Common use of Return, Repossession and Sale of Closed-End Vehicles Clause in Contracts

Return, Repossession and Sale of Closed-End Vehicles. (a) The Closed-End Servicer shall use its commercially reasonable efforts (consistent with the customary and usual procedures of institutions that service closed-end automobile and light duty truck leases and, to the extent more exacting, the procedures used by the Closed-End Servicer in respect of any such leases serviced by it for its own account or the accounts of its Affiliates) to repossess or otherwise take possession of the Closed-End Vehicle related to any Closed-End Lease that the Closed-End Servicer shall have determined to be in default or a Closed-End Lease as to which a Prepayment has been made in connection with an early termination of such Closed-End Lease but as to which the related Closed-End Vehicle has not been purchased by the Closed-End Obligor or a Dealer. (b) With respect to each Closed-End Vehicle that is returned to, or repossessed by, the Closed-End Servicer or its agent or bailee (whether as a result of early termination, default or the return of such Closed-End Vehicle by the Closed-End Obligor on or around the Maturity Date), the Closed-End Servicer shall, in accordance with the standards set forth in the immediately preceding paragraph: (i) follow such practices and procedures as it shall deem necessary or advisable in its servicing of closed-end automobile and light duty truck leases, which may include reasonable efforts to realize upon any recourse to Dealers, consigning a Closed-End Vehicle to a motor dealer for resale or selling a Closed-End Vehicle at public or private sale; and (ii) sell or otherwise dispose of each Closed-End Vehicle that is so returned or repossessed (including a Closed-End Lease that has become part of the Returned Lease Vehicle Inventory), in accordance with the related Closed-End Lease, and, if the Closed-End Lease is in default, shall commence and prosecute any Proceedings in respect of such Closed-End Lease (and the related Closed-End Vehicle) in its own name or, if the Closed-End Servicer deems it necessary, in the name of the Titling Trust. (c) The obligations of the Closed-End Servicer under this Section 7.1 are subject to the provision that, in the event of damage to a Closed-End Vehicle from a cause for which the Closed-End Obligor under the related Closed-End Lease was not required to obtain casualty insurance or maintain such insurance in full force and effect, the Closed-End Servicer shall not be required to expend its own funds in repairing such Closed-End Vehicle unless it shall reasonably determine that such restoration will increase Liquidation Proceeds (net of Liquidation Expenses) of the related Closed-End Lease by at least an equivalent amount. The Closed-End Servicer shall only expend funds in connection with the repossession and/or sale of any Closed-End Vehicle to the extent that it reasonably determines that Liquidation Expenses will not exceed the anticipated Liquidation Proceeds. The Closed-End Servicer shall be responsible for all other costs and expenses incurred by it in connection with any action taken in respect of a Closed-End Lease or the related Closed-End Vehicle; provided, however, that, it shall be entitled to reimbursement of such costs and expenses to the extent they constitute Liquidation Expenses or expenses recoverable under an applicable insurance policy. All Liquidation Proceeds and Insurance Proceeds shall be deposited and transferred as provided in Article V. The foregoing notwithstanding, prior to transferring any such funds out of its operating account, the Closed-End Servicer shall first deduct therefrom any unreimbursed Liquidation Expenses and Insurance Expense. In connection with this Section 7.1, the Titling Trustee, on behalf of the Titling Trust, shall grant to the Closed-End Servicer a Power of Attorney in the form attached as Exhibit C with regard to the Closed-End Vehicles, and the Closed-End Servicer, as “Grantee” thereunder, with full power of substitution, shall give prompt notice to the Titling Trustee upon any such substitution.

