Common use of Redesignation of Vehicles Clause in Contracts

Redesignation of Vehicles. (a) Mandatory Program Vehicle to Non-Program Vehicle Redesignations. With respect to any Lease Vehicle that is a Program Vehicle leased by any Lessee hereunder as of any date of determination, the Lessor shall on the date specified in Sub-Clause 2.5(d) (Timing of Redesignations) redesignate such Lease Vehicle as a Non-Program Vehicle, if: (i) a Manufacturer Event of Default is continuing with respect to the Manufacturer of such Lease Vehicle as of such date; or (ii) as of any such date occurring after the Minimum Program Term End Date with respect to such Lease Vehicle, such Lease Vehicle was returned as of such date pursuant to the terms of the Manufacturer Program with respect to such Lease Vehicle, the Manufacturer of such Lease Vehicle would not be obligated to pay a repurchase price for such Lease Vehicle, or guarantee the disposition proceeds to be received for such Vehicle, in each case in an amount at least equal to (1) the Net Book Value of such Lease Vehicle, as of such date, minus (2) the Final Base Rent that would be payable in respect of such Lease Vehicle, assuming that such date were the Disposition Date for such Lease Vehicle, minus (3) the Excess Mileage Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus (4) the Excess Damage Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus (5) the Pre-VLCD Program Vehicle Depreciation Amount paid or payable with respect to such Lease Vehicle, as of such date, minus (6) the Program Vehicle Depreciation Assumption True-Up Amount paid or payable with respect to such Lease Vehicle, as of such date.

Appears in 2 contracts

Samples: Master Lease and Servicing Agreement, Master Lease and Servicing Agreement

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Redesignation of Vehicles. (a) Mandatory 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 Redesignations. With Vehicle; provided that, with respect to any Lease Vehicle that 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 a Program Vehicle leased continuing or would be caused by such redesignation; and provided further, in each case, in connection with any Lessee hereunder as of any date of determinationsuch redesignation, the Lessor Servicer shall on the date specified in Sub-Clause 2.5(d) (Timing of Redesignations) redesignate assign a new Depreciation Schedule for such Lease Vehicle as a Non-Program Vehicle, if: (i) a Manufacturer Event of Default is continuing with respect to and in connection therewith, the Manufacturer Lessee of such Lease Vehicle shall pay on the next succeeding Payment Date, as of such date; or (ii) as of any such date occurring after the Minimum Program Term End Date additional Monthly Base Rent due with respect to such Lease Vehicle, such Lease Vehicle was returned as of such date pursuant an amount equal to the terms excess, if any, of the Manufacturer Program with respect to such Lease Vehicle, the Manufacturer of such Lease Vehicle would not be obligated to pay a repurchase price for such Lease Vehicle, or guarantee the disposition proceeds to be received for such Vehicle, in each case in an amount at least equal to (1i) the Net Book Value of such Lease Vehicle, Vehicle immediately before the redesignation over (ii) the Net Book Value of such Vehicle after recomputing the Net Book Value as of such date, minus (2) the Final Base Rent that would be payable in respect 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 Vehicle, assuming that such date were the Disposition Commencement Date for such Lease Vehicle, minus . Subsequent to the occurrence of a Manufacturer Event of Default pursuant to clause (3ii) of the Excess Mileage Charges definition thereof with respect to such Lease the Manufacturer of any Program Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus Servicer (4or the related Sub-Servicer) shall promptly notify the Excess Damage Charges Rating Agencies with respect to such Lease Vehicle, that would be applicable as each Series of Group I Notes of any redesignation of Program Vehicles of such date, assuming that such date were the Disposition Date, minus (5) the PreManufacturer as Non-VLCD Program Vehicle Depreciation Amount paid or payable with respect Vehicles pursuant to such Lease Vehicle, as of such date, minus (6) the Program Vehicle Depreciation Assumption True-Up Amount paid or payable with respect to such Lease Vehicle, as of such datethis Section 14.

Appears in 2 contracts

Samples: Master Motor Vehicle Lease and Servicing Agreement (Vanguard Car Rental Group Inc.), Master Motor Vehicle Lease and Servicing Agreement (Vanguard Car Rental Group Inc.)

