Amortization Events. If any one of the following events shall occur with respect to the Series 2003-2 Investor Notes: (a) the Series 2003-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 2003-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor Noteholders.
Appears in 3 contracts
Sources: Indenture Supplement (Cendant Corp), Indenture Supplement (Chesapeake Funding LLC), Indenture Supplement (Chesapeake Funding LLC)
Amortization Events. If any one of the following events shall occur with respect to the Series 2003-2 1 Investor Notes:
(a) the Series 2003-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 2003-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 2003-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 2003-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 2003-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 1 Senior Preferred Membership Interests or the Series 2003-2 1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 2003-2 1 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 1 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 1 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 1 Investor Noteholders holding a Majority in Interest of the Series 2003-2 1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 1 Investor Noteholders.
Appears in 2 contracts
Sources: Indenture Supplement (Peterson D L Trust), Indenture Supplement (Chesapeake Funding LLC)
Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032009-2 Investor 1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2009-1 Notes:
(a) HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032009-2 Reserve 1 Notes (other than the payments described in clauses (b), (e) and (f) below) when the same becomes due and payable and such default continues for a period of three (3) Business Days;
(b) HVF defaults in the payment of any principal of the Series 2009-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;
(c) a Series 2009-1 Enhancement Deficiency shall exist and continue to exist for at least three (3) Business Days;
(d) a Series 2009-1 Liquidity Deficiency shall exist and continue to exist for at least three (3) Business Days;
(e) all principal of and interest on the Series 2009-1 Notes is not paid in full on or before the Expected Final Payment Date;
(f) the Series 2009-1 Controlled Amortization Amount required to be paid in respect of any Series 2009-1 Controlled Amortization Payment Date is not paid on such Series 2009-1 Controlled Amortization Payment Date and, other than with respect to the final Series 2009-1 Controlled Amortization Payment Date, such failure continues for a period of three (3) Business Days;
(g) the Series 2009-1 Asset Amount shall be less than the Series 2009-1 Required Asset Amount for at least three (3) Business Days;
(h) the Principal Deficit Amount shall be greater than zero;
(i) the Collection Account, any Collateral Account, any Series 2009-1 Series Account, the Series 2009-1 Distribution Account or any HVF Exchange Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) and 30 days shall have elapsed without such Lien having been released or discharged;
(bA) the Series 20032009-2 Yield Supplement 1 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) for a period of at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2009-1 Reserve Account Collateral (or any of the Lessee, HVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 2009-1 Enhancement Deficiency would result from excluding the Series 2009-1 Available Reserve Account Amount from the Series 2009-1 Enhancement Amount or (y) the Series 2009-1 Adjusted Liquidity Amount, excluding therefrom the Series 2009-1 Available Reserve Account Amount, would be less than the Series 2009-1 Required Liquidity Amount;
(ck) from and after the funding of the Series 2009-1 Cash Collateral Account, (A) the Series 2009-1 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for a period of at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2009-1 Cash Collateral Account Collateral (or any of the Lessee, HVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 20032009-2 Liquid Credit 1 Enhancement Deficiency would result from excluding the Series 2009-1 Available Cash Collateral Account Amount from the Series 2009-1 Enhancement Amount or (y) the Series 2009-1 Adjusted Liquidity Amount, excluding therefrom the Series 2009-1 Available Cash Collateral Account Amount, would be less than the Series 2009-1 Required Liquidity Amount;
(l) a Change of Control shall occur have occurred;
(m) HVF shall fail to acquire and continue maintain in force one or more Series 2009-1 Interest Rate Caps at the times and in the notional amounts required by the terms of Section 3.12 of this Series Supplement and such failure continues for at least two 3 Business Days;
(d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(fn) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2009-1 Collateral (other than the Series 2009-1 Reserve Account Collateral and the Series 2009-1 Cash Collateral Account Collateral) or any of VMSthe Lessee, the Issuer HVF or any Affiliate of either so asserts in writing;
(o) the occurrence of a Servicer Event of Default;
(p) the occurrence of a Servicer Default or an Administrator Default;
(q) [Reserved];
(r) HVF fails to comply with any of its other agreements or covenants (other than any agreements or covenants relating solely to one or more Segregated Series of Notes) in the Series 2009-1 Notes, the Indenture, this Series Supplement or any other Related Document (other than any Related Document relating solely to one or more Segregated Series of Notes) and the failure to so comply materially and adversely affects the interests of the Series 2009-1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall so asserthave been given to HVF by the Trustee or to HVF and the Trustee by the Administrative Agent;
(s) there shall have been filed against Cendantany representation (other than any representation relating solely to one or more Segregated Series of Notes) made by HVF in the Indenture, PHH, VMS, this Series Supplement or any other Related Document (other than any Related Document relating solely to one or more Segregated Series of Notes) is false and such false representation materially and adversely affects the Origination Trust, SPV or interests of the Issuer Series 2009-1 Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) a notice of federal tax Lien from the Internal Revenue Service, date on which HVF obtains knowledge thereof or (ii) a the date that written notice of Lien from thereof is given to HVF by the PBGC under Section 412(n) of Trustee or to HVF and the Internal Revenue 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 Trustee by the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or dischargedAdministrative Agent;
(t) the Administrator fails to comply with any of its other agreements or covenants (other than any agreements or covenants relating solely to one or more judgments Segregated Series of Notes) in any Related Document (other than any Related Document relating solely to a Segregated Series of Notes) or decrees shall be entered against any representation made by the Issuer involving Administrator in the aggregate a liability any Related Document (not paid or fully covered by insurance) of $100,000 other than any Related Document relating solely to one or more Segregated Series of Notes) is false and the failure to so comply or such judgments false representation, as the case may be, materially and adversely affects the interests of the Series 2009-1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which the Administrator obtains knowledge thereof or decrees (ii) the date on which written notice of such failure, requiring the same to be remedied, shall not have been vacated, discharged, stayed given to the Administrator by the Trustee or bonded pending appeal within 30 days from to the entry thereof; orAdministrator and the Trustee by the Administrative Agent;
(u) any HVF or the Administrator shall fail to comply with Section 8.01(b) of the Transaction Documents Series 2009-1 Note Purchase Agreement (provided that, if the Series 2009-1 Noteholders are not materially and adversely affected by such failure, such failure must continue for a period of five (5) Business Days after the earlier of (i) the date on which HVF or the Administrator obtains 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 or the Administrator, as applicable, by the Trustee or to HVF or the Administrator, as applicable, and the Trustee by the Administrative Agent before such failure shall constitute an Amortization Event);
