Amortization Events. If any of the following shall occur: (a) RCFC defaults in the payment of (i) any interest on, the Series 2010-3 Note when the same becomes due and payable and such default continues for at least five (5) consecutive Business Days or (ii) any other amount payable in respect of the Series 2010-3 Note (other than the payments described in clause (b) below) when the same becomes due and payable and such default continues for at least ten (10) consecutive Business Days; (b) all principal of and interest on the Series 2010-3 Note is not paid in full on or before the Series 2010-3 Commitment Termination Date; (c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease); (d) the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG or Hertz; (e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be less than the Series 2010-3 Asset Coverage Threshold Amount for at least ten (10) consecutive Business Days; (f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act; (g) any Series 2010-3 Lease Payment Default shall have occurred and be continuing; (h) the Series 2010-3 Collection Account, the Master Collateral Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged; (i) other than as a result of a Series 2010-3 Permitted Lien, either (i) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion of the Series 2010-3 RCFC Segregated Vehicle Collateral), or with respect to either of the foregoing clause (i) or (ii), any of any Lessee, RCFC or any Affiliate of either so asserts in writing; (j) any Series 2010-3 Operating Lease Event of Default (other than a Series 2010-3 Lease Payment Default) shall have occurred and be continuing; (k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing; (l) RCFC fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator; (m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator; (n) there shall have been filed against Hertz, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC or any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (o) any of the Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related Documents; or (p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of: (i) any event described in clauses (a) through (g) above and clause (p), a “Series 2010-3 Amortization Event” shall immediately occur without any notice or other action on the part of the Trustee or any other Person; and (ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group II
Appears in 2 contracts
Sources: Fourth Amended and Restated Series 2010 3 Supplement (Hertz Global Holdings Inc), Fourth Amended and Restated Series 2010 3 Supplement (Hertz Global Holdings Inc)
Amortization Events. If any In addition to the Amortization Events set forth in Sections 9.1(a) and (b) of the Group II Supplement, the following shall occurbe Amortization Events with respect to the Series 2013-B Notes and shall constitute the Amortization Events set forth in Section 9.1(c) of the Group II Supplement with respect to the Series 2013-B Notes:
(a) RCFC HVF II defaults in the payment of (i) any interest on, or other amount payable in respect of, the Series 20102013-3 Note B Notes when the same becomes due and payable and such default continues for at least five a period of three (5) consecutive Business Days or (ii) any other amount payable in respect of the Series 2010-3 Note (other than the payments described in clause (b) below) when the same becomes due and payable and such default continues for at least ten (103) consecutive Business Days;
(b) a Series 2013-B Liquid Enhancement Deficiency shall exist and continue to exist for at least three (3) consecutive Business Days;
(c) all principal of and interest on the Series 20102013-3 Note B Notes is not paid in full on or before the Series 2010-3 Commitment Termination Expected Final Payment Date;
(c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease);
(d) the occurrence any Group II Aggregate Asset Amount Deficiency exists and continues for a period of three (3) consecutive Business Days;
(e) any of (i) a Group II Leasing Company Amortization Event (other than a Group II Leasing Company Amortization Event resulting from an Event of Bankruptcy with respect to RCFC, DTAG, DTG or Hertz;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be less than the Series 2010-3 Asset Coverage Threshold Amount for at least ten (10) consecutive Business Days;
(f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act;
(g) any Series 2010-3 Lease Payment Default shall have occurred and be continuing;
(h) the Series 2010-3 Collection Account, the Master Collateral Account containing amounts relating Group II Lessee triggered pursuant to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iiia) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged;
(i) other than as a result of a Series 2010-3 Permitted Lien, either (i) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion of the Series 2010-3 RCFC Segregated Vehicle Collateral), or with respect to either of the foregoing clause (i) or (ii), any of any Lessee, RCFC or any Affiliate of either so asserts in writing;
(j) any Series 2010-3 Operating Lease Event of Default (other than a Series 2010-3 Lease Payment DefaultBankruptcy) shall have occurred with respect to any Group II Leasing Company Note and be continuingcontinue for a period of three (3) consecutive Business Days, (ii) a Group II Leasing Company Amortization Event resulting from an Event of Bankruptcy with respect to any Group II Lessee triggered pursuant to clause (a) of the definition of Event of Bankruptcy shall have occurred with respect to any Group II Leasing Company Note or (iii) a Group II Leasing Company Amortization Event shall have occurred with respect to each Group II Leasing Company Note;
(k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing;
(l) RCFC fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(nf) there shall have been filed against Hertz, DTAG, DTG or RCFC either HVF II (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Series 2013-B Permitted Lien) that would could reasonably be expected to attach to the assets of RCFC or any RCFC Escrow Account and HVF II and, in each case, thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(og) any of the Series 20102013-3 B Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to be in full force and effect effect, enforceable in accordance with its terms (other than in accordance with its the terms thereof or as otherwise expressly permitted in the Series 20102013-3 B Related Documents), ) or Hertz, DTAGany Group II Leasing Company, DTG any Group II Lessee or RCFC HVF II shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within thirty ten (3010) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF II, any party to Group II Leasing Company, any such agreement (other than RCFC Group II Lessee, or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2013-B Related Documents;
(h) any Group II Administrator Default shall have occurred;
(i) the Group II Collection Account, any Collateral Account in which Group II Collections are on deposit as of such date or any Series 2013-B Account (other than the Series 2013-B Reserve Account and the Series 2013-▇ ▇/C Cash Collateral Account) shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2013-B Permitted Lien) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged;
(j) (A) the Series 2013-B Reserve Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2013-B Permitted Lien) for a period of at least three (3) consecutive Business Days or (B) other than any Lien described in clause (iii) of the definition of Series 2013-B Permitted Lien, the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2013-B Reserve Account Collateral (or any of HVF II or any Affiliate thereof so asserts in writing) and, in each case, the Series 2013-B Adjusted Liquid Enhancement Amount, excluding therefrom the Series 2013-B Available Reserve Account Amount, would be less than the Series 2013-B Required Liquid Enhancement Amount and such cessation shall not have resulted from a Series 2013-B Permitted Lien;
(k) from and after the funding of the Series 2013-▇ ▇/C Cash Collateral Account, (A) the Series 2013-▇ ▇/C Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2013-B Permitted Lien) for a period of at least three (3) consecutive Business Days or (B) other than any Lien described in clause (iii) of the definition of Series 2013-B Permitted Lien, the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2013-▇ ▇/C Cash Collateral Account Collateral (or HVF II or any Affiliate thereof so asserts in writing) and, in each case, the Series 2013-B Adjusted Liquid Enhancement Amount, excluding therefrom the Series 2013-B Available L/C Cash Collateral Account Amount, would be less than the Series 2013-B Required Liquid Enhancement Amount;
(l) a Change of Control shall have occurred;
(m) HVF II shall fail to acquire and maintain in force one or more Series 2013-B Interest Rate Caps at the times and in at least the notional amounts required by the terms of Section 4.4 and such failure continues for at least three (3) consecutive Business Days;
(n) other than as a result of a Series 2013-B Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2013-B Collateral (other than the Series 2013-B Reserve Account Collateral, the Series 2013-▇ ▇/C Cash Collateral Account Collateral or any Series 2013-B Letter of Credit) or HVF II or any Affiliate thereof so asserts in writing;
(o) the occurrence of a Hertz Senior Credit Facility Default;
(p) any of HVF II, the HVF II General Partner or the Group II Administrator fails to comply with any of its other agreements or covenants in the Series 2013-B Notes or any Series 2013-B Related Document and the failure to so comply materially and adversely affects the interests of the Series 2013-B Noteholders and continues to materially and adversely affect the interests of the Series 2013-B Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF II obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF II by the Trustee or to HVF II and the Trustee by the Administrative Agent; provided that, solely with respect to the covenant of the Group II Administrator specified in Section 25 of Annex 2 hereof, such thirty (30) day grace period shall not apply
(q) (i) any representation made by HVF II in any Series 2013-B Related Document is false or (ii)(A) any representation made by the Group II Administrator herein or (B) any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the Group II Administrator to any Funding Agent pursuant Section 24 or 25 of Annex 2 hereto, in the case of either the preceding clause (A) or (B), is false or misleading on the date as of which the facts therein set forth are stated or certified, and, in the case of either the preceding clause (i) or (ii), such falsity materially and adversely affects the interests of the Series 2013-B Noteholders and such falsity is not cured for a period of thirty (30) consecutive days after the earlier of (x) the date on which an Authorized Officer of HVF II or the Group II Administrator, as the case may be, obtains actual knowledge thereof or (y) the date that written notice thereof is given to HVF II or the Group II Administrator, as the case may be, by the Trustee or to HVF II or the Group II Administrator, as the case may be, and to the Trustee by the Administrative Agent;
(r) (I) any Group II Lease Servicer shall fail to comply with its obligations under any Group II Back-Up Disposition Agreement and the failure to so comply materially and adversely affects the interests of the Series 2013-B Noteholders and continues to materially and adversely affect the interests of the Series 2013-B Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of the Group II Administrator or HVF II obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Group II Administrator and HVF II by the Trustee or to the Group II Administrator, HVF II and the Trustee by the Administrative Agent or (II) any Group II Back-Up Disposition Agent Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect or enforceable (other than in accordance with its terms or otherwise as expressly permitted in the Group II Back-Up Administration Agreement) for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF II or the Group II Administrator, as applicable, obtains actual knowledge thereof or (ii) the date on which written notice thereof shall have been given to HVF II and the Group II Administrator by the Trustee or to HVF II, the Group II Administrator and the Trustee by the Administrative Agent (unless such failure to be in full force and effect or failure to be enforceable is a result of a breach of such Group II Back-Up Disposition Agreement or any portion thereof by the Group II Administrator, in its capacity as Servicer, in which case such thirty (30) day grace period shall not apply);
(s) (I) RCFC or Hertz, in its capacity as Series 2010-3 Administrator, shall fail to comply with its respective obligations under the Series 2010-3 Back-Up Administration Agreement and the failure to so comply materially and adversely affects the interests of the Series 2013-B Noteholders and continues to materially and adversely affect the interests of the Series 2013-B Noteholders for a period of thirty (30) days after the earlier of (i) the date on which an Authorized Officer of RCFC or the Series 2010-3 Administrator, as applicable, obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to RCFC and the Series 2010-3 Administrator by the RCFC Trustee or to RCFC, the Series 2010-3 Administrator and the RCFC Trustee by the Series 2010-3 Noteholder (or any permitted assignee thereof) or (II) the Series 2010-3 Back-Up Administration Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect or enforceable (other than in accordance with its terms or otherwise as expressly permitted in the Series 2010-3 Back-Up Administration Agreement) for a period of thirty (30) days after the earlier of (i) the date on which an Authorized Officer of RCFC or the Series 2010-3 Administrator, as applicable, obtains actual knowledge thereof or (ii) the date on which written notice thereof shall have been given to RCFC and the Series 2010-3 Administrator by the RCFC Trustee or to RCFC, the Series 2010-3 Administrator and the RCFC Trustee by the Series 2010-3 Noteholder (or any permitted assignee thereof) (unless such failure to be in full force and effect or failure to be enforceable is a result of a breach of the Series 2010-3 Back-Up Administration Agreement or any portion thereof by RCFC or the Series 2010-3 Administrator, in which case such thirty (30) day grace period shall not apply);
(t) the Series 2010-3 Administrator fails to comply with any of its other agreements or covenants in any Series 2010-3 Related Document or any representation made by the Series 2010-3 Administrator in any Series 2010-3 Related Document is false and the failure to so comply or such false representation, as the case may be, materially and adversely affects the interests of the Series 2013-B Noteholders and continues to materially and adversely affect the interests of the Series 2013-B Noteholders for a period of thirty (30) days after the earlier of (i) the date on which an Authorized Officer of the Series 2010-3 Administrator or Group II Administrator, as applicable, obtains actual knowledge thereof or (ii) the date on which written notice of such failure or such false representation, requiring the same to be remedied, shall have been given to (x) the Series 2010-3 Administrator by the RCFC Trustee or to the Series 2010-3 Administrator and the RCFC Trustee by the Series 2010-3 Noteholder (or any permitted assignee thereof) or (y) to the Group II Administrator by the Trustee or to the Group II Administrator and the Trustee by the Administrative Agent;
(u) on any Business Day, the Aggregate Group II Series Adjusted Principal Amount exceeds the Aggregate Group II Leasing Company Note Principal Amount, and the Aggregate Group II Leasing Company Note Principal Amount does not equal or exceed the Aggregate Group II Series Adjusted Principal Amount on or prior to the close of business on the next succeeding Business Day, in each case after giving effect to all increases and decreases on any such date;
(v) any Series 2010-3 Administrator Default shall have occurred;
(w) any of the RCFC Series 2010-3 Related Documents or any material portion thereof relating to any of the RCFC Series 2010-3 Note or the Series 2010-3 Collateral (as defined in the RCFC Series 2010-3 Supplement) shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the RCFC Series 2010-3 Related Documents), or Hertz or RCFC shall so assert in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (1) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (2) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the RCFC Series 2010-3 Related Documents or the Related Documents (as defined in the RCFC Series 2010-3 Supplement); or
(px) an HVF II Group II any Series 2013-A Amortization Event shall have occurred and be continuing. Then in the case of:
(i) any event described in clauses (a) through (g) above and clause (p), a “Series 2010-3 Amortization Event” shall immediately occur without any notice or other action on the part of the Trustee or any other Person; and
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group II.
