Common use of Vehicle Return Default Clause in Contracts

Vehicle Return Default. If any Lessee fails to comply with the provisions of (a) Section 13.2 hereof with respect to any Vehicle leased by such Lessee hereunder or (b) Section 3.1 with respect to returning any Program Vehicles leased by such Lessee hereunder to the related Manufacturer not later than the end of the Maximum Term (each, a "Vehicle Return Default"), and the Vehicle is not redesignated as a Non-Program Vehicle in accordance with Section 2.7, then the Lessor at its option may: (i) proceed by appropriate court action or actions, either at law or equity, to enforce performance by such Lessee of such covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 18.5 as it relates to such Vehicle; or (ii) by notice in writing to such Lessee following the occurrence of such Vehicle Return Default, terminate the Agreement with respect to such Vehicle and/or the right of possession hereunder of such Lessee with respect to such Vehicle and the Lessor may direct delivery by such Lessee or the Guarantor of documents of title to such Vehicle, whereupon all rights and interests of such Lessee and the Guarantor to such Vehicle will cease and terminate (but such Lessee and the Guarantor will remain liable hereunder as herein provided, provided, however, that their liability will be calculated in accordance with Section 18.5 as it relates to such Vehicle); and thereupon the Lessor or its agents may peaceably enter upon the premises of such Lessee or other premises where the Vehicle may be located and take possession of it and thenceforth hold, possess and enjoy the same free from any right of such Lessee or the Guarantor or their successors or assigns to use such Vehicle for any purpose whatsoever and the Lessor will nevertheless have a right to recover from such Lessee or the Guarantor any and all amounts which, under the terms of this Agreement may then be due. The Lessor will provide such Lessee with written notice of the place and time of the sale of such Vehicle at least five days prior to the proposed sale, which sale shall be deemed commercially reasonable and such Lessee may purchase the Vehicle at such sale; or (iii) hold, keep idle or lease to others such Vehicle, as the Lessor in its sole discretion may determine, free and clear of any rights of such Lessee without any duty to account to such Lessee with respect to such action or inaction or for any proceeds with respect to such action or inaction except that such Lessee's obligation to pay Monthly Base Rent for periods commencing after such Lessee shall have been deprived of the use of such Vehicle pursuant to this clause (iii) shall be reduced by the net proceeds, if any, received by the Lessor from leasing such Vehicle to any person other than such Lessee for the same period or any portion thereof; or (iv) whether or not the Lessor shall have exercised or shall thereafter exercise any of the rights under the foregoing clauses (i), (ii) or (iii), demand by written notice to such Lessee that such Lessee pay to the Lessor immediately, and such Lessee shall so pay to the Lessor as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent due through the Payment Date with respect to the Related Month during which such Vehicle is rejected by the Manufacturer or otherwise is not returned to the Manufacturer or on the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle pursuant to Section 3.1 or 2.6(b) hereof, any Supplemental Rent then accrued and unpaid plus whichever of the following amounts the Lessor, in its sole discretion shall specify in such notice: (1) an amount equal to the excess, if any, of the Termination Value for such Vehicle over the Market Value of such Vehicle as of (a) the date such Vehicle (if such Vehicle is a Program Vehicle) is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines, or (b) the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) hereof; or (2) an amount equal to the Termination Value for such Vehicle as of (a) the date such Vehicle is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines (if such Vehicle is a Program Vehicle), or (b) the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) hereof, in which event (x) the Lessor shall cause title to such Vehicle to be transferred to such Lessee, (y) such Lessee shall be entitled to any physical damage insurance proceeds applicable to such Vehicle, and (z) the Administrator shall request the Trustee to cause its Lien to be removed from the Certificate of Title for such Vehicle. (v) If the Lessor shall have sold any Vehicle pursuant to clause (ii) above, the Lessor in lieu of exercising its rights under clause (iv) above with respect to such Vehicle may, if it shall so elect, demand that the relevant Lessee of such Vehicle pay to the Lessor and such Lessee shall pay to the Lessor on the date of such sale as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent and Supplemental Rent due through such date of sale plus the amount of any deficiency between the net proceeds of such sale and the Termination Value of such Vehicle computed as of the date of the sale.