(v) (I) HVF or the Administrator shall fail to comply with their respective obligations under the Back-Up Administration Agreement in any material respect and the failure to so comply materially and adversely affects the interests of the Series 2009-1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF or the Administrator, as applicable, obtains 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 and the Administrator by the Trustee or to HVF, the Administrator and the Trustee by the Administrative Agent or (II) the Back-Up Administration Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect, other than effect or enforceable in accordance with its terms; thenterms for a period of thirty (30) days after the earlier of (i) the date on which HVF or the Administrator, as applicable, obtains knowledge thereof or (ii) the date on which written notice of thereof shall have been given to HVF and the Administrator by the Trustee or to HVF, the 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 the Back-Up Administration Agreement or any portion thereof by HVF or the Administrator, in which case such thirty (30) day grace period shall not apply); or
(I) the case of Administrator, in its capacity as Servicer, shall fail to comply with its obligations under the Back-Up Disposition Agreement in any event described in clause (p) through (u) above, an Amortization Event will be deemed material respect and the failure to have occurred with respect to so comply materially and adversely affects the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest interests of the Series 20032009-2 Investor Notes1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which the Administrator or HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, declare that an Amortization Event has occurred with respect requiring the same to be remedied, shall have been given to the Series 2003Administrator and HVF by the Trustee or to the Administrator, HVF and the Trustee by the Administrative Agent or (II) the Back-2 Investor NotesUp Disposition Agent Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect or enforceable in accordance with its terms for a period of thirty (30) days after the earlier of (i) the date on which HVF or the Administrator, as applicable, obtains knowledge thereof or (ii) the date on which written notice thereof shall have been given to HVF and the Administrator by the Trustee or to HVF, the 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 the Back-Up Disposition Agreement or any portion thereof by the Administrator, in its capacity as Servicer, in which case such thirty (30) day grace period shall not apply). In the case of of
(i) any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032009-2 Investor 1 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2009-1 Noteholder or
(ii) any event described in clauses (o) through (w) above, so long as such event is continuing, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 20032009-2 Investor Noteholders1 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2009-1 Notes has occurred as of the date of the notice. An Amortization Event with respect to the Series 2009-1 Notes described in clauses (a) through (l), (n) through (q), (r) (with respect to any agreement, covenant or provision in the Series 2009-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2009-1 Noteholders holding more than 662/3% of the Series 2009-1 Principal Amount or which otherwise prohibits HVF from taking any action without the consent of Series 2009-1 Noteholders holding more than 662/3 of the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇), (▇), (▇), (▇) and (w) above may be waived solely with the written consent of Series 2009-1 Noteholders holding 100% of the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. An Amortization Event with respect to the Series 2009-1 Notes described in clauses (m), (r) (other than with respect to any agreement, covenant or provision in the Series 2009-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2009-1 Noteholders holding more than 662/3% of the Series 2009-1 Principal Amount or which otherwise prohibits HVF from taking any action without the consent of Series 2009-1 Noteholders holding more than 662/3% of the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇) and (s) may be waived in accordance with Section 9.4 of the Base Indenture. In the event of a waiver of any Amortization Event described above, the Trustee shall provide notification thereof to each Rating Agency. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2009-1 Notes described in clause (n) above shall be curable at any time.
Appears in 2 contracts
Sources: Second Amended and Restated Series 2009 1 Supplement (Cinelease, LLC), Amended and Restated Series 2009 1 Supplement (Hertz Global Holdings Inc)
Amortization Events. If In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any one of the following events shall occur be an Amortization Event with respect to the Series 20032005-2 Investor Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base Indenture with respect to the Series 2005-2 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2005-2 Notes:):
(a) a Series 2005-2 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 2005-2 Enhancement Deficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;
(b) the Series 20032005-2 Liquidity Amount shall be less than the Series 2005-2 Required Liquidity Amount 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 insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;
(c) the Collection Account, the Series 2005-2 Collection Account, the Series 2005-2 Excess Collection Account or the Series 2005-2 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted LienLiens permitted under the Related Documents);
(bd) all principal of and interest on the Series 2005-2 Notes is not paid in full on or before the Series 2005-2 Expected Final Distribution Date;
(e) the Trustee shall make a demand for payment under the Surety Bond;
(f) the occurrence of an Event of Bankruptcy with respect to the Surety Provider;
(g) the Surety Provider fails to pay a demand for payment in accordance with the requirements of the Surety Bond;
(h) any Series 2005-2 Letter of Credit shall not be in full force and effect for at least two (2) Business Days and (x) either a Series 2005-2 Enhancement Deficiency would result from excluding such Series 2005-2 Letter of Credit from the Series 2005-2 Enhancement Amount or (y) the Series 20032005-2 Yield Supplement Liquidity Amount, excluding therefrom the available amount under such Series 2005-2 Letter of Credit, would be less than the Series 2005-2 Required Liquidity Amount;
(i) from and after the funding of the Series 2005-2 Cash Collateral Account, the Series 2005-2 Cash Collateral Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(cLiens permitted under the Related Documents) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two (2) Business Days;
Days and either (dx) a Series 20032005-2 Allocated Asset Amount Enhancement Deficiency shall occur and continue for at least two Business Days;
(e) a would result from excluding the Series 20032005-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
Available Cash Collateral Account Amount from the Series 2005-2 Enhancement Amount or (fy) the Three Month Average ChargeSeries 2005-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on 2 Liquidity Amount, excluding therefrom the Series 20032005-2 Senior Preferred Membership Interests or Available Cash Collateral Amount, would be less than the Series 20032005-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;Required Liquidity Amount; and
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 2003-2 Investor Notes Bankruptcy shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to any Series 2005-2 Letter of Credit Provider or any Series 2005-2 Letter of Credit Provider repudiates its Series 2005-2 Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series 2005-2 Enhancement Deficiency would result from excluding such Series 2005-2 Letter of Credit from the Series 20032005-2 Investor Notes only, if after Enhancement Amount or (y) the applicable grace period, either the Indenture Trustee or Series 20032005-2 Investor Noteholders holding a Majority in Interest Liquidity Amount, excluding therefrom the available amount under such Series 2005-2 Letter of Credit, would be less than the Series 20032005-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor NoteholdersRequired Liquidity Amount.
