Common use of Measure of Damages Clause in Contracts

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor or the Trustee exercises the remedies granted to the Lessor or the Trustee under this Article 18, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent under this Agreement (calculated as provided in Section 18.2) plus (ii) any damages and expenses, including reasonable attorneys' fees and expenses (and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreement), which the Lessor or the Trustee will have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus (iii) all other amounts due and payable under this Agreement; plus (iv) interest on amounts due and unpaid under this Agreement at the VFR plus 1% from time to time computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement or from the date of each expenditure by the Lessor which is recoverable from the Lessees pursuant to this Section 18, as applicable, to and including the date payments are made by the Lessees; minus (v) an amount equal to all sums realized by the Lessor or the Trustee from the liquidation of the Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Programs, from sales of Vehicles to third parties, or otherwise), provided, however, if an Eligible Vehicle is turned back to the Manufacturer under the applicable Repurchase Program and accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase under such Repurchase Program) the Lessor and the Trustee shall be deemed to have received on account of this clause (y) an amount equal to the Net Book Value of such Vehicle (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle).

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor Lessor, the Master Collateral Agent or the Trustee exercises the remedies granted to the Lessor Lessor, the Master Collateral Agent or the Trustee under this Article 18Section 17 or under Section 8.2 of the Indenture, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent and payments under this Agreement (calculated as provided in Section 18.2) 17.2); plus (ii) any damages and expenses, including reasonable attorneys' fees and expenses (other than punitive and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreementconsequential damages), which the Lessor Lessor, the Master Collateral Agent or the Trustee will have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus (iii) all other amounts due and payable under this Agreement; plus (iv) interest from time to time on amounts due and unpaid under this Agreement at the VFR plus 1% from time to time %, computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement or from the date of each expenditure by the Lessor which is recoverable from the Lessees Lessee pursuant to this Section 1817, as applicable, to and including the date payments are made by the LesseesLessee; minus (v) an amount equal to all sums realized by the Lessor or Lessor, the Master Collateral Agent and the Trustee from the liquidation of the Financed Vehicles (other than the Texas Vehicles) leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Vehicle Disposition Programs, from sales of Vehicles to third parties, or otherwise), provided, however, that if an Eligible a Financed Vehicle other than a Texas Vehicle) is turned back delivered to the Manufacturer or the designated Auction for repurchase by the Manufacturer or sale at Auction under the applicable Repurchase Program Vehicle Disposition Program, and such Vehicle is accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase under such Repurchase Vehicle Disposition Program) or is sold by such Auction, the Lessor and the Trustee shall be deemed to have received thirty (30) days after the date of such acceptance or sale on account of this clause (yv) an amount equal to the Net Book Value of such Vehicle Vehicle, calculated as of its Disposition Date (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle).

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor Lessor, the Master Collateral Agent or the Trustee exercises the remedies granted to the Lessor Lessor, the Master Collateral Agent or the Trustee under this Article 18Section 17 or under Section 8.2 of the Base Indenture, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent and payments under this Agreement Lease (calculated as provided in Section 18.2) 17.2); plus (ii) any damages and expenses, including reasonable attorneys' fees and expenses (other than punitive and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreementconsequential damages), which the Lessor Lessor, the Master Collateral Agent or the Trustee will have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' ’ fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus (iii) all other amounts due and payable under this AgreementLease; plus (iv) interest from time to time on amounts due and unpaid under this Agreement Lease at the VFR plus 1% from time to time %, computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement Lease or from the date of each expenditure by the Lessor which is recoverable from the Lessees a Lessee pursuant to this Section 1817, as applicable, to and including the date payments are made by the LesseesLessee; minus (v) an amount equal to all sums realized by the Lessor or Lessor, the Master Collateral Agent and the Trustee from the liquidation of the Financed Vehicles (other than a Texas Vehicle) leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Vehicle Disposition Programs, from sales of Vehicles to third parties, or otherwise), provided, however, that if an Eligible a Financed Vehicle (other than a Texas Vehicle) is turned back delivered to the Manufacturer or the designated auction site for repurchase by the Manufacturer under the applicable Repurchase Vehicle Disposition Program or for sale in accordance with the applicable Auction Procedures, respectively, and such Vehicle is accepted for repurchase or sale by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase or sale under such Repurchase Vehicle Disposition Program) ), the Lessor and the Trustee shall be deemed to have received thirty (30) days after the date of such acceptance or sale on account of this clause (yv) an amount equal to the Net Book Value of such Vehicle Vehicle, calculated as of its Disposition Date (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle).

