Common use of Manufacturer Programs Clause in Contracts

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 the leasing of any Program Vehicles under the HVF Lease for any model year after the 2002 model year, HVF will (i) 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.C 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. (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 the leasing of any Program Vehicles under the HVF ZVF Lease for any model year after the 2002 2011 model year, HVF ZVF 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. (b) No later than six months following the leasing of any Program Vehicles under the HVF ZVF Lease for any model year after the 2002 2011 model year, HVF ZVF 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 ZVF Lease subject to a Manufacturer Program of a new Manufacturer, HVF ZVF 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 ZVF Lease. (d) HVF ZVF 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 ZVF 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 ZVF Lease. In no event shall the Trustee be charged with making the determination of the need to satisfy the Rating Agency Condition pursuant to this clause (d). (e) HVF ZVF 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 ZVF agree, to the extent any consent of HVF ZVF 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.