Vehicle Return Default. If any the Lessee fails to comply with the provisions of (a) Section 13.2 2.3 hereof with respect to any Vehicle leased by such Lessee hereunder or (b) Section 3.1 with respect to returning any Program Vehicles leased by such Lessee hereunder to the Servicer for return to the related Manufacturer not later than the end of the Maximum Term (each, a "“Vehicle Return Default"”), and the Vehicle is not redesignated as a Non-Program Vehicle in accordance with Section 2.72.6, then the Lessor at its option may: (i) proceed by appropriate court action or actions, either at law or equity, to enforce performance by such the Lessee of such covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 18.5 17.5 as it relates to such Vehicle; or (ii) by notice in writing to such the Lessee following the occurrence of such Vehicle Return Default, terminate the this Agreement with respect to such Vehicle and/or the right of possession hereunder of such the Lessee with respect to such Vehicle and the Lessor may direct delivery by such Lessee or the Guarantor Servicer of documents the Certificate of title Title to such VehicleVehicle to or upon the order of the Lessor, whereupon all rights and interests of such the Lessee and the Guarantor to such Vehicle will cease and terminate (but such the Lessee and the Guarantor will remain liable hereunder as herein provided, provided, however, that their its liability will be calculated in accordance with Section 18.5 17.5 as it relates to such Vehicle); and thereupon the Lessor or its agents may peaceably enter upon the premises of such the Lessee or other premises where the Vehicle may be located and take possession of it and thenceforth hold, possess and enjoy the same free from any right of such the Lessee or the Guarantor or their its successors or assigns to use such Vehicle for any purpose whatsoever and the Lessor will nevertheless have a right to recover from such the Lessee or the Guarantor any and all amounts which, under the terms of this Agreement may then be due. The Lessor will provide such Lessee with written notice of the place and time of the sale of such Vehicle at least five days prior to the proposed sale, which sale shall be deemed commercially reasonable and such Lessee may purchase the Vehicle at such sale; or (iii) hold, keep idle or lease to others such Vehicle, as the Lessor in its sole discretion may determine, free and clear of any rights of such the Lessee without any duty to account to such the Lessee with respect to such action or inaction or for any proceeds with respect to such action or inaction except that such the Lessee's ’s obligation to pay Monthly Base Rent for periods commencing after such the Lessee shall have been deprived of the use of such Vehicle pursuant to this clause (iii) shall be reduced by the net proceeds, if any, received by the Lessor from leasing such Vehicle to any person other than such the Lessee for the same period or any portion thereof; or (iv) whether or not the Lessor shall have exercised or shall thereafter exercise any of the rights under the foregoing clauses (i), (ii) or (iii), demand by written notice to such the Lessee that such Lessee it pay to the Lessor immediately, and such Lessee it shall so pay to the Lessor as liquidated damages for loss of a bargain and not as a penaltyLessor, any unpaid Monthly Base Rent due through the Casualty Payment Date with respect to the Related Month during which such Vehicle is rejected by the Manufacturer or otherwise is not returned to the Manufacturer or on the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle pursuant to in accordance with Section 3.1 or 2.6(b) 6 hereof, any Supplemental Rent then accrued and unpaid plus whichever of the following amounts the Lessor, in its sole discretion shall specify in such notice: (1) an amount equal to the excess, if any, of the Termination Value for such Vehicle over the Market Value of such Vehicle as of (a) the date such Vehicle (if such Vehicle is a Program Vehicle) is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines, or (b) the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) hereof; or (2) an amount equal to the Termination Value for such Vehicle as of (a) the date such Vehicle is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines (if such Vehicle is a Program Vehicle), or (b) the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) hereof, in which event (x) the Lessor shall cause title to such Vehicle to be transferred to such Lessee, (y) such Lessee shall be entitled to any physical damage insurance proceeds applicable to such Vehicle, and (z) the Administrator shall request the Trustee to cause its Lien to be removed from the Certificate of Title for such Vehicle. (v) If if the Lessor shall have sold any Vehicle repossessed by the Lessor pursuant to clause (ii) above, the Lessor in lieu of exercising its rights under clause (iv) above with respect to such Vehicle may, if it shall so elect, demand that the relevant Lessee of such Vehicle pay to the Lessor and such the Lessee shall pay to the Lessor on the date of such sale as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent and Supplemental Rent due through such date of sale plus the amount of any deficiency between the net proceeds of such sale and the Termination Value of such Vehicle computed as of the date of the sale.

Vehicle Return Default. If any Lessee fails to comply with the provisions of (a) Section 13.2 hereof with respect to any Vehicle leased by such Lessee hereunder or (b) Section 3.1 with respect to returning any Program Vehicles leased by such Lessee hereunder to the related Manufacturer not later than the end of the Maximum Term (each, a "Vehicle Return Default"), and the Vehicle is not redesignated as a Non-Program Vehicle in accordance with Section 2.7, then the Lessor at its option may: (i) proceed by appropriate court action or actions, either at law or equity, to enforce performance by such Lessee of such covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 18.5 as it relates to such Vehicle; or (ii) by notice in writing to such Lessee following the occurrence of such Vehicle Return Default, terminate the Agreement with respect to such Vehicle and/or the right of possession hereunder of such Lessee with respect to such Vehicle and the Lessor may direct delivery by such Lessee or the Guarantor of documents of title to such Vehicle, whereupon all rights and interests of such Lessee and the Guarantor to such Vehicle will cease and terminate (but such Lessee and the Guarantor will remain liable hereunder as herein provided, provided, however, that their liability will be calculated in accordance with Section 18.5 as it relates to such Vehicle); and thereupon the Lessor or its agents may peaceably enter upon the premises of such Lessee or other premises where the such Vehicle may be located and take possession of it and thenceforth hold, possess and enjoy the same free from any right of such Lessee or the Guarantor or their successors or assigns to use such Vehicle for any purpose whatsoever and the Lessor will nevertheless have a right to recover from