Common use of Rights of Lessor Upon Operating Lease Event of Default Clause in Contracts

Rights of Lessor Upon Operating Lease Event of Default. If an Operating Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default shall occur, then the Lessor at its option may: (i) in the case of an Operating Lease Event of Default, proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 17.5; or (ii) in the case of a Liquidation Event of Default, by notice in writing to the Lessee, terminate this Agreement in its entirety and/or the right of possession hereunder of the Lessee of any or all Vehicles and the Lessor may direct delivery by the Servicer of Certificates of Title for the Vehicles to or upon the direction of the Lessor, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as herein provided, provided, however, its liability will be calculated in accordance with Section 17.5); and, in the case of a Limited Liquidation Event of Default, the Lessor may, by notice in writing to the Lessee, terminate the right of possession hereunder of such number of Vehicles as will generate disposition proceeds in an amount sufficient to pay all principal of and interest on (and all other amounts due the Holders of) the Series of Notes as to which the Limited Liquidation Event of Default shall have occurred, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as provided, provided, however that its liability will be calculated in accordance with Section 17.5). Upon termination of the right of possession of the Lessee with respect to any Vehicles, the Lessor or its agents may peaceably enter upon the premises of the Lessee or other premises where such Vehicles may be located and take possession of them and thenceforth hold, possess and enjoy the same free from any right of the Lessee, or its successors or assigns, to use such Vehicles for any purpose whatsoever, and the Lessor will, nevertheless, have a right to recover from the Lessee any and all amounts which under the terms of this Section 17.3 (as limited by Section 17.5 of this Agreement) as may be then due. Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however, that the measure of damages recoverable against the Lessee will in any case be calculated in accordance with Section 17.5. All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein. Any extension of time for payment hereunder or other indulgence duly granted to the Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of the Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.

Rights of Lessor Upon Operating Lease Event of Default. 9.3.1 If an a Series 2010-3 Operating Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default shall occuroccur and be continuing, then the Lessor at its option may: (i) in the case of an Operating Lease Event of Default, may proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the any Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 17.5; or9.5. (ii) in the case of a Liquidation 9.3.2 If any Series 2010-3 Operating Lease Event of DefaultDefault set forth in Sections 9.1.1, by notice in writing to 9.1.2, 9.1.5, 9.1.6 or 9.1.8 shall occur and be continuing, then (i) the Lessee, terminate this Agreement in its entirety and/or Lessor shall have the right (a) to terminate any Lessee’s rights of possession hereunder of the Lessee of any all or all Vehicles and the Lessor may direct delivery by the Servicer of Certificates of Title for the Vehicles to or upon the direction a portion of the LessorLease Vehicles leased hereunder by such Lessee, whereupon (b) to take possession of all rights and interests or a portion of the Lease Vehicles leased by any Lessee hereunder, (c) to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as herein provided, provided, however, its liability will be calculated in accordance with Section 17.5); and, in the case of a Limited Liquidation Event of Default, the Lessor may, by notice in writing to the Lessee, terminate the right of possession hereunder of such number of Vehicles as will generate disposition proceeds in an amount sufficient to pay all principal of and interest on (and all other amounts due the Holders of) the Series of Notes as to which the Limited Liquidation Event of Default shall have occurred, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as provided, provided, however that its liability will be calculated in accordance with Section 17.5). Upon termination of the right of possession of the Lessee with respect to any Vehicles, the Lessor or its agents may peaceably enter upon the premises of the any Lessee or other premises where such Lease Vehicles may be located and take possession of them all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of the any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoeverwhatsoever and (d) to direct delivery by the Master Servicer of the Certificates of Title for all or a portion of the Lease Vehicles and (ii) the Lessees, and at the request of the Lessor willor the Trustee acting at the direction of the HVF II Group II Requisite Investors, neverthelessshall return or cause to be returned all Lease Vehicles to the Lessor or the Trustee as the case may be; provided that, have a right the Trustee’s exercise of remedies shall be subject to recover from the Lessee any and all amounts which under the terms of this Section 17.3 (as limited by Section 17.5 of this Agreement) as may be then due. 9.4(e). 9.3.3 Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however, that the measure of damages recoverable against the such Lessee will in any case be calculated in accordance with Section 17.59.5. All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein; provided that, for the avoidance of doubt, any exercise of any such right or power shall remain subject to each condition expressly specified in any Series 2010-3 Related Document with respect to such exercise. Any extension of time for payment hereunder or other indulgence duly granted to the any Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of the such Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.