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor Lessor, the Master collateral Agent or the Trustee exercises the remedies granted to the Lessor Lessor, the Master Collateral Agent or the Trustee under this Article 18Section 17 or under Section 9.2 of the Indenture, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent and payments under this Agreement (calculated as provided in Section 18.2) plus17.2); Plus (ii) any damages and expenses, including reasonable attorneys' fees and expenses (and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreement)Lessor, which the Lessor Master Collateral Agent or the Trustee will shall have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus (iii) all other amounts due and payable under this Agreement; plus (iv) interest from time to time on amounts due and unpaid under this Agreement at the VFR plus 1% from time to time %, computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement or from the date of each expenditure by the Lessor which is recoverable from the Lessees Lessee pursuant to this Section 1817, as applicable, to and including the date payments are made by the LesseesLessee; minus (v) an amount equal to all sums realized by the Lessor or Lessor, the Master Collateral Agent and the Trustee from the liquidation of the Financed Vehicles (other than the Texas Vehicles) leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Manufacturer Programs, from sales of Vehicles to third parties, or otherwise), provided, however, that if an Eligible a Financed Vehicle (other than a Texas Vehicle) is turned back delivered to the Manufacturer or the designated Auction for repurchase by the Manufacturer or sale at Auction under the applicable Repurchase Program Manufacturer Program, and such Vehicle is accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase under such Repurchase Manufacturer Program) or is sold by such Auction, the Lessor and the Trustee shall be deemed to have received received, thirty (30) days after the date of such acceptance or sale, on account of this clause (yv) an amount equal to the Net Book Value of such Vehicle Vehicle, calculated as of its Disposition Date (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle).

Measure of Damages. If a Series 2013-G1 Operating Lease Event of Default, Liquidation Event of Default or Limited HVF II Group I Liquidation Event of Default occurs and the Lessor or the Trustee exercises the remedies granted to the Lessor or the Trustee under this Article 18Section 9 or Section 10.2 of the Series 2013-G1 Supplement, the amount that the Lessor shall be permitted to recover from any Lessee as payment shall be equal to: (i) all Rent for each Lease Vehicle leased by such Lessee hereunder to the extent accrued and unpaid as of the earlier of the date of the return to the Lessor of such Lease Vehicle or disposition by the Servicer of such Lease Vehicle in accordance with the terms of this Agreement and all other payments payable under this Agreement (calculated by such Lessee, accrued and unpaid as provided in Section 18.2) of such date; plus (ii) any reasonable out-of-pocket damages and expenses, including reasonable attorneys' ’ fees and expenses (and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreement), which that the Lessor or the Trustee will have sustained by reason of the such a Series 2013-G1 Operating Lease Event of Default, Liquidation Event of Default or Limited HVF II Group I Liquidation Event of DefaultEvent, together with reasonable sums for such attorneys' ’ fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Lease Vehicles leased by such Lessee hereunder or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection, in each case to the extent reasonably attributable to such Lessee; plus (iii) all other amounts due and payable under this Agreement; plus (iv) interest from time to time on amounts due from such Lessee and unpaid under this Agreement at the VFR one-month LIBOR Rate plus 11.0% from time to time computed from the date of the such a Series 2013-G1 Operating Lease Event of Default, Liquidation Event of Default or Limited HVF II Group I Liquidation Event of Default or the date payments were originally due to the Lessor by such Lessee under this Agreement or from the date of each expenditure by the Lessor which or the Trustee, as applicable, that is recoverable from the Lessees such Lessee pursuant to this Section 189, as applicable, to and including the date payments are made by the Lessees; minus (v) an amount equal to all sums realized by the Lessor or the Trustee from the liquidation of the Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Programs, from sales of Vehicles to third parties, or otherwise), provided, however, if an Eligible Vehicle is turned back to the Manufacturer under the applicable Repurchase Program and accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase under such Repurchase Program) the Lessor and the Trustee shall be deemed to have received on account of this clause (y) an amount equal to the Net Book Value of such Vehicle (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle)Lessee.

