Vehicle Use. So long as no Lease Event of Default, Liquidation Event or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee may use Group II Vehicles leased hereunder in the regular course of business of such Lessee. Such use shall be confined primarily to the United States, with limited use in Canada and Mexico; provided, however, that the principal place of business or rental office of such Lessee with respect to the Group II Vehicles is located in the United States. The relevant Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Group II Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien in any applicable jurisdiction. Each Lessee may, at the relevant Lessee's sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no change of location shall be undertaken unless and until (i) all actions necessary to maintain the Lien of the Trustee on such Group II Vehicles and the related Certificates of Title shall have been taken and (ii) all legal requirements applicable to such Group II Vehicles shall have been met or obtained. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Manufacturer Event of Default, and upon the Lessor's request, the relevant Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee as of such date are principally located. The Lessee shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee shall use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee shall comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall take reasonable steps to ensure that drivers of such Group II Vehicles are duly licensed to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its own expense, such Vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Trustee or any authorized representative of the Lessor or the Trustee may during reasonable business hours from time to time, without disruption of each Lessee's business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Vehicle Use. So long as no Lease Event of Default, Liquidation Event or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such The Lessee may use Group II Vehicles leased hereunder in the its regular course of business and the Lessee’s and its subsidiaries’ employees may use Vehicles leased hereunder in their personal or professional capacities, subject to Sections 2.5 and 17 hereof and Section 9.2 of such Lesseethe Base Indenture. Such use shall be confined primarily to the United States, with limited use in Canada and Mexico; provided, however, provided that the principal place of business or rental office of such the Lessee with respect to the Group II Vehicles is located in the United States. The relevant Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as Subject to the Lessorpreceding sentence, the Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Group II Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien in any applicable jurisdiction. Each Lessee may, at the relevant Lessee's its sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no change of location shall be undertaken unless and until (i) all actions necessary to maintain the Lien of the Trustee on such Group II Vehicles and the related Certificates of Title shall have been taken and (ii) all legal requirements applicable to such Group II Vehicles shall have been met or obtained. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Manufacturer Event of Default, and upon the Lessor's request, the relevant Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee as of such date are principally located. The Lessee shall not knowingly use any Group II Vehicles, Vehicles or knowingly permit the same to be used, used for any unlawful purpose. Each The Lessee shall use reasonable precautions to prevent loss or damage to Group II Vehicles. Each The Lessee shall comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed to drive in accordance with applicable lawlicensed. Each The Lessee and the Lessor agree that each the Lessee shall perform, at its own expense, such Vehicle preparation and conditioning services with respect to Group II Vehicles purchased leased by the Lessor from the Manufacturers Lessee hereunder as are customary. The LessorLessor or the Trustee, the Trustee or any authorized representative of the Lessor or the Trustee Trustee, may during reasonable business hours from time to time, without disruption of each the Lessee's ’s business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be they are located. Group II In addition to its normal daily rental operations, the Lessee may sublet Vehicles to (A) Person(s) in the ordinary course of business, so long as (i) the sublease to such Person(s) is subject to the terms and conditions of this Agreement and expressly states that it is subordinate in all respects to this Agreement, (ii) the Vehicles being subleased are being used in such Person(s)’ daily rental car business and (iii) the aggregate Net Book Value of the Vehicles being subleased at any one time is less than ten percent of the aggregate Net Book Value of all Vehicles being leased hereunder may be subleased by the applicable Lessee under this Agreement at such time and (B) to any other wholly-owned subsidiary of the Lessee listed on Schedule 1 (including HERC), so long as (i) the sublease of such Vehicles to such wholly-owned subsidiary is subject to the terms and conditions of this Agreement and expressly states that it is subordinate in all respects to this Agreement and (ii) the Vehicles being subleased are being used in such wholly-owned subsidiary’s daily rental car business or added as a equipment rental business, or by such subsidiary’s employees in their personal or professional capacities. The sublease of any Vehicles permitted by this Section 7 shall not release the Lessee pursuant to Section 23 of from any obligations under this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: Vehicle Operating Lease and Servicing Agreement (Hertz Global Holdings Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to occurred, the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee Lessees may use Group II Vehicles leased hereunder in the regular course of business their respective businesses, including (subject to Section 25.6 hereof) subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessees’ businesses. Notwithstanding any such Lessee Agreement, the applicable Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents with respect to the Group VI Series of Notes (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). Each Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Group VI Series Supplement), the Master Servicer shall promptly specify to the Master Collateral Agent the allocation of such Lesseepayments among Financing Sources. Such Vehicle use shall be confined primarily to the United States, with limited use in Canada and Mexicooutside the United States; provided, however, that the principal place of business or rental office of such Lessee the Eligible Franchisee with respect to any Vehicles used outside the Group II Vehicles is United States shall be located in the United States. The relevant Each Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Master Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's ’s title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Master Collateral Agent’s Lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant such Lessee's ’s sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no After any such change of location location, the applicable Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title shall have been taken with respect to such Vehicles, and (ii) to meet or obtain all material legal requirements applicable to such Group II Vehicles shall have been met or obtainedVehicles. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Manufacturer Event of Default, and upon the Lessor's ’s request, the relevant each Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee Lessees shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee The Lessees shall and shall require the related Franchisees to use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee The Lessees shall or shall cause the related Franchisees to comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall or shall require such related Franchisees to take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed licensed. The Lessees shall or shall cause the related Franchisees to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its or their own expense, such Vehicle vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, without disruption of each the applicable Lessee's ’s or the related Franchisee’s business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: And Servicing Agreement (Dollar Thrifty Automotive Group Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to the relevant Lessee (subject, however, to Paragraph 7 of Annex ASection 2.6 hereof), such Lessee may use Group II Vehicles leased hereunder in the regular course of business of such Lessee. Such use shall be confined primarily to the United States, with limited use in Canada and Mexico; provided, however, that the principal place of business or rental office of such Lessee with respect to the Group II Vehicles is located in the United States. The relevant Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Group II Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Lien lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant Lessee's sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no change of location shall be undertaken unless and until (i) all actions necessary to maintain the Lien of the Trustee on such Group II Vehicles and the related Certificates of Title with respect to such Vehicles shall have been taken and (ii) all legal requirements applicable to such Group II Vehicles shall have been met or obtained. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Manufacturer Event of Default, and upon the Lessor's request, the relevant Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee shall not knowingly use any Group II Vehicles, Vehicles or knowingly permit the same to be used, used for any unlawful purpose. Each Lessee shall use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee shall comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed to drive in accordance with applicable lawlicensed. Each Lessee and the Lessor agree that each Lessee shall perform, at its own expense, such Vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, Lessor or the Trustee or any authorized representative of the Lessor or the Trustee may during reasonable business hours from time to time, without disruption of each Lessee's business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Each Lessee to shall not sublease any other Vehicles, nor shall such Lessee listed on Schedule 1 to this Agreement assign any right or added as a Lessee pursuant to Section 23 of this Agreementinterest herein or in any Vehicles; provided, however, that neither the original Lessee nor foregoing shall not be deemed to prohibit the Guarantor shall be released Lessees from any renting Vehicles to third party customers in the ordinary course of its obligations in respect of any Group II Vehicle so subleasedtheir car rental businesses.
Appears in 1 contract
Vehicle Use. So long as no Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect (or any similar event under any Supplement to the relevant Lessee (subjectBase Indenture relating to a Group III Series of Notes) has occurred, however, to Paragraph 7 of Annex A), such Lessee the Lessees may use Group II Vehicles leased hereunder in the regular course of business their respective businesses, including subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessees' businesses. Notwithstanding any such Lessee Agreement, the applicable Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). Each Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default [(or any similar event under any Supplement to the Base Indenture relating to a Group III Series of Notes)], the Master Servicer shall promptly specify to the Master Collateral Agent the allocation of such Lesseepayments among Financing Sources. Such Vehicle use shall be confined primarily to the United States, with limited use in Canada and Mexicooutside the United States; provided, however, that the principal place of business or rental office of such Lessee the Eligible Franchisee with respect to any Vehicles used outside the Group II Vehicles is United States shall be located in the United States. The relevant Each Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Master Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the TrusteeMaster Collateral Agent's Lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant such Lessee's sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no After any such change of location location, the applicable Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title shall have been taken with respect to such Vehicles, and (ii) to meet or obtain all material legal requirements applicable to such Group II Vehicles shall have been met or obtainedVehicles. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Default or Manufacturer Event of Default, and upon the Lessor's request, the relevant each Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee Lessees shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee The Lessees shall and shall require the related Franchisees to use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee The Lessees shall or shall cause the related Franchisees to comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall or shall require such related Franchisees to take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed licensed. The Lessees shall or shall cause the related Franchisees to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its or their own expense, such Vehicle vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, without disruption of each the applicable Lessee's or the related Franchisee's business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: Vehicle Lease and Servicing Agreement (Dollar Thrifty Automotive Group Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Group IV Series Supplement) has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to occurred, the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee Lessees may use Group II Vehicles leased hereunder in the regular course of business their respective businesses, including subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessees’ businesses. Notwithstanding any such Lessee Agreement, the applicable Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). Each Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Group IV Series Supplement), the Master Servicer shall promptly specify to the Master Collateral Agent the allocation of such Lesseepayments among Financing Sources. Such Vehicle use shall be confined primarily to the United States, with limited use in Canada and Mexicooutside the United States; provided, however, that the principal place of business or rental office of such Lessee the Eligible Franchisee with respect to any Vehicles used outside the Group II Vehicles is United States shall be located in the United States. The relevant Each Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Master Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's ’s title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Master Collateral Agent’s Lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant such Lessee's ’s sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no After any such change of location location, the applicable Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title shall have been taken with respect to such Vehicles, and (ii) to meet or obtain all material legal requirements applicable to such Group II Vehicles shall have been met or obtainedVehicles. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Default or Manufacturer Event of Default, and upon the Lessor's ’s request, the relevant each Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee Lessees shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee The Lessees shall and shall require the related Franchisees to use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee The Lessees shall or shall cause the related Franchisees to comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall or shall require such related Franchisees to take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed licensed. The Lessees shall or shall cause the related Franchisees to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its or their own expense, such Vehicle vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, without disruption of each the applicable Lessee's ’s or the related Franchisee’s business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: Master Motor Vehicle Lease (Dollar Thrifty Automotive Group Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Group III Series Supplement) has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to occurred, the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee Lessees may use Group II Vehicles leased hereunder in the regular course of business their respective businesses, including subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessees’ businesses. Notwithstanding any such Lessee Agreement, the applicable Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). Each Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Group III Series Supplement), the Master Servicer shall promptly specify to the Master Collateral Agent the allocation of such Lesseepayments among Financing Sources. Such Vehicle use shall be confined primarily to the United States, with limited use in Canada and Mexicooutside the United States; provided, however, that the principal place of business or rental office of such Lessee the Eligible Franchisee with respect to any Vehicles used outside the Group II Vehicles is United States shall be located in the United States. The relevant Each Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Master Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's ’s title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Master Collateral Agent’s Lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant such Lessee's ’s sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no After any such change of location location, the applicable Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title shall have been taken with respect to such Vehicles, and (ii) to meet or obtain all material legal requirements applicable to such Group II Vehicles shall have been met or obtainedVehicles. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Default or Manufacturer Event of Default, and upon the Lessor's ’s request, the relevant each Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee Lessees shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee The Lessees shall and shall require the related Franchisees to use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee The Lessees shall or shall cause the related Franchisees to comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall or shall require such related Franchisees to take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed licensed. The Lessees shall or shall cause the related Franchisees to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its or their own expense, such Vehicle vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, without disruption of each the applicable Lessee's ’s or the related Franchisee’s business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: Master Motor Vehicle Lease (Dollar Thrifty Automotive Group Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event or Limited Liquidation Event of Default has occurred and so long as no The Lessee Partial Wind-Down Event has occurred with respect to the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee may shall use Group II Vehicles leased hereunder solely for the Lessee's domestic daily rental car operations; provided that the Lessee may, from time to time, sublease Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the regular ordinary course of the Lessee's business and such Eligible Franchisees shall rent Vehicles subleased by it to consumers in the ordinary course of such Lessee. Such use shall be confined primarily to the United States, with limited use in Canada and Mexico; providedEligible Franchisee's domestic daily rental car operations (provided further, however, that the principal place aggregate Net Book Value of business all Vehicles subject to Subleases on any day shall not exceed an amount equal to (a) 5` of the aggregate Net Book Value of all Vehicles leased under the Lease on such day, or rental office (b) such greater amount as each Rating Agency shall have confirmed in writing will not result in the reduction or withdrawal of the then current rating of any outstanding Series of Notes). Notwithstanding any such Lessee with respect Agreement, the Lessee shall remain fully liable for its obligations under this Agreement and the other Related Documents (including any obligation hereunder or thereunder that it may cause any Eligible Franchisee to the Group II Vehicles is located in the United Statesperform or fulfill). The relevant Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such the Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the TrusteeMaster Collateral Agent's Lien lien on the Group II Vehicles and as noted on the related Certificates of Title (other than recordation of the Lien of the Master Collateral Agent on the Certificates of Title for the Initial Vehicles) as a perfected first Lien first-priority lien in any applicable jurisdiction. Each The Lessee may, at the relevant Lessee's sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no Within 60 days after any such change of location location, the Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the perfected first-priority Lien of the Master Collateral Agent on such Vehicles as noted on the Certificates of Title with respect to such Vehicles (other than recordation of the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title for the Initial Vehicles) and the Lessor shall have been taken cooperate to the extent required for the Lessee to do so, and (ii) to meet all material legal requirements applicable to such Group II Vehicles shall have been met or obtainedVehicles. