Common use of Vehicle Disposition Clause in Contracts

Vehicle Disposition. The Lessor and each Lessee agree that, with respect to Acquired Vehicles, the applicable Lessee shall use its commercially reasonable efforts to deliver each Program Vehicle leased by it under the Lease for sale in accordance with the applicable Auction Procedures or to return such related Program Vehicle to the related Manufacturer (a) not prior to the end of the Minimum Term for such Vehicle, and (b) not later than the end of the Maximum Term for such Vehicle; provided, however, if for any reason, such Lessee fails to deliver such a Program Vehicle to the applicable Manufacturer for repurchase by the Manufacturer or in accordance with the applicable Auction Procedures, in each case in accordance with the applicable Vehicle Disposition Program during the time period between the expiration of the Minimum Term and the expiration of the Maximum Term, such Lessee shall be obligated to sell or otherwise dispose of such Program Vehicle and pay a Late Return Payment with respect thereto, in each case as provided in Section 13 of the Base Lease. Each Lessee shall, with respect to Acquired Vehicles leased by it under this Operating Lease, pay the equivalent of the Rent for the Minimum Term for Program Vehicles returned before the Minimum Term, regardless of actual usage, unless such a Program Vehicle is a Casualty, which will be handled in accordance with Section 7 of the Base Lease. All Disposition Proceeds, Repurchase Payments and Guaranteed Payments due from the disposition of Program Vehicles pursuant to this Section shall be due and payable to the Lessor. The Lessor and each Lessee agree, with respect to Acquired Vehicles, that such Lessee shall use its commercially reasonable efforts to dispose of each Non-Program Vehicle leased to it under this Operating Lease (a) in a manner most likely to maximize proceeds from such disposition and consistent with industry practice and (b) within thirty-six (36) months after the date of the original new vehicle dealer invoice for such Vehicle. All Disposition Proceeds due from the disposition of Non-Program Vehicles pursuant to this Section shall be due and payable to the Lessor.

Vehicle Disposition. The Lessor and each Lessee agree that, with respect to Acquired Vehicles, the applicable Lessee shall use its commercially reasonable efforts to deliver each Program Vehicle leased by it under the Lease for sale in accordance with the applicable Auction Procedures or to return such related Program Vehicle to the related Manufacturer (a) not prior to the end of the Minimum Term for such Vehicle, and (b) not later than the end of the Maximum Term for such Vehicle; provided, however, if for any reason, such Lessee fails to deliver such a Program Vehicle to the applicable Manufacturer for repurchase by the Manufacturer or in accordance with the applicable Auction Procedures, in each case in accordance with the applicable Vehicle Disposition Program during the time period between the expiration of the Minimum Term and the expiration of the Maximum Term, such Lessee shall be obligated to sell or otherwise dispose of such Program Vehicle and pay a Late Return Payment with respect thereto, in each case as provided in Section 13 of the Base Lease. Each Lessee shall, with respect to Acquired Vehicles leased by it under this Operating Lease, pay the equivalent of the Rent for the Minimum Term for Program Vehicles returned before the Minimum Term, regardless of actual usage, unless such a Program Vehicle is a Casualty, which will be handled in accordance with Section 7 of the Base Lease. All Disposition Proceeds, Repurchase Payments and Guaranteed Payments due from the disposition of Program Vehicles pursuant to this Section shall be due and payable to the Lessor. The Lessor and each Lessee agree, with respect to Acquired Vehicles, that such Lessee shall use its commercially reasonable efforts to dispose of each Non-Program Vehicle leased to it under this Operating Lease (a) in a manner most likely to maximize proceeds from such disposition and consistent with industry practice and (b) within thirtytwenty-six four (3624) months after the date of the original new vehicle dealer invoice for such Vehicle. All Disposition Proceeds due from the disposition of Non-Program Vehicles pursuant to this Section shall be due and payable to the Lessor.