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor Lessor, the Master Collateral Agent or the Trustee exercises the remedies granted to the Lessor Lessor, the Master Collateral Agent or the Trustee under this Article 18Section 17 or under Section 8.2 of the Base Indenture, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent and payments under this Agreement Lease (calculated as provided in Section 18.2) 17.2); plus (ii) any damages and expenses, including reasonable attorneys' fees and expenses (other than punitive and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreementconsequential damages), which the Lessor Lessor, the Master Collateral Agent or the Trustee will have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus (iii) all other amounts due and payable under this AgreementLease; plus (iv) interest from time to time on amounts due and unpaid under this Agreement Lease at the VFR plus 1% from time to time %, computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement Lease or from the date of each expenditure by the Lessor which is recoverable from the Lessees a Lessee pursuant to this Section 1817, as applicable, to and including the date payments are made by the LesseesLessee; minus (v) an amount equal to all sums realized by the Lessor or Lessor, the Master Collateral Agent and the Trustee from the liquidation of the Financed Vehicles (other than a Texas Vehicle) leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Vehicle Disposition Programs, from sales of Vehicles to third parties, or otherwise), provided, however, that if an Eligible a Financed Vehicle (other than a Texas Vehicle) is turned back delivered to the Manufacturer or the designated auction site for repurchase by the Manufacturer under the applicable Repurchase Vehicle Disposition Program or for sale in accordance with the applicable Auction Procedures, respectively, and such Vehicle is accepted for repurchase or sale by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase or sale under such Repurchase Vehicle Disposition Program) ), the Lessor and the Trustee shall be deemed to have received thirty (30) days after the date of such acceptance or sale on account of this clause (yv) an amount equal to the Net Book Value of such Vehicle Vehicle, calculated as of its Disposition Date (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle).

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor or the Trustee exercises the remedies granted to the Lessor or the Trustee under this Article 1817, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent under this Agreement (calculated as provided in Section 18.2) 17.2); plus (ii) any damages and expenses, including reasonable attorneys' fees and expenses (and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreement), which the Lessor or the Trustee will have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus (iii) all other amounts due and payable under this Agreement; plus (iv) interest on amounts due and unpaid under this Agreement at the VFR plus 1% from time to time computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement or from the date of each expenditure by the Lessor which is recoverable from the Lessees pursuant to this Section 1816, as applicable, to and including the date payments are made by the Lessees; minus (v) an amount equal to all sums realized by the Lessor or the Trustee from the liquidation of the Group III Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Programs, from sales of Group III Vehicles to third parties, or otherwise), ; provided, however, if an Eligible Repurchase Vehicle is turned back to the Manufacturer under the applicable Repurchase Program and accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Group III Repurchase Vehicle conforms to the requirements for repurchase under such Repurchase Program) the Lessor and the Trustee shall be deemed to have received on account of this clause (yv) an amount equal to the Net Book Value of such Group III Repurchase Vehicle (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Group III Repurchase Vehicle).