Rights of Lessor Upon Operating Lease Event of Default. 9.3.1. If an Operating Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default shall occuroccur and be continuing, then the Lessor at its option may: (i) in the case of an Operating Lease Event of Default, may proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the any Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 17.5; or9.5. (ii) in the case of a Liquidation 9.3.2. If any Operating Lease Event of DefaultDefault set forth in Sections 9.1.1, by notice in writing to 9.1.2, 9.1.6, 9.1.7 or 9.1.9 shall occur and be continuing, then (i) the Lessee, terminate this Agreement in its entirety and/or Lessor shall have the right (a) to terminate any Lessee’s rights of possession hereunder of the Lessee of any all or all Vehicles and the Lessor may direct delivery by the Servicer of Certificates of Title for the Vehicles to or upon the direction a portion of the LessorLease Vehicles leased hereunder by such Lessee, whereupon (b) to take possession of all rights and interests or a portion of the Lease Vehicles leased by any Lessee hereunder, (c) to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as herein provided, provided, however, its liability will be calculated in accordance with Section 17.5); and, in the case of a Limited Liquidation Event of Default, the Lessor may, by notice in writing to the Lessee, terminate the right of possession hereunder of such number of Vehicles as will generate disposition proceeds in an amount sufficient to pay all principal of and interest on (and all other amounts due the Holders of) the Series of Notes as to which the Limited Liquidation Event of Default shall have occurred, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as provided, provided, however that its liability will be calculated in accordance with Section 17.5). Upon termination of the right of possession of the Lessee with respect to any Vehicles, the Lessor or its agents may peaceably enter upon the premises of the any Lessee or other premises where such Lease Vehicles may be located and take possession of them all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of the any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoeverwhatsoever and (d) to direct delivery by the Servicer of the Certificates of Title for all or a portion of the Lease Vehicles and (ii) the Lessees, and at the request of the Lessor willor the Trustee acting at the direction of the HVF II Group I Requisite Investors, neverthelessshall return or cause to be returned all Lease Vehicles to the Lessor or the Trustee as the case may be; provided that, have a right the Trustee’s exercise of remedies shall be subject to recover from the Lessee any and all amounts which under the terms of this Section 17.3 (as limited by Section 17.5 of this Agreement) as may be then due9.4(e). 9.3.3. Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however, that the measure of damages recoverable against the such Lessee will in any case be calculated in accordance with Section 17.59.5. All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein. Any extension of time for payment hereunder or other indulgence duly granted to the any Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of the such Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.

Rights of Lessor Upon Operating Lease Event of Default. 9.3.1. If an Operating Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default shall occuroccur and be continuing, then the Lessor at its option may: (i) in the case of an Operating Lease Event of Default, may proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the any Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 17.5; or9.5 (Measure of Damages). (ii) in the case of a Liquidation 9.3.2. If any Operating Lease Event of Default set forth in Sections 9.1.1 (Events of Default), by notice in writing 9.1.2 (Events of Default), 9.1.5 (Events of Default), 9.1.6 (Events of Default) or 9.1.8 (Events of Default) shall occur and be continuing, then (i) the Lessor shall have the right, either acting on its own behalf or through the Back-up Disposition Agent, (a) to the terminate any Lessee, terminate this Agreement in its entirety and/or the right ’s rights of possession hereunder of the Lessee of any all or all Vehicles and the Lessor may direct delivery by the Servicer of Certificates of Title for the Vehicles to or upon the direction a portion of the LessorLease Vehicles leased hereunder by such Lessee, whereupon (b) to take possession of all rights and interests or a portion of the Lease Vehicles leased by any Lessee hereunder, (c) to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as herein provided, provided, however, its liability will be calculated in accordance with Section 17.5); and, in the case of a Limited Liquidation Event of Default, the Lessor may, by notice in writing to the Lessee, terminate the right of possession hereunder of such number of Vehicles as will generate disposition proceeds in an amount sufficient to pay all principal of and interest on (and all other amounts due the Holders of) the Series of Notes as to which the Limited Liquidation Event of Default shall have occurred, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as provided, provided, however that its liability will be calculated in accordance with Section 17.5). Upon termination of the right of possession of the Lessee with respect to any Vehicles, the Lessor or its agents may peaceably enter upon the premises of the any Lessee or other premises where such Lease Vehicles may be located and take possession of them all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of the any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoeverwhatsoever and (d) to direct delivery by the Servicer of the Certificates of Title for all or a portion of the Lease Vehicles and (ii) the Lessees, and at the request of the Lessor willor the Trustee acting at the direction of the Majority Indenture Investors, neverthelessshall return or cause to be returned all Lease Vehicles to the Lessor, have a right the Back-up Disposition Agent or the Trustee as the case may be; provided that, the Trustee’s exercise of remedies shall be subject to recover from the Lessee any Section 9.4(e) (Liquidation Event and all amounts which under the terms Non-Performance of this Section 17.3 (as limited by Section 17.5 of this Agreement) as may be then dueCertain Covenants). 9.3.3. Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however, that the measure of damages recoverable against the such Lessee will in any case be calculated in accordance with Section 17.59.5 (Measure of Damages). All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein; provided that, for the avoidance of doubt, any exercise of any such right or power shall remain subject to each condition expressly specified in any Related Document with respect to such exercise. Any extension of time for payment hereunder or other indulgence duly granted to the any Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of the such Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.