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Default or Manufacturer Event of Default, and upon the Lessor's request, the relevant Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each The Lessee shall and shall require the Franchisees to use reasonable precautions to prevent loss or damage to Group II Vehicles. Each The Lessee shall or shall cause the Franchisees to comply in all material respects with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall and shall require the Franchisees to take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed to drive in accordance with applicable lawlicensed. Each Lessee and the Lessor agree that each The Lessee shall or shall cause the Franchisees to perform, at its their own expense, such Vehicle vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, upon reasonable prior notice, without disruption of each the Lessee's business, or the Franchisees' business and subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: Master Motor Vehicle Lease and Servicing Agreement (Republic Industries Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Group II Series Supplement) has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to occurred, the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee Lessees may use Group II Vehicles leased hereunder in the regular course of business their respective businesses, including subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessees’ businesses. Notwithstanding any such Lessee Agreement, the applicable Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). Each Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Group II Series Supplement), the Master Servicer shall promptly specify to the Master Collateral Agent the allocation of such Lesseepayments among Financing Sources. Such Vehicle use shall be confined primarily to the United States, with limited use in Canada and Mexicooutside the United States; provided, however, that the principal place of business or rental office of such Lessee the Eligible Franchisee with respect to any Vehicles used outside the Group II Vehicles is United States shall be located in the United States. The relevant Each Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Master Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's ’s title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Master Collateral Agent’s Lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant such Lessee's ’s sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no After any such change of location location, the applicable Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title shall have been taken with respect to such Vehicles, and (ii) to meet or obtain all material legal requirements applicable to such Group II Vehicles shall have been met or obtainedVehicles. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Default or Manufacturer Event of Default, and upon the Lessor's ’s request, the relevant each Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee Lessees shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee The Lessees shall and shall require the related Franchisees to use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee The Lessees shall or shall cause the related Franchisees to comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall or shall require such related Franchisees to take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed licensed. The Lessees shall or shall cause the related Franchisees to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its or their own expense, such Vehicle vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, without disruption of each the applicable Lessee's ’s or the related Franchisee’s business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: Master Motor Vehicle Lease (Dollar Thrifty Automotive Group Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event Default or Limited Liquidation Event of Default with respect to any Group IV Series of Notes has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee may use Group II IV Vehicles leased hereunder in the regular course of business of such Lessee. Such use shall be confined primarily to the states of the United States, with limited use in Canada and Mexico; provided, however, that the principal place of business or rental office of such Lessee with respect to the Group II IV Vehicles is located in the United States. The relevant Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Group II IV Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Lien on the Group II IV Vehicles and the related Certificates of Title as a perfected first Lien in any applicable jurisdiction. Each Lessee may, at the relevant Lessee's sole expense, change the place of principal location of any Group II IV Vehicles. Notwithstanding the foregoing, no change of location shall be undertaken unless and until (i) all actions necessary to maintain the Lien of the Trustee on such Group II IV Vehicles and the related Certificates of Title shall have been taken and (ii) all legal requirements applicable to such Group II IV Vehicles shall have been met or obtained. Following a Lease Event of Default, Lessee Partial Wind-Down Event, Limited Liquidation Event of Default with respect to any Group IV Series of Notes or, with respect to the Group II IV Repurchase Vehicles, a Manufacturer Event of Default, and upon the Lessor's request, the relevant Lessee shall advise the Lessor in writing where all Group II IV Vehicles leased by such Lessee as of such date are principally located. The Lessee shall not knowingly use any Group II IV Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee shall use reasonable precautions to prevent loss or damage to Group II IV Vehicles. Each Lessee shall comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II IV Vehicles and shall take reasonable steps to ensure that drivers of such Group II IV Vehicles are duly licensed to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its own expense, such Vehicle preparation and conditioning services with respect to Group II IV Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Trustee or any authorized representative of the Lessor or the Trustee may during reasonable business hours from time to time, without disruption of each Lessee's business, subject to applicable law, inspect Group II IV Vehicles and registration certificates, Certificates of Title and related documents covering Group II IV Vehicles wherever the same shall be located. Group II IV Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II IV Vehicle so subleased.