Vehicle Disposition. The Lessor and each Lessee agree that, with respect to Acquired Vehicles, the applicable Lessee shall use its commercially reasonable efforts to deliver each Program Vehicle leased by it under the this Operating Lease for sale in accordance with the applicable Auction Procedures or to return such related Program Vehicle to the related Manufacturer (a) not prior to the end of the Minimum Term for such Vehicle, and (b) not later than the end of the Maximum Term for such Vehicle; provided, however, if for any reason, such Lessee fails to deliver such a Program Vehicle to the applicable Manufacturer for repurchase by the Manufacturer or in accordance with the applicable Auction Procedures, in each case in accordance with the applicable Vehicle Disposition Program during the time period between the expiration of the Minimum Term and the expiration of the Maximum Term, such Lessee shall be obligated to sell or otherwise dispose of such Program Vehicle and pay a Late Return Payment comply with respect thereto, in each case as provided in Section 13 the applicable provisions of the Base LeaseLease with respect to such Vehicle. Each Lessee shall, with respect to Acquired Vehicles leased by it under this Operating Lease, pay the equivalent of the Rent for the Minimum Term for Program Vehicles returned before the Minimum Term, regardless of actual usage, unless such a Program Vehicle is a Casualty, which will be handled in accordance with Section 7 of the Base Lease. All Disposition Proceeds, Repurchase Payments and Guaranteed Payments due from the disposition of Program Vehicles pursuant to this Section paragraph 7 shall be due and payable to the LessorLessor as provided in paragraph 10(d) hereof. The Lessor and each Lessee agree, with respect to Acquired Vehicles, that such Lessee shall use its commercially reasonable efforts to dispose of each Non-Program Vehicle leased to it under this Operating Lease (a) in a manner most likely to maximize proceeds from such disposition and consistent with industry practice and (b) within thirty-six (36) months after the date of the original new vehicle dealer invoice for such Vehicle. All Disposition Proceeds due from the disposition of Non-Program Vehicles pursuant to this Section shall be due and payable to the Lessor.Lease

Vehicle Disposition. The Lessor and each Lessee agree that, with respect to Acquired Vehicles, the applicable Lessee shall use its commercially reasonable efforts to deliver each Program Vehicle leased by it under the this Operating Lease for sale in accordance with the applicable Auction Procedures or to return such related Program Vehicle to the related Manufacturer (a) not prior to the end of the Minimum Term for such Vehicle, and (b) not later than the end of the Maximum Term for such Vehicle; provided, however, if for any reason, such Lessee fails to deliver such a Program Vehicle to the applicable Manufacturer for repurchase by the Manufacturer or in accordance with the applicable Auction Procedures, in each case in accordance with the applicable Vehicle Disposition Program during the time period between the expiration of the Minimum Term and the expiration of the Maximum Term, such Lessee shall be obligated to sell or otherwise dispose of such Program Vehicle and pay a Late Return Payment comply with respect thereto, in each case as provided in Section 13 the applicable provisions of the Base LeaseLease with respect to such Vehicle. Each Lessee shall, with respect to Acquired Vehicles leased by it under this Operating Lease, pay the equivalent of the Rent for the Minimum Term for Program Vehicles returned before the Minimum Term, regardless of actual usage, unless such a Program Vehicle is a Casualty, which will be handled in accordance with Section 7 of the Base Lease. All Disposition Proceeds, Repurchase Payments and Guaranteed Payments due from the disposition of Program Vehicles pursuant to this Section paragraph 7 shall be due and payable to the LessorLessor as provided in paragraph 10(d) hereof. The Lessor and each Lessee agree, with respect to Acquired Vehicles, that such Lessee shall use its commercially reasonable efforts to dispose of each Non-Program Vehicle leased to it under this Operating Lease (a) in a manner most likely to maximize proceeds from such disposition and consistent with industry practice and (b) within thirty-six (36) months after the date of the original new vehicle dealer invoice for such Vehicle. All Disposition Proceeds due from the disposition of Non-Program Vehicles pursuant to this Section paragraph 7 shall be due and payable to the LessorLessor as provided in paragraph 10(d) hereof.

