Common use of MANUFACTURER EVENTS OF DEFAULT Clause in Contracts

MANUFACTURER EVENTS OF DEFAULT. Upon the occurrence of any of the following events (each, a “Manufacturer Event of Default”) with respect to a Manufacturer, the Lessees on behalf of the Lessor shall (a) no longer place Vehicle Orders for additional Program Vehicles from such Manufacturer (each, a “Defaulting Manufacturer”), (b) no longer turn back Program Vehicles for repurchase under any Vehicle Disposition Program that is a repurchase program of a Defaulting Manufacturer, and (c) cancel any Vehicle Order with such Defaulting Manufacturer to which a vehicle identification number (a “VIN”) has not been assigned as of the date such Manufacturer Event of Default occurs: Section 18.1. The failure of such Manufacturer to pay Guaranteed Payments, Repurchase Payments and/or Incentive Payments due under, respectively, such Manufacturer’s Vehicle Disposition Programs and its incentive programs, in an aggregate amount in excess of $40,000,000 (net of amounts that are the subject of a good faith dispute, as evidenced in writing by either the applicable Lessee or the Manufacturer questioning the accuracy of the amounts paid or payable in respect of any such Vehicle Disposition Programs or incentive programs), which failure, in the case of each such Guaranteed Payment, Repurchase Payment and/or Incentive Payment included in such amount in excess of $40,000,000 continues for more than ninety (90) days following the Disposition Date for the related Vehicle. Section 18.2. The occurrence and continuance for a period of thirty (30) days of an Event of Bankruptcy with respect to such Manufacturer, and the Confirmation Condition is not satisfied; provided, that for the purposes of clauses (a) through (c) of Section 18, the Lessees and the Lessor agree to take (or refrain from taking) the actions specified in such clauses during the thirty (30) day period following such Event of Bankruptcy.

MANUFACTURER EVENTS OF DEFAULT. Upon the occurrence of any of the following events (each, a “"Manufacturer Event of Default”") with respect to a Manufacturerany Manufacturer (subject to the provisions of Section 21 hereof regarding Eligibility Waiver Events), the Lessees relevant Lessee on behalf of the Lessor shall (a) shall no longer place Vehicle Orders for additional Program Vehicles from such Manufacturer (each, a “"Defaulting Manufacturer”), ") and (b) no longer turn back Program Vehicles for repurchase under any Vehicle Disposition Program that is a repurchase program of a Defaulting Manufacturer, and (c) shall cancel any Vehicle Order with such Defaulting Manufacturer to which a vehicle identification number (a “VIN”) VIN has not been assigned as of the date such Manufacturer Event of Default occurs: Section 18.119.1. The failure of such Manufacturer to pay Guaranteed Payments, any amount when due pursuant to the related Repurchase Payments and/or Incentive Payments due under, respectively, Program with respect to a Vehicle turned in to such Manufacturer’s Vehicle Disposition Programs and its incentive programs; provided, however, that such failure continues for more than ninety (90) days following the Turnback Date such that the aggregate of any such amounts not paid are in an the aggregate amount in excess of $40,000,000 (2,000,000 net of amounts that are the subject of a good faith dispute, dispute as evidenced in writing by either a member of the applicable Lessee Group or the Manufacturer questioning the accuracy of the amounts paid or payable in respect of any such Vehicle Disposition Programs or incentive programs), which failure, in the case of each such Guaranteed Payment, certain Vehicles tendered for repurchase under a Repurchase Payment and/or Incentive Payment included in such amount in excess of $40,000,000 continues for more than ninety (90) days following the Disposition Date for the related VehicleProgram. 19.2. The termination of such Manufacturer's Repurchase Program (subject to the provisions of Section 18.221 hereof regarding Eligibility Waiver Events). 19.3. The occurrence and continuance for a period of thirty (30) days of an Event of Bankruptcy with respect to such Manufacturer. 19.4. Such Manufacturer is no longer an Eligible Manufacturer or the Repurchase Program of such Manufacturer shall no longer be an Eligible Repurchase Program (subject, and in each case, to the Confirmation Condition is not satisfied; provided, that for the purposes of clauses (a) through (c) provisions of Section 18, the Lessees and the Lessor agree to take (or refrain from taking) the actions specified in such clauses during the thirty (30) day period following such Event of Bankruptcy21 hereof regarding Eligibility Waiver Events).