Redesignation of Vehicles. At any time, including without limitation, if (ai) Mandatory a Program Vehicle becomes ineligible for repurchase by its Manufacturer or for sale at Auction under the applicable Manufacturer Program or (ii) the return of a Program Vehicle to Non-Program Vehicle Redesignations. With respect to the applicable Manufacturer cannot otherwise be effected for any Lease Vehicle that is a Program Vehicle leased by any Lessee hereunder as of any date of determinationreason, the Lessor shall (or the Servicer on the date specified in Sub-Clause 2.5(dits behalf and at its instruction) (Timing of Redesignations) may redesignate such Lease a Program Vehicle as a Non-Program Vehicle, if: (i) a Manufacturer provided that no Amortization Event of Default is continuing or Potential Amortization Event with respect to the Manufacturer any Series of Notes Outstanding has occurred and is continuing or would be caused by such Lease Vehicle as of such date; or (ii) as of any such date occurring after the Minimum Program Term End Date with respect to such Lease Vehicle, such Lease Vehicle was returned as of such date pursuant to the terms of the Manufacturer Program with respect to such Lease Vehicle, the Manufacturer of such Lease Vehicle would not be obligated to pay a repurchase price for such Lease Vehicle, or guarantee the disposition proceeds to be received for such Vehicleredesignation and provided further, in each case case, that in connection with 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 at least equal to (1) 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 of a Program Vehicle, and, in connection with such dateredesignation, minus (2) the Final Base Rent that would be payable 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 shall 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 Vehicle under the circumstances described in Section 18(b), together with an amount equal to the difference, if any, between the Net Book Value of such redesignated Program Vehicle as of the date of redesignation and an amount (the “Assumption Redesignation Amount”) equal to the Net Book Value of such redesignated Program Vehicle as of the date of redesignation of such Vehicle as a Program Vehicle had such Vehicle been a Program Vehicle on the Vehicle Operating Lease Vehicle, assuming that such date were the Disposition Commencement Date for such Lease Vehicle and such Vehicle had never been redesignated from a Program Vehicle to a Non-Program Vehicle, minus (3) ; provided further that no payment shall be required to be made and no payment may be made by the Excess Mileage Charges with respect Lessor pursuant to such Lease Vehicle, the immediately preceding proviso to the extent that an Amortization Event of Potential Amortization Event exists or would be applicable as of caused by such date, assuming that such date were the Disposition Date, minus (4) the Excess Damage Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus (5) the Pre-VLCD Program Vehicle Depreciation Amount paid or payable with respect to such Lease Vehicle, as of such date, minus (6) the Program Vehicle Depreciation Assumption True-Up Amount paid or payable with respect to such Lease Vehicle, as of such datepayment.

Appears in 1 contract

Samples: Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Corp)

Redesignation of Vehicles. (a) Mandatory 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 Non-Program Vehicle Redesignations. With respect physical damage, repair charges or accrued mileage, in each case in excess of that permitted under the related Manufacturer Program, or due to any Lease failure or inability to return the Vehicle that is a Program Vehicle leased by to the Manufacturer or the designated auction prior to the expiration of the Repurchase Period, or due to any Lessee hereunder as of any date of determinationother event or circumstance, the Lessor shall on Servicer (or the date specified in related Sub-Clause 2.5(dServicer) (Timing of Redesignations) redesignate such Lease may designate the related Vehicle as a Non-Program Vehicle; provided that 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, if: (i) in each case, that any additional Monthly Base Rent due with respect to such Vehicle, relating to the decrease, if any, of the Net Book Value of such Vehicle under the newly applicable Depreciation Schedule, shall be paid on the next succeeding Payment Date. Subsequent to the occurrence of a Manufacturer Event of Default is continuing 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 Lease Manufacturer as Non-Program Vehicles pursuant to this Section 14. (b) At any time, the Servicer (or the related Sub-Servicer) may designate a Non-Program Vehicle as a Program Vehicle if the related Manufacturer has acknowledged that such Vehicle is entitled to the benefits of such dateits Manufacturer Program; or (ii) as of provided further, in each case, that any such date occurring after the Minimum Program Term End Date additional Monthly Base Rent due with respect to such Lease Vehicle, such Lease Vehicle was returned as of such date pursuant relating to the terms decrease, if any, of the Manufacturer Program with respect to such Lease Vehicle, the Manufacturer of such Lease Vehicle would not be obligated to pay a repurchase price for such Lease Vehicle, or guarantee the disposition proceeds to be received for such Vehicle, in each case in an amount at least equal to (1) the Net Book Value of such Lease VehicleVehicle under the newly applicable depreciation schedule specified under such Manufacturer Program, as of such date, minus (2) shall be paid on the Final Base Rent that would be payable in respect of such Lease Vehicle, assuming that such date were the Disposition Date for such Lease Vehicle, minus (3) the Excess Mileage Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition next succeeding Payment Date, minus (4) the Excess Damage Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus (5) the Pre-VLCD Program Vehicle Depreciation Amount paid or payable with respect to such Lease Vehicle, as of such date, minus (6) the Program Vehicle Depreciation Assumption True-Up Amount paid or payable with respect to such Lease Vehicle, as of such date.