Rights of Lessor Upon Operating Lease Event of Default. If an Operating Lease Event of Default, Limited Liquidation Event of Default (other than any Limited Liquidation Event of Default relating solely to any Segregated Series of Notes) or Liquidation Event of Default shall occur, then the Lessor at its option may: (i) in the case of an Operating Lease Event of Default, proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 17.5; or (ii) in the case of a Liquidation Event of Default, by notice in writing to the Lessee, terminate this Agreement in its entirety and/or the right of possession hereunder of the Lessee of any or all Vehicles and the Lessor may direct delivery by the Servicer of Certificates of Title for the Vehicles to or upon the direction of the Lessor, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as herein provided, provided, however, its liability will be calculated in accordance with Section 17.5); and, in the case of such a Limited Liquidation Event of Default, the Lessor may, by notice in writing to the Lessee, terminate the right of possession hereunder of such number of Vehicles as will generate disposition proceeds in an amount sufficient to pay all principal of and interest on (and all other amounts due the Holders of) the Series of Notes as to which the such a Limited Liquidation Event of Default shall have occurred, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as provided, provided, however that its liability will be calculated in accordance with Section 17.5). Upon termination of the right of possession of the Lessee with respect to any Vehicles, the Lessor or its agents may peaceably enter upon the premises of the Lessee or other premises where such Vehicles may be located and take possession of them and thenceforth hold, possess and enjoy the same free from any right of the Lessee, or its successors or assigns, to use such Vehicles for any purpose whatsoever, and the Lessor will, nevertheless, have a right to recover from the Lessee any and all amounts which under the terms of this Section 17.3 (as limited by Section 17.5 of this Agreement) as may be then due. Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however, that the measure of damages recoverable against the Lessee will in any case be calculated in accordance with Section 17.5. All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein. Any extension of time for payment hereunder or other indulgence duly granted to the Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of the Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.

Rights of Lessor Upon Operating Lease Event of Default. 9.3.1. If an a HVIF Operating Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default shall occuroccur and be continuing, then the Lessor at its option may: (i) in the case of an Operating Lease Event of Default, may proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the any Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 17.5; or9.5. (ii) in the case of a Liquidation 9.3.2. If any HVIF Operating Lease Event of DefaultDefault set forth in Sections 9.1.1, by notice in writing 9.1.2, 9.1.5, 9.1.6, 9.1.7, 9.1.8 or 9.1.9 shall occur and be continuing, then (i) the Lessor shall have the right, either acting on its own behalf or through the Back-Up Disposition Agent, (a) to the terminate any Lessee, terminate this Agreement in its entirety and/or the right ’s rights of possession hereunder of the Lessee of any all or all Vehicles and the Lessor may direct delivery by the Servicer of Certificates of Title for the Vehicles to or upon the direction a portion of the LessorLease Vehicles leased hereunder by such Lessee, whereupon (b) to take possession of all rights and interests or a portion of the Lease Vehicles leased by any Lessee hereunder, (c) to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as herein provided, provided, however, its liability will be calculated in accordance with Section 17.5); and, in the case of a Limited Liquidation Event of Default, the Lessor may, by notice in writing to the Lessee, terminate the right of possession hereunder of such number of Vehicles as will generate disposition proceeds in an amount sufficient to pay all principal of and interest on (and all other amounts due the Holders of) the Series of Notes as to which the Limited Liquidation Event of Default shall have occurred, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as provided, provided, however that its liability will be calculated in accordance with Section 17.5). Upon termination of the right of possession of the Lessee with respect to any Vehicles, the Lessor or its agents may peaceably enter upon the premises of the any Lessee or other premises where such Lease Vehicles may be located and take possession of them all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of the any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoeverwhatsoever and (d) to direct delivery by the Servicer of the Certificates of Title for all or a portion of the Lease Vehicles and (ii) the Lessees, and at the request of the Lessor willor the Trustee acting at the direction of the HVIF Requisite Investors, neverthelessshall return or cause to be returned all Lease Vehicles to the Lessor, have a right the Back-Up Disposition Agent or the Trustee as the case may be; provided that, the Trustee’s exercise of remedies shall be subject to recover from the Lessee any and all amounts which under the terms of this Section 17.3 (as limited by Section 17.5 of this Agreement) as may be then due9.4(e). 9.3.3. Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however, that the measure of damages recoverable against the such Lessee will in any case be calculated in accordance with Section 17.59.5. All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein; provided that, for the avoidance of doubt, any exercise of any such right or power shall remain subject to each condition expressly specified in any Related Document with respect to such exercise. Any extension of time for payment hereunder or other indulgence duly granted to the any Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of the such Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.