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor or the Trustee exercises the remedies granted to the Lessor or the Trustee under this Article 18, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent under this Agreement (calculated as provided in Section 18.2) ); plus (ii) any damages and expenses, including reasonable attorneys' fees and expenses (and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreement), which the Lessor or the Trustee will have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus (iii) all other amounts due and payable under this Agreement; plus (iv) interest on amounts due and unpaid under this Agreement at the VFR plus 1% from time to time computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement or from the date of each expenditure by the Lessor which is recoverable from the Lessees pursuant to this Section 18, as applicable, to and including the date payments are made by the Lessees; minus (v) an amount equal to all sums realized by the Lessor or the Trustee from the liquidation of the Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Programs, from sales of Vehicles to third parties, or otherwise), ; provided, however, if an Eligible Repurchase Vehicle is turned back to the Manufacturer under the applicable Repurchase Program and accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Repurchase Vehicle conforms to the requirements for repurchase under such Repurchase Program) the Lessor and the Trustee shall be deemed to have received on account of this clause (y) an amount equal to the Net Book Value of such Repurchase Vehicle (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Repurchase Vehicle).

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor or the Trustee exercises the remedies granted to the Lessor or the Trustee under this Article 1817, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent under this Agreement (calculated as provided in Section 18.2) 17.2); plus (ii) any damages and expenses, including reasonable attorneys' fees and expenses (and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreement), which the Lessor or the Trustee will have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus (iii) all other amounts due and payable under this Agreement; plus (iv) interest on amounts due and unpaid under this Agreement at the VFR plus 1% from time to time computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement or from the date of each expenditure by the Lessor which is recoverable from the Lessees pursuant to this Section 1817, as applicable, to and including the date payments are made by the Lessees; minus (v) an amount equal to all sums realized by the Lessor or the Trustee from the liquidation of the Group II Vehicles leased hereunder (either whether by receipt of payment from the Manufacturers under Repurchase Programs, from sales of Group II Vehicles to third parties, or otherwise), provided, however, if an Eligible Vehicle is turned back to the Manufacturer under the applicable Repurchase Program and accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase under such Repurchase Program) the Lessor and the Trustee shall be deemed to have received on account of this clause (y) an amount equal to the Net Book Value of such Vehicle (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle).

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor Lessor, the Master Collateral Agent or the Trustee exercises the remedies granted to the Lessor Lessor, the Master Collateral Agent or the Trustee under this Article 18Section 17 or under Section 8.2 of the Base Indenture, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent and payments under this Agreement Lease (calculated as provided in Section 18.2) 17.2); plus (ii) any damages and expenses, including reasonable attorneys' fees and expenses (other than punitive and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreementconsequential damages), which the Lessor Lessor, the Master Collateral Agent or the Trustee will have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plusLimited (iii) all other amounts due and payable under this AgreementLease; plus (iv) interest from time to time on amounts due and unpaid under this Agreement Lease at the VFR plus 1% from time to time %, computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement Lease or from the date of each expenditure by the Lessor which is recoverable from the Lessees a Lessee pursuant to this Section 1817, as applicable, to and including the date payments are made by the LesseesLessee; minus (v) an amount equal to all sums realized by the Lessor or Lessor, the Master Collateral Agent and the Trustee from the liquidation of the Financed Vehicles (other than a Texas Vehicle) leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Vehicle Disposition Programs, from sales of Vehicles to third parties, or otherwise), provided, however, that if an Eligible a Financed Vehicle (other than a Texas Vehicle) is turned back delivered to the Manufacturer or the designated auction site for repurchase by the Manufacturer under the applicable Repurchase Vehicle Disposition Program or for sale in accordance with the applicable Auction Procedures, respectively, and such Vehicle is accepted for repurchase or sale by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase or sale under such Repurchase Vehicle Disposition Program) ), the Lessor and the Trustee shall be deemed to have received thirty (30) days after the date of such acceptance or sale on account of this clause (yv) an amount equal to the Net Book Value of such Vehicle Vehicle, calculated as of its Disposition Date (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle).