such Lessee or the Guarantor any and all amounts which, under the terms of this Agreement may then be due. The Lessor will provide such Lessee with written notice of the place and time of the sale of such Vehicle at least five days prior to the proposed sale, which sale shall be deemed commercially reasonable and such Lessee may purchase the Vehicle at such sale; or (iii) hold, keep idle or lease to others such Vehicle, as the Lessor in its sole discretion may determine, free and clear of any rights of such Lessee without any duty to account to such Lessee with respect to such action or inaction or for any proceeds with respect to such action or inaction except that such Lessee's obligation to pay Monthly Base Rent for periods commencing after such Lessee shall have been deprived of the use of such Vehicle pursuant to this clause (iii) shall be reduced by the net proceeds, if any, received by the Lessor from leasing such Vehicle to any person other than such Lessee for the same period or any portion thereof; or (iv) whether or not the Lessor shall have exercised or shall thereafter exercise any of the rights under the foregoing clauses (i), (ii) or (iii), demand by written notice to such Lessee that such Lessee pay to the Lessor immediately, and such Lessee shall so pay to the Lessor as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent due through the Payment Date with respect to the Related Month during which such Vehicle is rejected by the Manufacturer or otherwise is not returned to the Manufacturer or on the date such Lessee is required to, but does not, not sell, return or otherwise dispose of such Vehicle pursuant to Section 3.1 or 2.6(b) hereof, any Supplemental Rent then accrued and unpaid plus whichever of the following amounts the Lessor, in its sole discretion shall specify in such notice: (1) an amount equal to the excess, if any, of the Termination Value for such Vehicle over the Market Value of such Vehicle as of (a) the date such Vehicle (if such Vehicle is a Program Vehicle) is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines, or (b) the date such Lessee is required to, but does not, sell, sell return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) hereof; or (2) an amount equal to the Termination Value for such Vehicle as of (a) the date such Vehicle is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines (if such Vehicle is a Program Vehicle)guidelines, or (b) the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) hereof, in which event (x) the Lessor shall cause title to such Vehicle to be transferred to such Lessee, (y) such Lessee shall be entitled to any physical damage insurance proceeds applicable to such Vehicle, and (z) the Administrator shall request the Trustee to cause its Lien to be removed from the Certificate of Title for such Vehicle. (v) If the Lessor shall have sold any Vehicle pursuant to clause (ii) above, the Lessor in lieu of exercising its rights under clause (iv) above with respect to such Vehicle may, if it shall so elect, demand that the relevant Lessee of such Vehicle pay to the Lessor and such Lessee shall pay to the Lessor on the date of such sale as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent and Supplemental Rent due through such date of sale plus the amount of any deficiency between the net proceeds of such sale and the Termination Value of such Vehicle computed as of the date of the sale.

Vehicle Return Default. If any the Lessee fails to comply with the provisions of (aSection 2.3(b) Section 13.2 hereof with respect to any ZVF Vehicle leased by such Lessee hereunder or (b) Section 3.1 with respect to returning any Program Vehicles leased by such Lessee hereunder to the related Manufacturer not later than the end of the Maximum Term (each, a "“Vehicle Return Default"”), and the Vehicle is not redesignated as a Non-Program Vehicle in accordance with Section 2.7, then the Lessor at its option may: (i) proceed by appropriate court action or actions, either at law or equity, to enforce performance by such the Lessee of such covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 18.5 16.5 as it relates to such ZVF Vehicle; or (ii) by notice in writing to such the Lessee following the occurrence of such Vehicle Return Default, terminate the this Agreement with respect to such ZVF Vehicle and/or the right of possession hereunder of such the Lessee with respect to such ZVF Vehicle and the Lessor may direct delivery by such Lessee or the Guarantor Servicer of documents the Certificate of title Title to such VehicleZVF Vehicle to or upon the order of the Lessor, whereupon all rights and interests of such the Lessee and the Guarantor to such ZVF Vehicle will cease and terminate (but such the Lessee and the Guarantor will remain liable hereunder as herein provided, provided, however, that their its liability will be calculated in accordance with Section 18.5 16.5 as it relates to such ZVF Vehicle); and thereupon the Lessor or its agents (including the Servicer) may peaceably enter upon the premises of such the Lessee or other premises where the ZVF Vehicle may be located and take possession of it and thenceforth hold, possess and enjoy the same free from any right of such the Lessee or the Guarantor or their its successors or assigns to use such ZVF Vehicle for any purpose whatsoever and the Lessor will nevertheless have a right to recover from such the Lessee or the Guarantor any and all amounts which, under the terms of this Agreement may then be due. The Lessor will provide such Lessee with written notice of the place and time of the sale of such Vehicle at least five days prior to the proposed sale, which sale shall be deemed commercially reasonable and such Lessee may purchase the Vehicle at such sale; or (iii) hold, keep idle or lease to others such ZVF Vehicle, as the Lessor in its sole discretion may determine, free and clear of any rights of such the Lessee without any duty to account to such the Lessee with respect to such action or inaction or for any proceeds with respect to such action or inaction except that such the Lessee's ’s obligation to pay Monthly Base Rent for periods commencing after such the Lessee shall have been deprived of the use of such ZVF Vehicle pursuant to this clause (iii) shall be reduced by the net proceeds, if any, received by the Lessor from leasing such ZVF Vehicle to any person other than such the Lessee for the same period or any portion thereof; or (iv) whether or not the Lessor shall have exercised or shall thereafter exercise any of the rights under the foregoing clauses (i), (ii) or (iii), demand by written notice to such the Lessee that such Lessee it pay to the Lessor immediately, and such Lessee it shall so pay to the Lessor as liquidated damages for loss of a bargain and not as a penaltyLessor, any unpaid Monthly Base Rent due through the Payment Date Vehicle Purchase Price with respect to the Related Month during which such Vehicle is rejected by the Manufacturer or otherwise is not returned to the Manufacturer or on the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle pursuant to Section 3.1 or 2.6(b) hereof, any Supplemental