Common use of Redesignation of Vehicles Clause in Contracts

Redesignation of Vehicles. (a) At any time, including upon the occurrence of a Manufacturer Event of Default with respect to the Manufacturer of any Program Vehicle or any such Vehicle’s becoming ineligible for repurchase by its Manufacturer or for sale at Auction under the applicable Manufacturer Program due to physical damage, repair charges or accrued mileage, in each case in excess of that permitted under the related Manufacturer Program, or due to any failure or inability to return the Vehicle to the Manufacturer or the designated auction prior to the expiration of the Repurchase Period, or due to any other event or circumstance, the Servicer (or the related Sub-Servicer) may redesignate the related Vehicle as a Non-Program Vehicle; provided that, with respect to any such redesignation other than a redesignation pursuant to and in accordance with Section 18, no Amortization Event or Potential Amortization Event with respect to any Series of Group I Notes has occurred and is continuing or would be caused by such redesignation; and provided further, in each case, in connection with any such redesignation, the Servicer shall assign a new Depreciation Schedule for such Vehicle as a Non-Program Vehicle, and in connection therewith, the Lessee of such Vehicle shall pay on the next succeeding Payment Date, as additional Monthly Base Rent due with respect to such Vehicle, an amount equal to the excess, if any, of (i) the Net Book Value of such Vehicle immediately before the redesignation over (ii) the Net Book Value of such Vehicle after recomputing the Net Book Value as of the date of such redesignation by applying the new Depreciation Schedule for such Vehicle as though such Vehicle had been a Non-Program Vehicle since the Vehicle Lease Commencement Date for such Vehicle. Subsequent to the occurrence of a Manufacturer Event of Default pursuant to clause (ii) of the definition thereof with respect to the Manufacturer of any Program Vehicle, the Servicer (or the related Sub-Servicer) shall promptly notify the Rating Agencies with respect to each Series of Group I Notes of any redesignation of Program Vehicles of such Manufacturer as Non-Program Vehicles pursuant to this Section 14.

Redesignation of Vehicles. (a) At any time, including upon the occurrence of without limitation, if (i) a Manufacturer Event of Default with respect to the Manufacturer of any Program Vehicle or any such Vehicle’s becoming becomes ineligible for repurchase by its Manufacturer or for sale at Auction under the applicable Manufacturer Program due to physical damage, repair charges or accrued mileage, in each case in excess (ii) the return of that permitted under the related Manufacturer Program, or due to any failure or inability to return the a Program Vehicle to the applicable Manufacturer or the designated auction prior to the expiration of the Repurchase Period, or due to cannot otherwise be effected for any other event or circumstancereason, the Servicer Lessor (or the related Sub-ServicerServicer on its behalf and at its instruction) may redesignate the related a Program Vehicle as a Non-Program Vehicle; , provided that, with respect to any unless such redesignation other than Manufacturer is a redesignation pursuant to and in accordance with Section 18Defaulting Manufacturer, no Amortization Event or Potential Amortization Event with respect to any Series of Group I Notes Outstanding has occurred and is continuing or would be caused by such redesignation; redesignation and provided further, in each case, that in connection with any such redesignation the Lessor shall establish a Depreciation Schedule for such redesignated Non-Program Vehicle in accordance with Section 24 and the Lessee shall pay to the Lessor on the next succeeding Payment Date an amount equal to the difference, if any, between the Net Book Value of such Vehicle as of the date of redesignation and an amount (the “Redesignation Amount”) equal to the Net Book Value of such Vehicle as of the date of redesignation had such Vehicle been a Non-Program Vehicle on the Vehicle Operating Lease Commencement Date for such Vehicle subject to such newly established Depreciation Schedule; provided further, however, that if a Program Vehicle is redesignated