Appears in 2 contracts
Sources: Amended and Restated Series 2005 2 Supplement (Avis Budget Group, Inc.), Series 2005 2 Supplement (Avis Budget Group, Inc.)
Amortization Events. If any one of the following events shall occur with respect to the Series 20032011-2 1 Investor Notes:
(a) the Series 20032011-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032011-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032011-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032011-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032011-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032011-2 1 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS;
(n) a Lease Rate Cap Event shall occur and continue for two Business Days;
(o) all principal and interest the failure on the part of the Class A-1 Investor Notes is not paid in full Issuer to pay any Commitment Fee or any Series 2011-1 Monthly Interest due and payable on or before the Class A-1 Maturity any Payment Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Datewhich failure continues unremedied for two Business Days;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 thirty (30) days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032011-2 Required 1 Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 thirty (30) days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032011-2 Required 1 Investor NoteholdersNoteholder, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(s) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 thirty (30) days from the entry thereof; or;
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms;
(v) the failure on the part of the Administrator duly to observe or perform in any material respect any covenants or agreements of the Administrator set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of thirty (30) days after there shall have been given to the Administrator by the Indenture Trustee or the Administrator and the Indenture Trustee by any Series 2011-1 Investor Noteholder, written notice specifying such default and requiring it to be remedied;
(w) a Change in Control shall occur;
(x) an “event of default” (or any other defined term or event having a similar purpose) under, and as defined in, the PHH Credit Agreement shall have occurred and be continuing;
(y) Consolidated Net Worth on the last day of any fiscal quarter of PHH shall be less than $1,000,000,000;
(z) the ratio of Indebtedness of PHH and the Subsidiaries to Tangible Net Worth shall exceed 6.5 to 1.0 at any time; or
(aa) an Amortization Event shall have occurred with respect to the Series 2010-1 Investor Notes; then, in the case of any event described in clause (p) through (uz) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032011-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 20032011-2 1 Required Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032011-2 1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032011-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032011-2 1 Investor Noteholders.
Appears in 1 contract
Sources: Indenture Supplement (PHH Corp)
Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032010-2 Investor 1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2010-1 Notes:
(a) ZVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032010-2 Reserve 1 Notes (other than the payments described in clauses (e) and (f) below) when the same becomes due and payable and such default continues for a period of three (3) Business Days;
(b) a Change of Control shall have occurred;
(c) a Series 2010-1 Enhancement Deficiency shall occur and continue for at least three (3) Business Days;
(d) a Series 2010-1 Liquidity Deficiency shall occur and continue for at least three (3) Business Days;
(e) all principal of and interest on the Series 2010-1 Notes is not paid in full on or before the Series 2010-1 Expected Final Payment Date;
(f) all principal of and interest on the Series 2010-1 Notes is not paid in full on or before the Series 2010-1 Commitment Termination Date;
(g) the Series 2010-1 Asset Amount shall be less than the Series 2010-1 Required Asset Amount for at least three (3) Business Days;
(h) the Principal Deficit Amount shall be greater than zero;
(i) the Collection Account, any Collateral Account, any Series 2010-1 Series Account, the Series 2010-1 Distribution Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) and 30 days shall have elapsed without such Lien having been released or discharged;
(bA) the Series 20032010-2 Yield Supplement 1 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
) for at least three (c3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2010-1 Reserve Account Collateral (or any of the Lessee, ZVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 20032010-2 Liquid Credit 1 Enhancement Deficiency shall occur and continue for at least two Business Days;
would result from excluding the Series 2010-1 Available Reserve Account Amount from the Series 2010-1 Enhancement Amount or (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(fy) the Three Month Average ChargeSeries 2010-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on 1 Adjusted Liquidity Amount, excluding therefrom the Series 20032010-2 Senior Preferred Membership Interests or 1 Available Reserve Account Amount, would be less than the Series 20032010-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(j) any Servicer Termination Event shall occur1 Required Liquidity Amount;
(k) from and after the funding of the Series 2010-1 Cash Collateral Account, (A) the Series 2010-1 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2010-1 Cash Collateral Account Collateral (or any Termination Event shall occurof the Lessee, ZVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 2010-1 Enhancement Deficiency would result from excluding the Series 2010-1 Available Cash Collateral Account Amount from the Series 2010-1 Enhancement Amount or (y) the Series 2010-1 Adjusted Liquidity Amount, excluding therefrom the Series 2010-1 Available Cash Collateral Account Amount, would be less than the Series 2010-1 Required Liquidity Amount;
(l) an Event ZVF shall fail to acquire and maintain in force one or more Series 2010-1 Interest Rate Caps at the times and in the notional amounts required by the terms of Default with respect Section 3.12 of this Series Supplement or at any time any such Series 2010-1 Interest Rate Caps shall fail to be enforceable against the Series 2003-2 Investor Notes shall occurapplicable Interest Rate Cap Provider;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-1 Collateral (other than the Series 2010-1 Reserve Account Collateral and the Series 2010-1 Cash Collateral Account Collateral) or any of VMSthe Lessee, the Issuer ZVF or any Affiliate of either thereof shall so assertasserts in writing;
(sn) there ZVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2010-1 Notes, the Indenture, this Series Supplement or any other Related Document (other than any covenants expressly described elsewhere in this Article IV) and the failure to so comply materially and adversely affects the interests of the Series 2010-1 Noteholders and continues to materially and adversely affect the interests of the Series 2010-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which ZVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been filed against Cendant, PHH, VMS, given to ZVF by the Origination Trust, SPV Trustee or to ZVF and the Trustee by the Administrative Agent or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred Required Noteholders with respect to the Series 20032010-2 Investor Notes only1 Notes;
(o) any representation made by ZVF in the Indenture, if after this Series Supplement or any other Related Document is false and such false representation materially and adversely affects the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest interests of the Series 20032010-2 Investor Notes, declare 1 Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which ZVF obtains knowledge thereof or (ii) the date that an Amortization Event has occurred written notice thereof is given to ZVF by the Trustee or to ZVF and the Trustee by the Administrative Agent or the Required Noteholders with respect to the Series 20032010-2 Investor 1 Notes;
(p) the Administrator fails to comply with any of its other agreements or covenants in, or provisions of, any Related Document (other than any covenants expressly described elsewhere in this Article IV) or any representation made by the Administrator in any 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 2010-1 Noteholders and continues to materially and adversely affect the interests of the Series 2010-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which the Administrator obtains 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 Administrator by the Trustee or to the Administrator and the Trustee by the Administrative Agent or the Required Noteholders with respect to the Series 2010-1 Notes;
