Manufacturer Programs. No Manufacturer Event of Default has occurred and is continuing.
Manufacturer Programs. (a) Prior to the leasing of any Program Vehicles under the HVF Lease for any model year after the 2002 model year, HVF will cause the Lessee to deliver to the Trustee, the Lessor and the Rating Agencies an Officer’s Certificate of the Lessee substantially in the form of Exhibit C.
(b) No later than six months following the leasing of any Program Vehicles under the HVF Lease for any model year after the 2002 model year, HVF will (x) deliver to the Trustee and the Rating Agencies an executed copy of the Manufacturer Program for such model year and (y) have received an executed Assignment Agreement with respect to such Manufacturer Program for such model year.
(c) Prior to the leasing of any Program Vehicles under the HVF Lease subject to a Manufacturer Program of a new Manufacturer, HVF will (i) have received an executed Assignment Agreement with respect to such Manufacturer Program and (ii) have satisfied the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the leasing of Program Vehicles subject to such Manufacturer Program under the HVF Lease.
(d) HVF shall deliver to the Trustee, the Lessor and the Rating Agencies promptly following the introduction of any prospective material change in any existing Manufacturer Program or the introduction of any new Manufacturer Program by an existing Manufacturer (other than a Manufacturer Program for a new model year by an existing Manufacturer) notice of the same describing the principal terms thereof. If there is a material change to a Manufacturer Program during a model year, HVF will satisfy the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the leasing of Program Vehicles subject to such Manufacturer Program, as so changed, pursuant to the HVF Lease.
(e) HVF shall deliver to the Trustee a copy of any rating confirmations required to be obtained pursuant to this Section 8.25.
(f) In no event shall HVF agree, to the extent any consent of HVF is solicited or required by the Manufacturer or any assignor of such Manufacturer Program, to any change in any Manufacturer Program that is reasonably likely to materially adversely affect its rights or the rights of the Noteholders with respect to any Program Vehicle previously purchased or financed under such Manufacturer Program.
Manufacturer Programs. (a) Prior to making any Loans with respect to any Program Vehicles for any model year or years after the 1997 model year, AFC-II will have received (i) an executed Assignment Agreement with respect to such Manufacturer Program for such model year or years, (ii) if any Series of Notes or Commercial Paper Notes is then being rated by a Rating Agency, a written confirmation from each such Rating Agency that the acquisition of Vehicles pursuant to such Manufacturer Program satisfies the Rating Agency Consent Condition and the CP Rating Agency Condition in respect of any outstanding Series of Notes or Commercial Paper Notes, as applicable, and (iii) if there is a material change to a Manufacturer Program during a model year, written confirmation from each Rating Agency that the acquisition of Vehicles pursuant to such Manufacturer Program satisfies the Rating Agency Consent Condition and the CP Rating Agency Condition in respect of any outstanding Series of Notes or Commercial Paper Notes, as applicable. A copy of the rating confirmations set forth in clauses (ii) and (iii) will promptly be delivered to the Trustee for delivery to the Noteholders of any outstanding Series of Notes.
(b) AFC-II will (a) provide the Trustee with at least 30 days' prior written notice of its intention to make Loans to AESOP Leasing or AESOP Leasing II, as the case may be, for the financing of Program Vehicles from any new Manufacturer, (b) provide the Trustee with a copy of the draft Manufacturer Program of such Manufacturer as it exists at the time of such notice and a copy of the final Manufacturer Program promptly upon its being available and (c) certify to the Trustee and the Noteholders that such Manufacturer Program is an Eligible Manufacturer Program at such time. In no event shall AFC-II agree, to the extent any consent of AFC-II is solicited or required by the Manufacturer or any assignor of such Manufacturer Program, to any change in any Manufacturer Program that is reasonably likely to materially adversely affect its rights or the rights of the Noteholders with respect to any Program Vehicle previously purchased or financed under such Manufacturer Program.
Manufacturer Programs. AESOP Leasing will turn in, or cause to be turned in, the Vehicles leased under the AESOP I Operating Lease which are Program Vehicles (subject to the redesignation provisions of Section 2.7 of the AESOP I Operating Lease) to the relevant Manufacturer within the Repurchase Period therefor (unless AESOP Leasing pays in full the Loan with respect to a Program Vehicle pursuant to Section 5.2 or sells a Program Vehicle and, prior to the end of the Repurchase Period therefor, receives sales proceeds thereof in cash in an amount equal to or greater than the repurchase price under such Manufacturer Program); and will comply with all of its obligations under each Manufacturer Program.