as a Non-Program Vehicle under the circumstances described in Section 18(b), if (x) the Manufacturer of such redesignated Non-Program Vehicle assumes the related Manufacturer Program in accordance with the Bankruptcy Code, (y) following such assumption, such redesignated Non-Program Vehicle continues to be eligible under such assumed Manufacturer Program and otherwise meets the qualifications for Program Vehicles under an Eligible Manufacturer Program and (z) there are at least thirty (30) days prior to the expiration of the Maximum Term for a Program Vehicle, the Lessor may redesignate such Non-Program Vehicle as a Program Vehicle, and, in connection with such redesignation, future Depreciation Charges in respect of such redesignated Program Vehicle shall be made in accordance with requirements for Program Vehicles set forth in the Servicer definition of Depreciation Charges and shall assign a new Depreciation Schedule for pay to the Lessee on the next succeeding Payment Date the Redesignation Amount paid by the Lessee to the Lessor in connection with the original designation of such Vehicle as a Non-Program VehicleVehicle under the circumstances described in Section 18(b), and in connection therewith, the Lessee of such Vehicle shall pay on the next succeeding Payment Date, as additional Monthly Base Rent due together with respect to such Vehicle, an amount equal to the excessdifference, if any, of (i) between the Net Book Value of such redesignated Program Vehicle immediately before as of the date of redesignation over and an amount (iithe “Assumption Redesignation Amount”) equal to the Net Book Value of such redesignated Program Vehicle after recomputing the Net Book Value as of the date of such redesignation by applying the new Depreciation Schedule for of such Vehicle as though a Program Vehicle had such Vehicle had been a Non-Program Vehicle since on the Vehicle Operating Lease Commencement Date for such Vehicle. Subsequent Vehicle and such Vehicle had never been redesignated from a Program Vehicle to the occurrence of a Manufacturer Event of Default pursuant to clause (ii) of the definition thereof with respect to the Manufacturer of any Program Vehicle, the Servicer (or the related Sub-Servicer) shall promptly notify the Rating Agencies with respect to each Series of Group I Notes of any redesignation of Program Vehicles of such Manufacturer as Non-Program Vehicles Vehicle; provided further that no payment shall be required to be made and no payment may be made by the Lessor pursuant to this Section 14the immediately preceding proviso to the extent that an Amortization Event of Potential Amortization Event exists or would be caused by such payment.

Redesignation of Vehicles. (a) At any time, including upon the occurrence of without limitation, if (i) a Manufacturer Event of Default with respect to the Manufacturer of any Program Vehicle or any such Vehicle’s becoming becomes ineligible for repurchase by its Manufacturer or for sale at Auction under the applicable Manufacturer Program due to physical damage, repair charges or accrued mileage, in each case in excess (ii) the return of that permitted under the related Manufacturer Program, or due to any failure or inability to return the a Program Vehicle to the applicable Manufacturer or the designated auction prior to the expiration of the Repurchase Period, or due to cannot otherwise be effected for any other event or circumstancereason, the Servicer Lessor (or the related Sub-ServicerServicer on its behalf and at its instruction) may redesignate the related a Program Vehicle as a Non-Program Vehicle; , provided that, with respect to any unless such redesignation other than Manufacturer is a redesignation pursuant to and in accordance with Section 18Defaulting Manufacturer, no Amortization Event or Potential Amortization Event with respect to any Series of Group I Notes Outstanding has occurred and is continuing or would be caused by such redesignation; redesignation and provided further, in each case, that in connection with any such redesignation, redesignation the Servicer Lessor shall assign establish a new Depreciation Schedule for such Vehicle as a redesignated Non-Program Vehicle, Vehicle in accordance with Section 24 and in connection therewith, the Lessee of such Vehicle