(q) the Administrator or ZVF fails to comply with any covenant contained in Section 8.02 of the Series 2010-1 Note Purchase Agreement; or
(r) a Servicer Event of Default shall have occurred and be continuing for a period of at least thirty (30) days without cure or waiver. In the case of of
(i) any event described in clauses (a) through (om) above, an Amortization Event with respect to the Series 20032010-2 Investor 1 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2010-1 Noteholder or
(ii) any event described in clauses (n) through (r) above, either the Trustee may, by written notice to ZVF, or the Required Noteholders, may by written notice to ZVF and the Trustee, declare that an Amortization Event with respect to the Series 20032010-2 Investor Noteholders1 Notes has occurred as of the date of the notice. An Amortization Event with respect to the Series 2010-1 Notes described in clauses (a) through (k), (m), (n) (with respect to any agreement, covenant or provision in the Series 2010-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount or which otherwise prohibits ZVF from taking any action without the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount), (p) and (q) above may be waived solely with the written consent of Series 2010-1 Noteholders holding 100% of the Series 2010-1 Principal Amount in accordance with Section 9.4 of the Base Indenture. An Amortization Event with respect to the Series 2010-1 Notes described in clauses (l), (n) (other than with respect to any agreement, covenant or provision in the Series 2010-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount or which otherwise prohibits ZVF from taking any action without the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount), (o) and (r) may be waived by the Required Noteholders with respect to the Series 2010-1 Notes in accordance with Section 9.4 of the Base Indenture. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2010-1 Notes described in clause (m) above shall be curable at any time.
Appears in 1 contract
Sources: Second Amended and Restated Series 2010 1 Supplement (Zipcar Inc)
Amortization Events. If any one of the following events shall occur with respect to the Series 20032009-2 1 Investor Notes:
(a) the Series 20032009-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032009-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032009-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032009-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032009-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032009-2 1 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS;
(n) a Lease Rate Cap Event shall occur and continue for two Business Days;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required 1 Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied;
(qp) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required 1 Investor NoteholdersNoteholder, written notice thereof;
(rq) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(sr) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(ts) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(ut) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (po) through (ut) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032009-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 20032009-2 1 Required Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032009-2 1 Investor Notes. In the case of any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032009-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032009-2 1 Investor Noteholders.
Appears in 1 contract
Sources: Indenture Supplement (PHH Corp)
Amortization Events. If any one of the following events shall occur with respect to the Series 20032010-2 1 Investor Notes:
(a) the Series 20032010-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032010-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032010-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032010-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032010-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032010-2 1 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS;
(n) a Lease Rate Cap Event shall occur and continue for two Business Days;
(o) all principal and interest the failure on the part of the Class A-1 Investor Notes is not paid in full Issuer to pay any Commitment Fee or any Series 2010-1 Monthly Interest due and payable on or before the Class A-1 Maturity any Payment Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Datewhich failure continues unremedied for two Business Days;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 thirty (30) days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032010-2 Required 1 Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 thirty (30) days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032010-2 Required 1 Investor NoteholdersNoteholder, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(s) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 thirty (30) days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor Noteholders.;
Appears in 1 contract
Sources: Indenture Supplement (PHH Corp)
Amortization Events. If any one of the following events shall occur with respect to the Series 20032002-2 Investor Notes:
(a) the Series 20032002-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032002-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032002-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032002-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032002-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 20032002-2 Senior Preferred Membership Interests or the Series 20032002-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032002-2 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 20032002-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20032002-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or Date, all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date, or all principal and interest of the Class B Investor Notes is not paid in full on or before the Class B Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032002-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032002-2 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032002-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20032002-2 Required Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032002-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032002-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032002-2 Investor Noteholders.
Appears in 1 contract
Amortization Events. If any one of the following events shall occur with respect to the Series 20032011-2 Investor Notes:
(a) the Series 20032011-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032011-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032011-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032011-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032011-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032011-2 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS;
(n) a Lease Rate Cap Event shall occur and continue for two Business Days;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032011-2 Required Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied;
(qp) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032011-2 Required Investor NoteholdersNoteholder, written notice thereof;
(rq) the Indenture Trustee shall for any reason cease fail to have a valid and perfected first priority security interest in the Collateral and such failure continues for at least two Business Days or any of VMS, the Issuer or any Affiliate of either thereof shall so assertassert that the Indenture Trustee does not have a valid and perfected first priority security interest in the Collateral;
(sr) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(ts) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(ut) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (po) through (ut) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032011-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or the Series 20032011-2 Required Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032011-2 Investor Notes. In the case of any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032011-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032011-2 Investor Noteholders.
