Common use of Manufacturer Programs Clause in Contracts

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. (a) Prior to making any Loans with respect to any Program Vehicles for any model year or years after the 1997 2004 model year, AFC-II CRCF 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 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 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 NotesTrustee. (b) AFC-II CRCF will (a) provide the Trustee with at least 30 thirty (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 CRCF agree, to the extent any consent of AFC-II CRCF 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 acquiring any Program Vehicles for any model year or years after Vehicles, the 1997 model year, AFC-II Issuer will have received (i) an executed Assignment Agreement with respect to such the Manufacturer Program for covering such model year or yearsProgram Vehicle, (ii) if any Series of Outstanding Notes or Commercial Paper Notes is held by an Affiliate Issuer and any series of securities issued by an Affiliate Issuer is then being rated by a Rating Agency and, if so required by any such 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 Confirmation Condition and the CP Rating Agency Condition in with respect of any outstanding to such Series of Notes or Commercial Paper Notes, as applicable, and (iii) if there is a material change to a Manufacturer Program program during a model year, written confirmation from each such Rating Agency that the acquisition of Program Vehicles pursuant to such Manufacturer Program satisfies the Rating Agency Consent Confirmation Condition and the CP Rating Agency Condition in with respect of any outstanding to each Outstanding Series of Notes or Commercial Paper Notes, as applicable; provided that the satisfaction of the Confirmation Condition with respect to a Manufacturer shall not constitute a material change for purposes of this Section 8.14. 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 Outstanding series of Notes. (b) AFC-II The Issuer will (a) provide the Trustee and the Rating Agencies with at least 30 15 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 finance Program Vehicles from any new Manufacturer, Manufacturer and (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 timeavailable. In no event shall AFC-II the Issuer agree, to the extent any consent of AFC-II the Issuer 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 acquiring any Program Vehicles for any model year or years after Vehicles, the 1997 model year, AFC-II Issuer will have received (i) an executed Assignment Agreement with respect to such the Manufacturer Program for covering such model year or yearsProgram Vehicle, (ii) if any Series of Outstanding Notes or Commercial Paper Notes is held by an Affiliate Issuer and any series of securities issued by an Affiliate Issuer is then being rated by a Rating Agency and, if so required by any such 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 Confirmation Condition and the CP Rating Agency Condition in with respect of any outstanding to such 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 such Rating Agency that the acquisition of Program Vehicles pursuant to such Manufacturer Program satisfies the Rating Agency Consent Confirmation Condition and the CP Rating Agency Condition in with respect of any outstanding to each Outstanding Series of Notes or Commercial Paper Notes, as applicable; provided that the satisfaction of the Confirmation Condition with respect to a Manufacturer shall not constitute a material change for purposes of this Section 8.14. 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 Outstanding Series of Notes. (b) AFC-II The Issuer will (a) provide the Trustee and the Rating Agencies with at least 30 15 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 finance Program Vehicles from any new Manufacturer, Manufacturer and (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 timeavailable. In no event shall AFC-II the Issuer agree, to the extent any consent of AFC-II the Issuer 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.