shall pay to the Lessor on the next succeeding Payment Date, as additional Monthly Base Rent due with respect to such Vehicle, Date an amount equal to the excessdifference, if any, of (i) between the Net Book Value of such Vehicle immediately before as of the date of redesignation over and an amount (iithe “Redesignation Amount”) equal to the Net Book Value of such Vehicle after recomputing the Net Book Value as of the date of such redesignation by applying the new Depreciation Schedule for calculated as if such Vehicle as though such Vehicle had been a Non-Program Vehicle since on the Vehicle Operating Lease Commencement Date for such Vehicle. Subsequent Vehicle subject to such newly established Depreciation Schedule; provided further, however, that if (I) a Program Vehicle is redesignated as a Non-Program Vehicle under the occurrence circumstances described in Section 18(b) or (II) a Non-Program Vehicle is purchased from a Manufacturer during the continuance of a Manufacturer Event of Default pursuant to clause (ii) of the definition thereof with respect to such Manufacturer and such Vehicle would constitute a Program Vehicle but for the existence of such Manufacturer Event of Default (each such Vehicle, a “Redesignated Ineligible Program Vehicle”), if (x) the Manufacturer of any such Vehicle assumes its Manufacturer Program in accordance with the Bankruptcy Code, (y) following the assumption described in such clause (x), such Non-Program Vehicle is eligible under such assumed Manufacturer Program and otherwise meets the qualifications for Program Vehicles under an Eligible Manufacturer Program and (z) there are at least thirty (30) days prior to the expiration of the Maximum Term for a Program Vehicle, the Servicer Lessor may redesignate such Non-Program Vehicle as a Program Vehicle, and, in connection with such redesignation, future Depreciation Charges in respect of such redesignated Program Vehicle shall be made in accordance with requirements for Program Vehicles set forth in the definition of Depreciation Charges and the Lessor shall pay to the Lessee on the next succeeding Payment Date (a) in the case of any Vehicle that has not previously been redesignated as a Non-Program Vehicle, an amount equal to the difference, if any, between the Net Book Value of such Vehicle as of the date of redesignation and an amount equal to the Net Book Value of such Vehicle as of the date of redesignation calculated as if such Vehicle had been a Program Vehicle at all times on and after the Vehicle Operating Lease Commencement Date for such Vehicle or (b) in all other cases an amount (the related Sub“Assumption Redesignation Amount”) equal to the difference, if any, between the Net Book Value of such redesignated Program Vehicle as of the date of such redesignation of such Vehicle as a Program Vehicle and an amount equal to the Net Book Value of such redesignated Program Vehicle as of such date of redesignation calculated as if such Vehicle been a Program Vehicle on the Vehicle Operating Lease Commencement Date for such Vehicle and such Vehicle had never been redesignated from a Program Vehicle to a Non-ServicerProgram Vehicle; provided further that (1) no payment shall promptly notify be required to be made and no payment may be made by the Rating Agencies Lessor pursuant to the immediately preceding proviso to the extent that an Amortization Event of Potential Amortization Event with respect to each any Series of Group I Notes Outstanding exists or would be caused by such payment, (2) the amount of any redesignation such payment to be made by the Lessor on any such date shall be capped at and be paid from (and the obligation of Program Vehicles the Lessor to make such payment on such date shall be limited to) the amount of funds available to be released to the Lessor on such Manufacturer as Non-Program Vehicles date and (3) if any such payment from the Lessor is limited in amount pursuant to this Section 14either clause (1) or clause (2) above, the Lessor shall pay to the Lessee the funds available to be released to the Lessor on such Payment Date and shall pay to the Lessee on each Payment Date thereafter the amount available to be released to the Lessor until such payment described in clause (a) or clause (b) above has been paid in full to the Lessee.