Rights of Lessor Upon Operating Lease Event of Default. 9.3.1. If an Operating Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default shall occuroccur and be continuing, then the Lessor at its option may: (i) in the case of an Operating Lease Event of Default, may proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 17.5; or9.5. (ii) in the case of a Liquidation 9.3.2. If any Operating Lease Event of DefaultDefault shall occur and be continuing, by notice in writing then (i) the Lessor shall have the right (a) to terminate the Lessee, terminate this Agreement in its entirety and/or the right ’s rights of possession hereunder of the Lessee of any all or all Vehicles and the Lessor may direct delivery by the Servicer of Certificates of Title for the Vehicles to or upon the direction a portion of the Lessor, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable Scooters leased hereunder as herein provided, provided, however, its liability will be calculated in accordance with Section 17.5); and, in the case of a Limited Liquidation Event of Default, the Lessor may, by notice in writing to the Lessee, terminate the right (b) to take possession of possession hereunder of such number of Vehicles as will generate disposition proceeds in an amount sufficient to pay all principal of and interest on (and all other amounts due the Holders of) the Series of Notes as to which the Limited Liquidation Event of Default shall have occurred, whereupon all rights and interests or a portion of the Lessee to such Vehicles will cease and terminate (but Scooters leased by the Lessee will remain liable hereunder as providedhereunder, provided, however that its liability will be calculated in accordance with Section 17.5). Upon termination of the right of possession of the Lessee with respect (c) to any Vehicles, the Lessor or its agents may peaceably enter upon the premises of the Lessee or other premises where such Vehicles Scooters may be located and take possession of them all or a portion of the Scooters and thenceforth hold, possess and enjoy the same free from any right of the Lessee, or its successors or assigns, and to use such Vehicles Scooters for any purpose whatsoeverwhatsoever and (d) to direct delivery by the Servicer of the Certificates of Title (if any) for all or a portion of the Scooters and (ii) the Lessee, at the request of the Administrative Agent, shall return or cause to be returned all Scooters to the Lessor or the Administrative Agent, as the case may be. 9.3.3. Without limiting any other rights of the Lessor hereunder, for the purpose of enabling the Lessor to exercise rights and remedies under this Agreement, solely during and for the continuation of an Event of Default, Lessee hereby grants to the Lessor, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Lessee) to use, license or sublicense (including, without limitation, to the Administrative Agent) any Scooter IP now owned or hereafter acquired by the Lessee, in each case to the extent reasonably necessary to permit the Administrative Agent to take possession of and dispose of the Scooters, and wherever the same may be located (whether or not any license agreement by and between the Lessee and any other Person relating to the use of such Scooter IP may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, provided, however, that any such license granted by the Lessor willto a third party shall include reasonable and customary terms necessary to preserve the existence, neverthelessvalidity and value of the affected Scooter IP, have including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the trademarks (it being understood and agreed that, without limiting any other rights and remedies of the Lessor under this Agreement or applicable law, nothing in the foregoing license grant shall be construed as granting the Lessor rights in and to such Scooter IP above and beyond (x) the rights to such Scooter IP that the Lessee has reserved for itself and (y) in the case of Scooter IP that is licensed to Lessee by a third party, the extent to which the Lessee has the right to recover from grant a sublicense to such Scooter IP hereunder). For the avoidance of doubt, the Lessee any acknowledges and all amounts which under agrees that the terms of Lessor may sublicense the Scooter IP to the Administrative Agent, in accordance with this Section 17.3 (as limited by 9.3.3, and accordingly, that the Administrative Agent may further sublicense the Scooter IP during and for the continuation of an Event of Default. Notwithstanding anything to the contrary herein, this Section 17.5 9.3.3 shall not grant any rights to use, license, or sublicense the source code of this Agreement) as may be then duethe Bird applications on Android and iOS. 9.3.4. Each and every power and remedy hereby specifically given to the Lessor and its assignees will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however, that the measure of damages recoverable against the Lessee will in any case be calculated in accordance with Section 17.5. All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein. Any extension of time for payment hereunder or other indulgence duly granted to the Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of the Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein. 9.3.5. Notwithstanding the exercise of any rights or remedies pursuant to this Section 9.3, the Lessor will, nevertheless, have a right to recover from the Lessee any and all amounts as may be then due.