Appears in 2 contracts
Sources: Amended and Restated Series Supplement (Hertz Global Holdings Inc), Amended and Restated Series Supplement (Hertz Global Holdings Inc)
Amortization Events. If any one or more of the following events shall occuroccur and be continuing:
(a) RCFC defaults the Issuer fails to pay in full the payment of (i) any interest on, the Series 2010-3 Note when the same becomes Senior Notes Interest due and payable on the Series 2008-A Notes on any Payment Date and such default failure continues for at least five (5) consecutive two Business Days or (ii) any other Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount payable sufficient to make such interest payment when due in respect accordance with the Priority of Payments, but the Series 2010-3 Note (other than payment cannot be made in a timely manner as a result of circumstances beyond the payments described in clause (b) below) when Issuer’s control, the same becomes due and payable and such default continues for at least ten (10) consecutive grace period shall be extended to three Business Days;
(b) all the Issuer fails to pay in full the principal of and interest on the Series 20102008-3 Note is not paid in full A Notes on or before the Series 2010-3 Commitment Termination Mandatory Redemption Date;
(c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance Event of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease)Default occurs;
(d) the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG or Hertza Servicer Default occurs;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be amount on deposit in the Reserve Account (including the undrawn amount available under any Eligible Letters of Credit) is less than the Series 2010-3 Asset Coverage Threshold Reserve Required Amount for at least ten (10) any three consecutive Business Days;
(f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” Four Month Default Percentage as of an “investment company” under the Investment Company Actany Payment Date exceeds 0.75%;
(g) the Three Month Rolling Average Delinquency Ratio for any Series 2010-3 Lease Payment Default shall have occurred and be continuingDate exceeds 5.50%;
(h) the Series 2010-3 Collection Accounton any Payment Date, the Master Collateral Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other Gross Excess Spread Percentage for the related Due Period is less than any Lien described in clause (iii) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged3.50%;
(i) other than as a result Change of Control with respect to a Series 2010-3 Permitted Lien, either (i) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral Seller (other than in an immaterial portion WCF, WVRI or WRDC) occurs without the prior satisfaction of the Series 2010-3 RCFC Segregated Vehicle Collateral)Rating Agency Condition and the prior written consent of the Required Facility Investors, or a Change of Control with respect to either the Issuer, the Depositor, WCF, WVRI or WRDC occurs without the prior satisfaction of the foregoing clause (i) or (ii), any Rating Agency Condition and the prior written consent of any Lessee, RCFC or any Affiliate of either so asserts in writingeach Funding Agent and each Non-Conduit Committed Purchaser;
(j) if (i) any Series 2010-3 Operating Lease Event of Default WorldMark Loans are then included in the Pledged Loans and (ii) (A) WorldMark voluntarily incurs or at any time becomes voluntarily liable for any Debt (other than a Series 2010-3 Lease Payment Defaultcustomary trade payables), (B) shall have occurred any of WorldMark’s property becomes subject to any Liens, other than utility or other easements or licenses unrelated to any debt of WorldMark or Liens that do not exceed, in the aggregate, $100,000 or (C) WorldMark involuntarily incurs or is liable for any debt or its property becomes involuntarily subject to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such Debt and be continuingthe obligations secured by all such Liens) exceed $1,000,000;
(k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing[reserved];
(l) RCFC the Notes Principal Amount on any Payment Date (without giving effect to any Increase on such date) exceeds the Borrowing Base Amortization Trigger Amount as of such Payment Date and the Issuer fails on such Payment Date either (i) to pay in full an amount of principal on the Series 2008-A Notes equal to such excess or (ii) to pledge Loans as Collateral with Loan Balances in an amount such that the Borrowing Base Amortization Trigger Amount would have been at least equal to the Notes Principal Amount on such date;
(m) an Insolvency Event occurs with respect to any Seller of Series 2008-A Loans or the Parent Corporation;
(n) T+L fails to comply with perform under the terms of the Performance Guaranty or any Approved Loan Performance Guaranty, or the Performance Guaranty or any Approved Loan Performance Guaranty shall cease to be in full force and effect;
(o) the Notes Principal Amount shall at any time exceed the Adjusted Loan Balance;
(p) failure on the part of the Depositor duly to observe or perform any covenants or agreements of the Depositor set forth in any of its other agreements or covenants the Facility Documents to which the Depositor is a party (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) failure described in any Segregated Series 2010-3 Document other clause of this Section 10.1) and the such failure to so comply materially and adversely affects the interests continues unremedied for a period of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive 30 days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains the Depositor has actual knowledge thereof or (ii) of the failure and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC the Depositor by the Issuer, the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administratorany Noteholder;
(mq) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) warranty made by RCFC the Depositor in this Series Supplement or any other Series 2010-3 Related Facility Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation shall prove to have been false continues for at least thirty (30) consecutive incorrect in any material respect when made and the Depositor is not in compliance with such representation or warranty within 30 days after the earlier of (i) the date on which an Authorized Officer the Depositor has actual knowledge of RCFC obtains knowledge thereof or (ii) such breach and the date that on which written notice thereof is of such breach requiring that such breach be remedied, shall have been given to an Authorized Officer of RCFC the Depositor by the Issuer, the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administratorany Noteholder;
(nr) there shall have been filed against Hertz, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA Securitized Pool Three Month Rolling Average Delinquency Percentage exceeds 4.50% for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC or any RCFC Escrow Account and thirty (30) four consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or dischargedPayment Dates;
(os) the Securitized Pool Four Month Default Percentage as calculated for any Payment Date exceeds 0.75%; or
(t) the Three Month Rolling Average Loss to Liquidation Ratio as calculated for any Payment Date exceeds 27.50%; then, in the case of an event described in any clause except clause (a)(1), (c) or (e) of the Series 2010-3 Related Documents Events of Default in Section 11.1, or clause (b) or (m) above, the Deal Agent at the direction of the Majority Facility Investors, or, with respect to an event described in clause (j), (l) or (n), the Deal Agent, at the direction of any Funding Agent or any material portion thereof relating to any of the Series 2010Non-3 Note or the Series 2010-3 Collateral shall ceaseConduit Committed Purchaser, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert by notice given in writing to the Issuer, the Servicer and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the Trustee, may declare that an Amortization Event has occurred as of the date of such written assertionnotice and, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related Documents; or
(p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of:
(i) of any event described in clauses (a) through (g) above and clause (pa)(1), a “Series 2010-3 (c) or (e) of the Events of Default in Section 11.1, or clause (b) or (m) of this Section 10.1, an Amortization Event” shall Event will occur immediately occur upon the occurrence of such event without any notice or other action on the part of the Deal Agent, the Trustee or any other Person; and
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group IIentity.
Appears in 2 contracts
Sources: Amended and Restated Indenture and Servicing Agreement (Travel & Leisure Co.), Amended and Restated Indenture and Servicing Agreement (Travel & Leisure Co.)