Rent then accrued and unpaid plus whichever of the following amounts the Lessor, in its sole discretion shall specify in such notice: (1) an amount equal to the excess, if any, of the Termination Value for such Vehicle over the Market Value of such Vehicle as of (a) the date such Vehicle (if such Vehicle is a Program Vehicle) is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines, or (b) the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) hereof; or (2) an amount equal to the Termination Value for such Vehicle as of (a) the date such Vehicle is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines (if such Vehicle is a Program Vehicle), or (b) the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) hereof, in which event (x) the Lessor shall cause title to such Vehicle to be transferred to such Lessee, (y) such Lessee shall be entitled to any physical damage insurance proceeds applicable to such Vehicle, and (z) the Administrator shall request the Trustee to cause its Lien to be removed from the Certificate of Title for such ZVF Vehicle. (v) If if the Lessor shall have sold any ZVF Vehicle repossessed by the Lessor pursuant to clause (ii) above, the Lessor in lieu of exercising its rights under clause (iv) above with respect to such ZVF Vehicle may, if it shall so elect, demand that the relevant Lessee of such Vehicle pay to the Lessor and such the Lessee shall pay to the Lessor on the date of such sale as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent and Supplemental Rent due through such date of sale plus the amount of any deficiency between the net proceeds of such sale and the Termination Value of such ZVF Vehicle computed as of the date of the sale.

Vehicle Return Default. If any Lessee fails to comply with the provisions of (a) Section 13.2 hereof with respect to any Vehicle leased by such Lessee hereunder or (b) Section 3.1 with respect to returning any Program Vehicles leased by such Lessee hereunder to the related Manufacturer not later than the end of the Maximum Term 3.1(b) hereof (each, a "“Vehicle Return Default"”), and the Vehicle is not redesignated as a Non-Program Vehicle in accordance with Section 2.7, then the Lessor at its option may: (i) proceed by appropriate court action or actions, either at law or equity, to enforce performance by such Lessee of such covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 18.5 as it relates to such Vehicle; or (ii) by notice in writing to such Lessee following the occurrence of such Vehicle Return Default, terminate the Agreement with respect to such Vehicle and/or the right of possession hereunder of such Lessee with respect to such Vehicle and the Lessor may direct delivery by such Lessee or the Finance Lease Guarantor of documents of title to such Vehicle, whereupon all rights and interests of such Lessee and the Finance Lease Guarantor to such Vehicle will cease and terminate (but such Lessee and the Finance Lease Guarantor will remain liable hereunder as herein provided, ; provided, however, that their liability will be calculated in accordance with Section 18.5 as it relates to such Vehicle); and thereupon the Lessor or its agents or assignees may peaceably enter upon the premises of such Lessee or other premises where the such Vehicle may be located (including, without limitation, the premises of any Permitted Sublessee) and take possession of it and thenceforth hold, possess and enjoy the same free from any right of such Lessee or the Finance Lease Guarantor or their successors or assigns to use such Vehicle for any purpose whatsoever and the Lessor will nevertheless have a right to recover from such Lessee or the Finance Lease Guarantor any and all amounts which, under the terms of this Agreement may then be due. The Lessor will provide such Lessee with written notice of the place and time of the sale of such Vehicle at least five (5) days prior to the proposed sale, which sale shall be deemed commercially reasonable and such Lessee may purchase the Vehicle at such sale; or (iii) hold, keep idle or lease to others such Vehicle, as the Lessor in its sole discretion may determine, free and clear of any rights of such Lessee without any duty to account to such Lessee with respect to such action or inaction or for any proceeds with respect to such action or inaction except that such Lessee's ’s obligation to pay Monthly Base Rent for periods commencing after such Lessee shall have been deprived of the use of such Vehicle pursuant to this clause (iii) shall be reduced by the net proceeds, if any, received by the Lessor from leasing such Vehicle to any person other than such Lessee for the same period or any portion thereof; or (iv) whether or not the Lessor shall have exercised or shall thereafter exercise any of the rights under the foregoing clauses (i), (ii) or (iii), demand by written notice to such Lessee that such Lessee pay to the Lessor immediately, and such Lessee shall so pay to the Lessor as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent due through the Payment Date with respect to the Related Month during which such Vehicle is rejected by the Manufacturer or otherwise is not returned to the Manufacturer or on the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle pursuant to Section 3.1 or 2.6(b) 2.6 hereof, any Supplemental Rent then accrued and unpaid unpaid, plus whichever of the following amounts the Lessor, in its sole discretion discretion, shall specify in such notice: (1) an amount equal to the excess, if any, of the Termination Value for such Vehicle over the Market Value of such Vehicle as of (a) the date such Vehicle (if such Vehicle is a Program Vehicle) is rejected by a Manufacturer for not meeting its Manufacturer Program's ’s Vehicle Turn-In Condition guidelines, or (b) the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) 2.6 hereof; or (2) an amount equal to the Termination Value for such Vehicle as of (a) the date such Vehicle is rejected by a Manufacturer for not meeting its Manufacturer Program's ’s Vehicle Turn-In Condition guidelines (if such Vehicle is a Program Vehicle), or (b) the date such Lessee is required to, but does not, not sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) 2.6 hereof, in which event (x) the Lessor shall cause title to such Vehicle to be transferred to such Lessee, (y) such Lessee shall be entitled to any physical damage insurance proceeds applicable to such Vehicle, and (zy) the Administrator shall request the Trustee to cause its Lien to be removed from the Certificate of Title for such Vehicle. (v) If if the Lessor shall have sold any Vehicle pursuant to clause (ii) above, the Lessor in lieu of exercising its rights under clause (iv) above with respect to such Vehicle may, if it shall so elect, demand that the relevant Lessee of such Vehicle pay to the Lessor and such Lessee shall pay to the Lessor on the date of such sale as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent and Supplemental Rent due through such date of sale plus the amount of any deficiency between the net proceeds of such sale and the Termination Value of such Vehicle computed as of the date of the sale.

