Vehicle through the Payment Date with respect to the Related Month during which such disposition occurred, unless such Non-Program Vehicle is a Standard Casualty or becomes an Ineligible Vehicle, payment for which will be releasedmade in accordance with Section 6 hereof. If a sale of such NonProgram Vehicle is arranged by the Lessee pursuant to this Section 2.6(b), and such then (i) the Lessee shall deliver the Vehicle to the purchaser thereof, (ii) the Lessee shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaser. If a Lessee is unable purchaser and (iii) the Administrator shall request the Trustee to arrange for a sale cause its Lien to be removed from the Certificate of the Program Vehicle prior to the expiration of such Maximum Term, then such Lessee shall cease attempting to arrange Title for such Vehicle. (c) In the event any Vehicle or Vehicles leased hereunder are not purchased by the Lessee pursuant to Section 2.5 hereof, sold to a sale and third party pursuant to Section 2.6(a) or sold to a third party or returned to a Manufacturer pursuant to Section 2.6(b), then, in the case of a Non-Program Vehicle, the Lessee shall return such Program Vehicle to the applicable Manufacturer or tender Lessor in accordance with the procedures set forth in Section 13.2(a) or, in the case of a Program Vehicle, the Lessee shall dispose of such Program Vehicle in accordance with applicable Auction Procedures the procedures set forth in Section 13.2(b) or purchase return such Vehicle as herein providedto the Lessor in accordance with the procedures set forth in Section 13.2(a), in each case, on the Payment Date with respect to the Related Month in which the applicable Vehicle Finance Lease Expiration Date falls, and the Lessee shall pay an amount equal to the Residual Value Payment plus all accrued but unpaid Monthly Base Rent and all Supplemental Rent payable with respect to such Vehicles through such Payment Date. In no event may any Program Vehicle be sold pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition Program) Section 2.6 unless the funds to be paid to the Lessor arising out with respect to such Vehicle (as reduced by the amount of compensation to be paid to any such sale other designated Person) equal or exceed the Net Book Termination Value of such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the ManufacturerVehicle.

Lessor's Right to Cause Vehicles to be Sold. If a Lessee does not elect to purchase any Vehicle leased by such Lessee hereunder pursuant to Section 2.5 hereof: (a) Notwithstanding anything to the contrary contained in the Leaseherein, the Lessor shall have the right, at any time after following the date ninety (90) days prior to the expiration of the Maximum Term, to require that the Lessee leasing such Vehicle from the Lessor hereunder or another Person designated by the Lessor, which Person's compensation will be payable solely from the proceeds from the sale of such Vehicle, exercise commercially reasonable efforts to arrange for the sale of such Vehicle to a third party for the Vehicle Purchase Price with respect to such Vehicle, in which event such Lessee or such other designated Person shall, until not later than the date thirty (30) days prior to the expiration of the such Maximum Term for any Program Vehicle leased under this Annex ATerm, to require that the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction site, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price (as reduced by the amount of compensation to be paid to any such other designated Person) equal to or greater than the Net Book Termination Value thereof, in which event the . If a sale of such Vehicle is arranged by such Lessee shall, or such other designated Person prior to such date thirty (30) days prior to the expiration of such Maximum Term, then (i) such Lessee or such other designated Person shall deliver such Vehicle to the purchaser thereof, (ii) such Lessee or such other designated Person shall cause to be delivered to the Lessor the funds paid for such Vehicle by the purchaser and (iii) the Administrator shall request the Trustee to cause its Manufacturer Lien to be removed from the Certificate of Title for such Vehicle. If such Lessee or the such other designated auction site or Person is unable to arrange for the a sale of such Program Vehicle prior to a third party for a price greater than the Net Book Value such date thirty (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Program Vehicle is arranged by a Lessee 30) days prior to the expiration of such Maximum Term, then such Lessee or such other designated Person shall cease attempting to arrange for such a sale and such Lessee shall return such Vehicle, if a Manufacturer Event of Default has not occurred, to the applicable Manufacturer as herein provided. (b) The Lessor shall have the right at any time to request any Lessee to permit a Vehicle being leased to such Lessee hereunder to be sold to a third party and, if such Lessee is willing in its sole discretion to forego further use of such Vehicle, such Lessee shall exercise commercially reasonable