Amortization Events. If any of the The following shall occurconstitute “Series 2013-G1 Amortization Events” with respect to the Series 2013-G1 Note:
(a) RCFC HVF defaults in the payment of (i) any interest on, the Series 2010-3 Note when the same becomes due and payable and such default continues for at least five (5) consecutive Business Days or (ii) any other amount payable in respect of of, the Series 20102013-3 G1 Note (other than the payments described in clause (b) below) when the same becomes due and payable and such default continues for at least ten a period of three (103) consecutive Business Days;
(b) all principal of and interest on the Series 20102013-3 G1 Note is not paid in full on or before the Series 20102013-3 G1 Commitment Termination Date;
(c) the Series 20102013-3 G1 Lease is terminated for any reason (other than, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 20102013-3 G1 Lease);
(d) either (i) the occurrence of an Event of Bankruptcy with respect to the Nominee, HGI, HVF or Hertz or (ii) the occurrence of an Event of Bankruptcy with respect to RCFC on any date during the RCFC Nominee Applicability Period and, if such date during the RCFC Nominee Applicability Period occurs on or after the RCFC Nominee Qualification Date, the Series ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ Asset Amount as of such date (excluding therefrom the Net Book Value of all Series 2013-G1 Eligible Vehicles the Certificates of Title for which are then titled in the name of RCFC, DTAG, DTG or Hertz) shall be less than the Series 2013-G1 Asset Coverage Threshold Amount as of such date;
(e) the Series ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be less than the Series 20102013-3 G1 Asset Coverage Threshold Amount for a period of at least ten (10) consecutive Business Days;
(f) either (i) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that the Nominee, HGI or HVF is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act or (ii) on any date during the RCFC Nominee Applicability Period, the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company ActAct and, if such date during the RCFC Nominee Applicability Period occurs on or after the RCFC Nominee Qualification Date, the Series ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ Asset Amount as of such date (excluding therefrom the Net Book Value of all Series 2013-G1 Eligible Vehicles the Certificates of Title for which are then titled in the name of RCFC) shall be less than the Series 2013-G1 Asset Coverage Threshold Amount as of such date;
(g) any Series 20102013-3 G1 Lease Payment Default shall have occurred and be continuing;
(h) the Series 20102013-3 G1 Collection Account, the Master any Collateral Account containing amounts relating to Series 20102013-3 G1 Eligible Vehicles or any RCFC Escrow Series 2013-G1 HVF Segregated Exchange Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series ▇▇▇▇2013-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇G1 Permitted Lien) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged;
(i) other than as a result of a Series 20102013-3 G1 Permitted Lien, either (i) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 20102013-3 RCFC G1 HVF Segregated Liened Vehicle Collateral (other than in an immaterial portion of the Series 20102013-3 RCFC G1 HVF Segregated Liened Vehicle Collateral), or with respect to either of the foregoing clause (i) or (ii), any of any Lessee, RCFC HVF or any Affiliate of either so asserts in writing;
(j) any Series 20102013-3 G1 Operating Lease Event of Default (other than a Series 20102013-3 G1 Lease Payment Default) shall have occurred and be continuing;
(k) a Servicer Default or a Series 20102013-3 G1 Administrator Default shall have occurred and be continuing;
(l) RCFC HVF fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII VIII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes and/or Series of Notes) in any Segregated Series 20102013-3 G1 Document and the failure to so comply materially and adversely affects the interests of the Series 20102013-3 G1 Noteholder and continues to materially and adversely affect the interests of the Series 20102013-3 G1 Noteholder for at least a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC HVF obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC HVF by the Trustee or to an Authorized Officer of RCFC HVF and the Trustee by the Series 20102013-3 G1 Administrator;
(m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any one or more Other Segregated Series of Note and/or Series of Notes) made by RCFC HVF in this Series Supplement or any other Series 20102013-3 G1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20102013-3 G1 Noteholder and the event or condition that caused such false representation to have been false continues is not cured for at least a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC HVF obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC HVF by the Trustee or to an Authorized Officer of RCFC HVF and the Trustee by the Series 20102013-3 G1 Administrator;
(n) any of (i) there shall have been filed against Hertz, DTAGthe Nominee, DTG HGI or RCFC either HVF (i1) a notice of a federal tax lien from the Internal Revenue Service, (ii2) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii3) a notice of any other Lien (other than a Permitted Lien) that would could reasonably be expected to attach to the assets of RCFC the Nominee or HVF or any RCFC Escrow Series 2013-G1 HVF Segregated Exchange Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;, (ii) on any date during the RCFC Nominee Non-Qualified Period, there shall have been filed against RCFC (1) a notice of a federal tax lien from the Internal Revenue Service, (2) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (3) a notice of any other Lien (other than a Permitted Lien) that could reasonably be expected to attach to the assets of RCFC and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged or (iii) on any date occurring on or after the RCFC Nominee Qualification Date, there shall have been filed against RCFC (1) a notice of a federal tax lien from the Internal Revenue Service, (2) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (3) a notice of any other Lien (other than a Permitted Lien) that could reasonably be expected to attach to the assets of RCFC and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged, and on such date on or after the RCFC Nominee Qualification Date, the Series ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ Asset Amount as of such date (excluding therefrom the Net Book Value of all Series 2013-G1 Eligible Vehicles the Certificates of Title for which are then titled in the name of RCFC) shall be less than the Series 2013-G1 Asset Coverage Threshold Amount as of such date; or
(o) any of (i) any of the Series 20102013-3 G1 Related Documents (other than the RCFC Nominee Agreement) or any material portion thereof relating to any of the Series 20102013-3 G1 Note or the Series 20102013-3 G1 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 20102013-3 G1 Related Documents), or Hertz, DTAGthe Nominee, DTG HGI or RCFC HVF shall so assert in writing and such written assertion shall not have been rescinded within thirty ten (3010) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i1) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC HVF or Hertz in any capacity)) or (ii2) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20102013-3 G1 Related Documents or the Related Documents; or
, (pii) on any date occurring during the RCFC Nominee Non-Qualified Period, the RCFC Nominee Agreement or any material portion thereof relating to any of the Series 2013-G1 Note or the Series 2013-G1 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2013-G1 Related Documents), or Hertz, HVF or RCFC shall so assert in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (1) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than HVF II Group II Amortization or Hertz in any capacity)) or (2) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2013-G1 Related Documents or the Related Documents or (iii) on any date occurring on or after the RCFC Nominee Qualification Date, both (I) the RCFC Nominee Agreement or any material portion thereof relating to any of the Series 2013-G1 Note or the Series 2013-G1 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2013-G1 Related Documents), or Hertz, HVF or RCFC shall so assert in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (1) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than HVF or Hertz in any capacity)) or (2) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2013-G1 Related Documents or the Related Documents and (II) the Series ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ Asset Amount as of such date (excluding therefrom the Net Book Value of all Series 2013-G1 Eligible Vehicles the Certificates of Title for which are then titled in the name of RCFC) shall have occurred and be continuingless than the Series 2013-G1 Asset Coverage Threshold Amount as of such date. Then in In the case of:
(i) any event described in clauses (a) through (g) above and clause (p)above, a “Series 20102013-3 G1 Amortization Event” Event shall immediately occur without any notice or other action on the part of the Trustee or any other Person; and
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFCHVF, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II I Notes may, by written notice to RCFC HVF and the Trustee, declare that a “Series 20102013-3 G1 Amortization Event” Event has occurred as of the date of such notice. A Series 20102013-3 G1 Amortization Event described in clauses (a) through (g), (j), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 20102013-3 G1 Noteholders holding 100% of the Series 20102013-3 G1 Principal Amount or that otherwise prohibits RCFC HVF from taking any action without the consent of Series 20102013-3 G1 Noteholders holding 100% of the Series 20102013-3 G1 Principal Amount or (II) any agreement, covenant or provision in the Series 20102013-3 G1 Note, this Series Supplement or any other Series 20102013-3 G1 Related Document the amendment or modification of which requires the consent of each HVF II Group II I Noteholder or that otherwise prohibits RCFC HVF from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II I Noteholder), and any Series 20102013-3 G1 Potential Amortization Event relating to any such Series 20102013-3 G1 Amortization Event, may be waived solely with the written consent of each HVF II Group II I Noteholder. Any other Series 20102013-3 G1 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 20102013-3 G1 Noteholders holding 100% of the Series 20102013-3 G1 Principal Amount or that otherwise prohibits RCFC HVF from taking any action without the consent of Series 20102013-3 G1 Noteholders holding 100% of the Series 20102013-3 G1 Principal Amount or (II) any agreement, covenant or provision in the Series 20102013-3 G1 Note, this Series Supplement or any other Series 20102013-3 G1 Related Document the amendment or modification of which requires the consent of each HVF II Group I Noteholder or that otherwise prohibits RCFC HVF from taking any action without the consent of each HVF II Group II I Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholdero) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group III Supermajority Noteholders of each HVF II Series of Group I Notes. Notwithstanding anything herein to the contrary, a Series 2013-G1 Amortization Event described in clauses (h) and (i) above shall be curable at any time.
Appears in 2 contracts
Sources: Series 2013 G1 Supplement (Hertz Global Holdings Inc), Series 2013 G1 Supplement (Hertz Global Holdings Inc)
Amortization Events. If any of the following shall occur:
(a) RCFC defaults in the payment of (i) any interest on, the Series 2010-3 Note when the same becomes due and payable and such default continues for at least five (5) consecutive Business Days or (ii) any other amount payable in respect of the Series 2010-3 Note (other than the payments described in clause (b) below) when the same becomes due and payable and such default continues for at least ten (10) consecutive Business Days;
(b) all principal of and interest on the Series 2010-3 Note is not paid in full on or before the Series 2010-3 Commitment Termination Date;
(c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease);
(d) the occurrence of an Event of Bankruptcy with respect to the Nominee, HGI, RCFC, DTAG, DTG or Hertz;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be less than the Series 2010-3 Asset Coverage Threshold Amount for at least ten (10) consecutive Business Days;
(f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that the Nominee, HGI or RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act;
(g) any Series 2010-3 Lease Payment Default shall have occurred and be continuing;
(h) the Series 2010-3 Collection Account, the Master Collateral Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged;
(i) other than as a result of a Series 2010-3 Permitted Lien, either (i) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion of the Series 2010-3 RCFC Segregated Vehicle Collateral), or with respect to either of the foregoing clause (i) or (ii), any of any Lessee, RCFC or any Affiliate of either so asserts in writing;
(j) any Series 2010-3 Operating Lease Event of Default (other than a Series 2010-3 Lease Payment Default) shall have occurred and be continuing;; WEIL:\95390898\1\99910.6247
(k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing;
(l) RCFC fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(n) there shall have been filed against Hertz, HGI, the Nominee, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of the Nominee, HGI or RCFC or any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(o) any of the Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, HGI the Nominee, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related Documents; or
(p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of:
(i) any event described in clauses (a) through (g) above and clause (p), a “Series 2010-3 Amortization Event” shall immediately occur without any notice or other action on the part of the Trustee or any other Person; andand WEIL:\95390898\1\99910.6247
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group IIII Investors. For the avoidance of doubt, notwithstanding anything herein to the contrary, any Series 2010-3 Amortization Event described in clauses (h) and (i) above shall be curable at any time. For the avoidance of doubt, with respect to any Series 2010-3 Potential Amortization Event, if the event or condition giving rise (directly or indirectly) to such Series 2010-3 Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Series 2010-3 Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2010-3 Related Documents.
Appears in 1 contract
Sources: Amendment No. 1 (Hertz Corp)
Amortization Events. If any one or more of the following events shall occuroccur and be continuing:
(a) RCFC defaults the Issuer fails to pay in full the payment of (i) any interest on, the Series 2010-3 Note when the same becomes due and payable on the Series 2002-1 Notes on any Payment Date and such default failure continues for at least five (5) consecutive two Business Days or (ii) any other Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount payable sufficient to make such interest payment when due in respect accordance with the Priority of Payments, but the Series 2010-3 Note (other than payment cannot be made in a timely manner as a result of a circumstances beyond the payments described in clause (b) below) when Issuer’s control, the same becomes due and payable and such default continues for at least ten (10) consecutive grace period shall be extended to three Business Days;
(b) all the Issuer fails to pay in full the principal of and interest on the Series 20102002-3 Note is not paid in full 1 Notes on or before the Series 2010-3 Commitment Termination DateMaturity Date and such failure continues for two Business Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount sufficient to make such payment in accordance with the Priority of Payments, but such payment cannot be timely made as a result of a circumstances beyond the Issuer’s and the Master Servicer’s control, the grace period shall be extended to three Business Days;
(c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance Event of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease)Default occurs under this Supplement;
(d) a Servicer Default occurs under the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG Agreement or Hertzthis Supplement;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be amount on deposit in the Reserve Account is less than the Series 2010-3 Asset Coverage Threshold Required Reserve Amount for at least ten (10) any three consecutive Business Days;
(f) the Securities and Exchange Commission Four Month Default Percentage as of the Payment Date in December 2005 or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” as of an “investment company” under the Investment Company Actany Payment Date thereafter exceeds 1.25%;
(g) the Three Month Rolling Average Delinquency Ratio as calculated for the Payment Date in December 2005 or for any Series 2010-3 Lease Payment Default shall have occurred and be continuingDate thereafter exceeds 4.0%;
(h) the Series 2010-3 Collection AccountGross Excess Spread for any Due Period ending on or prior to November 13, the Master Collateral Account containing amounts relating 2006, is less than 4.50% for any Due Period; for Due Periods ending after November 13, 2006 this provision shall not apply; except that if any Alternate Investor or Conduit does not extend its Liquidity Termination Date on or before November 13, 2006, this provision shall continue to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or dischargedapply;
(i) other than as a result Change of a Series 2010-3 Permitted Lien, either (i) Control occurs without the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion prior satisfaction of the Series 2010-3 RCFC Segregated Vehicle Collateral), or with respect to either Rating Agency Condition and the prior written consent of the foregoing clause (i) or (ii), any of any Lessee, RCFC or any Affiliate of either so asserts in writingRequired Class Agents;
(j) if (i) any Trendwest Loans are then included in the Series 20102002-3 Operating Lease Event of Default 1 Pledged Loans and (ii) (A) WorldMark voluntarily incurs or at any time becomes voluntarily liable for any Debt (other than a Series 2010-3 Lease Payment Defaultcustomary trade payables), (B) shall have occurred any of WorldMark’s property becomes subject to any Liens, other than utility or other easements or licenses unrelated to any debt of WorldMark or Liens that do not exceed, in the aggregate, $100,000 or (C) WorldMark involuntarily incurs or is liable for any debt or its property becomes involuntarily subject to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such Debt and be continuingthe obligations secured by all such Liens) exceed $1,000,000;
(k) a Servicer Default the amount of the Borrowing Base at the end of any Due Period is less than the Notes Principal Amount on that date and the Issuer fails on the following Payment Date to pay in full the amount of principal on the Notes required to reduce the Notes Principal Amount to the Borrowing Base or a Series 2010-3 Administrator Default shall have occurred and be continuingto increase the Borrowing Base to the Notes Principal Amount;
(l) RCFC an Insolvency Event occurs with respect to Cendant; and
(m) Cendant fails to comply with perform under the terms of the Performance Guaranty or the Performance Guaranty shall cease to be in full force and effect;
(n) The Notes Principal Amount shall at any time exceed the Series 2002-1 Adjusted Loan Balance;
(o) Failure on the part of its other the Depositor duly to observe or perform any covenants or agreements or covenants (other than any agreements or covenants as of the Depositor set forth in Article VII any of the Base Indenture or relating solely Facility Documents to one or more Other Segregated Series which the Depositor is a party and such failure continues unremedied for a period of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive 30 days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains the Depositor has actual knowledge thereof or (ii) of the failure and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC the Depositor by the Issuer, the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(n) there shall have been filed against Hertz, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC or any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(o) any of the Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related DocumentsNoteholder; or
(p) an HVF II Group II Amortization Event Any representation and warranty made by the Depositor in any Facility Document shall prove to have been incorrect in any material respect when made and the Depositor is not in compliance with such representation or warranty within 30 days after the earlier of the date on which the Depositor has actual knowledge of such breach and the date on which written notice of such breach requiring that such breach be remedied, shall have occurred and be continuing. Then been given to the Depositor by the Issuer, the Trustee or any Noteholder; then, in the case of:of an event described in any clause except clause (c) of the Events of Default in
Section 10.01 or clause (il) above, the Deal Agent at the direction of the Majority Facility Investors, or, with respect to an event described in clause (j) or (k), the Deal Agent, at the direction of any Class Agent or, with respect to clause (h) if such provision applies after November 13, 2006, the Deal Agent at the direction of the Class Agent or Class Agents which have not extended their Liquidity Termination Dates to a date on or after November 13, 2006, by notice given in writing to the Issuer, the Master Servicer and the Trustee, may declare that an Amortization Event has occurred as of the date of such notice and, in the case of any event described in clauses (a) through (g) above and clause (p)c) of the Events of Default in Section 10.01, a “Series 2010-3 or clause (l) of this Section 9.01, an Amortization Event” shall Event will occur immediately occur upon the occurrence of such event without any notice or other action on the part of the Deal Agent, the Trustee or any other Person; and
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group IIentity.