Vehicle Return Default. If any the Lessee fails to comply with the provisions of (a) Section 13.2 hereof with respect to any Vehicle leased by such Lessee hereunder or (b) Section 3.1 with respect to returning any Program Vehicles leased by such Lessee hereunder to the related Manufacturer not later than the end of the Maximum Term 3.1(b) or (c) hereof (each, a "Vehicle Return Default"), and the Vehicle is not redesignated as a Non-Program Vehicle in accordance with Section 2.7, then the Lessor at its option may: (i) proceed by appropriate court action or actions, either at law or equity, to enforce performance by such the Lessee of such covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 18.5 as it relates to such VehicleVehicles; or (ii) by notice in writing to such the Lessee following the occurrence of such Vehicle Return Default, terminate the Agreement with respect to such Vehicle and/or the right of possession hereunder of such the Lessee with respect to such Vehicle and the Lessor may direct delivery by such the Lessee or the Guarantor of documents of title to such Vehicle, whereupon all rights and interests of such the Lessee and the Guarantor to such Vehicle will cease and terminate (but such the Lessee and the Guarantor will remain liable hereunder as herein provided, provided, however, that their liability will be calculated in accordance with Section 18.5 as it relates to such Vehicle); and thereupon the Lessor or its agents may peaceably enter upon the premises of such the Lessee or other premises where the such Vehicle may be located and take possession of it and thenceforth hold, possess and enjoy the same free from any right of such the Lessee or the Guarantor or their successors or assigns to use such Vehicle for any purpose whatsoever and the Lessor will nevertheless have a right to recover from such the Lessee or the Guarantor any and all amounts which, under the terms of this Agreement may then be due. The Lessor will provide such the Lessee with written notice of the place and time of the sale of such Vehicle at least five days prior to the proposed sale, which sale shall be deemed commercially reasonable and such the Lessee may purchase the Vehicle at such sale; or (iii) hold, keep idle or lease to others such Vehicle, as the Lessor in its sole discretion may determine, free and clear of any rights of such the Lessee without any duty to account to such the Lessee with respect to such action or inaction or for any proceeds with respect to such action or inaction except that such the Lessee's obligation to pay Monthly Base Rent for periods commencing after such the Lessee shall have been deprived of the use of such Vehicle pursuant to this clause (iii) shall be reduced by the net proceeds, if any, received by the Lessor from leasing such Vehicle to any person other than such the Lessee for the same period or any portion thereof; or (iv) whether or not the Lessor shall have exercised or shall thereafter exercise any of the rights under the foregoing clauses (i), (ii) or (iii), demand by written notice to such the Lessee that such the Lessee pay to the Lessor immediately, and such the Lessee shall so pay to the Lessor as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent due through the Payment Date with respect to the Related Month during which such Vehicle is rejected by the Manufacturer or otherwise is not returned to the Manufacturer or on the date such the Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle pursuant to Section 3.1 or 2.6(b) hereof, any Supplemental Rent then accrued and unpaid unpaid, plus whichever of the following amounts the Lessor, in its sole discretion discretion, shall specify in such notice: (1) an amount equal to the excess, if any, of the Termination Value for such Vehicle over the Market Value of such Vehicle as of (a) the date such Vehicle (if such Vehicle is a Program Vehicle) is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines, or (b) the date such the Lessee is required to, but does not, not sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) hereof; or (2) an amount equal to the Termination Value for such Vehicle as of (a) the date such Vehicle is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines (if such Vehicle is a Program Vehicle), or (b) the date such the Lessee is required to, but does not, not sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) hereof, in which event (x) the Lessor shall cause title to such Vehicle to be transferred to such Lessee, (y) such Lessee shall be entitled to any physical damage insurance proceeds applicable to such Vehicle, and (zy) the Administrator shall request the Trustee to cause its Lien to be removed from the Certificate of Title for such Vehicle. (v) If the Lessor shall have sold any Vehicle pursuant to clause (ii) above, the Lessor in lieu of exercising its rights under clause (iv) above with respect to such Vehicle may, if it shall so elect, demand that the relevant Lessee of such Vehicle pay to the Lessor and such the Lessee shall pay to the Lessor on the date of such sale as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent and Supplemental Rent due through such date of sale plus the amount of any deficiency between the net proceeds of such sale and the Termination Value of such Vehicle computed as of the date of the sale.

