Common use of Manufacturer Programs and Vehicles Clause in Contracts

Manufacturer Programs and Vehicles. (i) Upon the occurrence of a Liquidation Event of Default, the Trustee, upon direction of the ARG Trustee, shall exercise its rights under the Lease and cause the Issuer or the Lessees to return the Program Vehicles to the related Manufacturers (after the minimum holding period specified in the Manufacturer’s Manufacturer Program and so long as a Manufacturer Event of Default has not occurred and is continuing with respect to the related Manufacturer) and then, to the extent any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program (or if a Manufacturer Event of Default has occurred and is continuing with respect to the related Manufacturer), shall cause the Issuer or the Lessees to liquidate the Program Vehicles in accordance with the rights of the Issuer under the Lease and to otherwise sell or cause to be sold to third parties all Non-Program Vehicles. Upon the occurrence of a Limited Liquidation Event of Default with respect to any Series of Notes, the Trustee, upon direction of the ARG Trustee, shall exercise its rights under the Lease and cause the Issuer or the Lessees to return Program Vehicles to the related Manufacturers (after the minimum holding period specified in the Manufacturer’s Manufacturer Program and so long as a Manufacturer Event of Default has not occurred and is continuing with respect to the related Manufacturer) and to sell Non-Program Vehicles or cause Non-Program Vehicles to be sold to third parties in an amount sufficient to pay the lesser of all interest and principal on such Series of Notes and the amount payable in respect of such Series of Notes after the occurrence of an Affiliate Issuer Liquidation Event set forth in the applicable Series Supplement, taking into account the availability of proceeds of Vehicles being disposed of under the Leasing Company Leases, and to the extent that any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program (or if a Manufacturer Event of Default has occurred and is continuing with respect to the related Manufacturer), shall cause the Issuer or the Lessees to liquidate such Program Vehicles in accordance with the rights of the Issuer under the Lease; provided, however, that the Issuer shall select the Program Vehicles to be returned to the related Manufacturers and the Non-Program Vehicles to be sold to third parties in a manner that does not adversely affect in any material respect the interests of the Noteholders of any Series of Notes or any Enhancement Provider.

Manufacturer Programs and Vehicles. (i) Upon the occurrence of a Liquidation Event of DefaultDefault of which a Trust Officer has knowledge (and so long as a Manufacturer Event of Default has not occurred with respect to the related Manufacturer), the TrusteeTrustee shall promptly return or instruct AFC-II to return or cause AESOP Leasing, upon direction of the ARG Trustee, shall exercise its rights under the Lease and cause the Issuer AESOP Leasing II or the Lessees to return return, the Program Vehicles to the related Manufacturers (after the minimum holding period specified in the Manufacturer’s 's Manufacturer Program and so long as a Manufacturer Event of Default has not occurred and is continuing with respect to the related ManufacturerProgram) and then, to the extent any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program (or if a Manufacturer Event of Default has occurred and is continuing with respect to the related any Manufacturer), shall to liquidate or direct AFC-II to liquidate, or cause the Issuer AESOP Leasing, AESOP Leasing II or the Lessees to liquidate the Program Vehicles in accordance with the rights of the Issuer AFC-II under the Lease Loan Agreements and to otherwise sell or cause to be sold to third parties all Non-Program Vehicles. Upon the occurrence of a Limited Liquidation Event of Default with respect to any Series of NotesNotes of which the Trust Officer has knowledge, the TrusteeTrustee shall promptly return or instruct AFC-II to return or cause AESOP Leasing, upon direction of the ARG Trustee, shall exercise its rights under the Lease and cause the Issuer AESOP Leasing II or the Lessees to return Program Vehicles to the related Manufacturers (after the minimum holding period specified in the Manufacturer’s Manufacturer Program and so long as a Manufacturer Event of Default has not occurred and is continuing with respect to the related Manufacturer) and to sell Non-Program Vehicles or cause Non-Program Vehicles to be sold to third parties in an amount sufficient to pay the lesser of all interest and principal on such Series of Notes and the amount payable in respect of such Series of Notes after the occurrence of an Affiliate Issuer Liquidation Event set forth in the applicable Series Supplement, taking into account the availability of proceeds of Vehicles being disposed of under the Leasing Company LeasesNotes, and to the extent that any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program (Program, to return or if a Manufacturer Event of Default has occurred and is continuing with respect direct AFC-II to the related Manufacturer)return or cause AESOP Leasing, shall cause the Issuer AESOP Leasing II or the Lessees to liquidate such Program Vehicles in accordance with the rights of the Issuer AFC-II under the LeaseLoan Agreements; provided, however, that the Issuer Trustee and AFC-II shall select the Program Vehicles to be returned to the related Manufacturers and the Non-Program Vehicles to be sold to third parties in a manner that does not adversely affect in any material respect the interests of the Noteholders of any Series of Notes or any Enhancement Provider.