efforts to arrange for the sale of such Vehicle to a third party for a price equal to or greater than the Termination Value thereof. If a sale of a Vehicle leased by a Lessee hereunder is arranged by such Lessee pursuant to this Section 2.6(b), then (i) such Lessee shall deliver the Program such Vehicle to the purchaser thereof, the Lien of the Master Collateral Agent on the Certificate of Title of such Program Vehicle shall be released, and (ii) such Lessee shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaser. If a Lessee is unable purchaser and (iii) the Administrator shall request the Trustee to arrange for a sale cause its Lien to be removed from the Certificate of the Program Vehicle prior to the expiration of such Maximum Term, then such Lessee shall cease attempting to arrange Title for such a sale and shall return such Program Vehicle to the applicable Manufacturer or tender such Program Vehicle in accordance with applicable Auction Procedures or purchase such Vehicle as herein provided. Vehicle. (c) In no event may any Program Vehicle be sold pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition Program) Section 2.6 unless the funds to be paid to the Lessor arising out of such sale (as reduced by the amount of compensation to be paid to any such other designated Person) equal or exceed the Net Book Termination Value of such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the ManufacturerVehicle.

Lessor's Right to Cause Vehicles to be Sold. Notwithstanding anything to the contrary contained in the LeaseAgreement, the Lessor shall have the right, at any time after the date thirty (30) days prior to the expiration of the Maximum Term for any Program Vehicle leased under this Annex A, to require that the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction siteAuction for sale, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value thereof, in which event the Lessee shall, prior to the expiration of such Maximum Term, deliver such Vehicle to its Manufacturer or the designated auction site Auction or arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Program Vehicle is arranged by a the Lessee prior to the expiration of such Maximum Term, then such the Lessee shall deliver the Program Vehicle to the purchaser thereof, the Lien of the Master Collateral Agent on the Certificate of Title of such Program Vehicle shall be released, and such the Lessee shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaser. If a the Lessee is unable to arrange for a sale of the Program Vehicle prior to the expiration of such Maximum Term, then such the Lessee shall cease attempting to arrange for such a sale and shall return such Program Vehicle to the applicable Manufacturer or tender such Program Vehicle in accordance with applicable for Auction Procedures or purchase such Vehicle as herein provided. In no event may any Program Vehicle be sold pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition Program) unless the funds to be paid to the Lessor arising out of such sale exceed the Net Book Value of such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the Manufacturer.

Lessor's Right to Cause Vehicles to be Sold. Notwithstanding anything to the contrary contained in this Operating Lease (subject to the Servicer's (and the applicable Sub-Servicer's) right to redesignate Program Vehicles as Non-Program Vehicles under Section 14 of the Base Lease), the Lessor shall have the right, at any time after the date thirty fourteen (3014) days prior to the expiration of the Maximum Term Repurchase Period for any Program Vehicle leased under this Annex AOperating Lease, to require that the Lessee in respect of such Program Vehicle thereof deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction sitefor sale, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value thereof, in which event the such Lessee shall, prior to the expiration of such Maximum TermRepurchase Period, deliver such Vehicle to its Manufacturer or the designated auction site or arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the such Program Vehicle to a third party is arranged by a such Lessee prior to the expiration of such Maximum TermRepurchase Period, then such the Lessee shall deliver the such Program Vehicle to the purchaser thereof, the Lien of the Master Collateral Agent on in such Program Vehicle will automatically be released upon the receipt of the purchase price by the Lessor or the Trustee and the Servicer (or the Sub-Servicer thereof) shall cause the Master Collateral Agent to cause the notation of its lien to be removed from the Certificate of Title of for such Program Vehicle shall be releasedVehicle, and such Lessee shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaser. If a the Lessor shall have directed such Lessee, and such Lessee is unable shall be unable, to arrange for a sale of the such Program Vehicle at such a price prior to the expiration of such Maximum Termits Repurchase Period, then such Lessee shall shall, if a Manufacturer Event of Default has not occurred with respect to the applicable Manufacturer, cease attempting to arrange for such a sale and shall return such Program Vehicle to the applicable Manufacturer or tender such Program Vehicle in accordance with applicable Auction Procedures or purchase such Vehicle as herein provided. In no event may any Program Vehicle be sold pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition Program) unless the funds to be paid to the Lessor arising out of such sale exceed the Net Book Value of such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the Manufacturer.such