Vehicle Disposition. The Subject to the applicable Servicer's right to redesignate Program Vehicles as Non-Program Vehicles under Section 14 of the Base Lease, the Lessor and each Lessee the Lessees agree that, with respect to Acquired Vehicles leased hereunder that are Program Vehicles, the applicable Lessee shall use its commercially reasonable efforts shall, pursuant to Section 24.6 of the Base Lease (unless not required by such Section) deliver each Program Vehicle leased by it under the Lease for sale at auction or return each Vehicle to the related Manufacturer, in each case in accordance with the applicable Auction Procedures or to return such related Manufacturer Program Vehicle to during the related Manufacturer (a) not prior to the end of the Minimum Term for such Vehicle, and (b) not later than the end of the Maximum Term Repurchase Period for such Vehicle; provided, however, if for any reason, such the Lessee fails to deliver such a Program Vehicle to the applicable Manufacturer for repurchase by the Manufacturer or in accordance with the applicable Auction Proceduresto an auction for sale, in each case in accordance with the applicable Vehicle Disposition Program Manufacturer Program, during the time period between the expiration Repurchase Period, and such Lessee does not or is not entitled to redesignate such Program Vehicle as a Non-Program Vehicle in accordance with Section 14 of the Minimum Term and the expiration of the Maximum TermBase Lease, then such Lessee shall be obligated to sell or otherwise dispose pay a Casualty Payment in respect of such Program Vehicle and pay a Late Return Payment with respect theretoVehicle, in each case as provided in Section 13 7 of the Base Lease. Each Lessee shall, with respect to Acquired Vehicles which are Program Vehicles leased by it under this Operating Leasehereunder, pay the Monthly Variable Rent accrued with respect to such Vehicle through the date of return, plus the equivalent of the Monthly Base Rent for the Minimum Term minimum holding period under the applicable Manufacturer Program for Program Vehicles returned before the Minimum Termexpiration of such minimum holding period, regardless of actual usage, unless such minimum holding period is waived by the Manufacturer or such a Program Vehicle is a CasualtyCasualty or has ceased to be an Eligible Vehicle, in which will be handled in accordance with case Section 7 of the Base LeaseLease shall apply with respect to such Vehicle. All Repurchase Prices and Disposition Proceeds, Repurchase Payments and Guaranteed Payments Proceeds due from the disposition of Program Vehicles pursuant to this Section shall be due and payable to the LessorLessor and shall be deposited to the Master Collateral Account. The Lessor and each the Lessee agree, with respect to Acquired Vehicles that are Non-Program Vehicles, that such the Lessee thereof shall use its commercially reasonable efforts to dispose of each Non-Program Vehicle leased to by it under this Operating Lease hereunder (a) in a manner most reasonably likely to maximize proceeds from such disposition and consistent with industry practice and (b) within thirtyforty-six two (3642) months after the date of the original new vehicle dealer invoice for such VehicleVehicle sold as a new vehicle. All Disposition Proceeds due from the disposition of Non-Program Vehicles pursuant to this Section shall be due and payable to the LessorLessor and shall be deposited into the Master Collateral Account.

Vehicle Disposition. The Lessor and each Lessee Lessees agree that, with respect to Acquired Lessor-Owned Vehicles, the applicable each Lessee shall use its commercially reasonable efforts to deliver return each Program Vehicle leased by it under the Lease for sale in accordance with the applicable Auction Procedures or to return such related Program Group II Repurchase Vehicle to the related Manufacturer (a) not prior to the end of the Minimum Term for such Vehicle, and (b) not later than the end of the Maximum Term for such Vehicle; provided, however, if for any reason, such a Lessee fails to deliver such a Program Group II Repurchase Vehicle to the applicable Manufacturer for repurchase by the Manufacturer or in accordance with the applicable Auction ProceduresRepurchase Program, in each case in accordance with the applicable Vehicle Disposition Program during the time period between the expiration of the Minimum Term and the expiration of the Maximum Term, such Lessee shall be obligated to sell or otherwise dispose of purchase such Program Group II Repurchase Vehicle and pay a Late Return Payment with respect thereto, in each case as provided in Section 13 12 of the Base LeaseAgreement. Each Lessee shall, with respect to Acquired Lessor-Owned Vehicles leased by it under this Operating Leasehereunder, pay the equivalent of the Rent for the Minimum Term for Program Group II Repurchase Vehicles returned before the expiration of the Minimum Term, regardless of actual usage, unless such a Program Group II Repurchase Vehicle is a Casualty, which will be handled in accordance with Section 7 6 of the Base LeaseAgreement. All Disposition Proceeds, Repurchase Payments and Guaranteed Payments Proceeds due from the disposition of Program Group II Repurchase Vehicles pursuant to this Section shall be due and payable to the Lessor. The Lessor and each Lessee agree, with respect to Acquired Vehicles, that such Each Lessee shall use its commercially reasonable efforts to dispose of each Non-Program Vehicle leased to it under this Operating Lease (a) in a manner most likely to maximize cause all proceeds from such disposition and consistent with industry practice and (b) within thirty-six (36) months after the date of the original new vehicle dealer invoice for such Vehicle. All Disposition Proceeds due from the disposition of Non-Program Group II Vehicles pursuant to this Section shall to be due and payable paid directly to the LessorCollection Account; provided that, to the extent that any Lessee receives any such proceeds directly, it shall deliver such proceeds to the Trustee within five days of receipt thereof for deposit into the Collection Account.