Appears in 1 contract
Sources: Indenture Supplement (PHH Corp)
Amortization Events. If any one of the following events shall occur with respect to the Series 20032010-2 1 Investor Notes:
(a) the Series 20032010-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032010-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032010-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032010-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032010-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032010-2 1 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS;
(n) a Lease Rate Cap Event shall occur and continue for two Business Days;
(o) all principal and interest the failure on the part of the Class A-1 Investor Notes is not paid in full Issuer to pay any Commitment Fee or any Series 2010-1 Monthly Interest due and payable on or before the Class A-1 Maturity any Payment Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Datewhich failure continues unremedied for two Business Days;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 thirty (30) days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032010-2 Required 1 Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 thirty (30) days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032010-2 Required 1 Investor NoteholdersNoteholder, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(s) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 thirty (30) days from the entry thereof; or;
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms;
(v) the failure on the part of the Administrator duly to observe or perform in any material respect any covenants or agreements of the Administrator set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of thirty (30) days after there shall have been given to the Administrator by the Indenture Trustee or the Administrator and the Indenture Trustee by any Series 2010-1 Investor Noteholder, written notice specifying such default and requiring it to be remedied;
(w) a Change in Control shall occur;
(x) an “event of default” (or any other defined term or event having a similar purpose) under, and as defined in, the PHH Credit Agreement shall have occurred and be continuing;
(y) Consolidated Net Worth on the last day of any fiscal quarter of PHH shall be less than $1,000,000,000;
(z) the ratio of Indebtedness of PHH and the Subsidiaries to Tangible Net Worth shall exceed 6.5 to 1.0 at any time; or
(aa) an Amortization Event shall have occurred with respect to the Series 2011-1 Investor Notes; then, in the case of any event described in clause (p) through (uaa) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032010-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 20032010-2 1 Required Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032010-2 1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032010-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032010-2 1 Investor Noteholders.
Appears in 1 contract
Sources: Indenture Supplement (PHH Corp)
Amortization Events. If any one of the following events shall occur with respect to the Series 20032001-2 1 Investor Notes:
(a) the Series 20032001-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032001-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032001-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032001-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032001-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 20032001-2 1 Senior Preferred Membership Interests or the Series 20032001-2 1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032001-2 1 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 20032001-2 1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20032001-2 1 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032001-2 1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032001-2 1 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032001-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20032001-2 1 Investor Noteholders holding a Majority in Interest of the Series 20032001-2 1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 20032001-2 1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032001-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032001-2 1 Investor Noteholders.
Appears in 1 contract
Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032009-2 Investor 1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2009-1 Notes:
(a) HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032009-2 Reserve 1 Notes (other than the payments described in clauses (b), (e) and (f) below) when the same becomes due and payable and such default continues for a period of three (3) Business Days;
(b) HVF defaults in the payment of any principal of the Series 2009-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;
(c) a Series 2009-1 Enhancement Deficiency shall exist and continue to exist for at least three (3) Business Days;
(d) a Series 2009-1 Liquidity Deficiency shall exist and continue to exist for at least three (3) Business Days;
(e) all principal of and interest on the Series 2009-1 Notes is not paid in full on or before the Expected Final Payment Date;
(f) [Reserved];
(g) the Series 2009-1 Asset Amount shall be less than the Series 2009-1 Required Asset Amount for at least three (3) Business Days;
(h) the Principal Deficit Amount shall be greater than zero;
(i) the Collection Account, any Collateral Account, any Series 2009-1 Series Account, the Series 2009-1 Distribution Account or any HVF Exchange Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) and 30 days shall have elapsed without such Lien having been released or discharged;
(bj) (A) the Series 20032009-2 Yield Supplement 1 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) for a period of at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2009-1 Reserve Account Collateral (or any of the Lessee, HVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 2009-1 Enhancement Deficiency would result from excluding the Series 2009-1 Available Reserve Account Amount from the Series 2009-1 Enhancement Amount or (y) the Series 2009-1 Adjusted Liquidity Amount, excluding therefrom the Series 2009-1 Available Reserve Account Amount, would be less than the Series 2009-1 Required Liquidity Amount;
(ck) from and after the funding of the Series 2009-1 Cash Collateral Account, (A) the Series 2009-1 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for a period of at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2009-1 Cash Collateral Account Collateral (or any of the Lessee, HVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 20032009-2 Liquid Credit 1 Enhancement Deficiency would result from excluding the Series 2009-1 Available Cash Collateral Account Amount from the Series 2009-1 Enhancement Amount or (y) the Series 2009-1 Adjusted Liquidity Amount, excluding therefrom the Series 2009-1 Available Cash Collateral Account Amount, would be less than the Series 2009-1 Required Liquidity Amount;
(l) a Change of Control shall occur have occurred;
(m) HVF shall fail to acquire and continue maintain in force one or more Series 2009-1 Interest Rate Caps at the times and in the notional amounts required by the terms of Section 3.12 of this Series Supplement and such failure continues for at least two 3 Business Days;
(d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(fn) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2009-1 Collateral (other than the Series 2009-1 Reserve Account Collateral and the Series 2009-1 Cash Collateral Account Collateral) or any of VMSthe Lessee, the Issuer HVF or any Affiliate of either so asserts in writing;
(o) the occurrence of a Servicer Event of Default;
(p) the occurrence of a Servicer Default or an Administrator Default;
(q) A Series 2013-A Amortization Event shall have occurred automatically or shall have been declared in accordance with Section 7.2 of the Series 2013-A Supplement, and in each case is continuing; 72
(r) HVF fails to comply with any of its other agreements or covenants (other than any agreements or covenants relating solely to one or more Segregated Series of Notes) in the Series 2009-1 Notes, the Indenture, this Series Supplement or any other Related Document (other than any Related Document relating solely to one or more Segregated Series of Notes) and the failure to so comply materially and adversely affects the interests of the Series 2009-1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall so asserthave been given to HVF by the Trustee or to HVF and the Trustee by the Administrative Agent;
(s) there shall have been filed against Cendantany representation (other than any representation relating solely to one or more Segregated Series of Notes) made by HVF in the Indenture, PHH, VMS, this Series Supplement or any other Related Document (other than any Related Document relating solely to one or more Segregated Series of Notes) is false and such false representation materially and adversely affects the Origination Trust, SPV or interests of the Issuer Series 2009-1 Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) a notice of federal tax Lien from the Internal Revenue Service, date on which HVF obtains knowledge thereof or (ii) a the date that written notice of Lien from thereof is given to HVF by the PBGC under Section 412(n) of Trustee or to HVF and the Internal Revenue 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 Trustee by the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or dischargedAdministrative Agent;