Redesignation of Vehicles. (a) At any time, including upon the occurrence of without limitation, if (i) a Manufacturer Event of Default with respect to the Manufacturer of any Program Vehicle or any such Vehicle’s becoming becomes ineligible for repurchase by its Manufacturer or for sale at Auction under the applicable Manufacturer Program due to physical damage, repair charges or accrued mileage, in each case in excess (ii) the return of that permitted under the related Manufacturer Program, or due to any failure or inability to return the a Program Vehicle to the applicable Manufacturer or the designated auction prior to the expiration of the Repurchase Period, or due to cannot otherwise be effected for any other event or circumstancereason, the Servicer Lessor (or the related Sub-ServicerServicer on its behalf and at its instruction) may redesignate the related a Program Vehicle as a Non-Program Vehicle; , provided that, with respect to any such redesignation other than a redesignation pursuant to and in accordance with Section 18, that no Amortization Event or Potential Amortization Event with respect to any Series of Group I Notes Outstanding has occurred and is continuing or would be caused by such redesignation; redesignation and provided further, in each case, that in connection with any such redesignation the Lessor shall establish a Depreciation Schedule for such redesignated Non-Program Vehicle in accordance with Section 24 and the Lessee shall pay to the Lessor on the next succeeding Payment Date an amount equal to the difference, if any, between the Net Book Value of such Vehicle as of the date of redesignation and an amount (the “Redesignation Amount”) equal to the Net Book Value of such Vehicle as of the date of redesignation had such Vehicle been a Non-Program Vehicle on the Vehicle Operating Lease Commencement Date for such Vehicle subject to such newly established Depreciation Schedule; provided further, however, that if a Program Vehicle is redesignated as a Non-Program Vehicle under the circumstances described in Section 18(b), if (x) the Manufacturer of such redesignated Non-Program Vehicle assumes the related Manufacturer Program in accordance with the Bankruptcy Code, (y) following such assumption, such redesignated Non-Program Vehicle continues to be eligible under such assumed Manufacturer Program and (z) there are at least thirty (30) days prior to the expiration of the Maximum Term for a Program Vehicle, the Lessor may redesignate such Non-Program Vehicle as a Program Vehicle, and, in connection with such redesignation, future Depreciation Charges in respect of such redesignated Program Vehicle shall be made in accordance with requirements for Program Vehicles set forth in the Servicer definition of Depreciation Charges and shall assign a new Depreciation Schedule for pay to the Lessee on the next succeeding Payment Date the Redesignation Amount paid by the Lessee to the Lessor in connection with the original designation of such Vehicle as a Non-Program VehicleVehicle under the circumstances described in Section 18(b), and in connection therewith, the Lessee of such Vehicle shall pay on the next succeeding Payment Date, as additional Monthly Base Rent due together with respect to such Vehicle, an amount equal to the excessdifference, if any, of (i) between the Net Book Value of such redesignated Program Vehicle immediately before as of the date of redesignation over and an amount (iithe “Assumption Redesignation Amount”) equal to the Net Book Value of such redesignated Program Vehicle after recomputing the Net Book Value as of the date of such redesignation by applying the new Depreciation Schedule for of such Vehicle as though a Program Vehicle had such Vehicle had been a Non-Program Vehicle since on the Vehicle Operating Lease Commencement Date for such Vehicle. Subsequent Vehicle and such Vehicle had never been redesignated from a Program Vehicle to the occurrence of a Manufacturer Event of Default pursuant to clause (ii) of the definition thereof with respect to the Manufacturer of any Program Vehicle, the Servicer (or the related Sub-Servicer) shall promptly notify the Rating Agencies with respect to each Series of Group I Notes of any redesignation of Program Vehicles of such Manufacturer as Non-Program Vehicles Vehicle; provided further that no payment shall be required to be made and no payment may be made by the Lessor pursuant to this Section 14the immediately preceding proviso to the extent that an Amortization Event of Potential Amortization Event exists or would be caused by such payment.