Appears in 1 contract
Amortization Events. If any one or more of the following events shall occuroccur and be continuing:
(a) RCFC defaults the Issuer fails to pay in full the payment of (i) any interest on, the Series 2010-3 Note when the same becomes due and payable on the Series 2002-1 Notes on any Payment Date and such default failure continues for at least five (5) consecutive two Business Days or (ii) any other Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount payable sufficient to make such interest payment when due in respect accordance with the Priority of Payments, but the Series 2010-3 Note (other than payment cannot be made in a timely manner as a result of a circumstances beyond the payments described in clause (b) below) when Issuer’s control, the same becomes due and payable and such default continues for at least ten (10) consecutive grace period shall be extended to three Business Days;
(b) all the Issuer fails to pay in full the principal of and interest on the Series 20102002-3 Note is not paid in full 1 Notes on or before the Series 2010-3 Commitment Termination DateMaturity Date and such failure continues for two Business Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount sufficient to make such payment in accordance with the Priority of Payments, but such payment cannot be timely made as a result of a circumstances beyond the Issuer’s and the Master Servicer’s control, the grace period shall be extended to three Business Days;
(c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance Event of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease)Default occurs under this Supplement;
(d) a Servicer Default occurs under the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG Agreement or Hertzthis Supplement;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be amount on deposit in the Reserve Account is less than the Series 2010-3 Asset Coverage Threshold Required Reserve Amount for at least ten (10) any three consecutive Business Days;
(f) the Securities and Exchange Commission Four Month Default Percentage as of the Payment Date in December 2005 or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” as of an “investment company” under the Investment Company Actany Payment Date thereafter exceeds 1.25%;
(g) the Three Month Rolling Average Delinquency Ratio as calculated for the Payment Date in December 2005 or for any Series 2010-3 Lease Payment Default shall have occurred and be continuingDate thereafter exceeds 4.0%;
(h) the Series 2010-3 Collection AccountGross Excess Spread for any Due Period ending on or prior to November 13, the Master Collateral Account containing amounts relating 2006, is less than 4.50% for any Due Period; for Due Periods ending after November 13, 2006 this provision shall not apply; except that if any Alternate Investor or Conduit does not extend its Liquidity Termination Date on or before November 13, 2006, this provision shall continue to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or dischargedapply;
(i) other than as a result Change of a Series 2010-3 Permitted Lien, either (i) Control occurs without the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion prior satisfaction of the Series 2010-3 RCFC Segregated Vehicle Collateral), or with respect to either Rating Agency Condition and the prior written consent of the foregoing clause (i) or (ii), any of any Lessee, RCFC or any Affiliate of either so asserts in writingRequired Class Agents;
(j) if (i) any Trendwest Loans are then included in the Series 20102002-3 Operating Lease Event of Default 1 Pledged Loans and (ii) (A) WorldMark voluntarily incurs or at any time becomes voluntarily liable for any Debt (other than a Series 2010-3 Lease Payment Defaultcustomary trade payables), (B) shall have occurred any of WorldMark’s property becomes subject to any Liens, other than utility or other easements or licenses unrelated to any debt of WorldMark or Liens that do not exceed, in the aggregate, $100,000 or (C) WorldMark involuntarily incurs or is liable for any debt or its property becomes involuntarily subject to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such Debt and be continuingthe obligations secured by all such Liens) exceed $1,000,000;
(k) a Servicer Default the amount of the Borrowing Base at the end of any Due Period is less than the Notes Principal Amount on that date and the Issuer fails on the following Payment Date to pay in full the amount of principal on the Notes required to reduce the Notes Principal Amount to the Borrowing Base or a Series 2010-3 Administrator Default shall have occurred and be continuingto increase the Borrowing Base to the Notes Principal Amount;
(l) RCFC an Insolvency Event occurs with respect to the Parent Corporation;
(m) (i) prior to the Effective Date, Cendant fails to comply with perform under the terms of the Cendant Guaranty or the Cendant Guaranty shall cease to be in full force and effect or (ii) on or after the Effective Date, Wyndham Worldwide fails to perform under the terms of the Wyndham Worldwide Guaranty or the Wyndham Worldwide Guaranty shall cease to be in full force and effect;
(n) The Notes Principal Amount shall at any time exceed the Series 2002-1 Adjusted Loan Balance;
(o) Failure on the part of its other the Depositor duly to observe or perform any covenants or agreements or covenants (other than any agreements or covenants as of the Depositor set forth in Article VII any of the Base Indenture or relating solely Facility Documents to one or more Other Segregated Series which the Depositor is a party and such failure continues unremedied for a period of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive 30 days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains the Depositor has actual knowledge thereof or (ii) of the failure and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC the Depositor by the Issuer, the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(n) there shall have been filed against Hertz, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC or any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(o) any of the Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related DocumentsNoteholder; or
(p) an HVF II Group II Amortization Event Any representation and warranty made by the Depositor in any Facility Document shall prove to have been incorrect in any material respect when made and the Depositor is not in compliance with such representation or warranty within 30 days after the earlier of the date on which the Depositor has actual knowledge of such breach and the date on which written notice of such breach requiring that such breach be remedied, shall have occurred and be continuing. Then been given to the Depositor by the Issuer, the Trustee or any Noteholder; then, in the case of:
of an event described in any clause except clause (ic) of the Events of Default in Section 10.01, or clause (l) above, the Deal Agent at the direction of the Majority Facility Investors, or, with respect to an event described in clause (j) or (k), the Deal Agent, at the direction of any Class Agent or, with respect to clause (h) if such provision applies after November 13, 2006, the Deal Agent at the direction of the Class Agent or Class Agents which have not extended their Liquidity Termination Dates to a date on or after November 13, 2006, by notice given in writing to the Issuer, the Master Servicer and the Trustee, may declare that an Amortization Event has occurred as of the date of such notice and, in the case of any event described in clauses (a) through (g) above and clause (p)c) of the Events of Default in Section 10.01, a “Series 2010-3 or clause (l) of this Section 9.01, an Amortization Event” shall Event will occur immediately occur upon the occurrence of such event without any notice or other action on the part of the Deal Agent, the Trustee or any other Person; and
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group IIentity.