Measure of Damages. If a Series 2010-3 Operating Lease Event of Default, Liquidation Event of Default or Limited HVF II Group II Liquidation Event of Default occurs and the Lessor or the Trustee exercises the remedies granted to the Lessor or the Trustee under this Article 18Section 9 or Section 10.2 of the Series 2010-3 Supplement, the amount that the Lessor shall be permitted to recover from any Lessee as payment shall be equal to: (i) all Rent for each Lease Vehicle leased by such Lessee hereunder to the extent accrued and unpaid as of the earlier of the date of the return to the Lessor of such Lease Vehicle or disposition by the Master Servicer of such Lease Vehicle in accordance with the terms of this Agreement and all other payments payable under this Agreement (calculated by such Lessee, accrued and unpaid as provided in Section 18.2) of such date; plus (ii) any reasonable out-of-pocket damages and expenses, including reasonable attorneys' ’ fees and expenses (and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreement), which that the Lessor or the Trustee will have sustained by reason of the such a Series 2010-3 Operating Lease Event of Default, Liquidation Event of Default or Limited HVF II Group II Liquidation Event of DefaultEvent, together with reasonable sums for such attorneys' ’ fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Lease Vehicles leased by such Lessee hereunder or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection, in each case to the extent reasonably attributable to such Lessee; plus (iii) all other amounts due and payable under this Agreement; plus (iv) interest from time to time on amounts due from such Lessee and unpaid under this Agreement at the VFR one-month LIBOR Rate plus 11.0% from time to time computed from the date of the such a Series 2010-3 Operating Lease Event of Default, Liquidation Event of Default or Limited HVF II Group II Liquidation Event of Default or the date payments were originally due to the Lessor by such Lessee WEIL:\95390749\1\99910.6247 under this Agreement or from the date of each expenditure by the Lessor which or the Trustee, as applicable, that is recoverable from the Lessees such Lessee pursuant to this Section 189, as applicable, to and including the date payments are made by the Lessees; minus (v) an amount equal to all sums realized by the Lessor or the Trustee from the liquidation of the Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Programs, from sales of Vehicles to third parties, or otherwise), provided, however, if an Eligible Vehicle is turned back to the Manufacturer under the applicable Repurchase Program and accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase under such Repurchase Program) the Lessor and the Trustee shall be deemed to have received on account of this clause (y) an amount equal to the Net Book Value of such Vehicle (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle)Lessee.

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor Lessor, the Master Collateral Agent or the Trustee exercises the remedies granted to the Lessor Lessor, the Master Collateral Agent or the Trustee under this Article 18Section 17 or under Section 8.2 of the Base Indenture, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent and payments under this Agreement Lease (calculated as provided in Section 18.2) 17.2); plus (ii) any damages and expenses, including reasonable attorneys' fees and expenses (other than punitive and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreementconsequential damages), which the Lessor Lessor, the Master Collateral Agent or the Trustee will have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' ’ fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; >plus (iii) all other amounts due and payable under this AgreementLease; plus (iv) interest from time to time on amounts due and unpaid under this Agreement Lease at the VFR plus 1% from time to time %, computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement Lease or from the date of each expenditure by the Lessor which is recoverable from the Lessees a Lessee pursuant to this Section 1817, as applicable, to and including the date payments are made by the LesseesLessee; minus (v) an amount equal to all sums realized by the Lessor or Lessor, the Master Collateral Agent and the Trustee from the liquidation of the Financed Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Vehicle Disposition Programs, from sales of Vehicles to third parties, or otherwise), provided, however, that if an Eligible a Financed Vehicle is turned back delivered to the Manufacturer or the designated auction site for repurchase by the Manufacturer under the applicable Repurchase Vehicle Disposition Program or for sale in accordance with the applicable Auction Procedures, respectively, and such Vehicle is accepted for repurchase or sale by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase or sale under such Repurchase Vehicle Disposition Program) ), the Lessor and the Trustee shall be deemed to have received thirty (30) days after the date of such acceptance or sale on account of this clause (yv) an amount equal to the Net Book Value of such Vehicle Vehicle, calculated as of its Disposition Date (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle).

