Common use of Origination of Closed-End Leases by Dealers; Role of Closed-End Servicer Clause in Contracts

Origination of Closed-End Leases by Dealers; Role of Closed-End Servicer. The Closed-End Servicer shall continue to maintain or enter into, in the ordinary course of its business, Dealer Agreements with the Dealers in Eligible States selected by the Closed-End Servicer from time to time in its reasonable discretion. The Closed-End Servicer shall provide the Deal Agent with notice of any proposed change to any Dealer Agreement (or to the form of Dealer Agreement used generally with Dealers) that in the reasonable opinion of the Closed-End Servicer would be likely to have a material adverse effect upon the Warehouse Facility Secured Parties’ rights under the Warehouse Facilities, and will not enter into any such change without the consent of the Deal Agent, such consent not to be unreasonably withheld, conditioned or delayed, and shall deliver to each of the Titling Trust and the Deal Agent a copy of such changed Dealer Agreement (or form of Dealer Agreement). The Closed-End Servicer shall direct each of the Dealers located within an Eligible State with whom it has such a Dealer Agreement (other than those identified in writing by the Closed-End Servicer and the Initial Beneficiary to the Titling Trustee from time to time as nonparticipants in the Titling Trust allocation arrangements with respect to the Closed-End Collateral Specified Interest) to assign to the Titling Trust all approved Closed-End Leases (other than those types of leases identified in writing by the Closed-End Servicer and the Initial Beneficiary to the Titling Trustee from time to time), together with the related Certificates of Title, originated by the Dealer. Notwithstanding anything to the contrary contained herein, however, should any such Dealer fail to assign either a lease or leased vehicle to the Titling Trust, the Closed-End Servicer shall not be obligated to cause any correction thereof, but, unless and until such error is corrected, such lease and leased vehicle shall not be included as a Closed-End Asset. Other errors by a Dealer in complying with the foregoing Closed-End Servicer instructions, if immaterial, shall not affect the status of a lease or leased vehicle as a Closed-End Asset nor shall the Closed-End Servicer be obligated to correct them.

Origination of Closed-End Leases by Dealers; Role of Closed-End Servicer. The Closed-End Servicer shall continue to maintain or enter into, in the ordinary course of its business, Dealer Agreements with the Dealers in Eligible States selected by the Closed-End Servicer from time to time in its reasonable discretion. The Closed-End Servicer shall provide the Deal Agent with notice of any proposed change to any Dealer Agreement (or to the form of Dealer Agreement used generally with Dealers) that in the reasonable opinion of the Closed-End Servicer would be likely to have a material adverse effect upon the Warehouse Facility Secured Parties’ ' rights under the Warehouse Facilities, and will not enter into any such change without the consent of the Deal Agent, such consent not to be unreasonably withheld, conditioned or delayed, and shall deliver to each of the Titling Trust and the Deal Agent a copy of such changed Dealer Agreement (or form of Dealer Agreement). The Closed-End Servicer shall direct each of the Dealers located within an Eligible State with whom it has such a Dealer Agreement (other than those identified in writing by the Closed-End Servicer and the Initial Beneficiary to the Titling Trustee from time to time as nonparticipants in the Titling Trust allocation arrangements with respect to the Closed-End Collateral Specified Interest) to assign to the Titling Trust all approved Closed-End Leases (other than those types of leases identified in writing by the Closed-End Servicer and the Initial Beneficiary to the Titling Trustee from time to time), together with the related Certificates of Title, originated by the Dealer. Notwithstanding anything to the contrary contained herein, however, should any such Dealer fail to assign either a lease or leased vehicle to the Titling Trust, the Closed-End Servicer shall not be obligated to cause any correction thereof, but, unless and until such error is corrected, such lease and leased vehicle shall not be included as a Closed-End Asset. Other errors by a Dealer in complying with the foregoing Closed-End Servicer instructions, if immaterial, shall not affect the status of a lease or leased vehicle as a Closed-End Asset nor shall the Closed-End Servicer be obligated to correct them.