Manufacturer Programs. Turn in the Vehicles leased by such Lessee to the relevant Manufacturer within the Repurchase Period therefor (unless such Lessee sells such Program Vehicle prior to the end of the Repurchase Period therefor and receives sales proceeds thereof in cash in an amount equal to or greater than the repurchase price under such Manufacturer Program); and comply with all of its obligations under each Manufacturer Program.
Manufacturer Programs. On or prior to the applicable Vehicle Funding Date, the Trustee shall have received a copy of each Manufacturer Program under which such Group IV Vehicles will be or have been purchased and are proposed to be leased under this Lease and an Officer's Certificate, dated the Group IV Initial Closing Date (or, if later, on or prior to such Vehicle Funding Date), and duly executed by an Authorized Officer of the Group IV Lessor, certifying that each such copy is true, correct and complete as of the Group IV Initial Closing Date (or, if later, on or prior to such Vehicle Funding Date). Each Manufacturer Program covering Program Vehicles identified in such Vehicle Order shall be in full force and effect, and shall be enforceable against the related Manufacturer in accordance with its terms.
Manufacturer Programs. Turn in each Program Vehicle leased by a Group IV Lessee hereunder to the relevant Manufacturer within the Repurchase Period therefor pursuant to SECTION 12.2 (unless the Group IV Lessee (i) sells such Group IV Vehicle pursuant to SECTION 27 or SECTION 8 of ANNEX A hereto and, prior to the end of the Repurchase Period therefor, causes to be deposited to the Master Collateral Account the sales proceeds therefor in cash in the amount required pursuant to such applicable Section, (ii) purchases such Group IV Vehicle as permitted by, and pursuant to the requirements of, this Lease and, prior to the end of the Repurchase Period therefor, deposits to the Group IV Collection Account the purchase price therefor in cash in the amount so required, (iii) in the case of any Group IV Vehicle that suffers a Group IV Casualty or ceases to be a Group IV Eligible Vehicle, deposits to the Group IV Collection Account the Group IV Casualty Payment therefor in cash pursuant to SECTION 7 or (iv) redesignates such Group IV Vehicle as a Non-Program Vehicle in accordance with SECTION 14); and, with respect to each Program Vehicle leased by the Group IV Lessee hereunder, comply in all material respects with all of its obligations under the Manufacturer Program relating to such Group IV Vehicle.
Manufacturer Programs. Turn in (or cause to be turned in) the Program Vehicles leased hereunder by such Lessee to the relevant Manufacturer within the Repurchase Period therefor (unless such Lessee purchases such Program Vehicle pursuant to the terms hereof or such Lessee sells such Program Vehicle prior to the end of the Repurchase Period therefor and receives sales proceeds thereof in cash in an amount equal to or greater than the repurchase price under such Manufacturer Program); and comply with all of its obligations under each Manufacturer Program, the Master Exchange Agreement and the Escrow Agreement.
Manufacturer Programs. On or prior to the applicable Vehicle Funding Date, the Trustee shall have received a copy of each Manufacturer Program under which such Vehicles will be or have been purchased and are proposed to be leased under this Lease and an Officer’s Certificate, dated the Initial Closing Date (or, if later, on or prior to such Vehicle Funding Date), and duly executed by an Authorized Officer of the Lessor, certifying that each such copy is true, correct and complete as of the Initial Closing Date (or, if later, on or prior to such Vehicle Funding Date). Each Manufacturer Program covering Program Vehicles identified in such Vehicle Order shall be in full force and effect, and shall be enforceable against the related Manufacturer in accordance with its terms.
Manufacturer Programs. Turn in each Program Vehicle leased by a Lessee hereunder to the relevant Manufacturer within the Repurchase Period therefor pursuant to Section 12.2 (unless the Lessee (i) sells such Vehicle pursuant to Section 27 or Section 8 of Annex A hereto and, prior to the end of the Repurchase Period therefor, causes to be deposited to the Master Collateral Account the sales proceeds therefor in cash in the amount required pursuant to such applicable Section, (ii) purchases such Vehicle as permitted by, and pursuant to the requirements of, this Lease and, prior to the end of the Repurchase Period therefor, deposits in the Group I Collection Account the purchase price therefor in cash in the amount so required, (iii) in the case of any Vehicle that suffers a Casualty or ceases to be an Eligible Vehicle, deposits in the Group I Collection Account the Casualty Payment therefor in cash pursuant to Section 7 or (iv) redesignates such Vehicle as a Non-Program Vehicle in accordance with Section 14); and, with respect to each Program Vehicle leased by the Lessee hereunder, comply in all material respects with all of its obligations under the Manufacturer Program relating to such Vehicle.