Measure of Damages. If a an Operating Lease Event of Default, Liquidation Event of Default or Limited HVF II Group II Liquidation Event of Default occurs and the Lessor or the Trustee exercises the remedies granted to the Lessor or the Trustee under this Article 18Section 9 or Section 10.2 of the Series 2010-3 Supplement, the amount that the Lessor shall be permitted to recover from any Lessee as payment shall be equal to: (i) all Rent for each Lease Vehicle leased by such Lessee hereunder to the extent accrued and unpaid as of the earlier of the date of the return to the Lessor of such Lease Vehicle or disposition by the Master Servicer of such Lease Vehicle in accordance with the terms of this Agreement and all other payments payable under this Agreement (calculated by such Lessee, accrued and unpaid as provided in Section 18.2) of such date; plus (ii) any reasonable out-of-pocket damages and expenses, including reasonable attorneys' ’ fees and expenses (and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreement), which that the Lessor or the Trustee will have sustained by reason of the such an Operating Lease Event of Default, Liquidation Event of Default or Limited HVF II Group II Liquidation Event of DefaultEvent, together with reasonable sums for such attorneys' ’ fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Lease Vehicles leased by such Lessee hereunder or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection, in each case to the extent reasonably attributable to such Lessee; plus (iii) all other amounts due and payable under this Agreement; plus (iv) interest from time to time on amounts due from such Lessee and unpaid under this Agreement at the VFR one-month LIBOR Rate plus 11.0% from time to time computed from the date of the such an Operating Lease Event of Default, Liquidation Event of Default or Limited HVF II Group II Liquidation Event of Default or the date payments were originally due to the Lessor by such Lessee under this Agreement or from the date of each expenditure by the Lessor which or the Trustee, as applicable, that is recoverable from the Lessees such Lessee pursuant to this Section 189, as applicable, to and including the date payments are made by the Lessees; minus (v) an amount equal to all sums realized by the Lessor or the Trustee from the liquidation of the Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Programs, from sales of Vehicles to third parties, or otherwise), provided, however, if an Eligible Vehicle is turned back to the Manufacturer under the applicable Repurchase Program and accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase under such Repurchase Program) the Lessor and the Trustee shall be deemed to have received on account of this clause (y) an amount equal to the Net Book Value of such Vehicle (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle)Lessee.

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor Lessor, the Master Collateral Agent or the Trustee exercises the remedies granted to the Lessor Lessor, the Master Collateral Agent or the Trustee under this Article 18Section 17 or under Section 9.2 of the Indenture, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent and other charges, payments and amounts owed under this Agreement Lease (calculated as provided in Section 18.2) 17.2); plus (ii) any out-of-pocket damages and expenses, including reasonable attorneys' fees and expenses (and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreement)Lessor, which the Lessor Master Collateral Agent or the Trustee will shall have sustained by reason of the such Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus. (iii) all other amounts due and payable under this Agreement; plus without duplication of payments made pursuant to Section 5.4, interest (ivcalculated on the basis of a 360-day year) interest from time to time on amounts due and unpaid under this Agreement at Lease for each Interest Period in the VFR plus 1% from time to time computed period from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement Lease or from the date of each expenditure by the Lessor Lessor, the Master Collateral Agent or the Trustee, as applicable, which is recoverable from the Lessees Lessee pursuant to this Section 1817, as applicable, to and including the date payments are made by the Lessees; minus (v) an amount Lessee at a rate for each such Interest Period equal to all sums realized by the Lessor VFR for such Interest Period (converted to a rate per annum) plus 1%; provided, however, that, to avoid duplication of payments, to the extent any amounts described in (i) through (iii) above have been paid to the Lessor, the Master Collateral Agent or the Trustee from the liquidation of the Financed Vehicles and Synthetic Lease Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Manufacturer Programs, from sales of Vehicles to third parties, or otherwise), provided, however, if an Eligible Vehicle is turned back to the Manufacturer under the applicable Repurchase Program and accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase under such Repurchase Program) the Lessor and the Trustee amounts shall be deemed to have received on account of deducted from amounts under this clause (y) an amount equal to the Net Book Value of such Vehicle (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle)Section 17.4.