(t) the Administrator fails to comply with any of its other agreements or covenants (other than any agreements or covenants relating solely to one or more judgments Segregated Series of Notes) in any Related Document (other than any Related Document relating solely to a Segregated Series of Notes) or decrees shall be entered against any representation made by the Issuer involving Administrator in the aggregate a liability any Related Document (not paid or fully covered by insurance) of $100,000 other than any Related Document relating solely to one or more Segregated Series of Notes) is false and the failure to so comply or such judgments false representation, as the case may be, materially and adversely affects the interests of the Series 2009-1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which the Administrator obtains knowledge thereof or decrees (ii) the date on which written notice of such failure, requiring the same to be remedied, shall not have been vacated, discharged, stayed given to the Administrator by the Trustee or bonded pending appeal within 30 days from to the entry thereof; orAdministrator and the Trustee by the Administrative Agent;
(u) any HVF or the Administrator shall fail to comply with Section 8.01(b) of the Transaction Documents Series 2009-1 Note Purchase Agreement (provided that, if the Series 2009-1 Noteholders are not materially and adversely affected by such failure, such failure must continue for a period of five (5) Business Days after the earlier of (i) the date on which HVF or the Administrator obtains 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 or the Administrator, as applicable, by the Trustee or to HVF or the Administrator, as applicable, and the Trustee by the Administrative Agent before such failure shall constitute an Amortization Event);
(v) (I) HVF or the Administrator shall fail to comply with their respective obligations under the Back-Up Administration Agreement in any material respect and the failure to so comply materially and adversely affects the interests of the Series 2009-1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF or the Administrator, as applicable, obtains 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 and the Administrator by the Trustee or to HVF, the Administrator and the Trustee by the Administrative Agent or (II) the Back-Up Administration Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect, other than effect or enforceable in accordance with its terms; thenterms for a period of thirty (30) days after the earlier of (i) the date on which HVF or the Administrator, as applicable, obtains knowledge thereof or (ii) the date on which written notice of thereof shall have been given to HVF and the Administrator by the Trustee or to HVF, the 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 the Back-Up Administration Agreement or any portion thereof by HVF or the Administrator, in which case such thirty (30) day grace period shall not apply); or
(w) (I) the case of Administrator, in its capacity as Servicer, shall fail to comply with its obligations under the Back-Up Disposition Agreement in any event described in clause (p) through (u) above, an Amortization Event will be deemed material respect and the failure to have occurred with respect to so comply materially and adversely affects the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest interests of the Series 20032009-2 Investor Notes1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which the Administrator or HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, declare that an Amortization Event has occurred with respect requiring the same to be remedied, shall have been given to the Series 2003Administrator and HVF by the Trustee or to the Administrator, HVF and the Trustee by the Administrative Agent or (II) the Back-2 Investor NotesUp Disposition Agent Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect or enforceable in accordance with its terms for a period of thirty (30) days after the earlier of (i) the date on which HVF or the Administrator, as applicable, obtains knowledge thereof or (ii) the date on which written notice thereof shall have been given to HVF and the Administrator by the Trustee or to HVF, the 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 the Back-Up Disposition Agreement or any portion thereof by the Administrator, in its capacity as Servicer, in which case such thirty (30) day grace period shall not apply). In the case of of
(i) any event described in clauses (a) through (on) and (q) above, an Amortization Event with respect to the Series 20032009-2 Investor 1 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2009-1 Noteholder or
(ii) any event described in clauses (o) through (w) above, so long as such event is continuing, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 20032009-2 Investor Noteholders1 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2009-1 Notes has occurred as of the date of the notice. An Amortization Event with respect to the Series 2009-1 Notes described in clauses (a) through (l), (n) through (q), (r) (with respect to any agreement, covenant or provision in the Series 2009-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of the Required Noteholders with respect to the Series 2009-1 Notes or which otherwise prohibits HVF from taking any action without the consent of the Series 2009-1 Noteholders holding more than 66 2/3% of the Series 2009-1 Principal Amount), (t), (u), (v) and (w) above may be waived solely with the written consent of Series 2009-1 Noteholders holding 100% of the Series 2009-1 Principal Amount. An Amortization Event with respect to the Series 2009-1 Notes described in clauses (m), (r) (other than with respect to any agreement, covenant or provision in the Series 2009-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of the Required Noteholders with respect to the Series 2009-1 Notes or which otherwise prohibits HVF from taking any action without the consent of the Required Noteholders with respect to the Series 2009-1 Notes) and (s) may be waived in accordance with Section 9.4 of the Base Indenture. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2009-1 Notes described in clause (n) above shall be curable at any time.
Appears in 1 contract
Sources: Third Amended and Restated Series 2009 1 Supplement (Hertz Global Holdings Inc)
Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032005-2 Investor 3 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2005-3 Notes:
(a) HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032005-2 3 Notes when the same becomes due and payable and such default continues for a period of five (5) Business Days;
(b) HVF defaults in the payment of any principal of the Series 2005-3 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;
(c) a Class Enhancement Deficiency shall occur and continue for at least three (3) Business Days;
(d) a Class Liquidity Deficiency shall occur and continue for at least three (3) Business Days;
(e) (i) all principal of and interest on the Class A-1 Notes, the Class B-1 Notes and the Class B-2 Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date, or (ii) all principal of and interest on the Class A-2 Notes, the Class B-3 Notes and the Class B-4 Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date;
(f) the Class A Asset Amount shall be less than the Class A Required Asset Amount for at least three (3) Business Days or the Class B Asset Amount shall be less than the Series 2005-3 Required Asset Amount for at least three (3) Business Days;
(g) the Insured Principal Deficit Amount shall be greater than zero;
(h) the Class A Reserve Account, a Class A Cash Collateral Account, the Class B Reserve Account, a Class B Cash Collateral Account, the Series 2005-3 Excess Collection Account or any HVF Exchange Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
) for at least three (b3) Business Days and either a Class Enhancement Deficiency or a Class Liquidity Deficiency would result from excluding the Series 2003-2 Yield Supplement Account shall have become amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two three (3) Business Days;
(d) a Series 2003-2 Allocated Asset Days from the Class Enhancement Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) or the Three Month Average Charge-Off Ratio with respect Class Liquidity Amount, to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%extent applicable;
(i) the failure on Trustee shall make a demand for payment under the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their termsInsurance Policy;
(j) any Servicer Termination the occurrence of an Event shall occurof Bankruptcy with respect to the Insurer;