Appears in 1 contract
Amortization Events. If any one or more of the following events shall occuroccur and be continuing:
(a) RCFC defaults the Issuer fails to pay in full the payment of (i) any interest on, the Series 2010-3 Note when the same becomes Senior Notes Interest due and payable on the Series 2008-A Notes on any Payment Date and such default failure continues for at least five (5) consecutive two Business Days or (ii) any other Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount payable sufficient to make such interest payment when due in respect accordance with the Priority of Payments, but the Series 2010-3 Note (other than payment cannot be made in a timely manner as a result of circumstances beyond the payments described in clause (b) below) when Issuer’s control, the same becomes due and payable and such default continues for at least ten (10) consecutive grace period shall be extended to three Business Days;
(b) all the Issuer fails to pay in full the principal of and interest on the Series 20102008-3 Note is not paid in full A Notes on or before the Series 2010-3 Commitment Termination Mandatory Redemption Date;
(c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance Event of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease)Default occurs;
(d) the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG or Hertza Servicer Default occurs;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be amount on deposit in the Reserve Account is less than the Series 2010-3 Asset Coverage Threshold Reserve Required Amount for at least ten (10) any three consecutive Business Days;
(f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” Four Month Default Percentage as of an “investment company” under the Investment Company Actany Payment Date exceeds 1.50%;
(g) the Three Month Rolling Average Delinquency Ratio as calculated for any Series 2010-3 Lease Payment Default shall have occurred and be continuingDate exceeds 4.50%;
(h) the Series 2010-3 Collection Accounton any Payment Date, the Master Collateral Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other Gross Excess Spread Percentage for the related Due Period is less than any Lien described in clause (iii) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged3.50%;
(i) other than as a result Change of Control with respect to a Series 2010-3 Permitted Lien, either (i) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral Seller (other than in an immaterial portion WCF, WVRI or WRDC) occurs without the prior satisfaction of the Series 2010-3 RCFC Segregated Vehicle Collateral)Rating Agency Condition and the prior written consent of the Required Facility Investors, or a Change of Control with respect to either the Issuer, the Depositor, WCF, WVRI or WRDC occurs without the prior satisfaction of the foregoing clause (i) or (ii), any Rating Agency Condition and the prior written consent of any Lessee, RCFC or any Affiliate of either so asserts in writingeach Funding Agent and each Non-Conduit Committed Purchaser;
(j) if (i) any Series 2010-3 Operating Lease Event of Default WorldMark Loans are then included in the Pledged Loans and (ii) (A) WorldMark voluntarily incurs or at any time becomes voluntarily liable for any Debt (other than a Series 2010-3 Lease Payment Defaultcustomary trade payables), (B) shall have occurred any of WorldMark’s property becomes subject to any Liens, other than utility or other easements or licenses unrelated to any debt of WorldMark or Liens that do not exceed, in the aggregate, $100,000 or (C) WorldMark involuntarily incurs or is liable for any debt or its property becomes involuntarily subject to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such Debt and be continuingthe obligations secured by all such Liens) exceed $1,000,000;
(k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing[reserved];
(l) RCFC the Notes Principal Amount on any Payment Date (without giving effect to any Increase on such date) exceeds the Borrowing Base Amortization Trigger Amount as of such Payment Date and the Issuer fails on such Payment Date either (i) to pay in full an amount of principal on the Series 2008-A Notes equal to such excess or (ii) to pledge Loans as Collateral with Loan Balances in an amount such that the Borrowing Base Amortization Trigger Amount would have been at least equal to the Notes Principal Amount on such date;
(m) an Insolvency Event occurs with respect to any Seller of Series 2008-A Loans or the Parent Corporation;
(n) Wyndham Destinations fails to comply with perform under the terms of the Performance Guaranty or any Approved Loan Performance Guaranty, or the Performance Guaranty or any Approved Loan Performance Guaranty shall cease to be in full force and effect;
(o) the Notes Principal Amount shall at any time exceed the Adjusted Loan Balance;
(p) failure on the part of the Depositor duly to observe or perform any covenants or agreements of the Depositor set forth in any of its other agreements or covenants the Facility Documents to which the Depositor is a party (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) failure described in any Segregated Series 2010-3 Document other clause of this Section 10.1) and the such failure to so comply materially and adversely affects the interests continues unremedied for a period of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive 30 days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains the Depositor has actual knowledge thereof or (ii) of the failure and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC the Depositor by the Issuer, the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administratorany Noteholder;
(mq) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) warranty made by RCFC the Depositor in this Series Supplement or any other Series 2010-3 Related Facility Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation shall prove to have been false continues for at least thirty (30) consecutive incorrect in any material respect when made and the Depositor is not in compliance with such representation or warranty within 30 days after the earlier of (i) the date on which an Authorized Officer the Depositor has actual knowledge of RCFC obtains knowledge thereof or (ii) such breach and the date that on which written notice thereof is of such breach requiring that such breach be remedied, shall have been given to an Authorized Officer of RCFC the Depositor by the Issuer, the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administratorany Noteholder;
(nr) there shall have been filed against Hertz, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA Securitized Pool Three Month Rolling Average Delinquency Percentage exceeds 4.50% for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC or any RCFC Escrow Account and thirty (30) four consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or dischargedPayment Dates;
(os) the Securitized Pool Four Month Default Percentage exceeds 1.5% for four consecutive Payment Dates; or
(t) the Three Month Rolling Average Loss to Liquidation Ratio as calculated for any Payment Date exceeds 25.0%; then, in the case of an event described in any clause except clause (a)(1), (c) or (e) of the Series 2010-3 Related Documents Events of Default in Section 11.1, or clause (b) or (m) above, the Deal Agent at the direction of the Majority Facility Investors, or, with respect to an event described in clause (j), (l) or (n), the Deal Agent, at the direction of any Funding Agent or any material portion thereof relating to any of the Series 2010Non-3 Note or the Series 2010-3 Collateral shall ceaseConduit Committed Purchaser, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert by notice given in writing to the Issuer, the Servicer and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the Trustee, may declare that an Amortization Event has occurred as of the date of such written assertionnotice and, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related Documents; or
(p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of:
(i) of any event described in clauses (a) through (g) above and clause (pa)(1), a “Series 2010-3 (c) or (e) of the Events of Default in Section 11.1, or clause (b) or (m) of this Section 10.1, an Amortization Event” shall Event will occur immediately occur upon the occurrence of such event without any notice or other action on the part of the Deal Agent, the Trustee or any other Person; and
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group IIentity.
Appears in 1 contract
Sources: Amended and Restated Indenture and Servicing Agreement (Wyndham Destinations, Inc.)
Amortization Events. If any of the (a) The following events shall occurconstitute Amortization Events for all Series:
(a) RCFC defaults in the payment of (i) except where the terms of Section 7.04 of this Agreement have been complied with, there is commenced against the Seller or any interest onSuccessor Servicer any proceeding or the taking of any step by or against the Seller or any Successor Servicer for the dissolution, liquidation or winding-up of the Series 2010-3 Note when Seller or any Successor Servicer for any relief from the same becomes due laws of any jurisdiction relating to bankruptcy, insolvency, reorganization, arrangement, compromise or winding- up, or for the appointment of one or more of a trustee, receiver, receiver and payable and manager, custodian, liquidator or other Person with similar powers with respect to the Seller or any Successor Servicer unless such default continues for at least five (5) consecutive Business Days proceeding or step is being contested in good faith by the Seller or any Successor Servicer, as the case may be;
(ii) the Pool Balance on any Determination Day is less than the Required Pool Balance on such day and such deficiency has not been remedied by the addition of Additional Accounts pursuant to this Agreement within ten days after the first Reporting Day on which such deficiency is identified by the Servicer; or
(iii) on any Business Day (A) the Servicer is required pursuant to Section 5.02(a) of this Agreement to deposit Collections into the Collection Account not later than the second Business Day after the Date of Processing thereof, (B) the Servicer continues to commingle excess Collections, Purchase Proceeds and amounts in respect to Credit Adjustments as permitted by Section 5.02(a)(i), and (C) the daily asset test described in paragraph (a) of the definition of Partial Commingling Condition indicates that the Pool Balance is less than the Required Pool Balance for on such Business Day and such deficiency has not been remedied by the addition of Additional Accounts pursuant to this Agreement within ten days after the Business Day on which such deficiency is identified by the Servicer.
(b) The Series Purchase Agreement for a Series shall set forth provisions which shall govern the occurrence and effect of Amortization Events set forth therein.
(c) The Servicer, upon learning of any Amortization Event in respect of any Series or any breach of the daily asset test referred to in paragraph (a) of the definition of Partial Commingling Condition, shall promptly notify the Seller, the Custodian, the Co-Owner of the Series, any Agent for the Series, each Credit Enhancement Provider, each Rating Agency and each other amount payable Person specified in any Series Purchase Agreement as being entitled to receive notice under this Section.
(d) The Series Purchase Agreement for a Series may provide that an Amortization Event in respect of the Series 2010may be rescinded and annulled by a Co-3 Note (other than the payments described in clause (b) below) when the same becomes due and payable and such default continues for at least ten (10) consecutive Business Days;
(b) all principal Owner Direction of and interest on the Series 2010-3 Note is not paid in full on order to recommence the Revolving Period or before Accumulation Period, as the Series 2010-3 Commitment Termination Date;
(c) the Series 2010-3 Lease is terminated for any reason (other thancase may be, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease);
(d) the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG or Hertz;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be less than the Series 2010-3 Asset Coverage Threshold Amount for at least ten (10) consecutive Business Days;
(f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act;
(g) any Series 2010-3 Lease Payment Default shall have occurred and be continuing;
(h) the Series 2010-3 Collection Account, the Master Collateral Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged;
(i) other than as a result of a Series 2010-3 Permitted Lien, either (i) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion of the Series 2010-3 RCFC Segregated Vehicle Collateral), or with respect to either of the foregoing clause (i) or (ii), any of any Lessee, RCFC or any Affiliate of either so asserts in writing;
(j) any Series 2010-3 Operating Lease Event of Default (other than a Series 2010-3 Lease Payment Default) shall have occurred and be continuing;
(k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing;
(l) RCFC fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(n) there shall have been filed against Hertz, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC or any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(o) any of the Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related Documents; or
(p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of:
(i) any event described in clauses (a) through (g) above and clause (p), a “Series 2010-3 Amortization Event” shall immediately occur without any notice or other action on the part of the Trustee or any other Person; and
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group IISeries.
Appears in 1 contract
Sources: Pooling and Servicing Agreement
Amortization Events. If any one of the following shall occur:
(a) RCFC HVF defaults in the payment of (i) any interest on, on the Series 20102013-3 G1 Note when the same becomes due and payable and such default continues for at least five (5) consecutive Business Days or (ii) any other amount payable in respect of the Series 20102013-3 G1 Note (other than the payments described in clause (b) below) when the same becomes due and payable and such default continues for at least ten (10) consecutive Business Days;
(b) all principal of and interest on the Series 20102013-3 G1 Note is not paid in full on or before the Series 20102013-3 G1 Commitment Termination Date;
(c) the Series 20102013-3 G1 Lease is terminated for any reason (other than, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 20102013-3 G1 Lease);
(d) either (i) the occurrence of an Event of Bankruptcy with respect to the Nominee, HGI, HVF or Hertz or (ii) the occurrence of an Event of Bankruptcy with respect to RCFC on any date during the RCFC Nominee Applicability Period and, if such date during the RCFC Nominee Applicability Period occurs on or after the RCFC Nominee Qualification Date, the Series ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ Asset Amount as of such date (excluding therefrom the Net Book Value of all Series 2013-G1 Eligible Vehicles the Certificates of Title for which are then titled in the name of RCFC, DTAG, DTG or Hertz) shall be less than the Series 2013-G1 Asset Coverage Threshold Amount as of such date;
(e) the Series ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be less than the Series 20102013-3 G1 Asset Coverage Threshold Amount for at least ten (10) consecutive Business Days;
(f) either (i) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that the Nominee, HGI or HVF is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act or (ii) on any date during the RCFC Nominee Applicability Period, the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company ActAct and, if such date during the RCFC Nominee Applicability Period occurs on or after the RCFC Nominee Qualification Date, the Series ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ Asset Amount as of such date (excluding therefrom the Net Book Value of all Series 2013-G1 Eligible Vehicles the Certificates of Title for which are then titled in the name of RCFC) shall be less than the Series 2013-G1 Asset Coverage Threshold Amount as of such date;
(g) any Series 20102013-3 G1 Lease Payment Default shall have occurred and be continuing;
(h) the Series 20102013-3 G1 Collection Account, the Master any Collateral Account containing amounts relating to Series 20102013-3 G1 Eligible Vehicles or any RCFC Escrow Series 2013-G1 HVF Segregated Exchange Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series ▇▇▇▇2013-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇G1 Permitted Lien) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged;
(i) other than as a result of a Series 20102013-3 G1 Permitted Lien, either (i) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 20102013-3 RCFC G1 HVF Segregated Liened Vehicle Collateral (other than in an immaterial portion of the Series 20102013-3 RCFC G1 HVF Segregated Liened Vehicle Collateral), or with respect to either of the foregoing clause (i) or (ii), any of any Lessee, RCFC HVF or any Affiliate of either so asserts in writing;
(j) any Series 20102013-3 G1 Operating Lease Event of Default (other than a Series 20102013-3 G1 Lease Payment Default) shall have occurred and be continuing;
(k) a Servicer Default or a Series 20102013-3 G1 Administrator Default shall have occurred and be continuing;
(l) RCFC HVF fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII VIII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes and/or Series of Notes) in any Segregated Series 20102013-3 G1 Document and the failure to so comply materially and adversely affects the interests of the Series 20102013-3 G1 Noteholder and continues to materially and adversely affect the interests of the Series 20102013-3 G1 Noteholder for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC HVF obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC HVF by the Trustee or to an Authorized Officer of RCFC HVF and the Trustee by the Series 20102013-3 G1 Administrator;
(m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any one or more Other Segregated Series of Notes and/or Series of Notes) made by RCFC HVF in this Series Supplement or any other Series 20102013-3 G1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20102013-3 G1 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC HVF obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC HVF by the Trustee or to an Authorized Officer of RCFC HVF and the Trustee by the Series 20102013-3 G1 Administrator;