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor Lessor, the Master Collateral Agent or the Trustee exercises the remedies granted to the Lessor Lessor, the Master Collateral Agent or the Trustee under this Article 18Section 17 or under Section 9.2 of the Indenture, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent and other charges, payments and amounts owed under this Agreement Lease (calculated as provided in Section 18.2) 17.2); plus (ii) any reasonable out-of-pocket damages and expenses, including reasonable attorneys' fees and expenses (and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreement)Lessor, which the Lessor Master Collateral Agent or the Trustee will shall have sustained by reason of the such Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus; (iii) all other amounts due and payable under this Agreement; plus without duplication of payments made pursuant to Section 5.5, interest (ivcalculated on the basis of a 360-day year) interest from time to time on amounts due and unpaid under this Agreement at Lease for each Interest Period in the VFR plus 1% from time to time computed period from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement Lease or from the date of each expenditure by the Lessor Lessor, the Master Collateral Agent or the Trustee, as applicable, which is recoverable from the Lessees Lessee pursuant to this Section 1817, as applicable, to and including the date payments are made by the Lessees; minus (v) an amount Lessee at a rate for each such Interest Period equal to all sums realized by the Lessor VFR for such Interest Period (converted to a rate per annum) plus 1%; provided, however, that, to avoid duplication of payments, to the extent any amounts described in clauses (i) through (iii) above have been paid to the Lessor, the Master Collateral Agent or the Trustee from the liquidation of the Financed Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Manufacturer Programs, from sales of Vehicles to third parties, or otherwise), provided, however, if an Eligible Vehicle is turned back to the Manufacturer under the applicable Repurchase Program and accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase under such Repurchase Program) the Lessor and the Trustee amounts shall be deemed to have received on account of deducted from amounts under this clause (y) an amount equal to the Net Book Value of such Vehicle (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle)Section 17.4.

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (in each case, with respect to any outstanding Group IV Series of Notes) occurs and the Lessor or the Trustee exercises the remedies granted to the Lessor or the Trustee under this Article 1817, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent under this Agreement (calculated as provided in Section 18.2) 17.2); plus (ii) any damages and expenses, including reasonable attorneys' fees and expenses (and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreement), which the Lessor or the Trustee will have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus (iii) all other amounts due and payable under this Agreement; plus (iv) interest on amounts due and unpaid under this Agreement at the VFR plus 1% from time to time computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement or from the date of each expenditure by the Lessor which is recoverable from the Lessees pursuant to this Section 1817, as applicable, to and including the date payments are made by the Lessees; minus (v) an amount equal to all sums realized by the Lessor or the Trustee from the liquidation of the Group IV Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Programs, from sales of Group IV Vehicles to third parties, or otherwise), ; provided, however, if an Eligible Repurchase Vehicle is turned back to the Manufacturer under the applicable Repurchase Program and accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Group IV Repurchase Vehicle conforms to the requirements for repurchase under such Repurchase Program) the Lessor and the Trustee shall be deemed to have received on account of this clause (yv) an amount equal to the Net Book Value of such Group IV Repurchase Vehicle (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Group IV Repurchase Vehicle).