Rights of Lessor Upon Operating Lease Event of Default. 9.3.1. If an a Series 2013-G1 Operating Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default shall occuroccur and be continuing, then the Lessor at its option may: (i) in the case of an Operating Lease Event of Default, may proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the any Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 17.5; or9.5. (ii) in the case of a Liquidation 9.3.2. If any Series 2013-G1 Operating Lease Event of DefaultDefault set forth in Sections 9.1.1, by notice in writing to 9.1.2, 9.1.5, 9.1.6 or 9.1.8 shall occur and be continuing, then (i) the Lessee, terminate this Agreement in its entirety and/or Lessor shall have the right (a) to terminate any Lessee’s rights of possession hereunder of the Lessee of any all or all Vehicles and the Lessor may direct delivery by the Servicer of Certificates of Title for the Vehicles to or upon the direction a portion of the LessorLease Vehicles leased hereunder by such Lessee, whereupon (b) to take possession of all rights and interests or a portion of the Lease Vehicles leased by any Lessee hereunder, (c) to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as herein provided, provided, however, its liability will be calculated in accordance with Section 17.5); and, in the case of a Limited Liquidation Event of Default, the Lessor may, by notice in writing to the Lessee, terminate the right of possession hereunder of such number of Vehicles as will generate disposition proceeds in an amount sufficient to pay all principal of and interest on (and all other amounts due the Holders of) the Series of Notes as to which the Limited Liquidation Event of Default shall have occurred, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as provided, provided, however that its liability will be calculated in accordance with Section 17.5). Upon termination of the right of possession of the Lessee with respect to any Vehicles, the Lessor or its agents may peaceably enter upon the premises of the any Lessee or other premises where such Lease Vehicles may be located and take possession of them all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of the any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoeverwhatsoever and (d) to direct delivery by the Servicer of the Certificates of Title for all or a portion of the Lease Vehicles and (ii) the Lessees, and at the request of the Lessor willor the Trustee acting at the direction of the HVF II Group I Requisite Investors, neverthelessshall return or cause to be returned all Lease Vehicles to the Lessor or the Trustee as the case may be; provided that, have a right the Trustee’s exercise of remedies shall be subject to recover from the Lessee any and all amounts which under the terms of this Section 17.3 (as limited by Section 17.5 of this Agreement) as may be then due9.4(e). 9.3.3. Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however, that the measure of damages recoverable against the such Lessee will in any case be calculated in accordance with Section 17.59.5. All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein; provided that, for the avoidance of doubt, any exercise of any such right or power shall remain subject to each condition expressly specified in any Series 2013-G1 Related Document with respect to such exercise. Any extension of time for payment hereunder or other indulgence duly granted to the any Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of the such Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.