(n) any of (i) there shall have been filed against Hertz, DTAGthe Nominee, DTG HGI or RCFC either HVF (i1) a notice of a federal tax lien from the Internal Revenue Service, (ii2) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii3) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of the Nominee or HVF or any Series 2013-G1 HVF Segregated Exchange Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged, (ii) on any date during the RCFC Nominee Non-Qualified Period, there shall have been filed against RCFC (1) a notice of a federal tax lien from the Internal Revenue Service, (2) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (3) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged or (iii) on any date occurring on or after the RCFC Escrow Account Nominee Qualification Date, there shall have been filed against RCFC (1) a notice of a federal tax lien from the Internal Revenue Service, (2) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (3) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;, and on such date on or after the RCFC Nominee Qualification Date, the Series ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ Asset Amount as of such date (excluding therefrom the Net Book Value of all Series 2013-G1 Eligible Vehicles the Certificates of Title for which are then titled in the name of RCFC) shall be less than the Series 2013-G1 Asset Coverage Threshold Amount as of such date; or
(o) any of (i) any of the Series 20102013-3 G1 Related Documents (other than the RCFC Nominee Agreement) or any material portion thereof relating to any of the Series 20102013-3 G1 Note or the Series 20102013-3 G1 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 20102013-3 G1 Related Documents), or Hertz, DTAGthe Nominee, DTG HGI or HVF shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (1) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than HVF or Hertz in any capacity)) or (2) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2013-G1 Related Documents or the Related Documents, (ii) on any date occurring during the RCFC Nominee Non-Qualified Period, the RCFC Nominee Agreement or any material portion thereof relating to any of the Series 2013-G1 Note or the Series 2013-G1 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2013-G1 Related Documents), or Hertz, HVF or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i1) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC HVF or Hertz in any capacity)) or (ii2) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20102013-3 G1 Related Documents or the Related Documents or (iii) on any date occurring on or after the RCFC Nominee Qualification Date, both (I) the RCFC Nominee Agreement or any material portion thereof relating to any of the Series 2013-G1 Note or the Series 2013-G1 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2013-G1 Related Documents), or Hertz, HVF or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (1) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than HVF or Hertz in any capacity)) or (2) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2013-G1 Related Documents or the Related Documents and (II) the Series ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ Asset Amount as of such date (excluding therefrom the Net Book Value of all Series 2013-G1 Eligible Vehicles the Certificates of Title for which are then titled in the name of RCFC) shall be less than the Series 2013-G1 Asset Coverage Threshold Amount as of such date; or
(p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then Then, in the case of:
(i) any event described in clauses (a) through (g) above and clause (p)above, a “Series 20102013-3 G1 Amortization Event” shall immediately occur without any notice or other action on the part of the Trustee or any other Person; and
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group II
Appears in 1 contract
Sources: Amended and Restated Series 2013 G1 Supplement (Hertz Corp)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) RCFC defaults in the payment of (i) any interest on, the Series 2010-3 Note when the same becomes due and payable and such default continues for at least five (5) consecutive Business Days or (ii) any other amount payable in respect of the Series 2010-3 Note (other than the payments described in clause (b) below) when the same becomes due and payable and such default continues for at least ten (10) consecutive Business Days;
(b) all principal of and interest on the Series 2010-3 Note is not paid in full on or before the Series 2010-3 Commitment Termination Date;
(c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease);
(d) the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG or Hertz;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be less than the Series 2010-3 Asset Coverage Threshold Amount for at least ten (10) consecutive Business Days;
(f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act;
(g) any Series 2010-3 Lease Payment Default shall have occurred and be continuing;
(h) the Series 2010-3 Collection Account, the Master Collateral Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged;
(i) other than as a result of a Series 2010-3 Permitted LienEither Seller Party or Performance Guarantor shall fail to make any payment or deposit applicable to Aggregate Invested Amount, either CP Costs, Yield or Broken Funding Costs when required hereunder which is not cured within one (i1) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion of the Series 2010-3 RCFC Segregated Vehicle Collateral), or with respect to either of the foregoing clause (i) or (ii), any of any Lessee, RCFC or any Affiliate of either so asserts in writing;
(j) any Series 2010-3 Operating Lease Event of Default (other than a Series 2010-3 Lease Payment Default) shall have occurred and be continuing;
(k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing;
(l) RCFC fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive days Business Day after the earlier of (i) the date on which an Authorized Officer of RCFC obtains actual knowledge thereof or (ii) the date on which written notice of such failurewhen due; PROVIDED, requiring the same to be remediedHOWEVER, that no Amortization Event shall have been given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in occur under this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(n) there shall have been filed against Hertz, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC or any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(o) any of the Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii9.1(a)(i) as a result of any waiverlate payment or deposit which is cured within two (2) Business Days if (A) such late payment or deposit was due to circumstances beyond such Seller Party's or Performance Guarantor's control, supplement(B) such late payments or deposits do not occur more than 2 times in any calendar year, modificationand (C) such Seller Party or Performance Guarantor pays interest on the overdue amount of such payment or deposit until paid at the Default Rate, amendment or (ii) either Seller Party or Performance Guarantor fail to make any other action payment or deposit when required hereunder which is not prohibited by cured within three (3) Business Days after the Series 2010-3 Related Documents; ordate when due.
(pb) Any representation, warranty, certification or statement made by either Seller Party or Performance Guarantor in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made; PROVIDED THAT the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold and PROVIDED FURTHER, that any misrepresentation or certification for which the Agent has actually received a Deemed Collection shall not constitute an HVF II Group II Amortization Event hereunder.
(c) Any Seller Party shall have occurred and be continuing. Then breach any covenant contained in Section 7.1(b)(i) or 7.1(b)(iv) which is not cured within five (5) days, or any Seller Party shall breach the covenant contained in Section 7.2(c) which is not cured within thirty (30) days, or any Seller Party shall breach any covenant contained in Section 7.2(a), (b) or (d) or 8.5 hereof.
(d) Any Seller Party or Performance Guarantor shall breach, fail to perform or observe any covenant contained in any Section of this Agreement (which is not covered by another subsection, paragraph or clause of this Section 5.1) or of any other Transaction Document to which it is a party which is not remedied within thirty (30) days after written notice from the Agent.
(e) Failure of Seller to pay any Debt (other than the Aggregate Unpaids) when due or the default by Seller in the case ofperformance of any term, provision or condition contained in any agreement under which any such Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Debt to cause, such Debt to become due prior to its stated maturity; or any such Debt of Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.
(f) An Event of Bankruptcy shall occur with respect to Performance Guarantor or any Seller Party.
(g) As at the end of any Calculation Period:
(i) any event described in clauses (a) through (g) above and clause (p), a “Series 2010the three-3 Amortization Event” month rolling average Delinquency Ratio shall immediately occur without any notice or other action on the part of the Trustee or any other Person; andexceed 10.50%,
(ii) any event described in clauses the three-month rolling average Default Trigger Ratio shall exceed 7.10%, or
(iii) the three-month rolling average Dilution Ratio shall exceed 4.25%.
(h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series A Change of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), Control shall occur.
(i)) Seller shall fail within 30 days to pay, (j), (k), (l) (other than with respect to (I) bond or otherwise discharge any agreement, covenant judgment or provision order for the payment of money of $10,750 or more which is not stayed on appeal or otherwise being appropriately contested in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group IIgood faith.
Appears in 1 contract
Amortization Events. If any one or more of the following events shall occuroccur and be continuing:
(a) RCFC defaults the Issuer fails to pay in full the payment of (i) any interest on, the Series 2010-3 Note when the same becomes Senior Notes Interest due and payable on the Series 2017-A Notes on any Payment Date and such default failure continues for at least five (5) consecutive two Business Days or (ii) any other Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount payable sufficient to make such interest payment when due in respect accordance with the Priority of Payments, but the Series 2010-3 Note (other than payment cannot be made in a timely manner as a result of circumstances beyond the payments described in clause (b) below) when Issuer’s control, the same becomes due and payable and such default continues for at least ten (10) consecutive grace period shall be extended to three Business Days;
(b) all the Issuer fails to pay in full the principal of and interest on the Series 20102017-3 Note is not paid in full A Notes on or before the Series 2010-3 Commitment Termination Mandatory Redemption Date;
(c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance Event of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease)Default occurs;
(d) the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG or Hertza Servicer Default occurs;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be amount on deposit in the Reserve Account is less than the Series 2010-3 Asset Coverage Threshold Reserve Required Amount for at least ten (10) any three consecutive Business Days;
(f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” Four Month Default Percentage as of an “investment company” under the Investment Company Actany Payment Date exceeds 1.50%;
(g) the Three Month Rolling Average Delinquency Ratio as calculated for any Series 2010-3 Lease Payment Default shall have occurred and be continuingDate exceeds 4.50%;
(h) the Series 2010-3 Collection Accounton any Payment Date, the Master Collateral Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other Gross Excess Spread Percentage for the related Due Period is less than any Lien described in clause (iii) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged3.50%;
(i) other than as a result Change of Control with respect to a Series 2010-3 Permitted Lien, either (i) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral Seller (other than in an immaterial portion WCF, WVRI or WRDC) occurs without the prior satisfaction of the Series 2010-3 RCFC Segregated Vehicle Collateral)Rating Agency Condition and the prior written consent of the Required Facility Investors, or a Change of Control with respect to either the Issuer, the Depositor, WCF, WVRI or WRDC occurs without the prior satisfaction of the foregoing clause (i) or (ii), any Rating Agency Condition and the prior written consent of any Lessee, RCFC or any Affiliate of either so asserts in writingeach Funding Agent and each Non-Conduit Committed Purchaser;
(j) if (i) any Series 2010-3 Operating Lease Event of Default WorldMark Loans are then included in the Pledged Loans and (ii) (A) WorldMark voluntarily incurs or at any time becomes voluntarily liable for any Debt (other than a Series 2010-3 Lease Payment Defaultcustomary trade payables), (B) shall have occurred any of WorldMark’s property becomes subject to any Liens, other than utility or other easements or licenses unrelated to any debt of WorldMark or Liens that do not exceed, in the aggregate, $100,000 or (C) WorldMark involuntarily incurs or is liable for any debt or its property becomes involuntarily subject to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such Debt and be continuingthe obligations secured by all such Liens) exceed $1,000,000;
(k) a Servicer the average of the Non-Purchased Default or a Series 2010-3 Administrator Default shall Percentages for the immediately preceding three Due Periods (or, to the extent that less than three Due Periods have occurred and be continuingsince the Closing Date, the average of the Non-Purchased Default Percentages for the number of Due Periods that have actually occurred since the Closing Date) exceeds 0.625%;
(l) RCFC the Notes Principal Amount on any Payment Date (without giving effect to any Increase on such date) exceeds the Borrowing Base Amortization Trigger Amount as of such Payment Date and the Issuer fails on such Payment Date either (i) to pay in full an amount of principal on the Series 2017-A Notes equal to such excess or (ii) to pledge Loans as Collateral with Loan Balances in an amount such that the Borrowing Base Amortization Trigger Amount would have been at least equal to the Notes Principal Amount on such date;
(m) an Insolvency Event occurs with respect to any Seller of Series 2017-A Loans or the Parent Corporation;
(n) Wyndham Worldwide fails to comply with perform under the terms of the Performance Guaranty or any Approved Loan Performance Guaranty, or the Performance Guaranty or any Approved Loan Performance Guaranty shall cease to be in full force and effect;
(o) the Notes Principal Amount shall at any time exceed the Adjusted Loan Balance;
(p) failure on the part of the Depositor duly to observe or perform any covenants or agreements of the Depositor set forth in any of its other agreements or covenants the Facility Documents to which the Depositor is a party (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) failure described in any Segregated Series 2010-3 Document other clause of this Section 10.1) and the such failure to so comply materially and adversely affects the interests continues unremedied for a period of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive 30 days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains the Depositor has actual knowledge thereof or (ii) of the failure and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC the Depositor by the Issuer, the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administratorany Noteholder;
(mq) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) warranty made by RCFC the Depositor in this Series Supplement or any other Series 2010-3 Related Facility Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation shall prove to have been false continues for at least thirty (30) consecutive incorrect in any material respect when made and the Depositor is not in compliance with such representation or warranty within 30 days after the earlier of (i) the date on which an Authorized Officer the Depositor has actual knowledge of RCFC obtains knowledge thereof or (ii) such breach and the date that on which written notice thereof is of such breach requiring that such breach be remedied, shall have been given to an Authorized Officer of RCFC the Depositor by the Issuer, the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administratorany Noteholder;
(nr) there shall have been filed against Hertz, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA Securitized Pool Three Month Rolling Average Delinquency Percentage exceeds 3.75% for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC or any RCFC Escrow Account and thirty (30) four consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or dischargedPayment Dates;
(os) the Securitized Pool Four Month Default Percentage exceeds 1.5% for four consecutive Payment Dates; or
(t) the Three Month Rolling Average Loss to Liquidation Ratio as calculated for any Payment Date exceeds 20.0%; then, in the case of an event described in any clause except clause (a)(1), (c) or (e) of the Series 2010-3 Related Documents Events of Default in Section 11.1, or clause (b) or (m) above, the Deal Agent at the direction of the Majority Facility Investors, or, with respect to an event described in clause (j), (l) or (n), the Deal Agent, at the direction of any Funding Agent or any material portion thereof relating to any of the Series 2010Non-3 Note or the Series 2010-3 Collateral shall ceaseConduit Committed Purchaser, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert by notice given in writing to the Issuer, the Servicer and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the Trustee, may declare that an Amortization Event has occurred as of the date of such written assertionnotice and, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related Documents; or
(p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of:
(i) of any event described in clauses (a) through (g) above and clause (pa)(1), a “Series 2010-3 (c) or (e) of the Events of Default in Section 11.1, or clause (b) or (m) of this Section 10.1, an Amortization Event” shall Event will occur immediately occur upon the occurrence of such event without any notice or other action on the part of the Deal Agent, the Trustee or any other Person; and
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group IIentity.