Lessor's Right to Cause Vehicles to be Sold. Notwithstanding anything to the contrary contained in the LeaseAgreement, the Lessor shall have the right, at any time after the date thirty fourteen (3014) days prior to the expiration of the Maximum Term Repurchase Period for any Program Vehicle leased under this Annex A, to require that the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction siteAuction for sale, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value thereof, in which event the Lessee shall, prior to the expiration of such Maximum TermRepurchase Period, deliver such Vehicle to its Manufacturer or the designated auction site Auction or arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Program Vehicle is arranged by a the Lessee prior to the expiration of such Maximum TermRepurchase Period, then such the Lessee shall deliver the Program Vehicle to the purchaser thereof, the Lien of the Master Collateral Agent on the Certificate of Title of such Program Vehicle shall be released, and such the Lessee shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaser. If a the Lessee is unable to arrange for a sale of the Program Vehicle prior to the expiration of such Maximum TermRepurchase Period, then such the Lessee shall cease attempting to arrange for such a sale and shall return such Program Vehicle to the applicable Manufacturer or tender such Program Vehicle in accordance with applicable for Auction Procedures or purchase such Vehicle as herein provided. In no event may any Program Vehicle be sold pursuant to this paragraph Paragraph 8 (other than pursuant to a Vehicle Disposition Manufacturer Program) unless the funds to be paid to the Lessor arising out of such sale (including any amounts paid by the Manufacturer as an incentive for selling such Program Vehicle outside of the related Manufacturer Program) exceed the Net Book Value of such Vehicle less reasonably predictable Excess Mileage chargesCharges, Excess Damage Charges, Missing Equipment Charges and other similar charges imposed by the Manufacturer.

Lessor's Right to Cause Vehicles to be Sold. Notwithstanding anything If the Lessee does not elect to the contrary contained in the Leasepurchase any Vehicle pursuant to Section 2.4, the then: (a) The Lessor shall have the right, at any time after with the date thirty consent of the Lessee or during the ninety (3090) days prior to the expiration of the Maximum Term for any an Eligible Program Vehicle leased under this Annex AVehicle, to require that direct the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction site, or exercise commercially reasonable efforts Servicer to arrange for the sale of such Eligible Program Vehicle to a third party, if permitted under the related Manufacturer Program, for a price greater than or equal to the Termination Value of such Eligible Program Vehicle, reduced by the amount of any non-return incentive received by the Lessor or payable to the Lessor from the Manufacturer in respect of such Eligible Program Vehicle pursuant to such Manufacturer Program if such Manufacturer is an Eligible Program Manufacturer, on or prior to the Maximum Lease Termination Date with respect to such Eligible Program Vehicle. Notwithstanding the disposition of an Eligible Program Vehicle pursuant to this Section 2.5(a) prior to the end of a calendar month, the Lessee shall pay to the Lessor all accrued and unpaid Monthly Base Rent and any Monthly Variable Rent then due and payable with respect to such Eligible Program Vehicle through the Payment Date with respect to the Related Month during which the Repurchase Price of such Eligible Program Vehicle is deposited into the Collection Account, unless such Eligible Program Vehicle is a Casualty or becomes an Ineligible Vehicle, payment for which will be made in accordance with Section 6. When a sale of such Eligible Program Vehicle is arranged by the Servicer pursuant to this Section 2.5(a), (i) the Servicer shall deliver the Eligible Program Vehicle to the purchaser thereof and (ii) the Servicer shall cause to be deposited into the Collateral Account the funds paid for such Eligible Program Vehicle by the purchaser. (b) The Servicer shall use commercially reasonable efforts, at its own expense, to arrange for the sale of each Non-Program Vehicle to a third party for a price greater than the Net Book Value thereof, in which event the Lessee shall, Vehicle Purchase Price with respect to such Vehicle on or prior to the expiration Maximum Lease Termination Date with respect to such Non-Program Vehicle. Notwithstanding the disposition of a