(k) any Termination Event shall occurthe Insurer fails to honor a demand for payment made in accordance with the requirements of the Insurance Policy;
(l) an Event of Default (i) with respect to the Three-Year Notes, in the event that One-Month LIBOR exceeds 7.75%, HVF shall fail to obtain, within 30 days of such an occurrence, one or more Series 20032005-2 Investor Notes 3 Interest Rate ▇▇▇▇▇▇ from one or more Eligible Interest Rate Hedge Providers in an aggregate initial notional amount equal to the aggregate Principal Amount of the Three Year Notes, each with a strike rate equal to no more than 8.75% or (ii) with respect to the Five-Year Notes, in the event that One-Month LIBOR exceeds 8.25%, HVF shall occurfail to obtain, within 30 days of such an occurrence, one or more Series 2005-3 Interest Rate ▇▇▇▇▇▇ from one or more Eligible Interest Rate Hedge Provider in an aggregate initial notional amount equal to the aggregate Principal Amount of the Five Year Notes, each with a strike rate equal to no more than 9.25%;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2005-3 Collateral (other than the Initial Hertz Vehicles and the Service Vehicles) or any of VMSthe Lessee, the Issuer HVF or any Affiliate of either thereof shall so assertasserts in writing;
(sn) there the occurrence of a Servicer Event of Default;
(o) HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2005-3 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2005-3 Noteholders or the Insurer and continues to materially and adversely affect the interests of the Series 2005-3 Noteholders or the Insurer for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been filed against Cendant, PHH, VMS, given to HVF by the Origination Trust, SPV Trustee or to HVF and the Issuer (i) a notice of federal tax Lien from Trustee by the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred Required Noteholders with respect to the Series 20032005-2 Investor Notes only, if after the applicable grace period, either 3 Notes; or
(p) any representation made by HVF in the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest any Related Document is false and such false representation materially and adversely affects the interests of the Series 20032005-2 Investor Notes, declare 3 Noteholders or the Insurer and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that an Amortization Event has occurred written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 20032005-2 Investor 3 Notes. In the case of of
(i) any event described in clauses (a) through (om) above, an Amortization Event with respect to the Series 20032005-2 Investor 3 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2005-3 Noteholder or
(ii) any event described in clauses (n) through (p) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 20032005-2 Investor Noteholders3 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2005-3 Notes has occurred as of the date of the notice. Amortization Events with respect to the Series 2005-3 Notes described in clauses (j) and (k) above will not be subject to waiver. An Amortization Event with respect to the Series 2005-3 Notes described in clauses (a) through (i) and clauses (l) through (p) above will be subject to waiver in accordance with Section 9.4 of the Base Indenture. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2005-3 Notes described in clause (m) above shall be curable at any time.
Appears in 1 contract
Sources: Amended and Restated Series Supplement (Hertz Global Holdings Inc)
Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032010-2 Investor 1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2010-1 Notes:
(a) ZVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032010-2 Reserve 1 Notes (other than the payments described in clauses (e) and (f) below) when the same becomes due and payable and such default continues for a period of three (3) Business Days;
(b) a Change of Control shall have occurred;
(c) a Series 2010-1 Enhancement Deficiency shall occur and continue for at least three (3) Business Days;
(d) a Series 2010-1 Liquidity Deficiency shall occur and continue for at least three (3) Business Days;
(e) all principal of and interest on the Series 2010-1 Notes is not paid in full on or before the Series 2010-1 Expected Final Payment Date;
(f) all principal of and interest on the Series 2010-1 Notes is not paid in full on or before the Series 2010-1 Commitment Termination Date;
(g) [reserved];
(h) the Series 2010-1 Asset Amount shall be less than the Series 2010-1 Required Asset Amount for at least three (3) Business Days;
(i) the Principal Deficit Amount shall be greater than zero;
(j) the Collection Account, any Collateral Account, any Series 2010-1 Series Account, the Series 2010-1 Distribution Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) and 30 days shall have elapsed without such Lien having been released or discharged;
(bA) the Series 20032010-2 Yield Supplement 1 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
) for at least three (c3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2010-1 Reserve Account Collateral (or any of the Lessee, ZVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 20032010-2 Liquid Credit 1 Enhancement Deficiency shall occur and continue for at least two Business Days;
would result from excluding the Series 2010-1 Available Reserve Account Amount from the Series 2010-1 Enhancement Amount or (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(fy) the Three Month Average ChargeSeries 2010-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on 1 Adjusted Liquidity Amount, excluding therefrom the Series 20032010-2 Senior Preferred Membership Interests or 1 Available Reserve Account Amount, would be less than the Series 20032010-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur1 Required Liquidity Amount;
(l) an Event from and after the funding of Default with respect to the Series 20032010-2 Investor Notes 1 Cash Collateral Account, (A) the Series 2010-1 Cash Collateral Account shall occurbe subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2010-1 Cash Collateral Account Collateral (or any of the Lessee, ZVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 2010-1 Enhancement Deficiency would result from excluding the Series 2010-1 Available Cash Collateral Account Amount from the Series 2010-1 Enhancement Amount or (y) the Series 2010-1 Adjusted Liquidity Amount, excluding therefrom the Series 2010-1 Available Cash Collateral Account Amount, would be less than the Series 2010-1 Required Liquidity Amount;
(m) there is ZVF shall fail to acquire and maintain in force one or more Series 2010-1 Interest Rate Caps at least $10,000,000 on deposit the times and in the notional amounts required by the terms of Section 3.12 of this Series 2003Supplement or at any time any such Series 2010-2 Principal Collection Subaccount on two consecutive Settlement Dates during 1 Interest Rate Caps shall fail to be enforceable against the Series 2003-2 Revolving Periodapplicable Interest Rate Cap Provider;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-1 Collateral (other than the Series 2010-1 Reserve Account Collateral and the Series 2010-1 Cash Collateral Account Collateral) or any of VMSthe Lessee, the Issuer ZVF or any Affiliate of either so asserts in writing;
(o) ZVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2010-1 Notes, the Indenture, this Series Supplement or any other Related Document (other than any covenants described in clause (s) below) and the failure to so comply materially and adversely affects the interests of the Series 2010-1 Noteholders and continues to materially and adversely affect the interests of the Series 2010-1 Noteholders for a period of thirty (30) days, in the case of either of the foregoing clauses (x) or (y), after the earlier of (i) the date on which ZVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to ZVF by the Trustee or to ZVF and the Trustee by the Administrative Agent or the Required Noteholders with respect to the Series 2010-1 Notes;
(p) any representation made by ZVF in the Indenture, this Series Supplement or any other Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-1 Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which ZVF obtains knowledge thereof or (ii) the date that written notice thereof is given to ZVF by the Trustee or to ZVF and the Trustee by the Administrative Agent or the Required Noteholders with respect to the Series 2010-1 Notes;
(q) the Administrator fails to comply with any of its other agreements or covenants in, or provisions of, any Related Document (other than any covenants described in clause (s) below) or any representation made by the Administrator in any Related Document is false and the failure to so assertcomply or such false representation, as the case may be, materially and adversely affects the interests of the Series 2010-1 Noteholders and continues to materially and adversely affect the interests of the Series 2010-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which the Administrator obtains 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 Administrator by the Trustee or to the Administrator and the Trustee by the Administrative Agent or the Required Noteholders with respect to the Series 2010-1 Notes;