Vehicle Disposition. The Lessor and each Lessee Lessees agree that, with respect to Acquired Lessor-Owned Vehicles, the applicable each Lessee shall use its commercially reasonable efforts to deliver return each Program Group IV Repurchase Vehicle leased by it under (other than any such Group IV Repurchase Vehicle that has been redesignated as a Group IV Non-Repurchase Vehicle pursuant to Section 14 at the Lease for sale or, in the case of a Group IV Type II Repurchase Vehicle, is otherwise disposed of in accordance with Section 3.2 of the applicable Auction Procedures or to return such related Program Vehicle Lease) to the related Manufacturer (a) not prior to the end of the Type I Minimum Term or Type II Minimum Term, as applicable, for such Vehicle, and (b) not later than the end of the Type I Maximum Term or Type II Maximum Term, as applicable, for such Vehicle; provided, however, if for any reason, such a Lessee fails to deliver such a Program Group IV Repurchase Vehicle to the applicable Manufacturer for repurchase by the Manufacturer or in accordance with the applicable Auction ProceduresRepurchase Program, in each case in accordance with the applicable Vehicle Disposition Program during the time period between the expiration of the Type I Minimum Term of Type II Minimum Term, as applicable, and the expiration of the Type I Maximum Term or Type II Maximum Term, as applicable, such Lessee shall be obligated to sell or otherwise dispose of purchase such Program Group IV Repurchase Vehicle and pay a Late Return Payment with respect thereto, in each case as provided in Section 13 12 of the Base LeaseAgreement, redesignate such Group IV Vehicle as a Group IV Non-Repurchase Vehicle in accordance with Section 14 of the Lease or, in the case of a Group IV Type II Repurchase Vehicle, dispose of such Group IV Type II Repurchase Vehicle promptly and in a commercially reasonable manner so as to maximize proceeds from the disposition of such Vehicle. Each Lessee shall, with respect to Acquired Lessor-Owned Vehicles leased by it under this Operating Leasehereunder, pay the equivalent of the Rent for the Minimum Term for Program Group IV Repurchase Vehicles returned before the expiration of the Minimum Term, regardless of actual usage, unless such a Program Group IV Repurchase Vehicle is a Casualty, which will be handled in accordance with Section 7 6 of the Base LeaseAgreement. All Disposition Proceeds, Repurchase Payments and Guaranteed Payments Proceeds due from the disposition of Program Group IV Repurchase Vehicles pursuant to this Section shall be due and payable to the Lessor. The Lessor and each Lessee the Lessees agree, with respect to Acquired Lessor-Owned Vehicles, that such Lessee the Lessees shall use its commercially reasonable efforts to dispose of each Non-Program Vehicle leased to it under this Operating Lease (a) each Group IV Type II Repurchase Vehicle in a the manner most likely to maximize proceeds from such disposition and consistent with industry practice and by either (bx) within thirty-six (36) months after the date of the original new vehicle dealer invoice for such Vehicle. All Disposition Proceeds due from the disposition of Non-Program Vehicles pursuant using its commercially reasonable efforts to this Section shall be due and payable return each Group IV Type II Repurchase Vehicle to the Lessor.related Manufacturer not prior to Annex A 2