Vehicle Return Default. If any the Lessee fails to comply with the provisions of (a) Section 13.2 2.3 hereof with respect to any ZVF Vehicle leased by such Lessee hereunder or (b) Section 3.1 with respect to returning any Eligible Program Vehicles leased by such Lessee hereunder Vehicle to the Servicer for return to the related Manufacturer not later than the end of the Maximum Term (each, a "Vehicle Return Default"), and the ZVF Vehicle is not redesignated as a Non-Program Vehicle in accordance with Section 2.72.6) (each a “Vehicle Return Default”), then the Lessor at its option may: (i) proceed by appropriate court action or actions, either at law or equity, to enforce performance by such the Lessee of such covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 18.5 16.5 as it relates to such Vehicle; or (ii) by notice in writing to such the Lessee following the occurrence of such Vehicle Return Default, terminate the this Agreement with respect to such ZVF Vehicle and/or the right of possession hereunder of such the Lessee with respect to such ZVF Vehicle and the Lessor may direct delivery by such Lessee or the Guarantor Servicer of documents the Certificate of title Title to such VehicleZVF Vehicle to or upon the order of the Lessor, whereupon all rights and interests of such the Lessee and the Guarantor to such ZVF Vehicle will cease and terminate (but such the Lessee and the Guarantor will remain liable hereunder as herein provided, provided, however, that their its liability will be calculated in accordance with Section 18.5 16.5 as it relates to such ZVF Vehicle); and thereupon the Lessor or its agents (including the Servicer) may peaceably enter upon the premises of such the Lessee or other premises where the ZVF Vehicle may be located and take possession of it and thenceforth hold, possess and enjoy the same free from any right of such the Lessee or the Guarantor or their its successors or assigns to use such ZVF Vehicle for any purpose whatsoever and the Lessor will nevertheless have a right to recover from such the Lessee or the Guarantor any and all amounts which, under the terms of this Agreement may then be due. The Lessor will provide such Lessee with written notice of the place and time of the sale of such Vehicle at least five days prior to the proposed sale, which sale shall be deemed commercially reasonable and such Lessee may purchase the Vehicle at such sale; or (iii) hold, keep idle or lease to others such ZVF Vehicle, as the Lessor in its sole discretion may determine, free and clear of any rights of such the Lessee without any duty to account to such the Lessee with respect to such action or inaction or for any proceeds with respect to such action or inaction except that such the Lessee's ’s obligation to pay Monthly Base Rent for periods commencing after such the Lessee shall have been deprived of the use of such ZVF Vehicle pursuant to this clause (iii) shall be reduced by the net proceeds, if any, received by the Lessor from leasing such ZVF Vehicle to any person other than such the Lessee for the same period or any portion thereof; or (iv) whether or not the Lessor shall have exercised or shall thereafter exercise any of the rights under the foregoing clauses (i), (ii) or (iii), demand by written notice to such the Lessee that such Lessee it pay to the Lessor immediately, and such Lessee it shall so pay to the Lessor as liquidated damages for loss of a bargain and not as a penaltyLessor, any unpaid Monthly Base Rent due through the Payment Date Vehicle Purchase Price with respect to the Related Month during which such Vehicle is rejected by the Manufacturer or otherwise is not returned to the Manufacturer or on the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle pursuant to Section 3.1 or 2.6(b) hereof, any Supplemental Rent then accrued and unpaid plus whichever of the following amounts the Lessor, in its sole discretion shall specify in such notice: (1) an amount equal to the excess, if any, of the Termination Value for such Vehicle over the Market Value of such Vehicle as of (a) the date such Vehicle (if such Vehicle is a Program Vehicle) is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines, or (b) the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) hereof; or (2) an amount equal to the Termination Value for such Vehicle as of (a) the date such Vehicle is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines (if such Vehicle is a Program Vehicle), or (b) the date such Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) hereof, in which event (x) the Lessor shall cause title to such Vehicle to be transferred to such Lessee, (y) such Lessee shall be entitled to any physical damage insurance proceeds applicable to such Vehicle, and (z) the Administrator shall request the Trustee to cause its Lien to be removed from the Certificate of Title for such ZVF Vehicle. (v) If if the Lessor shall have sold any ZVF Vehicle repossessed by the Lessor pursuant to clause (ii) above, the Lessor in lieu of exercising its rights under clause (iv) above with respect to such ZVF Vehicle may, if it shall so elect, demand that the relevant Lessee of such Vehicle pay to the Lessor and such the Lessee shall pay to the Lessor on the date of such sale as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent and Supplemental Rent due through such date of sale plus the amount of any deficiency between the net proceeds of such sale and the Termination Value of such ZVF Vehicle computed as of the date of the sale.