Measure of Damages. If a HVIF Operating Lease Event of Default, Liquidation Event of Default or Limited HVIF Liquidation Event of Default occurs and the Lessor or the Trustee exercises the remedies granted to the Lessor or the Trustee under this Article 18Section 9 or Section 9.2 of the HVIF Base Indenture, the amount that the Lessor shall be permitted to recover from any Lessee as payment shall be equal to: (i) all Rent for each Lease Vehicle leased by such Lessee hereunder to the extent accrued and unpaid as of the earlier of the date of the return to the Lessor of such Lease Vehicle or disposition by the Servicer of such Lease Vehicle in accordance with the terms of this Agreement and all other payments payable under this Agreement (calculated by such Lessee, accrued and unpaid as provided in Section 18.2) of such date; plus (ii) any reasonable out-of-pocket damages and expenses, including reasonable attorneys' ’ fees and expenses (and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreement), which that the Lessor or the Trustee will have sustained by reason of the such a HVIF Operating Lease Event of Default, Liquidation Event of Default or Limited HVIF Liquidation Event of DefaultEvent, together with reasonable sums for such attorneys' ’ fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Lease Vehicles leased by such Lessee hereunder or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection, in each case to the extent reasonably attributable to such Lessee; plus (iii) all other amounts due and payable under this Agreement; plus (iv) interest from time to time on amounts due from such Lessee and unpaid under this Agreement at the VFR Reference Rate plus 11.0% from time to time computed from the date of the such a HVIF Operating Lease Event of Default, Liquidation Event of Default or Limited HVIF Liquidation Event of Default or the date payments were originally due to the Lessor by such Lessee under this Agreement or from the date of each expenditure by the Lessor which or the Trustee, as applicable, that is recoverable from the Lessees such Lessee pursuant to this Section 189, as applicable, to and including the date payments are made by the Lessees; minus (v) an amount equal to all sums realized by the Lessor or the Trustee from the liquidation of the Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Programs, from sales of Vehicles to third parties, or otherwise), provided, however, if an Eligible Vehicle is turned back to the Manufacturer under the applicable Repurchase Program and accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase under such Repurchase Program) the Lessor and the Trustee shall be deemed to have received on account of this clause (y) an amount equal to the Net Book Value of such Vehicle (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle)Lessee.

Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor Lessor, the Master Collateral Agent or the Trustee exercises the remedies granted to the Lessor Lessor, the Master Collateral Agent or the Trustee under this Article 18Section 17 or under Section 8.2 of the Base Indenture, the amount that the Lessor shall be permitted to recover shall be equal to: (i) all Rent and payments under this Agreement Lease (calculated as provided in Section 18.2) 17.2); plus (ii) any damages and expenses, including reasonable attorneys' fees and expenses (other than punitive and including net after-tax losses of federal and state income tax benefits to which the Lessor would otherwise be entitled under this Agreementconsequential damages), which the Lessor Lessor, the Master Collateral Agent or the Trustee will have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys' ’ fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus (iii) all other amounts due and payable under this AgreementLease; plus (iv) interest from time to time on amounts due and unpaid under this Agreement Lease at the VFR plus 1% from time to time %, computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Agreement Lease or from the date of each expenditure by the Lessor which is recoverable from the Lessees a Lessee pursuant to this Section 1817, as applicable, to and including the date payments are made by the LesseesLessee; minus (v) an amount equal to all sums realized by the Lessor or Lessor, the Master Collateral Agent and the Trustee from the liquidation of the Financed Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Repurchase Programs, from sales of Vehicles to third parties, parties or otherwise), provided, however, if an Eligible Vehicle is turned back to the Manufacturer under the applicable Repurchase Program and accepted for repurchase by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase under such Repurchase Program) the Lessor and the Trustee shall be deemed to have received on account of this clause (y) an amount equal to the Net Book Value of such Vehicle (less (a) any Termination Payments and (b) Repurchase Price Interest (calculated assuming that payment of the Repurchase Price will be received on the 60th day after the Turnback Date)) payable in respect of such Vehicle).