Vehicle Disposition. The Lessor and each Lessee Lessees agree that, with respect to Acquired Lessor-Owned Vehicles, the applicable each Lessee shall use its commercially reasonable efforts to deliver return each Program Group III Repurchase Vehicle leased by it under (other than any such Group III Repurchase Vehicle that has been redesignated as a Group III Non-Repurchase Vehicle pursuant to Section 14 of the Lease for sale in accordance with the applicable Auction Procedures or to return such related Program Vehicle Lease) to the related Manufacturer (a) not prior to the end of the Minimum Term for such Vehicle, and (b) not later than the end of the Maximum Term for such Vehicle; provided, however, if for any reason, such a Lessee fails to deliver such a Program Group III Repurchase Vehicle to the applicable Manufacturer for repurchase by the Manufacturer or in accordance with the applicable Auction ProceduresRepurchase Program, in each case in accordance with the applicable Vehicle Disposition Program during the time period between the expiration of the Minimum Term and the expiration of the Maximum Term, such Lessee shall be obligated to sell or otherwise dispose of purchase such Program Group III Repurchase Vehicle and pay a Late Return Payment with respect thereto, in each case as provided in Section 13 12 of the Base Agreement or redesignate such Group III Vehicle as a Group III Non-Repurchase Vehicle in accordance with Section 14 of the Lease. Each Lessee shall, with respect to Acquired Lessor-Owned Vehicles leased by it under this Operating Leasehereunder, pay the equivalent of the Rent for the Minimum Term for Program Group III Repurchase Vehicles returned before the expiration of the Minimum Term, regardless of actual usage, unless such a Program Group III Repurchase Vehicle is a Casualty, which will be handled in accordance with Section 7 6 of the Base LeaseAgreement. All Disposition Proceeds, Repurchase Payments and Guaranteed Payments Proceeds due from the disposition of Program Group III Repurchase Vehicles pursuant to this Section shall be due and payable to the Lessor. The Lessor and each Lessee the Lessees agree, with respect to Acquired Lessor-Owned Vehicles, that such Lessee the Lessees shall use its commercially reasonable efforts to dispose of each Group III Non-Program Repurchase Vehicle leased to it under this Operating Lease (a) in a manner commercially reasonable manner, consistent with industry practice and applicable requirements of law, and that is most likely to maximize proceeds from such disposition and consistent with industry practice and (b) within thirty-six (36) months after prior to the date expiration of the original new vehicle dealer invoice Non-Repurchase Maximum Term for such Vehicle. All Disposition Proceeds due from the disposition of Non-Program Vehicles pursuant to this Section shall be due and payable to the Lessor.Group III Non-

Vehicle Disposition. The Lessor and each the Lessee agree that, with respect to Acquired Vehicles, the applicable Lessee shall use its commercially reasonable efforts to deliver each Program Vehicle leased by it under the Lease for sale in accordance with the applicable at Auction Procedures or to return such related each Program Vehicle to the related Manufacturer (a) not prior to the end of the Minimum Term for such Vehicle, and (b) not later than the end of the Maximum Term for such Vehicle; provided, however, if for any reason, such the Lessee fails to deliver such a Program Vehicle to the applicable Manufacturer for repurchase by the Manufacturer or in accordance with the applicable to an Auction Proceduresfor sale, in each case in accordance with the applicable Vehicle Disposition Program Program, during the time period between the expiration of the Minimum Term and the expiration of the Maximum Term, such the Lessee shall be obligated to sell or otherwise dispose of such Program Vehicle and pay a Late Return Payment with respect thereto, in each case as provided in Section 13 of the Base Lease. Each The Lessee shall, with respect to Acquired Vehicles leased by it under this Operating LeaseVehicles, pay the equivalent of the Rent for the Minimum Term for Program Vehicles returned before the Minimum Term, regardless of actual usage, unless such a Program Vehicle is a Casualty, which will be handled in accordance with Section 7 of the Base Lease. All Disposition Proceeds, Repurchase Payments and Guaranteed Payments due from the disposition of Program Vehicles pursuant to this Section shall be due and payable to the Lessor. The Lessor and each the Lessee agree, with respect to Acquired Vehicles, that such the Lessee shall use its commercially reasonable efforts to dispose of each Non-Program Vehicle leased to it under this Operating Lease (a) in a manner most likely to maximize proceeds from such disposition and consistent with industry practice and (b) within thirtytwenty-six four (3624) months after the date of the original new vehicle dealer invoice for such Vehicle. All Disposition Proceeds due from the disposition of Non-Program Vehicles pursuant to this Section shall be due and payable to the Lessor.