MANUFACTURER EVENTS OF DEFAULT. LESSEE PARTIAL WIND-DOWN EVENTS. (a) Upon the occurrence of any of the following events (each, a “Manufacturer Event of Default”) Default with respect to a Manufacturer, the Lessees on behalf of the Lessor (a) shall no longer place Vehicle Orders for additional Vehicles from such Manufacturer (each, a "Defaulting Manufacturer"); provided that, if such Defaulting Manufacturer continues to be an Eligible Non-Program Manufacturer, then the Lessees may continue to place Vehicle Orders for Non-Program Vehicles with such Defaulting Manufacturer, and (b) shall cancel any Vehicle Order for Vehicles of such Defaulting Manufacturer to which a vehicle identification number (a "VIN") has not been assigned as of the date of such Manufacturer Event of Default (to the extent such Vehicle Order is cancelable, with or without penalty); provided that, if such Defaulting Manufacturer continues to be an Eligible Non-Program Manufacturer, then the Lessees shall not be required to cancel Vehicle Orders for Non-Program Vehicles of such Defaulting Manufacturer. (b) Upon the occurrence of any of the events described in Section 17.1.2, 17.1.3, 17.1.4, 17.1.5, 17.1.8 or 17.1.9 (a "Lessee Partial Wind-Down Event") with respect to any Lessee (such Lessee, the "Defaulting Lessee"), then such Defaulting Lessee shall (a) no longer place Vehicle Orders for additional Program Series 1997 Vehicles from such Manufacturer (each, a “Defaulting Manufacturer”), and (b) no longer turn back Program Vehicles shall cancel Vehicle Orders for repurchase under any Vehicle Disposition Program Series 1997 Vehicles; provided, however, that is if a repurchase program of a Defaulting Manufacturer, and (c) cancel any Vehicle Order with such Defaulting has been placed for an Acquired Vehicle and the related Manufacturer to which has assigned a vehicle identification number (a “VIN”) has not been assigned VIN as of the date such Manufacturer Lessee Partial Wind-Down Event of Default occurs: Section 18.1. The failure of such Manufacturer to pay Guaranteed Payments, Repurchase Payments and/or Incentive Payments due under, respectively, such Manufacturer’s Vehicle Disposition Programs and its incentive programs, in an aggregate amount in excess of $40,000,000 (net of amounts that are the subject of a good faith dispute, as evidenced in writing by either the applicable Lessee or the Manufacturer questioning the accuracy of the amounts paid or payable in respect of any then such Vehicle Disposition Programs or incentive programs), which failure, in Order will not be canceled. In the case of each a Lessee Partial Wind-Down Event, the Lessor may (i) exercise any right or remedy in respect only of such Guaranteed Payment, Repurchase Payment and/or Incentive Payment included in such amount in excess Defaulting Lessee provided for pursuant to the provisions of $40,000,000 continues for more than ninety Section 17.2 or 17.3 hereof and (90ii) days following terminate the Disposition Date for the related Vehicle. Section 18.2. The occurrence and continuance for a period Power of thirty (30) days of an Event of Bankruptcy Attorney with respect to such ManufacturerDefaulting Lessee; provided that, and after any such termination of the Confirmation Condition is not satisfied; provided, that for the purposes Power of clauses (a) through (c) of Section 18Attorney, the Lessees and Lessor will follow the Lessor agree direction of the applicable Servicer to take (or refrain from taking) release liens on Acquired Vehicles, which liens are required to be released under the actions specified in such clauses during the thirty (30) day period following such Event terms of Bankruptcythis Lease.

MANUFACTURER EVENTS OF DEFAULT. Upon the occurrence of any of the following events (each, a “Manufacturer Event of Default”) with respect to a Manufacturer, the Lessees on behalf of the Lessor shall (a) no longer place Vehicle Orders for additional Program Vehicles from such Manufacturer (each, a “Defaulting Manufacturer”), (b) no longer turn back Program Vehicles for repurchase under any Vehicle Disposition Program that is a repurchase program of a Defaulting Manufacturer, and (c) cancel any Vehicle Order with such Defaulting Manufacturer to which a vehicle identification number (a “VIN”) has not been assigned as of the date such Manufacturer Event of Default occurs: : Section 18.1. The failure of such Manufacturer to pay Guaranteed Payments, Repurchase Payments and/or Incentive Payments due under, respectively, such Manufacturer’s Vehicle Disposition Programs and its incentive programs, in an aggregate amount in excess of $40,000,000 (net of amounts that are the subject of a good faith dispute, as evidenced in writing by either the applicable Lessee or the Manufacturer questioning the accuracy of the amounts paid or payable in respect of any such Vehicle Disposition Programs or incentive programs), which failure, in the case of each such Guaranteed Payment, Repurchase Payment and/or Incentive Payment included in such amount in excess of $40,000,000 continues for more than ninety (90) days following the Disposition Date for the related Vehicle. Section 18.2. The occurrence and continuance for a period of thirty (30) days of an Event of Bankruptcy with respect to such Manufacturer, and the Confirmation Condition is not satisfied; provided, that for the purposes of clauses (a) through (c) of Section 18, the Lessees and the Lessor agree to take (or refrain from taking) the actions specified in such clauses during the thirty (30) day period following such Event of Bankruptcy.