Appears in 1 contract

Samples: Master Motor Vehicle Lease and Servicing Agreement (Autonation Inc /Fl)

Redesignation of Vehicles. At any time, including without limitation, if (ai) Mandatory a Program Vehicle becomes ineligible for repurchase by its Manufacturer or for sale at Auction under the applicable Manufacturer Program or (ii) the return of a Program Vehicle to Non-Program Vehicle Redesignations. With respect to the applicable Manufacturer cannot otherwise be effected for any Lease Vehicle that is a Program Vehicle leased by any Lessee hereunder as of any date of determinationreason, the Lessor shall (or the Servicer on the date specified in Sub-Clause 2.5(dits behalf and at its instruction) (Timing of Redesignations) may redesignate such Lease a Program Vehicle as a Non-Program Vehicle, if: (i) provided that, unless such Manufacturer is a Manufacturer Defaulting Manufacturer, no Amortization Event of Default is continuing or Potential Amortization Event with respect to the Manufacturer any Series of Notes Outstanding has occurred and is continuing or would be caused by such Lease Vehicle as of such date; or (ii) as of any such date occurring after the Minimum Program Term End Date with respect to such Lease Vehicle, such Lease Vehicle was returned as of such date pursuant to the terms of the Manufacturer Program with respect to such Lease Vehicle, the Manufacturer of such Lease Vehicle would not be obligated to pay a repurchase price for such Lease Vehicle, or guarantee the disposition proceeds to be received for such Vehicleredesignation and provided further, in each case case, that in connection with 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 at least equal to (1) 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 calculated as if 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 (I) a Program Vehicle is redesignated as a Non-Program Vehicle under the 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 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 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 “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 datedate 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-Program Vehicle; provided further that (1) no payment shall be required to be made and no payment may be made by the Lessor pursuant to the immediately preceding proviso to the extent that an Amortization Event of Potential Amortization Event with respect to any Series of Notes Outstanding exists or would be caused by such payment, minus (2) the Final Base Rent that would amount of any such payment to be payable in respect of such Lease Vehicle, assuming that made by the Lessor on any such date were shall be capped at and be paid from (and the Disposition Date for obligation of the Lessor to make such Lease Vehicle, minus payment on such date shall be limited to) the amount of funds available to be released to the Lessor on such date and (3) if any such payment from the Excess Mileage Charges with respect Lessor is limited in amount pursuant to either clause (1) or clause (2) above, the Lessor shall pay to the Lessee the funds available to be released to the Lessor on such Lease Vehicle, that would Payment Date and shall pay to the Lessee on each Payment Date thereafter the amount available to be applicable as of released to the Lessor until such date, assuming that such date were payment described in clause (a) or clause (b) above has been paid in full to the Disposition Date, minus (4) the Excess Damage Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus (5) the Pre-VLCD Program Vehicle Depreciation Amount paid or payable with respect to such Lease Vehicle, as of such date, minus (6) the Program Vehicle Depreciation Assumption True-Up Amount paid or payable with respect to such Lease Vehicle, as of such dateLessee.

Appears in 1 contract

Samples: Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Global Holdings Inc)