Appears in 1 contract
Vehicle Use. So long as no Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to occurred, the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee Lessees may use Group II Vehicles leased hereunder in the regular course of business their respective businesses, including (subject to Section 25.6 hereof) subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessees’ businesses. Notwithstanding any such Lessee Agreement, the applicable Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents with respect to the Group VIII Series of Notes (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). Each Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Group VIII Series Supplement), the Master Servicer shall promptly specify to the Master Collateral Agent the allocation of such Lesseepayments among Financing Sources. Such Vehicle use shall be confined primarily to the United States, with limited use in Canada and Mexicooutside the United States; provided, however, that the principal place of business or rental office of such Lessee the Eligible Franchisee with respect to any Vehicles used outside the Group II Vehicles is United States shall be located in the United States. The relevant Each Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Master Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's ’s title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Master Collateral Agent’s Lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant such Lessee's ’s sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no After any such change of location location, the applicable Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title shall have been taken with respect to such Vehicles, and (ii) to meet or obtain all material legal requirements applicable to such Group II Vehicles shall have been met or obtainedVehicles. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Default or Manufacturer Event of Default, and upon the Lessor's ’s request, the relevant each Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee Lessees shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee The Lessees shall and shall require the related Franchisees to use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee The Lessees shall or shall cause the related Franchisees to comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall or shall require such related Franchisees to take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed licensed. The Lessees shall or shall cause the related Franchisees to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its or their own expense, such Vehicle vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, without disruption of each the applicable Lessee's ’s or the related Franchisee’s business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: Master Motor Vehicle Lease (Dollar Thrifty Automotive Group Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to the relevant Lessee (subject, however, to Paragraph 7 of Annex ASection 2.6 hereof), such Lessee may use Group II Vehicles leased hereunder in the regular course of business of such Lessee. Such use shall be confined primarily to the United States, with limited use in Canada and Mexico; provided, however, that the principal place of business or rental office of such Lessee with respect to the Group II Vehicles is located in the United States. The relevant Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Group II Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Lien lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant Lessee's sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no change of location shall be undertaken unless and until (i) all actions necessary to maintain the Lien of the Trustee on such Group II Vehicles and the related Certificates of Title with respect to such Vehicles shall have been taken and (ii) all legal requirements applicable to such Group II Vehicles shall have been met or obtained. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Event or Manufacturer Event of Default, and upon the Lessor's request, the relevant Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee shall not knowingly use any Group II Vehicles, Vehicles or knowingly permit the same to be used, used for any unlawful purpose. Each Lessee shall use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee shall comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed to drive in accordance with applicable lawlicensed. Each Lessee and the Lessor agree that each Lessee shall perform, at its own expense, such Vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, Lessor or the Trustee or any authorized representative of the Lessor or the Trustee may during reasonable business hours from time to time, without disruption of each Lessee's business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Each Lessee to shall not sublease any other Vehicles, nor shall such Lessee listed on Schedule 1 to this Agreement assign any right or added as a Lessee pursuant to Section 23 of this Agreementinterest herein or in any Vehicles; provided, however, that neither the original Lessee nor foregoing shall not be deemed to prohibit the Guarantor shall be released Lessees from any renting Vehicles to third party customers in the ordinary course of its obligations in respect of any Group II Vehicle so subleasedtheir car rental businesses.