Non-Program Vehicle by the Servicer prior to the end of a calendar month, the Lessee shall pay to the Lessor all accrued and unpaid Monthly Base Rent and any Monthly Variable Rent due and payable with respect to such Non-Program Vehicle through the Payment Date with respect to the Related Month during which the Disposition Proceeds of such Maximum TermNon-Program Vehicle are deposited into the Collection Account, deliver unless such Non-Program Vehicle to its Manufacturer is a Casualty or the designated auction site or arrange becomes an Ineligible Vehicle, payment for the which will be made in accordance with Section 6. When a sale of such Program Vehicle to a third party for a price greater than the Net Book Value (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Non-Program Vehicle is arranged by a Lessee prior the Servicer pursuant to this Section 2.5(b), (i) the expiration of such Maximum Term, then such Lessee Servicer shall deliver the Non-Program Vehicle to the purchaser thereof, thereof and (ii) the Lien of the Master Collateral Agent on the Certificate of Title of such Program Vehicle shall be released, and such Lessee Servicer shall cause to be delivered to deposited into the Lessor Collateral Account the funds paid for such Non-Program Vehicle by the purchaser. If a Notwithstanding anything in this Section 2.5(b) to the contrary, the Lessee is unable may deliver to arrange for a sale of the Servicer any Non-Program Vehicle prior that remains eligible under, and subject to, a Manufacturer Program for return to the expiration of related Manufacturer in accordance with Section 3.1(b) hereof as if such Maximum TermNon-Program Vehicle were an Eligible Program Vehicle if (x) the Servicer reasonably believes that such Manufacturer will honor its obligations under such Manufacturer Program with respect to such Vehicle and (y) the Repurchase Price (less any Excess Mileage Charges and any Excess Damage Charges) with respect to such Non-Program Vehicle under the related Manufacturer Program is equal to or greater than its Vehicle Purchase Price. (c) In the event any ZVF Vehicle is not purchased by the Lessee pursuant to Section 2.4 or sold to a third party pursuant to Section 2.5(a) or (b) or returned to a Manufacturer pursuant to Section 3.1(b), then such Lessee shall cease attempting to arrange for such a sale and the Servicer shall return such Program ZVF Vehicle to the applicable Manufacturer or tender such Program Vehicle in accordance Lessor on the Payment Date with applicable Auction Procedures or purchase such Vehicle as herein provided. In no event may any Program Vehicle be sold pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition Program) unless the funds to be paid respect to the Lessor arising out of Related Month in which the applicable Maximum Lease Termination Date falls, and the Lessee shall pay an amount equal to all accrued but unpaid Monthly Base Rent and all Monthly Variable Rent payable with respect to such sale exceed the Net Book Value of ZVF Vehicle through such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the ManufacturerPayment Date.

Lessor's Right to Cause Vehicles to be Sold. If a Lessee does not elect to purchase any Vehicle leased by such Lessee hereunder pursuant to Section 2.5 hereof (or, pursuant to the last sentence of such Section 2.5, is not permitted to purchase a particular Vehicle, then: (a) Notwithstanding anything to the contrary contained in the Leaseherein, with respect to Program Vehicles leased hereunder, and subject to Sections 13.2 and 2.5 hereof, the Lessor shall have the right, at any time after following the date ninety (90) days prior to the expiration of the Maximum Term for such Program Vehicle, to require that the Lessee leasing such Program Vehicle from the Lessor hereunder or another Person designated by the Lessor, which Person's compensation will be payable solely from the proceeds from the sale of such Vehicle, exercise commercially reasonable efforts to arrange for the sale of such Vehicle to a third party for the Vehicle Purchase Price with respect to such Vehicle, in which event such Lessee or such other designated Person shall, until not later than the date thirty (30) days prior to the expiration of the such Maximum Term for any Program Vehicle leased under this Annex ATerm, to require that the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction site, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price (as reduced by the amount of compensation to be paid to any such other designated Person) equal to or greater than the Net Book Termination Value thereof, in which event the . If a sale of such Program Vehicle is arranged by such Lessee shall, or such other designated Person prior to such date thirty (30) days prior to the expiration of such Maximum Term, then (i) such Lessee or such other designated Person shall deliver such Vehicle to the purchaser thereof, (ii) such Lessee or such other designated Person shall cause to be delivered to the Lessor the funds paid for such Vehicle by the purchaser and (iii) the Administrator shall request the Trustee