Redesignation of Vehicles. (a) At any time, including upon the occurrence of a Manufacturer Event of Default with respect to the Manufacturer of any without limitation, if (i) an Eligible Program Vehicle or any such Vehicle’s becoming becomes ineligible for repurchase by its Manufacturer or for sale at Auction under the applicable Manufacturer Program due to physical damage, repair charges or accrued mileage, in each case in excess (ii) the return of that permitted under the related Manufacturer Program, or due to any failure or inability to return the an Eligible Program Vehicle to the applicable Manufacturer or the designated auction prior to the expiration of the Repurchase Period, or due to cannot otherwise be effected for any other event or circumstancereason, the Servicer Lessor (or the related Sub-ServicerServicer on its behalf and at its instruction) may redesignate the related a an Eligible Program Vehicle as a Non-Program Vehicle; provided that, with respect to any unless such redesignation other than Manufacturer is a redesignation pursuant to and in accordance with Section 18Defaulting Manufacturer, no Amortization Event or Potential Amortization Event with respect to any Series of Group I Notes Outstanding has occurred and is continuing or would be caused by such redesignation; and provided further, in each case, that in connection with any such redesignationredesignation (x) if no Depreciation Schedule exists with respect to such type of Vehicle, the Servicer Lessor shall assign establish a new Depreciation Schedule for such Vehicle as a redesignated Non-Program Vehicle, Vehicle in accordance with Section 23 and in connection therewith, (y) the Lessee of such Vehicle shall pay to the Lessor on the next succeeding Payment Date, as additional Monthly Base Rent due with respect to such Vehicle, Date an amount (the “Redesignation Amount”) equal to the excess, if any, of (i) the Net Book Value of such Vehicle immediately before as of the date of redesignation over (ii) an amount equal to the Net Book Value of such Vehicle after recomputing the Net Book Value as of the date of such redesignation by applying the new Depreciation Schedule for calculated as if such Vehicle as though such Vehicle had been a Non-Program Vehicle since on the Vehicle Operating Lease Commencement Date for such Vehicle. Subsequent However, with respect to (i) an Eligible Program Vehicle that is redesignated as a Non-Program Vehicle under the occurrence circumstances described in Section 17(b) or (ii) a Non-Program Vehicle purchased from a Manufacturer during the continuance of a Manufacturer Event of Default pursuant to clause (ii) of the definition thereof with respect to such Manufacturer that would constitute a Program Vehicle but for the existence of such Manufacturer Event of Default, if (x) the Manufacturer of any such Vehicle assumes its Manufacturer Program in accordance with the Bankruptcy Code, (y) following the assumption described in such clause (x), such Non-Program Vehicle is eligible under such assumed Manufacturer Program and otherwise meets the qualifications for an Eligible Program Vehicle (provided that, solely for the purposes of this sentence, in determining whether such Vehicle is an Eligible Program Vehicle in accordance with the definition thereof, the Vehicle Operating Lease Commencement Date with respect to such Vehicle shall be deemed to be the date of the redesignation thereof hereunder) and (z) there are at least thirty (30) days prior to the expiration of the Maximum Term for such Eligible Program Vehicle, the Servicer Lessor may redesignate such Non-Program Vehicle as an Eligible Program Vehicle, and, in connection with such redesignation, future Depreciation Charges in respect of such redesignated Eligible Program Vehicle shall be made in accordance with requirements for Eligible Program Vehicles set forth in the definition of Depreciation Charges and the Lessor shall pay to the Lessee on the next succeeding Payment Date an amount (or the related Sub-Servicer“Assumption Redesignation Amount”) equal to the excess, if any, between the Net Book Value of such redesignated Eligible Program Vehicle as of the date of such redesignation of such Vehicle as an Eligible Program Vehicle over an amount equal to the Net Book Value of such redesignated Eligible Program Vehicle as of such date of redesignation calculated as if such Vehicle been an Eligible Program Vehicle at all times since the Vehicle Operating Lease Commencement Date for such Vehicle; provided that (1) no payment of any Assumption Redesignation Amount shall promptly notify be required to be made and no payment may be made by the Rating Agencies Lessor to the extent that an Amortization Event of Potential Amortization Event with respect to each any Series of Group I Notes Outstanding exists or would be caused by such payment, (2) the amount of any redesignation such payment of Program Vehicles any Assumption Redesignation Amount to be made by the Lessor on any Payment Date shall be capped at and be paid from (and the obligation of the Lessor to make such Manufacturer as Non-Program Vehicles payment on such Payment Date shall be limited to) the amount of funds available to be released to the Lessor on such Payment Date and not otherwise required to be applied to any other payment under the terms of any Related Document and (3) if any such payment of any Assumption Redesignation Amount from the Lessor is limited in amount pursuant to this Section 14either clause (1) or clause (2) above, the Lessor shall pay to the Lessee on each Payment Date thereafter the amount available in accordance with clauses (1) and (2) until the Assumption Redesignation Amount has been paid in full to the Lessee.