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Amortization Events. If any of the following shall occur:
(a) RCFC defaults in the payment of (i) any interest on, the Series 2010-3 Note when the same becomes due and payable and such default continues for at least five (5) consecutive Business Days or (ii) any other amount payable in respect of the Series 2010-3 Note (other than the payments described in clause (b) below) when the same becomes due and payable and such default continues for at least ten (10) consecutive Business Days;; WEIL:\95390898\1\99910.6247
(b) all principal of and interest on the Series 2010-3 Note is not paid in full on or before the Series 2010-3 Commitment Termination Date;
(c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease);
(d) the occurrence of an Event of Bankruptcy with respect to the Nominee, HGI, RCFC, DTAG, DTG or Hertz;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be less than the Series 2010-3 Asset Coverage Threshold Amount for at least ten (10) consecutive Business Days;
(f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that the Nominee, HGI or RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act;
(g) any Series 2010-3 Lease Payment Default shall have occurred and be continuing;
(h) the Series 2010-3 Collection Account, the Master Collateral Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged;
(i) other than as a result of a Series 2010-3 Permitted Lien, either (i) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion of the Series 2010-3 RCFC Segregated Vehicle Collateral), or with respect to either of the foregoing clause (i) or (ii), any of any Lessee, RCFC or any Affiliate of either so asserts in writing;
(j) any Series 2010-3 Operating Lease Event of Default (other than a Series 2010-3 Lease Payment Default) shall have occurred and be continuing;
(k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing;; WEIL:\95390898\1\99910.6247
(l) RCFC fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(n) there shall have been filed against Hertz, HGI, the Nominee, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of the Nominee, HGI or RCFC or any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(o) any of the Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, HGI the Nominee, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) WEIL:\95390898\1\99910.6247 as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related Documents; or
(p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of:
(i) any event described in clauses (a) through (g) above and clause (p), a “Series 2010-3 Amortization Event” shall immediately occur without any notice or other action on the part of the Trustee or any other Person; and
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent WEIL:\95390898\1\99910.6247 of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group IIII Investors. For the avoidance of doubt, notwithstanding anything herein to the contrary, any Series 2010-3 Amortization Event described in clauses (h) and (i) above shall be curable at any time. For the avoidance of doubt, with respect to any Series 2010-3 Potential Amortization Event, if the event or condition giving rise (directly or indirectly) to such Series 2010-3 Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Series 2010-3 Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2010-3 Related Documents.
Appears in 1 contract
Sources: Second Amended and Restated Series 2013 B Supplement (Hertz Corp)
Amortization Events. If any of the (a) The following events shall occurconstitute Amortization Events for all Series:
(a) RCFC defaults in the payment of (i) except where the terms of Section 7.04 of this Agreement have been complied with, there is commenced against the Seller or any interest onSuccessor Servicer any proceeding or the taking of any step by or against the Seller or any Successor Servicer for the dissolution, liquidation or winding-up of the Series 2010Seller or any Successor Servicer for any relief from the laws of any jurisdiction relating to bankruptcy, insolvency, reorganization, arrangement, compromise or winding-3 Note when up, or for the same becomes due appointment of one or more of a trustee, receiver, receiver and payable and manager, custodian, liquidator or other Person with similar powers with respect to the Seller or any Successor Servicer unless such default continues for at least five (5) consecutive Business Days proceeding or step is being contested in good faith by the Seller or any Successor Servicer, as the case may be;
(ii) the Pool Balance on any Determination Day is less than the Required Pool Balance on such day and such deficiency has not been remedied by the addition of Additional Accounts pursuant to this Agreement within ten days after the first Reporting Day on which such deficiency is identified by the Servicer; or
(iii) on any Business Day (A) the Servicer is required pursuant to Section 5.02(a) of this Agreement to deposit Collections into the Collection Account not later than the second Business Day after the Date of Processing thereof, (B) the Servicer continues to commingle excess Collections, Purchase Proceeds and amounts in respect to Credit Adjustments as permitted by Section 5.02(a)(i), and (C) the daily asset test described in paragraph (a) of the definition of Partial Commingling Condition indicates that the Pool Balance is less than the Required Pool Balance for on such Business Day and such deficiency has not been remedied by the addition of Additional Accounts pursuant to this Agreement within ten days after the Business Day on which such deficiency is identified by the Servicer.
(b) The Series Purchase Agreement for a Series shall set forth provisions which shall govern the occurrence and effect of Amortization Events set forth therein.
(c) The Servicer, upon learning of any Amortization Event in respect of any Series or any breach of the daily asset test referred to in paragraph (a) of the definition of Partial Commingling Condition, shall promptly notify the Seller, the Custodian, the Co-Owner of the Series, any Agent for the Series, each Credit Enhancement Provider, each Rating Agency and each other amount payable Person specified in any Series Purchase Agreement as being entitled to receive notice under this Section.
(d) The Series Purchase Agreement for a Series may provide that an Amortization Event in respect of the Series 2010may be rescinded and annulled by a Co-3 Note (other than the payments described in clause (b) below) when the same becomes due and payable and such default continues for at least ten (10) consecutive Business Days;
(b) all principal Owner Direction of and interest on the Series 2010-3 Note is not paid in full on order to recommence the Revolving Period or before Accumulation Period, as the Series 2010-3 Commitment Termination Date;
(c) the Series 2010-3 Lease is terminated for any reason (other thancase may be, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease);
(d) the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG or Hertz;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be less than the Series 2010-3 Asset Coverage Threshold Amount for at least ten (10) consecutive Business Days;
(f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act;
(g) any Series 2010-3 Lease Payment Default shall have occurred and be continuing;
(h) the Series 2010-3 Collection Account, the Master Collateral Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged;
(i) other than as a result of a Series 2010-3 Permitted Lien, either (i) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion of the Series 2010-3 RCFC Segregated Vehicle Collateral), or with respect to either of the foregoing clause (i) or (ii), any of any Lessee, RCFC or any Affiliate of either so asserts in writing;
(j) any Series 2010-3 Operating Lease Event of Default (other than a Series 2010-3 Lease Payment Default) shall have occurred and be continuing;
(k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing;
(l) RCFC fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(n) there shall have been filed against Hertz, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC or any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(o) any of the Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related Documents; or
(p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of:
(i) any event described in clauses (a) through (g) above and clause (p), a “Series 2010-3 Amortization Event” shall immediately occur without any notice or other action on the part of the Trustee or any other Person; and
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group IISeries.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Golden Credit Card Trust)
Amortization Events. If In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any of the following shall occur:be an Amortization Event with respect to the Series 2018-2 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base Indenture with respect to the Series 2018-2 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2018-2 Notes):
(a) RCFC defaults in the payment of (i) any interest on, the a Series 20102018-3 Note when the same becomes due 2 Enhancement Deficiency shall occur and payable and such default continues continue for at least five two (52) consecutive Business Days Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (ii2) any other amount payable Business Day period such Series 2018-2 Enhancement Deficiency shall have been cured in respect accordance with the terms and conditions of the Series 2010-3 Note (other than Indenture and the payments described in clause (b) below) when the same becomes due and payable and such default continues for at least ten (10) consecutive Business DaysRelated Documents;
(b) all principal of and interest on the Series 20102018-3 Note is not paid in full on or before the Series 2010-3 Commitment Termination Date;
(c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease);
(d) the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG or Hertz;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset 2 Liquidity Amount shall be less than the Series 20102018-3 Asset Coverage Threshold 2 Required Liquidity Amount for at least ten two (102) consecutive Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;
(fc) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act;
(g) any Series 2010-3 Lease Payment Default shall have occurred and be continuing;
(h) the Series 2010-3 Collection Account, the Master Collateral Series 2018-2 Collection Account, the Series 2018-2 Excess Collection Account containing amounts relating to or the Series 20102018-3 Eligible Vehicles or any RCFC Escrow 2 Reserve Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of Liens permitted under the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or dischargedRelated Documents);
(id) other than as a result all principal of a Series 2010-3 Permitted Lien, either (i) the Trustee shall for and interest on any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion Class of the Series 20102018-3 RCFC Segregated Vehicle Collateral), 2 Notes is not paid in full on or with respect to either of before the foregoing clause (i) or (ii), any of any Lessee, RCFC or any Affiliate of either so asserts in writingSeries 2018-2 Expected Final Distribution Date;
(je) any Series 20102018-3 Operating Lease Event 2 Letter of Default (other than a Series 2010-3 Lease Payment Default) Credit shall have occurred and be continuing;
(k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing;
(l) RCFC fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(n) there shall have been filed against Hertz, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC or any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(o) any of the Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to not be in full force and effect for at least two (2) Business Days and (x) either a Series 2018-2 Enhancement Deficiency would result from excluding such Series 2018-2 Letter of Credit from the Series 2018-2 Enhancement Amount or (y) the Series 2018-2 Liquidity Amount, excluding therefrom the available amount under such Series 2018-2 Letter of Credit, would be less than the Series 2018-2 Required Liquidity Amount; AMERICAS 96004183 52
(f) from and after the funding of the Series 2018-2 Cash Collateral Account, the Series 2018-2 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Lien (other than in accordance with its terms or as otherwise expressly Liens permitted in under the Related Documents) for at least two (2) Business Days and either (x) a Series 2018-2 Enhancement Deficiency would result from excluding the Series 20102018-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting 2 Available Cash Collateral Account Amount from the application of Series 2018-2 Enhancement Amount or (y) the Bankruptcy Code Series 2018-2 Liquidity Amount, excluding therefrom the Series 2018-2 Available Cash Collateral Account Amount, would be less than the Series 2018-2 Required Liquidity Amount; and
(other than as a result of g) an Event of Bankruptcy shall have occurred with respect to any party Series 2018-2 Letter of Credit Provider or any Series 2018-2 Letter of Credit Provider repudiates its Series 2018-2 Letter of Credit or refuses to any honor a proper draw thereon and either (x) a Series 2018-2 Enhancement Deficiency would result from excluding such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result Series 2018-2 Letter of any waiver, supplement, modification, amendment or other action not prohibited by Credit from the Series 20102018-3 Related Documents; or
(p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of:
(i) any event described in clauses (a) through (g) above and clause (p), a “Series 2010-3 Amortization Event” shall immediately occur without any notice or other action on the part of the Trustee or any other Person; and
(ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal 2 Enhancement Amount or (IIy) any agreement, covenant or provision in the Series 20102018-3 Note2 Liquidity Amount, this Series Supplement or any other Series 2010-3 Related Document excluding therefrom the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined available amount under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 20102018-3 Amortization Event2 Letter of Credit, may would be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other less than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 20102018-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group II2 Required Liquidity Amount.