Rights of Lessor Upon Operating Lease Event of Default. 9.3.1. If an Operating Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default shall occuroccur and be continuing, then the Lessor at its option may: (i) in the case of an Operating Lease Event of Default, may proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the any Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 17.5; or9.5. (ii) in the case of a Liquidation 9.3.2. If any Operating Lease Event of DefaultDefault set forth in Sections 9.1.1, by notice in writing to 9.1.2, 9.1.6, 9.1.7 or 9.1.9 shall occur and be continuing, then (i) the Lessee, terminate this Agreement in its entirety and/or Lessor shall have the right (a) to terminate any Lessee’s rights of possession hereunder of the Lessee of any all or all Vehicles and the Lessor may direct delivery by the Servicer of Certificates of Title for the Vehicles to or upon the direction a portion of the LessorLease Vehicles leased hereunder by such Lessee, whereupon (b) to take possession of all rights and interests or a portion of the Lease Vehicles leased by any Lessee hereunder, (c) to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as herein provided, provided, however, its liability will be calculated in accordance with Section 17.5); and, in the case of a Limited Liquidation Event of Default, the Lessor may, by notice in writing to the Lessee, terminate the right of possession hereunder of such number of Vehicles as will generate disposition proceeds in an amount sufficient to pay all principal of and interest on (and all other amounts due the Holders of) the Series of Notes as to which the Limited Liquidation Event of Default shall have occurred, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as provided, provided, however that its liability will be calculated in accordance with Section 17.5). Upon termination of the right of possession of the Lessee with respect to any Vehicles, the Lessor or its agents may peaceably enter upon the premises of the any Lessee or other premises where such Lease Vehicles may be located and take possession of them all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of the any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoeverwhatsoever and (d) to direct delivery by the Master Servicer of the Certificates of Title for all or a portion of the Lease Vehicles and (ii) the Lessees, and at the request of the Lessor willor the Trustee acting at the direction of the HVF II Group II Requisite Investors, neverthelessshall return or cause to be returned all Lease Vehicles to the Lessor or the Trustee as the case may be; provided that, have a right the Trustee’s exercise of remedies shall be subject to recover from the Lessee any and all amounts which under the terms of this Section 17.3 (as limited by Section 17.5 of this Agreement) as may be then due9.4(e). 9.3.3. Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however, that the measure of damages recoverable against the such Lessee will in any case be calculated in accordance with Section 17.59.5. All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein. Any extension of time for payment hereunder or other indulgence duly granted to the any Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of the such Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.

Rights of Lessor Upon Operating Lease Event of Default. 9.3.1. If an a Series 2010-3 Operating Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default shall occuroccur and be continuing, then the Lessor at its option may: (i) in the case of an Operating Lease Event of Default, may proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the any Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 17.5; or9.5. (ii) in the case of a Liquidation 9.3.2. If any Series 2010-3 Operating Lease Event of DefaultDefault set forth in Sections 9.1.1, by notice in writing to 9.1.2, 9.1.5, 9.1.6 or 9.1.8 shall occur and be continuing, then (i) the Lessee, terminate this Agreement in its entirety and/or Lessor shall have the right (a) to terminate any Lessee’s rights of possession hereunder of the Lessee of any all or all Vehicles and the Lessor may direct delivery by the Servicer of Certificates of Title for the Vehicles to or upon the direction a portion of the LessorLease Vehicles leased hereunder by such Lessee, whereupon (b) to take possession of all rights and interests or a portion of the Lease Vehicles leased by any Lessee hereunder, (c) to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as herein provided, provided, however, its liability will be calculated in accordance with Section 17.5); and, in the case of a Limited Liquidation Event of Default, the Lessor may, by notice in writing to the Lessee, terminate the right of possession hereunder of such number of Vehicles as will generate disposition proceeds in an amount sufficient to pay all principal of and interest on (and all other amounts due the Holders of) the Series of Notes as to which the Limited Liquidation Event of Default shall have occurred, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as provided, provided, however that its liability will be calculated in accordance with Section 17.5). Upon termination of the right of possession of the Lessee with respect to any Vehicles, the Lessor or its agents may peaceably enter upon the premises of the any Lessee or other premises where such Lease Vehicles may be located and take possession of them all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of the any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoeverwhatsoever and (d) to direct delivery by the Master Servicer of the Certificates of Title for all or a portion of the Lease Vehicles and (ii) the Lessees, and at the request of the Lessor willor the Trustee acting at the direction of the HVF II Group II Requisite Investors, neverthelessshall return or cause to be WEIL:\95390749\1\99910.6247 returned all Lease Vehicles to the Lessor or the Trustee as the case may be; provided that, have a right the Trustee’s exercise of remedies shall be subject to recover from the Lessee any and all amounts which under the terms of this Section 17.3 (as limited by Section 17.5 of this Agreement) as may be then due9.4(e). 9.3.3. Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however, that the measure of damages recoverable against the such Lessee will in any case be calculated in accordance with Section 17.59.5. All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein; provided that, for the avoidance of doubt, any exercise of any such right or power shall remain subject to each condition expressly specified in any Series 2010-3 Related Document with respect to such exercise. Any extension of time for payment hereunder or other indulgence duly granted to the any Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of the such Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.