to cause its Manufacturer Lien to be removed from the Certificate of Title for such Vehicle. If such Lessee or the such other designated auction site or Person is unable to arrange for the a sale of such Program Vehicle prior to a third party for a price greater than the Net Book Value such date thirty (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Program Vehicle is arranged by a Lessee 30) days prior to the expiration of such Maximum Term, then such Lessee or such other designated Person shall cease attempting to arrange for such a sale and such Lessee shall return such Vehicle, if a Manufacturer Event of Default has not occurred, to the applicable Manufacturer as herein provided (and, if so requested by the Lessor, shall cooperate with the Lessor to effect any such return in accordance with the provisions of the Master Exchange Agreement). (b) With respect to Non-Program Vehicles leased hereunder and subject to the exercise of each Lessee's rights under Section 2.5, each Lessee shall use commercially reasonable efforts to arrange for the sale of each Non-Program Vehicle leased by such Lessee to a third party for the Vehicle Purchase Price with respect to such Vehicle on or prior to the applicable Vehicle Operating Lease Expiration Date. Each Lessee may return a Non-Program Vehicle subject to a Manufacturer Program to the applicable Manufacturer under such Manufacturer Program provided that (i) the Repurchase Price of such Vehicle, together with any Special Default Payments payable by such Lessee with respect to such Vehicle, is at least equal to the Termination Value with respect to such Vehicle, (ii) no Manufacturer Event of Default shall have occurred with respect to such Manufacturer and (iii) by the later of the sixtieth (60th) day after the Initial Closing Date and the date on which such Vehicle is returned to the Manufacturer, the Trustee and the Lender shall have received an assignment of the benefits of such Manufacturer Program, acknowledged in writing by such Manufacturer. Notwithstanding the disposition of a Non-Program Vehicle by such Lessee prior to the applicable Vehicle Operating Lease Expiration Date, such Lessee shall pay to the Lessor all accrued and unpaid Monthly Base Rent and any Supplemental Rent then due and payable with respect to such Non-Program Vehicle through the Payment Date with respect to the Related Month during which such disposition occurred, unless such Non-Program Vehicle is a Standard Casualty or becomes an Ineligible Vehicle, payment for which will be made in accordance with Section 6 hereof. If a sale of such Non-Program Vehicle is arranged by such Lessee pursuant to this Section 2.6(b), then (i) such Lessee shall deliver the Program Vehicle to the purchaser thereof, the Lien of the Master Collateral Agent on the Certificate of Title of such Program Vehicle shall be released, and (ii) such Lessee shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaser. If a Lessee is unable to arrange for a sale of the Program Vehicle prior to the expiration of such Maximum Term, then such Lessee shall cease attempting to arrange for such a sale and shall return such Program Vehicle to the applicable Manufacturer or tender such Program Vehicle in accordance with applicable Auction Procedures or purchase such Vehicle as herein provided. In no event may any Program Vehicle be sold pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition Program) unless the funds to be paid to the Lessor arising out of such sale exceed the Net Book Value of such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the Manufacturer.purchaser and

Lessor's Right to Cause Vehicles to be Sold. Notwithstanding (a) If the Lessee does not elect to purchase any Vehicle leased hereunder pursuant to Section 2.5 (or, pursuant to the last sentence of such Section 2.5, is not permitted to purchase a particular Vehicle), then: (i) notwithstanding anything to the contrary contained in the Leaseherein, with respect to Program Vehicles leased hereunder, and subject to Sections 2.5 and 13.2, the Lessor shall have the right, at any time after following the date ninety (90) days prior to the expiration of the Maximum Term for such Program Vehicle, to require that the Lessee or another Person designated by the Lessor, which Person’s compensation will be payable solely from the proceeds from the sale of such Vehicle, exercise commercially reasonable efforts to arrange for the sale of such Vehicle to a third party for the Vehicle Purchase Price with respect to such Vehicle, in which event the Lessee or such other designated Person shall, until not later than the date thirty (30) days prior to the expiration of the such Maximum Term for any Program Vehicle leased under this Annex ATerm, to require that the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction site, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price (as reduced by the amount of compensation to be paid to any such other designated Person) equal to or greater than the Net Book Termination Value thereof, in which event the Lessee shall, prior to the expiration of such