Manufacturer Programs and Vehicles. (i) Upon the occurrence of a Liquidation Event of DefaultDefault of which a Trust Officer has knowledge (and so long as a Manufacturer Event of Default has not occurred with respect to the related Manufacturer), the TrusteeTrustee shall promptly return or instruct CRCF to return or cause AESOP Leasing, upon direction of the ARG Trustee, shall exercise its rights under the Lease and cause the Issuer AESOP Leasing II or the Lessees to return return, the Program Vehicles to the related Manufacturers (after the minimum holding period specified in the Manufacturer’s Manufacturer Program and so long as a Manufacturer Event of Default has not occurred and is continuing with respect to the related ManufacturerProgram) and then, to the extent any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program (or if a Manufacturer Event of Default has occurred and is continuing with respect to the related any Manufacturer), shall to liquidate or direct CRCF to liquidate, or cause the Issuer AESOP Leasing, AESOP Leasing II or the Lessees to liquidate the Program Vehicles in accordance with the rights of the Issuer CRCF under the Lease Loan Agreements and to otherwise sell or cause to be sold to third parties all Non-Program Vehicles. Upon the occurrence of a Limited Liquidation Event of Default with respect to any Series of NotesNotes of which the Trust Officer has knowledge, the TrusteeTrustee shall promptly return or instruct CRCF to return or cause AESOP Leasing, upon direction of the ARG Trustee, shall exercise its rights under the Lease and cause the Issuer AESOP Leasing II or the Lessees to return Program Vehicles to the related Manufacturers (after the minimum holding period specified in the Manufacturer’s Manufacturer Program and so long as a Manufacturer Event of Default has not occurred and is continuing with respect to the related Manufacturer) and to sell Non-Program Vehicles or cause Non-Program Vehicles to be sold to third parties in an amount sufficient to pay the lesser of all interest and principal on such Series of Notes and the amount payable in respect of such Series of Notes after the occurrence of an Affiliate Issuer Liquidation Event set forth in the applicable Series Supplement, taking into account the availability of proceeds of Vehicles being disposed of under the Leasing Company LeasesNotes, and to the extent that any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program (Program, to return or if a Manufacturer Event of Default has occurred and is continuing with respect direct CRCF to the related Manufacturer)return or cause AESOP Leasing, shall cause the Issuer AESOP Leasing II or the Lessees to liquidate such Program Vehicles in accordance with the rights of the Issuer CRCF under the LeaseLoan Agreements; provided, however, that the Issuer Trustee and CRCF shall select the Program Vehicles to be returned to the related Manufacturers and the Non-Program Vehicles to be sold to third parties in a manner that does not adversely affect in any material respect the interests of the Noteholders of any Series of Notes or any Enhancement Provider.