Vehicle Return Default. If any the Lessee fails to comply with the provisions of (a) Section 13.2 hereof with respect to any Vehicle leased by such Lessee hereunder or (b) Section 3.1 with respect to returning or causing to be returned any Program Vehicles leased by such Lessee hereunder to the related Manufacturer not later than the end of the Maximum Term (each, a "“Vehicle Return Default"”), and the Vehicle is not redesignated as a Non-Program Vehicle in accordance with Section 2.7, then the Lessor at its option may: (i) proceed by appropriate court action or actions, either at law or equity, to enforce performance by such the Lessee of such covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 18.5 as it relates to such Vehicle; or (ii) by notice in writing to such the Lessee following the occurrence of such Vehicle Return Default, terminate the Agreement with respect to such Vehicle and/or the right of possession hereunder of such the Lessee with respect to such Vehicle and the Lessor may direct delivery by such the Lessee or the Guarantor of documents of title to such Vehicle, whereupon all rights and interests of such the Lessee and the Guarantor to such Vehicle will cease and terminate (but such the Lessee and the Guarantor will remain liable hereunder as herein provided, ; provided, however, that their its liability will be calculated in accordance with Section 18.5 as it relates to such Vehicle); and thereupon the Lessor or its agents or assignees may peaceably enter upon the premises of such the Lessee or other premises where the such Vehicle may be located (including, without limitation, the premises of any Permitted Sublessee) and take possession of it and thenceforth hold, possess and enjoy the same free from any right of such the Lessee or the Guarantor or their its successors or assigns to use such Vehicle for any purpose whatsoever and the Lessor will nevertheless have a right to recover from such the Lessee or the Guarantor any and all amounts which, under the terms of this Agreement may then be due. The Lessor will provide such the Lessee with written notice of the place and time of the sale of such Vehicle at least five (5) days prior to the proposed sale, which sale shall be deemed commercially reasonable and such the Lessee may purchase the Vehicle at such sale; or (iii) hold, keep idle or lease to others such Vehicle, as the Lessor in its sole discretion may determine, free and clear of any rights of such the Lessee without any duty to account to such the Lessee with respect to such action or inaction or for any proceeds with respect to such action or inaction except that such the Lessee's ’s obligation to pay Monthly Base Rent for periods commencing after such the Lessee shall have been deprived of the use of such Vehicle pursuant to this clause (iii) shall be reduced by the net proceeds, if any, received by the Lessor from leasing such Vehicle to any person other than such the Lessee for the same period or any portion thereof; or (iv) whether or not the Lessor shall have exercised or shall thereafter exercise any of the rights under the foregoing clauses (i), (ii) or (iii), demand by written notice to such the Lessee that such the Lessee pay to the Lessor immediately, and such the Lessee shall so pay to the Lessor as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent due through the Payment Date with respect to the Related Month during which such Vehicle is rejected by the Manufacturer or otherwise is not returned to the Manufacturer or on the date such the Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle pursuant to Section 3.1 or 2.6(b) 2.6 hereof, any Supplemental Rent then accrued and unpaid plus whichever of the following amounts the Lessor, in its sole discretion shall specify in such notice: (1) an amount equal to the excess, if any, of the Termination Value for such Vehicle over the Market Value of such Vehicle as of (a) the date such Vehicle (if such Vehicle is a Program Vehicle) is rejected by a Manufacturer for not meeting its Manufacturer Program's ’s Vehicle Turn-In Condition guidelines, or (b) the date such the Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) 2.6 hereof; or (2) an amount equal to the Termination Value for such Vehicle as of (a) the date such Vehicle is rejected by a Manufacturer for not meeting its Manufacturer Program's ’s Vehicle Turn-In Condition guidelines (if such Vehicle is a Program Vehicle), or (b) the date such the Lessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section 3.1 or 2.6(b) 2.6 hereof, in which event (x) the Lessor shall cause title to such Vehicle to be transferred to such the Lessee, (y) such the Lessee shall be entitled to any physical damage insurance proceeds applicable to such Vehicle, and (z) the Administrator shall request the Trustee to cause its Lien to be removed from the Certificate of Title for such Vehicle. (v) If if the Lessor shall have sold any Vehicle pursuant to clause (ii) above, the Lessor in lieu of exercising its rights under clause (iv) above with respect to such Vehicle may, if it shall so elect, demand that the relevant Lessee of such Vehicle pay to the Lessor and such the Lessee shall pay to the Lessor on the date of such sale as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent and Supplemental Rent due through such date of sale plus the amount of any deficiency between the net proceeds of such sale and the Termination Value of such Vehicle computed as of the date of the sale.