Vehicle Disposition. The Lessor and each Lessee agree that, with respect to Acquired Vehicles, the applicable Lessee shall use its commercially reasonable efforts to deliver each related Program Vehicle leased by it under the Lease for sale in accordance with the applicable Auction Procedures or to return such related Program Vehicle to the related Manufacturer (a) not prior to the end of the Minimum Term for such Vehicle, and (b) not later than the end of the Maximum Term for such Vehicle; provided, however, if for any reason, such Lessee fails to deliver such a Program Vehicle to the applicable Manufacturer for repurchase by the Manufacturer or in accordance with the applicable Auction Procedures, in each case in accordance with the applicable Vehicle Disposition Program during the time period between the expiration of the Minimum Term and the expiration of the Maximum Term, such Lessee shall be obligated to sell or otherwise dispose of such Program Vehicle and pay a Late Return Payment with respect thereto, in each case as provided in Section 13 of the Base Lease. Each Lessee shall, with respect to Acquired Vehicles leased by it under this Operating Lease, pay the equivalent of the Rent for the Minimum Term for Program Vehicles returned before the Minimum Term, regardless of actual usage, unless such a Program Vehicle is a Casualty, which will be handled in accordance with Section 7 of the Base Lease. All Disposition Proceeds, Repurchase Payments and Guaranteed Payments due from the disposition of Program Vehicles pursuant to this Section shall be due and payable to the Lessor. The Lessor and each Lessee agree, with respect to Acquired Vehicles, that such Lessee shall use its commercially reasonable efforts to dispose of each Non-Program Vehicle leased to it under this Operating Lease (a) in a manner most likely to maximize proceeds from such disposition and consistent with industry practice and (b) within thirtytwenty-six four (3624) months after the date of the original new vehicle dealer invoice for such Vehicle. All Disposition Proceeds due from the disposition of Non-Program Vehicles pursuant to this Section shall be due and payable to the Lessor.

Vehicle Disposition. The Subject to the Servicer's right to redesignate Program Vehicles as Non-Program Vehicles under Section 14 of the Base Lease, the Lessor and each the Lessee agree that, with respect to Acquired Vehicles, the applicable Lessee shall use its commercially reasonable efforts to deliver each Program Vehicle leased by it under the Lease for sale in accordance with the applicable at Auction Procedures or to return such related each Program Vehicle to the related Manufacturer (a) not prior to during the end of the Minimum Term for such Vehicle, and (b) not later than the end of the Maximum Term Repurchase Period for such Vehicle; provided, however, if for any reason, such the Lessee fails to deliver such a Program Vehicle to the applicable Manufacturer for repurchase by the Manufacturer or in accordance with the applicable to an Auction Proceduresfor sale, in each case in accordance with the applicable Vehicle Disposition Program Manufacturer Program, during the time period between Repurchase Period, the expiration of the Minimum Term and the expiration of the Maximum Term, such Lessee shall be obligated to sell or otherwise dispose of such Program Vehicle and pay a Late Return Payment with respect thereto, in each case as provided in Section 13 of the Base Lease. Each The Lessee shall, with respect to Acquired Vehicles leased by it under this Operating Leasethat are Program Vehicles, pay the equivalent of the Monthly Base Rent for the Minimum Term minimum holding period under the applicable Manufacturer Program for Program Vehicles returned before the Minimum Termexpiration of such minimum holding period, regardless of actual usage, unless such minimum holding period is waived by the Manufacturer or such a Program Vehicle is a Casualty, in which will be handled in accordance with case, Section 7 of the Base LeaseLease shall apply with respect to such Vehicle. All Repurchase Prices and Disposition Proceeds, Repurchase Payments and Guaranteed Payments Proceeds due from the disposition of Program Vehicles pursuant to this Section shall be due and payable to the Lessor. The Lessor and each the Lessee agree, with respect to Acquired Vehicles, that such the Lessee shall use its commercially reasonable efforts to dispose of each Non-Program Vehicle leased to it under this Operating Lease (a) in a manner most likely to maximize proceeds from such disposition and consistent with industry practice and (b) within thirty-six eighteen (3618) months after the date of the original new vehicle dealer invoice for such VehicleVehicle sold as a new vehicle. All Disposition Proceeds due from the disposition of Non-Program Vehicles pursuant to this Section shall be due and payable to the Lessor.