Common use of Redesignation of Vehicles Clause in Contracts

Redesignation of Vehicles. At any time, including without limitation, if (i) 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 the applicable Manufacturer cannot otherwise be effected for any reason, the Lessor (or the Servicer on its behalf and at its instruction) may redesignate a Program Vehicle as a Non-Program Vehicle, provided that, unless such Manufacturer is a Defaulting Manufacturer, no Amortization Event or Potential Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing or would be caused by such redesignation and provided further, in each 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 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 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 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-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, (2) the amount of any such payment to be made by the Lessor on any such date shall be capped at and be paid from (and the obligation of 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 date and (3) if any such payment from the 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 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. At any time, including without limitation, if (i) a 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 a an Eligible Program Vehicle to the applicable Manufacturer cannot otherwise be effected for any reason, the Lessor (or the Servicer on its behalf and at its instruction) may redesignate a an Eligible Program Vehicle as a Non-Program Vehicle, ; provided that, unless such Manufacturer is a Defaulting Manufacturer, no Amortization Event or Potential Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing or would be caused by such redesignation and redesignation; provided further, in each case, that in connection with such redesignation (x) if no Depreciation Schedule exists with respect to such type of Vehicle, the Lessor shall establish a Depreciation Schedule for such redesignated Non-Program Vehicle in accordance with Section 24 23 and (y) the Lessee shall pay to the Lessor on the next succeeding Payment Date an amount (the “Redesignation Amount”) equal to the differenceexcess, if any, between of the Net Book Value of such Vehicle as of the date of redesignation and over 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 Vehicle. However, with respect to such newly established Depreciation Schedule; provided further, however, that if (Ii) a an Eligible Program Vehicle that is redesignated as a Non-Program Vehicle under the circumstances described in Section 18(b17(b) or (IIii) 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 that would constitute a Program Vehicle but for the existence of such Manufacturer Event of Default (each such Vehicle, a “Redesignated Ineligible Program Vehicle”)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 Program Vehicles under an Eligible Manufacturer 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 a such Eligible Program Vehicle, the Lessor may redesignate such Non-Program Vehicle as a 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 (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 differenceexcess, if any, between the Net Book Value of such redesignated Eligible Program Vehicle as of the date of such redesignation of such Vehicle as a an Eligible Program Vehicle and 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 a an Eligible Program Vehicle on at all times since 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 of any Assumption Redesignation Amount 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, (2) the amount of any such payment of any Assumption Redesignation Amount to be made by the Lessor on any such date Payment Date shall be capped at and be paid from (and the obligation of the Lessor to make such payment on such date Payment Date shall be limited to) the amount of funds available to be released to the Lessor on such date 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 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 Payment Date and shall pay to the Lessee on each Payment Date thereafter the amount available to be released to in accordance with clauses (1) and (2) until the Lessor until such payment described in clause (a) or clause (b) above Assumption Redesignation Amount has been paid in full to the Lessee.

Redesignation of Vehicles. At any time, including without limitation, if (i) 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 the applicable Manufacturer cannot otherwise be effected for any reason, the Lessor (or the Servicer on its behalf and at its instruction) may redesignate a Program Vehicle as a Non-Program Vehicle, provided that, unless such Manufacturer is a Defaulting Manufacturer, that no Amortization Event or Potential Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing or would be caused by such redesignation and provided further, in each 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 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 calculated as if 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 (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 redesignated Non-Program Vehicle assumes its the related Manufacturer Program in accordance with the Bankruptcy Code, (y) following the assumption described in such clause (x)assumption, such redesignated Non-Program Vehicle is 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 definition of Depreciation Charges and the Lessor shall pay to the Lessee on the next succeeding Payment Date (a) the Redesignation Amount paid by the Lessee to the Lessor in connection with the case original designation of any such Vehicle that has not previously been redesignated as a Non-Program VehicleVehicle 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 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 (the “Assumption Redesignation Amount”) equal to the Net Book Value of such redesignated Program Vehicle as of such the date of redesignation calculated of such Vehicle as if a Program Vehicle had 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, (2) the amount of any such payment to be made by the Lessor on any such date shall be capped at and be paid from (and the obligation of 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 date and (3) if any such payment from the 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 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. At any time, including without limitation, if (i) 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 the applicable Manufacturer cannot otherwise be effected for any reason, the Lessor (or the Servicer on its behalf and at its instruction) may redesignate a Program Vehicle as a Non-Program Vehicle, provided that, unless such Manufacturer is a Defaulting Manufacturer, no Amortization Event or Potential Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing or would be caused by such redesignation and provided further, in each 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 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 calculated as if 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 (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 redesignated Non-Program Vehicle assumes its the related Manufacturer Program in accordance with the Bankruptcy Code, (y) following the assumption described in such clause (x)assumption, such redesignated Non-Program Vehicle is 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 definition of Depreciation Charges and the Lessor shall pay to the Lessee on the next succeeding Payment Date (a) the Redesignation Amount paid by the Lessee to the Lessor in connection with the case original designation of any such Vehicle that has not previously been redesignated as a Non-Program VehicleVehicle 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 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 (the “Assumption Redesignation Amount”) equal to the Net Book Value of such redesignated Program Vehicle as of such the date of redesignation calculated of such Vehicle as if a Program Vehicle had 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, (2) the amount of any such payment to be made by the Lessor on any such date shall be capped at and be paid from (and the obligation of 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 date and (3) if any such payment from the 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 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 without limitation, if (i) upon the occurrence of a Manufacturer Event of Default with respect to the Manufacturer of any Program Vehicle becomes or any such Vehicle's becoming ineligible for repurchase by its Manufacturer or for sale at Auction under the applicable Manufacturer Program Program, due to physical damage, repair charges or (ii) accrued mileage, in each case in excess of that permitted under the related Manufacturer Program, or due to any failure or inability to return of a Program the Vehicle to the applicable Manufacturer cannot otherwise be effected for or the designated auction prior to the expiration of the Repurchase Period, or due to any reasonother event or circumstance, the Lessor Servicer (or the Servicer on its behalf and at its instructionrelated Sub-Servicer) may redesignate a Program designate the related Vehicle as a Non-Program Vehicle, ; provided that, unless such Manufacturer is a Defaulting Manufacturer, 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 any additional Monthly Base Rent due with respect to 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 Vehicle, relating to the Lessor on the next succeeding Payment Date an amount equal to the differencedecrease, if any, between of the Net Book Value of such Vehicle as of under the date of redesignation and an amount (newly applicable Depreciation Schedule, shall be paid on the “Redesignation Amount”) equal next succeeding Payment Date. Subsequent 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 occurrence 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 any Program Vehicle, the Lessor 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. (b) At any time, the Servicer (or the related Sub-Servicer) may redesignate such designate a Non-Program Vehicle as a Program Vehicle if the related Manufacturer has acknowledged that such Vehicle is entitled to the benefits of its Manufacturer Program; provided further, in each case, that any additional Monthly Base Rent due with respect to such 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 relating 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 differencedecrease, if any, between of the Net Book Value of such Vehicle as of under the date of redesignation and an amount equal to the Net Book Value of newly applicable depreciation schedule specified under 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 differenceManufacturer Program, 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 shall be paid 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, (2) the amount of any such payment to be made by the Lessor on any such date shall be capped at and be paid from (and the obligation of 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 date and (3) if any such payment from the 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 next succeeding 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 LesseeDate.