Manufacturer Programs and Vehicles. (i) Upon the occurrence of a Liquidation Event of Default, the Trustee, upon at the written direction of the ARG TrusteeMajority Indenture Investors, shall exercise its rights under promptly (and in any event within any reasonably practicable period specified in such written direction) instruct the Lease Collateral Agent (acting on behalf of itself and the Vehicle-Only Collateral Agent) to return or cause the Issuer or the Lessees HVF III to return the Program Vehicles to the related Manufacturers (after the minimum holding period specified in the Manufacturer’s Manufacturer Program and and, unless otherwise directed by the Majority Indenture Investors, so long as a Manufacturer Event of Default has not occurred and is continuing with respect to the related Manufacturer) and then, to the extent any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program (or or, unless otherwise directed by the Majority Indenture Investors, if a Manufacturer Event of Default has occurred and is continuing with respect to the related any Manufacturer), shall cause to direct the Issuer or Collateral Agent (acting on behalf of itself and the Lessees Vehicle-Only Collateral Agent) to liquidate the or cause HVF III to liquidate such Program Vehicles in accordance with the rights of the Issuer HVF III under the Lease Related Documents and to otherwise sell or cause to be sold to third parties all Non-Program Vehicles; provided that the Collateral Agent and the Vehicle-Only Collateral Agent may liquidate through any Back-up Disposition Agent or, if no Back-up Disposition Agent has been appointed, through an agent that has been appointed by the Collateral Agent, the Vehicle-Only Collateral Agent or the Majority Indenture Investors. Upon the occurrence of a Limited Liquidation Event of Default with respect to any Series of Notes, the Trustee, upon acting at the written direction of the ARG TrusteeRequired Series Noteholders of the applicable Series of Notes with respect to which such Limited Liquidation Event of Default has occurred, shall exercise its rights under promptly (and in any event within any reasonably practicable period specified in such written direction) instruct the Lease Collateral Agent (acting on behalf of itself and the Vehicle-Only Collateral Agent) to return or cause the Issuer or the Lessees HVF III to return Program Vehicles to the related Manufacturers (after the minimum holding period specified in the Manufacturer’s Manufacturer Program and and, unless otherwise directed by such Required Series Noteholders, so long as a Manufacturer Event of Default has not occurred and is continuing with respect to the related Manufacturer) and then, to the extent any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program (or, unless otherwise directed by such Required Series Noteholders, if a Manufacturer Event of Default has occurred and is continuing with respect to any Manufacturer), to direct the Collateral Agent (acting on behalf of itself and the Vehicle-Only Collateral Agent) to liquidate or cause HVF III to liquidate such Program Vehicles in accordance with the rights of HVF III under the Related Documents and to sell Non-Program Vehicles or cause Non-Program Vehicles to be sold to third parties in an amount sufficient to pay the lesser of all interest and principal on such Series of Notes and the amount payable in respect of such Series of Notes after the occurrence of an Affiliate Issuer Liquidation Event set forth in the applicable Series Supplement, taking into account the availability of proceeds of Vehicles being disposed of under the Leasing Company Leases, and to the extent that any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program (or if a Manufacturer Event of Default has occurred and is continuing with respect to the related Manufacturer), shall cause the Issuer or the Lessees to liquidate such Program Vehicles in accordance with the rights of the Issuer under the LeaseNotes; provided, however, that the Issuer Trustee, the Collateral Agent (acting on behalf of itself and the Vehicle-Only Collateral Agent) and HVF III shall select the Program Vehicles to be returned to the related Manufacturers and the Non-Program Vehicles to be sold to third parties in a manner that does not adversely affect in any material respect the interests of the Noteholders of any Series of Notes Outstanding or any Enhancement Provider; provided, further, that the Collateral Agent and the Vehicle-Only Collateral Agent may liquidate through any Back-up Disposition Agent or, if no Back-up Disposition Agent has been appointed, through an agent that has been appointed by the Collateral Agent (acting on behalf of itself and the Vehicle-Only Collateral Agent) or the Majority Indenture Investors.