Appears in 1 contract
Samples: Master Motor Vehicle Lease Agreement (Team Rental Group Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such The Lessee may use Group II Vehicles leased hereunder in the its regular course of business and the Lessee’s and its subsidiaries’ employees may use Vehicles leased hereunder in their personal or professional capacities, subject to Sections 2.5 and 17 hereof and Section 9.2 of such Lesseethe Base Indenture. Such use shall be confined primarily to the United States, with limited use in Canada and Mexico; provided, however, provided that the principal place of business or rental office of such the Lessee with respect to the Group II Vehicles is located in the United States. The relevant Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as Subject to the Lessorpreceding sentence, the Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Group II Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien in any applicable jurisdiction. Each Lessee may, at the relevant Lessee's its sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no change of location shall be undertaken unless and until (i) all actions necessary to maintain the Lien of the Trustee on such Group II Vehicles and the related Certificates of Title shall have been taken and (ii) all legal requirements applicable to such Group II Vehicles shall have been met or obtained. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Manufacturer Event of Default, and upon the Lessor's request, the relevant Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee as of such date are principally located. The Lessee shall not knowingly use any Group II Vehicles, Vehicles or knowingly permit the same to be used, used for any unlawful purpose. Each The Lessee shall use reasonable precautions to prevent loss or damage to Group II Vehicles. Each The Lessee shall comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed to drive in accordance with applicable lawlicensed. Each The Lessee and the Lessor agree that each the Lessee shall perform, at its own expense, such Vehicle preparation and conditioning services with respect to Group II Vehicles purchased leased by the Lessor from the Manufacturers Lessee hereunder as are customary. The LessorLessor or the Trustee, the Trustee or any authorized representative of the Lessor or the Trustee Trustee, may during reasonable business hours from time to time, without disruption of each the Lessee's ’s business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be they are located. Group II In addition to its normal daily rental operations, the Lessee may sublet Vehicles to (A) Person(s) in the ordinary course of business, so long as (i) the sublease to such Person(s) is subject to the terms and conditions of this Agreement, (ii) the Vehicles being subleased are being used in such Person(s)’ daily rental car business and (iii) the aggregate Net Book Value of the Vehicles being subleased at any one time is less than ten percent of the aggregate Net Book Value of all Vehicles being leased hereunder may be subleased by the applicable Lessee under this Agreement at such time, and (B) to any other wholly-owned subsidiary of the Lessee listed on Schedule 1 (including HERC), so long as (i) the sublease of such Vehicles to such wholly-owned subsidiary is subject to the terms and conditions of this Agreement and expressly states that it is subordinate in all respects to this Agreement and (ii) the Vehicles being subleased are being used in such wholly-owned subsidiary’s daily rental car business or added as a equipment rental business, or by such subsidiary’s employees in their personal or professional capacities. The sublease of any Vehicles permitted by this Section 7 shall not release the Lessee pursuant to Section 23 of from any obligations under this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: Vehicle Operating Lease and Servicing Agreement (Hertz Global Holdings Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect (or any similar event under any Supplement to the relevant Lessee (subjectBase Indenture relating to a Group IV Series of Notes) has occurred, however, to Paragraph 7 of Annex A), such Lessee the Lessees may use Group II Vehicles leased hereunder in the regular course of business their respective businesses, including subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessees’ businesses. Notwithstanding any such Lessee Agreement, the applicable Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). Each Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Supplement to the Base Indenture relating to a Group IV Series of Notes), the Master Servicer shall promptly specify to the Master Collateral Agent the allocation of such Lesseepayments among Financing Sources. Such Vehicle use shall be confined primarily to the United States, with limited use in Canada and Mexicooutside the United States; provided, however, that the principal place of business or rental office of such Lessee the Eligible Franchisee with respect to any Vehicles used outside the Group II Vehicles is United States shall be located in the United States. The relevant Each Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Master Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's ’s title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Master Collateral Agent’s Lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant such Lessee's ’s sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no After any such change of location location, the applicable Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title shall have been taken with respect to such Vehicles, and (ii) to meet or obtain all material legal requirements applicable to such Group II Vehicles shall have been met or obtainedVehicles. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Default or Manufacturer Event of Default, and upon the Lessor's ’s request, the relevant each Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee Lessees shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee The Lessees shall and shall require the related Franchisees to use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee The Lessees shall or shall cause the related Franchisees to comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall or shall require such related Franchisees to take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed licensed. The Lessees shall or shall cause the related Franchisees to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its or their own expense, such Vehicle vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, without disruption of each the applicable Lessee's ’s or the related Franchisee’s business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: Master Motor Vehicle Lease and Servicing Agreement (Dollar Thrifty Automotive Group Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to occurred, the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee Lessees may use Group II Vehicles leased hereunder in the regular course of business their respective businesses, including (subject to Section 25.6 hereof) subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessees’ businesses. Notwithstanding any such Lessee Agreement, the applicable Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents with respect to the Group VII Series of Notes (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). Each Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Group VII Series Supplement), the Master Servicer shall promptly specify to the Master Collateral Agent the allocation of such Lesseepayments among Financing Sources. Such Vehicle use shall be confined primarily to the United States, with limited use in Canada and Mexicooutside the United States; provided, however, that the principal place of business or rental office of such Lessee the Eligible Franchisee with respect to any Vehicles used outside the Group II Vehicles is United States shall be located in the United States. The relevant Each Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Master Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's ’s title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Master Collateral Agent’s Lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant such Lessee's ’s sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no After any such change of location location, the applicable Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title shall have been taken with respect to such Vehicles, and (ii) to meet or obtain all material legal requirements applicable to such Group II Vehicles shall have been met or obtainedVehicles. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Default or Manufacturer Event of Default, and upon the Lessor's ’s request, the relevant each Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee Lessees shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee The Lessees shall and shall require the related Franchisees to use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee The Lessees shall or shall cause the related Franchisees to comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall or shall require such related Franchisees to take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed licensed. The Lessees shall or shall cause the related Franchisees to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its or their own expense, such Vehicle vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, without disruption of each the applicable Lessee's ’s or the related Franchisee’s business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: And Servicing Agreement (Dollar Thrifty Automotive Group Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to occurred, the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee Lessees may use Group II Vehicles leased hereunder in the regular course of business their respective businesses, including subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessees’ businesses. Notwithstanding any such Lessee Agreement, the applicable Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents with respect to the Group V Series of Notes (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). Each Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Group V Series Supplement), the Master Servicer shall promptly specify to the Master Collateral Agent the allocation of such Lesseepayments among Financing Sources. Such Vehicle use shall be confined primarily to the United States, with limited use in Canada and Mexicooutside the United States; provided, however, that the principal place of business or rental office of such Lessee the Eligible Franchisee with respect to any Vehicles used outside the Group II Vehicles is United States shall be located in the United States. The relevant Each Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Master Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's ’s title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee's Master Collateral Agent’s Lien on the Group II Vehicles and the related Certificates of Title as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant such Lessee's ’s sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no After any such change of location location, the applicable Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title shall have been taken with respect to such Vehicles, and (ii) to meet or obtain all material legal requirements applicable to such Group II Vehicles shall have been met or obtainedVehicles. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Default or Manufacturer Event of Default, and upon the Lessor's ’s request, the relevant each Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee Lessees shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee The Lessees shall and shall require the related Franchisees to use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee The Lessees shall or shall cause the related Franchisees to comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall or shall require such related Franchisees to take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed licensed. The Lessees shall or shall cause the related Franchisees to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its or their own expense, such Vehicle vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, without disruption of each the applicable Lessee's ’s or the related Franchisee’s business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: And Servicing Agreement (Dollar Thrifty Automotive Group Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to occurred, the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee Lessees may use Group II Vehicles leased hereunder in the regular course of business their respective businesses, including subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessee's business. Notwithstanding any such Lessee Agreement, the applicable Lessee shall remain fully liable for its obligations under this Agreement and the other Related Documents (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). Each Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, the Master Servicer shall promptly specify to the Master Collateral Agent the allocation of such Lesseepayments among Financing Sources. Such Vehicle use shall be confined primarily to the United States, with limited use in Canada and Mexicooutside the United States; provided, however, that the principal place of business or rental office of such Lessee the Eligible Franchisee with respect to any Vehicles used outside the Group II Vehicles is United States shall be located in the United States. The relevant Each Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Master Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the TrusteeMaster Collateral Agent's Lien on the Group II Vehicles and the related Certificates of Title (other than recordation of liens with respect to the Existing Fleet) as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant such Lessee's sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no After any such change of location location, the applicable Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title shall have been taken with respect to such Vehicles (other than recordation of liens with respect to the Existing Fleet), and (ii) to meet or obtain all material legal requirements applicable to such Group II Vehicles shall have been met or obtainedVehicles. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Default or Manufacturer Event of Default, and upon the Lessor's request, the relevant each Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee Lessees shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee The Lessees shall and shall require the related Franchisees to use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee The Lessees shall or shall cause the related Franchisees to comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall or shall require such related Franchisees to take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed licensed. The Lessees shall or shall cause the related Franchisees to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its or their own expense, such Vehicle vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, without disruption of each the applicable Lessee's or the related Franchisee's business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: Vehicle Lease and Servicing Agreement (Dollar Thrifty Automotive Group Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event or Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to occurred, the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee may use Group II Vehicles leased hereunder in the regular course of business of the Lessee, including, from time to time, subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessee's business. Such Notwithstanding any such Lessee Agreement, the Lessee shall remain fully liable for its obligations under this Agreement and the other Related Documents (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). The Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, the Servicer shall promptly specify to the Master Collateral Agent the allocation of such payments among Financing Sources. Vehicle use shall be confined primarily to the United States, with limited use in Canada and Mexicooutside the United States; provided, however, that the principal place of business or rental office of such Lessee the Eligible Franchisee with respect to any Vehicles used outside the Group II Vehicles is United States shall be located in the United States. The relevant Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such the Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the TrusteeMaster Collateral Agent's Lien lien on the Group II Vehicles and the related Certificates of Title (other than recordation of liens with respect to the Existing Fleet) as a perfected first Lien lien in any applicable jurisdiction. Each The Lessee may, at the relevant Lessee's sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no After any such change of location location, the Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title shall have been taken with respect to such Vehicles (other than recordation of liens with respect to the Existing Fleet), and (ii) to meet or obtain all material legal requirements applicable to such Group II Vehicles shall have been met or obtainedVehicles. Following a Lease Event of Default, Lessee Partial Wind-Down Event, or, with respect to the Group II Repurchase Vehicles, a Default or Manufacturer Event of Default, and upon the Lessor's request, the relevant Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessee shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each The Lessee shall and shall require the Franchisees to use reasonable precautions to prevent loss or damage to Group II Vehicles. Each The Lessee shall or shall cause the Franchisees to comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall or shall require the Franchisees to take reasonable steps to ensure that drivers of such Group II Vehicles operators are duly licensed to drive in accordance with applicable lawlicensed. Each Lessee and the Lessor agree that each The Lessee shall or shall cause the Franchisees to perform, at its or their own expense, such Vehicle vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, without disruption of each the Lessee's or the Franchisee's business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: Vehicle Lease and Servicing Agreement (Dollar Thrifty Automotive Group Inc)
Vehicle Use. So long as no Lease Event of Default, Liquidation Event of Default or Series 1998-1 Limited Liquidation Event of Default has occurred and so long as no Lessee Partial Wind-Down Event has occurred with respect to occurred, the relevant Lessee (subject, however, to Paragraph 7 of Annex A), such Lessee Lessees may use Group II Vehicles leased hereunder in the regular course of business their respective businesses, including subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessees' businesses. Notwithstanding any such Lessee Agreement, the applicable Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). Each Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Series 1998-1 Limited Liquidation Event of Default, the Master Servicer shall promptly specify to the Master Collateral Agent the allocation of such Lesseepayments among Financing Sources. Such Vehicle use shall be confined primarily to the United States, with limited use in Canada and Mexicooutside the United States; provided, however, that the principal place of business or rental office of such Lessee the Eligible Franchisee with respect to any Vehicles used outside the Group II Vehicles is United States shall be located in the United States. The relevant Each Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Master Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Group II Acquired Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the TrusteeMaster Collateral Agent's Lien on the Group II Vehicles and the related Certificates of Title (other than recordation of liens with respect to the Existing Fleet) as a perfected first Lien lien in any applicable jurisdiction. Each Lessee may, at the relevant such Lessee's sole expense, change the place of principal location of any Group II Vehicles. Notwithstanding the foregoing, no After any such change of location location, the applicable Lessee shall be undertaken unless and until take all actions necessary (i) all actions necessary to maintain the Lien of the Trustee Master Collateral Agent on such Group II Vehicles and the related Certificates of Title shall have been taken with respect to such Vehicles (other than recordation of liens with respect to the Existing Fleet), and (ii) all legal requirements applicable to such Group II Vehicles shall have been met or obtained. Following a Lease Event of Default, Lessee Partial Wind-Down Event, meet or, with respect to the Group II Repurchase Vehicles, a Manufacturer Event of Default, and upon the Lessor's request, the relevant Lessee shall advise the Lessor in writing where all Group II Vehicles leased by such Lessee as of such date are principally located. The Lessee shall not knowingly use any Group II Vehicles, or knowingly permit the same to be used, for any unlawful purpose. Each Lessee shall use reasonable precautions to prevent loss or damage to Group II Vehicles. Each Lessee shall comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Group II Vehicles and shall take reasonable steps to ensure that drivers of such Group II Vehicles are duly licensed to drive in accordance with applicable law. Each Lessee and the Lessor agree that each Lessee shall perform, at its own expense, such Vehicle preparation and conditioning services with respect to Group II Vehicles purchased by the Lessor from the Manufacturers as are customary. The Lessor, the Trustee or any authorized representative of the Lessor or the Trustee may during reasonable business hours from time to time, without disruption of each Lessee's business, subject to applicable law, inspect Group II Vehicles and registration certificates, Certificates of Title and related documents covering Group II Vehicles wherever the same shall be located. Group II Vehicles leased hereunder may be subleased by the applicable Lessee to any other Lessee listed on Schedule 1 to this Agreement or added as a Lessee pursuant to Section 23 of this Agreement; provided, however, that neither the original Lessee nor the Guarantor shall be released from any of its obligations in respect of any Group II Vehicle so subleased.
Appears in 1 contract
Samples: Vehicle Lease and Servicing Agreement (Dollar Thrifty Automotive Group Inc)