Maximum Term, deliver such Vehicle to its Manufacturer or the designated auction site or arrange for the . If a sale of such Program Vehicle to a third party for a price greater than the Net Book Value (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Program Vehicle is arranged by a the Lessee or such other designated Person prior to such date thirty (30) days prior to the expiration of such Maximum Term, then (i) the Lessee or such Lessee other designated Person shall deliver the Program such Vehicle to the purchaser thereof, (ii) the Lessee or such other designated Person shall cause to be delivered to the Lessor the funds paid for such Vehicle by the purchaser and (iii) the Administrator shall request the Trustee to cause its Lien of the Master Collateral Agent on to be removed from the Certificate of Title for such Vehicle. If the Lessee or such other designated Person is unable to arrange for a sale of such Vehicle prior to such date thirty (30) days prior to the expiration of such Maximum Term, then the Lessee or such other designated Person shall cease attempting to arrange for such a sale and the Lessee shall return or cause to be returned such Vehicle, if a Manufacturer Event of Default has not occurred, to the applicable Manufacturer as provided in Section 13.2(a) (and, if so requested by the Lessor, shall cooperate with the Lessor to effect any such return in accordance with the provisions of the Master Exchange Agreement); and (ii) with respect to Non-Program Vehicles leased hereunder and subject to the exercise of the Lessee’s rights under Section 2.5, the Lessee shall use commercially reasonable efforts to arrange for the sale of each Non-Program Vehicle leased hereunder to a third party for the Vehicle Purchase Price with respect to such Vehicle on or prior to the date that is the last Business Day of the month that is eighteen (18) months after the month in which the Vehicle Operating Lease Commencement Date occurs with respect to such Vehicle. The Lessee may return or cause to be returned a Non-Program Vehicle subject to a Manufacturer Program to the applicable Manufacturer under such Manufacturer Program; provided that (i) the Repurchase Price of such Vehicle, together with any Special Default Payments payable by the Lessee with respect to such Vehicle, is at least equal to the Termination Value with respect to such Vehicle, (ii) no Manufacturer Event of Default shall have occurred with respect to such Manufacturer and (iii) by the date on which such Vehicle is returned to the Manufacturer, the Trustee and the Lender shall have received a copy of an Assignment Agreement with respect to such Manufacturer Program. Notwithstanding the disposition of a Non-Program Vehicle by the Lessee prior to the applicable Vehicle Operating Lease Expiration Date, the Lessee shall pay to the Lessor all accrued and unpaid Monthly Base Rent and any Supplemental Rent then due and payable with respect to such Non-Program Vehicle through the Payment Date with respect to the Related Month during which such disposition occurred, unless such Non-Program Vehicle is a Standard Casualty or becomes an Ineligible Vehicle, payment for which will be releasedmade in accordance with Section 6 hereof. If a sale of such Non-Program Vehicle is arranged by the Lessee pursuant to this Section 2.6(a)(ii), and such then (x) the Lessee shall deliver the Vehicle to the purchaser thereof, (y) the Lessee shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaser. If purchaser and (z) the Administrator shall request the Trustee to cause its Lien to be removed from the Certificate of Title for such Vehicle. (b) In the event any Vehicle or Vehicles leased hereunder are not purchased by the Lessee pursuant to Section 2.5 hereof or sold to a Lessee is unable third party or returned to arrange for a sale Manufacturer pursuant to Section 2.6(a), then, in the case of a Non-Program Vehicle, the Program Vehicle prior to the expiration of such Maximum Term, then such Lessee shall cease attempting return or cause to arrange for be returned such a sale and shall return such Program Vehicle to the Lessor on the Payment Date with respect to the Related Month in which the applicable Manufacturer or tender Vehicle Operating Lease Expiration Date falls, or, in the case of a Program Vehicle, the Lessee shall dispose of such Program Vehicle in accordance with applicable Auction Procedures or purchase the procedures set forth in Section 13.2(a), and, in each case, the Lessee shall pay an amount equal to all accrued but unpaid Monthly Base Rent and all Supplemental Rent payable with respect to such Vehicle as herein provided. In no event may any Vehicles through the Payment Date on which such Non-Program Vehicle be sold was returned or with respect to the Related Month during which such Program Vehicle was returned to its Manufacturer pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition Program) unless the funds to be paid to the Lessor arising out of such sale exceed the Net Book Value of such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the ManufacturerSection 13.2(a).