Return, Repossession and Sale of Closed-End Vehicles. (a) The Closed-End Servicer shall use its commercially reasonable efforts (consistent with the customary and usual procedures of institutions that service closed-end automobile and light duty truck leases and, to the extent more exacting, the procedures used by the Closed-End Servicer in respect of any such leases serviced by it for its own account or the accounts of its Affiliates) to repossess or otherwise take possession of the Closed-End Vehicle related to any Closed-End Lease that the Closed-End Servicer shall have determined to be in default or a Closed-End Lease as to which a Prepayment has been made in connection with an early termination of such Closed-End Lease but as to which the related Closed-End Vehicle has not been purchased by the Closed-End Obligor or a Dealer. (b) With respect to each Closed-End Vehicle that is returned to, or repossessed by, the Closed-End Servicer or its agent or bailee (whether as a result of early termination, default or the return of such Closed-End Vehicle by the Closed-End Obligor on or around the Maturity Date), the Closed-End Servicer shall, in accordance with the standards set forth in the immediately preceding paragraph: (i) follow such practices and procedures as it shall deem necessary or advisable in its servicing of closed-end automobile and light duty truck leases, which may include reasonable efforts to realize upon any recourse to Dealers, consigning a Closed-End Vehicle to a motor dealer for resale or selling a Closed-End Vehicle at public or private sale; and (ii) sell or otherwise dispose of each Closed-End Vehicle that is so returned or repossessed (including a Closed-End Lease included in the Warehouse Facility Pool that has become part of the Returned Lease Vehicle Inventory), in accordance with the related Closed-End Lease, and, if the Closed-End Lease is in default, shall commence and prosecute any Proceedings in respect of such Closed-End Lease (and the related Closed-End Vehicle) in its own name or, if the Closed-End Servicer deems it necessary, in the name of the Titling Trust. (c) The obligations of the Closed-End Servicer under this Section 7.1 are subject to the provision that, in the event of damage to a Closed-End Vehicle from a cause for which the Closed-End Obligor under the related Closed-End Lease was not required to obtain casualty insurance or maintain such insurance in full force and effect, the Closed-End Servicer shall not be required to expend its own funds in repairing such Closed-End Vehicle unless it shall reasonably determine that such restoration will increase Liquidation Proceeds (net of Liquidation Expenses) of the related Closed-End Lease by at least an equivalent amount. The Closed-End Servicer shall only expend funds in connection with the repossession and/or sale of any Closed-End Vehicle to the extent that it reasonably determines that Liquidation Expenses will not exceed the anticipated Liquidation Proceeds. The Closed-End Servicer shall be responsible for all other costs and expenses incurred by it in connection with any action taken in respect of a Closed-End Lease or the related Closed-End Vehicle; provided, however, that, it shall be entitled to reimbursement of such costs and expenses to the extent they constitute Liquidation Expenses or expenses recoverable under an applicable insurance policy. All Liquidation Proceeds and Insurance Proceeds shall be deposited and transferred as provided in Article V. The foregoing notwithstanding, prior to transferring any such funds out of its operating account, the Closed-End Servicer shall first deduct therefrom any unreimbursed Liquidation Expenses and Insurance Expense. In connection with this Section 7.1, the Titling Trustee, on behalf of the Titling Trust, shall grant to the Closed-End Servicer a Power of Attorney in the form attached as Exhibit C with regard to the Closed-End Vehicles, and the Closed-End Servicer, as “Grantee” thereunder, with full power of substitution, shall give prompt notice to the Titling Trustee upon any such substitution.

Return, Repossession and Sale of Closed-End Vehicles. (a) The Closed-End Servicer shall use its commercially reasonable efforts (consistent with the customary and usual procedures of institutions that service closed-end automobile and light duty truck leases and, to the extent more exacting, the procedures used by the Closed-End Servicer in respect of any such leases serviced by it for its own account or the accounts of its Affiliates) to repossess or otherwise take possession of the Closed-End Vehicle related to any Closed-End Lease that the Closed-End Servicer shall have determined to be in default or a Closed-End Lease as to which a Prepayment has been made in connection with an early termination of such Closed-End Lease but as to which the related Closed-End Vehicle has not been purchased by the Closed-End Obligor or a Dealer. (b) With respect to each Closed-End Vehicle that is returned to, or repossessed by, the Closed-End Servicer or its agent or bailee (whether as a result of early termination, default or the return of such Closed-End Vehicle by the Closed-End Obligor on or around the Maturity Date), the Closed-End Servicer shall, in accordance with the standards set forth in the immediately preceding paragraph: (i) follow such practices and procedures as it shall deem necessary or advisable in its servicing of closed-end automobile and light duty truck leases, which may include reasonable efforts to realize upon any recourse to Dealers, consigning a Closed-End Vehicle to a motor dealer for resale or selling a Closed-End Vehicle at public or private sale; and (ii) sell or otherwise dispose of each Closed-End Vehicle that is so returned or repossessed (including a Closed-End Lease that has become part of the Returned Lease Vehicle Inventory), in accordance with the related Closed-End Lease, and, if the Closed-End Lease is in default, shall commence and prosecute any Proceedings in respect of such Closed-End Lease (and the related Closed-End Vehicle) in its own name or, if the Closed-End Servicer deems it necessary, in the name of the Titling Trust. (c) The obligations of the Closed-End Servicer under this Section 7.1 are subject to the provision that, in the event of damage to a Closed-End Vehicle from a cause for which the Closed-End Obligor under the related Closed-End Lease was not required to obtain casualty insurance or maintain such insurance in full force and effect, the Closed-End Servicer shall not be required to expend its own funds in repairing such Closed-End Vehicle unless it shall reasonably determine that such restoration will increase Liquidation Proceeds (net of Liquidation Expenses) of the related Closed-End Lease by at least an equivalent amount. The Closed-End Servicer shall only expend funds in connection with the repossession and/or sale of any Closed-End Vehicle to the extent that it reasonably determines that Liquidation Expenses will not exceed the anticipated Liquidation Proceeds. The Closed-End Servicer shall be responsible for all other costs and expenses incurred by it in connection with any action taken in respect of a Closed-End Lease or the related Closed-End Vehicle; provided, however, that, it shall be entitled to reimbursement of such costs and expenses to the extent they constitute Liquidation Expenses or expenses recoverable under an applicable insurance policy. All Liquidation Proceeds and Insurance Proceeds shall be deposited and transferred as provided in Article V. The foregoing notwithstanding, prior to transferring any such funds out of its operating account, the Closed-End Servicer shall first deduct therefrom any unreimbursed Liquidation Expenses and Insurance Expense. In connection with this Section 7.1, the Titling Trustee, on behalf of the Titling Trust, shall grant to the Closed-End Servicer a Power of Attorney in the form attached as Exhibit C with regard to the Closed-End Vehicles, and the Closed-End Servicer, as “"Grantee” " thereunder, with full power of substitution, shall give prompt notice to the Titling Trustee upon any such substitution.