Common use of Certain Other Payments Clause in Contracts

Certain Other Payments. Each Lessee shall cause all Disposition Proceeds, Repurchase Payments, Guaranteed Payments and Incentive Payments payable in respect of Acquired Vehicles leased by it under this Operating Lease, to be paid directly to the Master Collateral Agent for the benefit of the Trustee. The Servicer and the Lessees each agree that in the event that the Servicer or a Lessee shall receive directly any such payment, including cash, securities, obligations or other property, the Servicer or such Lessee, as the case may be, shall accept the same as the Master Collateral Agent’s agent and shall hold the same in trust on behalf of and for the benefit of the Master Collateral Agent, and shall deposit the same, within two (2) Business Days after receipt thereof, into the Master Collateral Account in the same form received, with the endorsement of the Servicer or such Lessee, as the case may be, when necessary or appropriate. For purposes of the payment of Rent and other payments for any Related Month as described above in this Annex, such Rent and other payments will net out the amount of Incentive Payments received by the Master Collateral Agent into the Master Collateral Account during such Related Month, but only to the extent that the aggregate amount of Disposition Proceeds, Repurchase Payments, Guaranteed Payments and Incentive Payments received during such Related Month on Acquired Vehicles disposed of under a Vehicle Disposition Program, as applicable, from the sale or other disposition of such Acquired Vehicle is at least equal to the aggregate Net Book Values of such Acquired Vehicles calculated as of the applicable Vehicle Lease Expiration Date.

Certain Other Payments. Each Lessee shall cause all Disposition Proceeds, Repurchase Payments, Guaranteed Payments and Incentive Payments payable in respect of Acquired Vehicles leased by it under this Operating Lease, to be paid directly to the Master Collateral Agent for the benefit of the TrusteeBeneficiaries. The Servicer and the Lessees each agree that in the event that the Servicer or a Lessee shall receive directly any such payment, including cash, securities, obligations or other property, the Servicer or such Lessee, as the case may be, shall accept the same as the Master Collateral Agent’s agent and shall hold the same in trust on behalf of and for the benefit of the Master Collateral Agent, and shall deposit the same, within two (2) Business Days after receipt thereof, into the Master Collateral Account in the same form received, with the endorsement of the Servicer or such Lessee, as the case may be, when necessary or appropriate. For purposes of the payment of Rent and other payments for any Related Month as described above in this Annex, such Rent and other payments will net out the amount of certain Incentive Payments payable for the benefit of the Lessee in respect of costs and expenses of the Lessee in connection with the leasing of the related Program Vehicle (including, without limitation, any “in-service retention bonus” and any compensation for leasing expenses in respect of Vehicles delivered to the Manufacturer and unsold at Auction) received by the Master Collateral Agent into the Master Collateral Account during such Related Month, but only to the extent that the aggregate amount of Disposition Proceeds, Repurchase Payments, Guaranteed Payments and Incentive Payments received during such Related Month on Acquired Vehicles disposed of under a Vehicle Disposition Program, as applicable, from the sale or other disposition of such Acquired Vehicle is at least equal to the aggregate Net Book Values of such Acquired Vehicles calculated as of the applicable Vehicle Lease Expiration Date.

Certain Other Payments. Each Lessee shall cause all Disposition Proceeds, Repurchase Payments, Guaranteed Payments and Incentive Payments payable in respect of Acquired Vehicles leased by it under this Operating Lease, to be paid directly to the Master Collateral Agent for the benefit of the TrusteeBeneficiaries. The Servicer and the Lessees each agree that in the event that the Servicer or a Lessee shall receive directly any such payment, including cash, securities, obligations or other property, the Servicer or such Lessee, as the case may be, shall accept the same as the Master Collateral Agent’s agent and shall hold the same in trust on behalf of and for the benefit of the Master Collateral Agent, and shall deposit the same, within two (2) Business Days after receipt thereof, into the Master Collateral Account in the same form received, with the endorsement of the Servicer or such Lessee, as the case may be, when necessary or appropriate. For purposes of the payment of Rent and other payments for any Related Month as described above in this Annex, such Rent and other payments will net out the amount of Incentive Payments received by the Master Collateral Agent into the Master Collateral Account during such Related Month, but only to the extent that the aggregate amount of Disposition Proceeds, Repurchase Payments, Guaranteed Payments and Incentive Payments received during such Related Month on Acquired Vehicles disposed of under a Vehicle Disposition Program, as applicable, from the sale or other disposition of such Acquired Vehicle is at least equal to the aggregate Net Book Values of such Acquired Vehicles calculated as of the applicable Vehicle Lease Expiration Date.