TRAC Lease. A Retail Lease that provides for a TRAC Payment by the lessee at the expiration of the lease term pursuant to a provision in the lease that provides in substance that, at the end of the term of the lease, after the application of the proceeds of the sale of the Financed Vehicle (whether such sale is to the lessee, an Affiliate of the lessor or another Person) the lessee will be obligated to pay the lessor the excess of the TRAC Payment over the sale proceeds or the lessor will be obligated to pay the lessee the excess of the sale proceeds over the TRAC Payment.
TRAC Lease. Sellers have made available to Buyer current, correct and complete copies of all TRAC Leases and all amendments, modifications, renewals and addenda to such TRAC Leases. Each Seller has valid and effective TRAC Leases relating to all of the TRAC Lease Transportation Equipment which it purports to lease as lessee as of the date hereof as set forth on Exhibit A-3 hereto and, as of the Closing Date, will have valid and effective leasehold interests pursuant to the relevant TRAC Leases to all of the TRAC Lease Transportation Equipment listed on the Closing List. Except as set forth in Section 3.4.2 of the Sellers Disclosure Schedule, each TRAC Lease is valid, binding and enforceable in accordance with its terms (except as enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to creditors' rights generally and to general principles of equity), and is in full force and effect; there are no existing material defaults thereunder; no event of default has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default thereunder. Except as set forth in Section 3.4.2 of the Sellers Disclosure Schedule and except for TRAC Leases and the Customer Equipment Leases and liens that a lessee is required to discharge, all such TRAC Lease Transportation Equipment is free and clear of all title defects, liens, claims, charges, security interests or other encumbrances of any nature whatsoever including, without limitation, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, has been duly registered and licensed by appropriate governmental authorities, which registration is in full force and effect, and all registration and license fees due and payable relating to the TRAC Lease Transportation Equipment have been paid, and each unit of TRAC Lease Transportation Equipment has a valid license plate, registration, and certificate of title corresponding to such unit of TRAC Lease Transportation Equipment. Exhibit A-3 contains, and the Closing List as of the Closing Date will contain, a fair, complete and accurate list of all TRAC Lease Transportation Equipment and TRAC Leases and a fair, complete and accurate description of the information disclosed under the categories addressed therein. Except as specifically identified in Section 3.4....
TRAC Lease. A Lease with a clause that provides for a last contractual payment adjustment to the lease obligation. Such a Lease shall provide that at lease-end, the lessor sells the vehicle, and any gain over the assumed residual is returned to the lessee as a rent reduction. In addition, if the vehicle is sold for less than the assumed residual, the lessee pays the difference between the sales price and the assumed residual value.