Vehicle Return Default. If any Lessee Sublessee fails to comply with the provisions of (a) Section SECTION 13.2 hereof with respect to any Vehicle leased subleased by such Lessee Sublessee hereunder or (b) Section SECTION 3.1 with respect to returning any Program Vehicles leased subleased by such Lessee Sublessee hereunder to the related Manufacturer not later than the end of the Maximum Term (each, a "Vehicle Return DefaultVEHICLE RETURN DEFAULT"), and the Vehicle is has not been redesignated by the Sublessor as a Non-Program Vehicle in accordance with Section 2.7Vehicle, then the Lessor Sublessor at its option may: (i) proceed by appropriate court action or actions, either at law or equity, to enforce performance by such Lessee Sublessee of such covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section SECTION 18.5 as it relates to such Vehicle; or (ii) by notice in writing to such Lessee Sublessee following the occurrence of such Vehicle Return Default, terminate the this Agreement with respect to such Vehicle and/or the right of possession hereunder of such Lessee Sublessee with respect to such Vehicle Vehicle, and the Lessor Sublessor may direct delivery by such Lessee or the Guarantor Sublessee of any documents of title to such VehicleVehicle in the Sublessee's possession, whereupon all rights and interests of such Lessee and the Guarantor Sublessee to such Vehicle will cease and terminate (but such Lessee and the Guarantor Sublessee will remain liable hereunder as herein provided, providedPROVIDED, howeverHOWEVER, that their its liability will be calculated in accordance with Section SECTION 18.5 as it relates to such Vehicle); and thereupon the Lessor Sublessor or its agents may peaceably enter upon the premises of such Lessee Sublessee or other premises where the Vehicle may be located and take possession of it and thenceforth hold, possess and enjoy the same free from any right of such Lessee or the Guarantor Sublessee or their successors or assigns to use such Vehicle for any purpose whatsoever and the Lessor Sublessor will nevertheless have a right to recover from such Lessee or the Guarantor Sublessee any and all amounts which, under the terms of this Agreement may then be due. The Lessor Sublessor will provide such Lessee Sublessee with written notice of the place and time of the sale of such Vehicle at least five days prior to the proposed sale, which sale shall be deemed commercially reasonable and such Lessee Sublessee may purchase the Vehicle at such sale; or (iii) hold, keep idle or lease sublease to others such Vehicle, as the Lessor Sublessor in its sole discretion may determine, free and clear of any rights of such Lessee Sublessee without any duty to account to such Lessee Sublessee with respect to such action or inaction or for any proceeds with respect to such action or inaction except that such LesseeSublessee's obligation to pay Monthly Base Sublease Rent for periods commencing after such Lessee Sublessee shall have been deprived of the use of such Vehicle pursuant to this clause CLAUSE (iii) shall be reduced by the net proceeds, if any, received by the Lessor Sublessor from leasing subleasing such Vehicle to any person other than such Lessee Sublessee for the same period or any portion thereof; or (iv) whether or not the Lessor Sublessor shall have exercised or shall thereafter exercise any of the rights under the foregoing clauses CLAUSES (i), (ii) or (iii), demand by written notice to such Lessee Sublessee that such Lessee Sublessee pay to the Lessor Sublessor immediately, and such Lessee Sublessee shall so pay to the Lessor Sublessor as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Sublease Rent due through the Payment Date with respect to the Related Month during which such Vehicle is rejected by the Manufacturer or otherwise is not returned to the Manufacturer or on the date such Lessee Sublessee is required to, but does not, sell, return or otherwise dispose of such Vehicle pursuant to Section SECTION 3.1 or 2.6(b) hereof, any Supplemental Rent then accrued and unpaid plus hereof PLUS whichever of the following amounts the LessorSublessor, in its sole discretion discretion, shall specify in such notice: (1) an amount equal to the excess, if any, of the Termination Value for such Vehicle over the Market Value of such Vehicle as of (a) the date such Vehicle (if such Vehicle is a Program Vehicle) is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines, or (b) the date such Lessee Sublessee is required to, but does not, sell, not return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section SECTION 3.1 or 2.6(b) hereof; or (2) an amount equal to the Termination Value for such Vehicle as of (a) the date such Vehicle is rejected by a Manufacturer for not meeting its Manufacturer Program's Vehicle Turn-In Condition guidelines (if such Vehicle is a Program Vehicle), or (b) the date such Lessee Sublessee is required to, but does not, sell, return or otherwise dispose of such Vehicle (if such Vehicle is a Non-Program Vehicle) pursuant to Section SECTION 3.1 or 2.6(b) hereof, in which event (x) the Lessor Sublessor shall cause title to such Vehicle to be transferred to such LesseeSublessee, (y) such Lessee Sublessee shall be entitled to any physical damage insurance proceeds applicable to such Vehicle, and (z) the Administrator shall request the Trustee to cause its Lien to be removed from the Certificate of Title for such Vehicle. (v) If the Lessor shall have sold any Vehicle pursuant to clause (ii) above, the Lessor in lieu of exercising its rights under clause (iv) above with respect to such Vehicle may, if it shall so elect, demand that the relevant Lessee of such Vehicle pay to the Lessor and such Lessee shall pay to the Lessor on the date of such sale as liquidated damages for loss of a bargain and not as a penalty, any unpaid Monthly Base Rent and Supplemental Rent due through such date of sale plus the amount of any deficiency between the net proceeds of such sale and the Termination Value of such Vehicle computed as of the date of the sale.