Appears in 1 contract
Amortization Events. If In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any of the following shall occur:be an Amortization Event with respect to the Series 2023-5 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base Indenture with respect to the Series 2023-5 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2023-5 Notes):
(a) RCFC defaults a Series 2023-5 Enhancement Deficiency shall occur and continue for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such Series 2023-5 Enhancement Deficiency shall have been cured in accordance with the payment terms and conditions of the Indenture and the Related Documents;
(b) either (i) any interest on, the Series 2010-3 Note when Class A/B/C Liquidity Amount shall be less than the same becomes due and payable and such default continues Class A/B/C Required Liquidity Amount for at least five (5) consecutive two Business Days or (ii) any other amount payable in respect of the Series 2010-3 Note (other Class D Liquidity Amount shall be less than the payments described in clause (b) below) when the same becomes due and payable and such default continues Class D Required Liquidity Amount for at least ten (10) consecutive two Business Days;
(b) all principal ; provided, however, that, in either case, such event or condition shall not be an Amortization Event AMERICAS 129551751 72 if during such two Business Day period such insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and interest on the Series 2010-3 Note is not paid in full on or before the Series 2010-3 Commitment Termination DateRelated Documents;
(c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease);
(d) the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG or Hertz;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be less than the Series 2010-3 Asset Coverage Threshold Amount for at least ten (10) consecutive Business Days;
(f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act;
(g) any Series 2010-3 Lease Payment Default shall have occurred and be continuing;
(h) the Series 2010-3 Collection Account, the Master Collateral Series 2023-5 Collection Account, the Series 2023-5 Excess Collection Account, the Class A/B/C Reserve Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow the Class D Reserve Account shall be subject to an injunction, estoppel or other stay or a Lien lien (other than any Lien described in clause (iii) of liens permitted under the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or dischargedRelated Documents);
(id) other than as a result all principal of a Series 2010-3 Permitted Lien, either (i) the Trustee shall for and interest on any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion Class of the Series 20102023-3 RCFC Segregated Vehicle Collateral), 5 Notes is not paid in full on or with respect to either of before the foregoing clause (i) or (ii), any of any Lessee, RCFC or any Affiliate of either so asserts in writingSeries 2023-5 Expected Final Distribution Date;
(je) any Multi-Series 2010-3 Operating Lease Event Letter of Default (other than a Series 2010-3 Lease Payment Default) Credit shall have occurred and be continuing;
(k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing;
(l) RCFC fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(n) there shall have been filed against Hertz, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach to the assets of RCFC or any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(o) any of the Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to not be in full force and effect for at least two Business Days and either (x) a Series 2023-5 Enhancement Deficiency would result from excluding such Multi-Series Letter of Credit from the Class A/B/C Enhancement Amount or the Class D Enhancement Amount or (y) the Class A/B/C Liquidity Amount or the Class D Liquidity Amount excluding therefrom the available amount under such Multi-Series Letter of Credit, would be less than the Class A/B/C Required Liquidity Amount or the Class D Required Liquidity Amount, respectively;
(f) from and after the funding of any Series 2023-5 Cash Collateral Account, such Series 2023-5 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a lien (other than in accordance with its terms or as otherwise expressly Liens permitted in under the Series 2010-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive for at least two Business Days following and either (x) a Series 2023-5 Enhancement Deficiency would result from excluding the date of such written assertion, in each case, other than any such cessation (i) resulting Class A/B/C Available Cash Collateral Account Amount or the Class D Available Cash Collateral Account Amount from the application of Class A/B/C Enhancement Amount or the Bankruptcy Code Class D Enhancement Amount, respectively, (other y) the Class A/B/C Liquidity Amount, excluding therefrom the Class A/B/C Available Cash Collateral Account Amount, would be less than as a result of the Class A/B/C Required Liquidity Amount or (z) the Class D Liquidity Amount, excluding therefrom the Class D Available Cash Collateral Account Amount, would be less than the Class D Required Liquidity Amount; and
(g) an Event of Bankruptcy shall have occurred with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result Multi-Series Letter of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related Documents; or
(p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of:
(i) any event described in clauses (a) through (g) above and clause (p), a “Series 2010-3 Amortization Event” shall immediately occur without any notice or other action on the part of the Trustee Credit Provider or any other Person; and
Multi-Series Letter of Credit Provider repudiates its Multi-Series Letter of Credit or refuses to honor a proper draw thereon and either (iix) any event described in clauses (h) through (o) above, so long as a Series 2023-5 Enhancement Deficiency would result from excluding the Class A/B/C Applicable Multi-Series L/C Amount attributable to such event is continuing, either Multi-Series Letter of Credit from the Trustee may, by written notice to RCFC, Class A/B/C Enhancement Amount or the HVF II Required Class D Applicable Multi-Series Noteholders with respect L/C Amount attributable to any HVF II such Multi-Series Letter of Group II Notes may, by written notice to RCFC and Credit from the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Class D Enhancement Amount or (IIy) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Class A/B/C Liquidity Amount or that otherwise prohibits RCFC from taking any action without Class D Liquidity Amount, excluding therefrom the consent Class A/B/C Applicable Multi-Series L/C Amount attributable to such Multi-Series Letter of Credit or the Class D Applicable Multi-Series 2010L/C Amount attributable to such Multi-3 Noteholders holding 100% Series Letter of Credit, would be less than the Series 2010-3 Principal Class A/B/C Required Liquidity Amount or (II) any agreementthe Class D Required Liquidity Amount, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group IIrespectively. AMERICAS 129551751 73
Appears in 1 contract
Sources: Second Amended and Restated Series 2023 5 Supplement (Avis Budget Group, Inc.)
Amortization Events. If any one or more of the following events shall occuroccur and be continuing:
(a) RCFC defaults the Issuer fails to pay in full the payment of (i) any interest on, the Series 2010-3 Note when the same becomes Senior Notes Interest due and payable on the Series 2008-A Notes on any Payment Date and such default failure continues for at least five (5) consecutive two Business Days or (ii) any other Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount payable sufficient to make such interest payment when due in respect accordance with the Priority of Payments, but the Series 2010-3 Note (other than payment cannot be made in a timely manner as a result of circumstances beyond the payments described in clause (b) below) when Issuer’s control, the same becomes due and payable and such default continues for at least ten (10) consecutive grace period shall be extended to three Business Days;
(b) all the Issuer fails to pay in full the principal of and interest on the Series 20102008-3 Note is not paid in full A Notes on or before the Series 2010-3 Commitment Termination Mandatory Redemption Date;
(c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance Event of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease)Default occurs;
(d) the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG or Hertza Servicer Default occurs;
(e) the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount shall be amount on deposit in the Reserve Account is less than the Series 2010-3 Asset Coverage Threshold Reserve Required Amount for at least ten (10) any three consecutive Business Days;
(f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” Four Month Default Percentage as of an “investment company” under the Investment Company Actany Payment Date exceeds 1.25%;
(g) the Three Month Rolling Average Delinquency Ratio as calculated for any Series 2010-3 Lease Payment Default shall have occurred and be continuingDate exceeds 4.0%;
(h) the Series 2010-3 Collection Accounton any Payment Date, the Master Collateral Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall be subject to an injunction, estoppel or other stay or a Lien (other Gross Excess Spread Percentage for the related Due Period is less than any Lien described in clause (iii) of the definition of Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged2.75%;
(i) other than as a result Change of Control with respect to a Series 2010-3 Permitted Lien, either (i) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral Seller (other than in an immaterial portion WCF, WVRI or WRDC) occurs without the prior satisfaction of the Series 2010-3 RCFC Segregated Vehicle Collateral)Rating Agency Condition and the prior written consent of the Required Facility Investors, or a Change of Control with respect to either the Issuer, the Depositor, WCF, WVRI or WRDC occurs without the prior satisfaction of the foregoing clause (i) or (ii), any Rating Agency Condition and the prior written consent of any Lessee, RCFC or any Affiliate each of either so asserts in writingthe Funding Agents;
(j) if (i) any Series 2010-3 Operating Lease Event of Default WorldMark Loans are then included in the Pledged Loans and (ii) (A) WorldMark voluntarily incurs or at any time becomes voluntarily liable for any Debt (other than a Series 2010-3 Lease Payment Defaultcustomary trade payables), (B) shall have occurred any of WorldMark’s property becomes subject to any Liens, other than utility or other easements or licenses unrelated to any debt of WorldMark or Liens that do not exceed, in the aggregate, $100,000 or (C) WorldMark involuntarily incurs or is liable for any debt or its property becomes involuntarily subject to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such Debt and be continuingthe obligations secured by all such Liens) exceed $1,000,000;
(k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing[reserved];
(l) RCFC the Notes Principal Amount on any Payment Date (without giving effect to any Increase on such date) exceeds the Borrowing Base Amortization Trigger Amount as of such Payment Date and the Issuer fails on such Payment Date either (i) to pay in full an amount of principal on the Series 2008-A Notes equal to such excess or (ii) to pledge Loans as Collateral with Loan Balances in an amount such that the Borrowing Base Amortization Trigger Amount would have been at least equal to the Notes Principal Amount on such date;
(m) an Insolvency Event occurs with respect to any Seller of Series 2008-A Loans or the Parent Corporation;
(n) Wyndham Worldwide fails to comply with perform under the terms of the Performance Guaranty or the Performance Guaranty shall cease to be in full force and effect;
(o) the Notes Principal Amount shall at any time exceed the Adjusted Loan Balance;
(p) failure on the part of the Depositor duly to observe or perform any covenants or agreements of the Depositor set forth in any of its other agreements or covenants the Facility Documents to which the Depositor is a party (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) failure described in any Segregated Series 2010-3 Document other clause of this Section 10.1) and the such failure to so comply materially and adversely affects the interests continues unremedied for a period of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive 30 days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains the Depositor has actual knowledge thereof or (ii) of the failure and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC the Depositor by the Issuer, the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administratorany Noteholder;
(mq) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) warranty made by RCFC the Depositor in this Series Supplement or any other Series 2010-3 Related Facility Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation shall prove to have been false continues for at least thirty (30) consecutive incorrect in any material respect when made and the Depositor is not in compliance with such representation or warranty within 30 days after the earlier of (i) the date on which an Authorized Officer the Depositor has actual knowledge of RCFC obtains knowledge thereof or (ii) such breach and the date that on which written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator;
(n) there such breach requiring that such breach be remedied, shall have been filed against Hertz, DTAG, DTG or RCFC either (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that would reasonably be expected to attach given to the assets of RCFC or any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(o) any of the Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited Depositor by the Series 2010-3 Related Documents; or
(p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of:
(i) any event described in clauses (a) through (g) above and clause (p)Issuer, a “Series 2010-3 Amortization Event” shall immediately occur without any notice or other action on the part of the Trustee or any other Person; andNoteholder;
(iir) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100Securitized Pool Three Month Rolling Average Delinquency Percentage exceeds 5.0% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group IIfor four consecutive Payment Dates; or
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Wyndham Worldwide Corp)