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Redesignation of Vehicles. At any time, including without limitation, if (ai) Mandatory an Eligible Program Vehicle becomes ineligible for repurchase by its Manufacturer or for sale at Auction under the applicable Manufacturer Program or (ii) the return of an Eligible Program Vehicle to Non-Program Vehicle Redesignations. With respect to the applicable Manufacturer cannot otherwise be effected for any Lease Vehicle that is a Program Vehicle leased by any Lessee hereunder as of any date of determinationreason, the Lessor shall (or the Servicer on the date specified in Sub-Clause 2.5(dits behalf and at its instruction) (Timing of Redesignations) may redesignate such Lease a an Eligible Program Vehicle as a Non-Program Vehicle; provided that, if: (i) unless such Manufacturer is a Manufacturer Defaulting Manufacturer, no Amortization Event of Default is continuing or Potential Amortization Event with respect to the Manufacturer any Series of Notes Outstanding has occurred and is continuing or would be caused by such Lease Vehicle as of redesignation; provided further, that in connection with such date; or redesignation (iix) as of any such date occurring after the Minimum Program Term End Date if no Depreciation Schedule exists with respect to such Lease Vehicle, such Lease Vehicle was returned as type of such date pursuant to the terms of the Manufacturer Program with respect to such Lease Vehicle, the Manufacturer of such Lease Vehicle would not be obligated to pay Lessor shall establish a repurchase price Depreciation Schedule for such Lease Vehicle, or guarantee redesignated Non-Program Vehicle in accordance with Section 23 and (y) the disposition proceeds Lessee shall pay to be received for such Vehicle, in each case in the Lessor on the next succeeding Payment Date an amount at least (the “Redesignation Amount”) equal to (1) the excess, if any, of the Net Book Value of such Vehicle as of the date of redesignation over an amount equal to the Net Book Value of such Vehicle as of the date of redesignation calculated as if such Vehicle been a Non-Program Vehicle on the Vehicle Operating Lease Commencement Date for such Vehicle. However, with respect to (i) an Eligible Program Vehicle that is redesignated as a Non-Program Vehicle under the 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 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 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 (the “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 datedate 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 be required to be made and no payment may be made by the Lessor to the extent that an Amortization Event of Potential Amortization Event with respect to any Series of Notes Outstanding exists or would be caused by such payment, minus (2) the Final Base Rent that would amount of any such payment of any Assumption Redesignation Amount to be payable in respect 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 Lease Vehicle, assuming that payment on such date were Payment Date shall be limited to) the Disposition amount of funds available to be released to the Lessor on such Payment Date for such Lease Vehicle, minus 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 Excess Mileage Charges Lessor is limited in amount pursuant to either clause (1) or clause (2) above, the Lessor shall pay to the Lessee on each Payment Date thereafter the amount available in accordance with respect clauses (1) and (2) until the Assumption Redesignation Amount has been paid in full to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus (4) the Excess Damage Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus (5) the Pre-VLCD Program Vehicle Depreciation Amount paid or payable with respect to such Lease Vehicle, as of such date, minus (6) the Program Vehicle Depreciation Assumption True-Up Amount paid or payable with respect to such Lease Vehicle, as of such dateLessee.

Appears in 1 contract

Samples: Master Motor Vehicle Operating Lease and Servicing Agreement (Zipcar Inc)

Redesignation of Vehicles. At any time, including without limitation, if (ai) Mandatory a Program Vehicle becomes ineligible for repurchase by its Manufacturer or for sale at Auction under the applicable Manufacturer Program or (ii) the return of a Program Vehicle to Non-Program Vehicle Redesignations. With respect to the applicable Manufacturer cannot otherwise be effected for any Lease Vehicle that is a Program Vehicle leased by any Lessee hereunder as of any date of determinationreason, the Lessor shall (or the Servicer on the date specified in Sub-Clause 2.5(dits behalf and at its instruction) (Timing of Redesignations) may redesignate such Lease a Program Vehicle as a Non-Program Vehicle, if: (i) provided that, unless such Manufacturer is a Manufacturer Defaulting Manufacturer, no Amortization Event of Default is continuing or Potential Amortization Event with respect to the Manufacturer any Series of Notes Outstanding has occurred and is continuing or would be caused by such Lease Vehicle as of such date; or (ii) as of any such date occurring after the Minimum Program Term End Date with respect to such Lease Vehicle, such Lease Vehicle was returned as of such date pursuant to the terms of the Manufacturer Program with respect to such Lease Vehicle, the Manufacturer of such Lease Vehicle would not be obligated to pay a repurchase price for such Lease Vehicle, or guarantee the disposition proceeds to be received for such Vehicleredesignation and provided further, in each case case, that in connection with 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 at least equal to (1) 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 of a Program Vehicle, and, in connection with such dateredesignation, minus (2) the Final Base Rent that would be payable 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 shall 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 Vehicle under the circumstances described in Section 18(b), together with an amount equal to the difference, if any, between the Net Book Value of such redesignated Program Vehicle as of the date of redesignation and an amount (the “Assumption Redesignation Amount”) equal to the Net Book Value of such redesignated Program Vehicle as of the date of redesignation of such Vehicle as a Program Vehicle had such Vehicle been a Program Vehicle on the Vehicle Operating Lease Vehicle, assuming that such date were the Disposition Commencement Date for such Lease Vehicle and such Vehicle had never been redesignated from a Program Vehicle to a Non-Program Vehicle, minus (3) ; provided further that no payment shall be required to be made and no payment may be made by the Excess Mileage Charges with respect Lessor pursuant to such Lease Vehicle, the immediately preceding proviso to the extent that an Amortization Event of Potential Amortization Event exists or would be applicable as of caused by such date, assuming that such date were the Disposition Date, minus (4) the Excess Damage Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus (5) the Pre-VLCD Program Vehicle Depreciation Amount paid or payable with respect to such Lease Vehicle, as of such date, minus (6) the Program Vehicle Depreciation Assumption True-Up Amount paid or payable with respect to such Lease Vehicle, as of such datepayment.

Appears in 1 contract

Samples: Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Global Holdings Inc)

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