Lessor's Right to Cause Vehicles to be Sold. Notwithstanding anything to the contrary contained in the LeaseAgreement, the Lessor shall have the right, at any time after the date thirty (30) days prior to the expiration of the Maximum Term for any Program Vehicle leased under this Annex A, to require that the Lessee in respect of such Program Vehicle deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction site, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value thereof, in which event the Lessee shall, prior to the expiration of such Maximum Term, deliver such Vehicle to its Manufacturer or the designated auction site or arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Program Vehicle is arranged by a Lessee prior to the expiration of such Maximum Term, then such Lessee shall deliver the Program Vehicle to the purchaser thereof, the Lien of the Master Collateral Agent on the Certificate of Title of such Program Vehicle shall be released, and such Lessee shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaser. If a Lessee is unable to arrange for a sale of the Program Vehicle prior to the expiration of such Maximum Term, then such Lessee shall cease attempting to arrange for such a sale and shall return such Program Vehicle to the applicable Manufacturer or tender such Program Vehicle in accordance with applicable Auction Procedures or purchase such Vehicle as herein provided. In no event may any Program Vehicle be sold pursuant to this paragraph 8 (other than pursuant to a Vehicle Disposition Program) unless the funds to be paid to the Lessor arising out of such sale exceed the Net Book Value of such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the Manufacturer.

Lessor's Right to Cause Vehicles to be Sold. Notwithstanding anything to the contrary contained in this Lease (subject to the applicable Servicer's right to redesignate Program Vehicles as Non-Program Vehicles under Section 14 of the Base Lease), the Lessor shall have the right, at any time after the date thirty fourteen (3014) days prior to the expiration of the Maximum Term Repurchase Period for any Program Vehicle leased under this Annex AOperating Lease, to require that the Lessee in respect of such Program Vehicle thereof deliver such Program Vehicle to the Manufacturer for repurchase or, as applicable, to the designated auction sitefor sale, or exercise commercially reasonable efforts to arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value thereof, in which event the Lessee shall, prior to the expiration of such Maximum TermRepurchase Period, deliver such Vehicle to its Manufacturer or the designated auction site or arrange for the sale of such Program Vehicle to a third party for a price greater than the Net Book Value (or purchase the Program Vehicle itself from the Lessor for the Vehicle Purchase Price). If a sale of the Program Vehicle is arranged by a the Lessee prior to the expiration of such Maximum TermRepurchase Period, then such the Lessee shall deliver the Program Vehicle to the purchaser thereof, the Lien of the Master Collateral Agent on the Certificate of Title of such Program Vehicle shall be released, and such the Lessee shall cause to be delivered to the Lessor the funds paid for such Program Vehicle by the purchaser. If a the Lessee is unable to arrange for a sale of the Program Vehicle prior to the expiration of such Maximum TermRepurchase Period, then such the Lessee shall cease attempting to arrange for such a sale and shall return such Program Vehicle to the applicable Manufacturer or tender such Program Vehicle in accordance with applicable Auction Procedures for auction or purchase such Vehicle as herein provided. In no event may any Program Vehicle be sold pursuant to this paragraph Section 8 (other than pursuant to a Vehicle Disposition Manufacturer Program) unless the funds to be paid to the Lessor arising out of such sale exceed complies with Section 12.2 of the Net Book Value of such Vehicle less reasonably predictable Excess Mileage charges, Excess Damage Charges and other similar charges imposed by the ManufacturerBase Lease.