(r) [reserved];
(s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV Administrator or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under ZVF fails to comply with any covenant contained in Section 412(n) 8.02 of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;Series 2010-1 Note Purchase Agreement; or
(t) one or more judgments or decrees a Servicer Event of Default shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee and be continuing for a period of at least thirty (30) days without cure or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Noteswaiver. In the case of of
(i) any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032010-2 Investor 1 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2010-1 Noteholder or
(ii) any event described in clauses (o) through (t) above, either the Trustee may, by written notice to ZVF, or the Required Noteholders, may by written notice to ZVF and the Trustee, declare that an Amortization Event with respect to the Series 20032010-2 Investor Noteholders1 Notes has occurred as of the date of the notice. An Amortization Event with respect to the Series 2010-1 Notes described in clauses (a) through (l), (n), (o) (with respect to any agreement, covenant or provision in the Series 2010-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount or which otherwise prohibits ZVF from taking any action without the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount), (q) and (s) above may be waived solely with the written consent of Series 2010-1 Noteholders holding 100% of the Series 2010-1 Principal Amount in accordance with Section 9.4 of the Base Indenture. An Amortization Event with respect to the Series 2010-1 Notes described in clauses (m), (o) (other than with respect to any agreement, covenant or provision in the Series 2010-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount or which otherwise prohibits ZVF from taking any action without the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount), (p) and (t) may be waived by the Required Noteholders with respect to the Series 2010-1 Notes in accordance with Section 9.4 of the Base Indenture. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2010-1 Notes described in clause (n) above shall be curable at any time.
Appears in 1 contract
Sources: Amended and Restated Series 2010 1 Supplement (Zipcar Inc)
Amortization Events. If any one of the following events shall occur with respect to the Series 20032002-2 1 Investor Notes:
(a) the Series 20032002-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032002-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032002-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032002-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032002-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 20032002-2 1 Senior Preferred Membership Interests or the Series 20032002-2 1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032002-2 1 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 20032002-2 1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20032002-2 1 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032002-2 1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032002-2 1 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032002-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20032002-2 1 Investor Noteholders holding a Majority in Interest of the Series 20032002-2 1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 20032002-2 1 Investor NotesNOTES. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032002-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032002-2 1 Investor Noteholders.
Appears in 1 contract
Amortization Events. If any one of the following events shall occur with respect to the Series 20032001-2 1 Investor Notes:
(a) the Series 20032001-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032001-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032001-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032001-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032001-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00___%;
(g) the Three Month Average Residual Value Loss Ratio with respect to any Settlement Date exceeds ____%;
(h) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50___%;
(hi) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00___%;
(ij) the failure on the part of the Issuer to declare and pay dividends on the Series 20032001-2 1 Senior Preferred Membership Interests or the Series 20032001-2 1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(jk) any Servicer Termination Event shall occur;
(kl) any Termination Event shall occur;
(lm) an Event of Default with respect to the Series 20032001-2 1 Investor Notes shall occur;
(mn) there is at least $10,000,000 on deposit in the Series 20032001-2 1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20032001-2 1 Revolving Period;
(no) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant Avis or VMS;
(op) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(pq) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032001-2 1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(qr) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032001-2 1 Required Investor Noteholders, written notice thereof;
(rs) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(st) there shall have been filed against Cendant, PHHAvis, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(tu) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(uv) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (pq) through (uv) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032001-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20032001-2 1 Investor Noteholders holding a Majority in Interest of the Series 20032001-2 1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 20032001-2 1 Investor Notes. In the case of any event described in clauses (a) through (op) above, an Amortization Event with respect to the Series 20032001-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032001-2 1 Investor Noteholders.
Appears in 1 contract
Amortization Events. If any one of the following events shall occur with respect to the Series 20032002-2 1 Investor Notes:
(a) the Series 20032002-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032002-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032002-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032002-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032002-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 20032002-2 1 Senior Preferred Membership Interests or the Series 20032002-2 1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032002-2 1 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 20032002-2 1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20032002-2 1 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032002-2 1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032002-2 1 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032002-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20032002-2 1 Investor Noteholders holding a Majority in Interest of the Series 20032002-2 1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 20032002-2 1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032002-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032002-2 1 Investor Noteholders.
Appears in 1 contract
Amortization Events. If any one of the following events shall occur with respect to the Series 20032009-2 4 Investor Notes:
(a) the Series 20032009-2 4 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032009-2 4 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032009-2 4 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032009-2 4 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032009-2 4 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032009-2 4 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS;
(n) a Lease Rate Cap Event shall occur and continue for two Business Days;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Purchase Agreement, the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required 4 Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied;
(qp) any representation or warranty made by the Issuer in the Purchase Agreement, the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required 4 Investor NoteholdersNoteholder, written notice thereof;
(rq) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(sr) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(ts) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(ut) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (po) through (ut) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032009-2 4 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 20032009-2 4 Required Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032009-2 4 Investor Notes. In the case of any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032009-2 4 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032009-2 4 Investor Noteholders.
Appears in 1 contract
Sources: Indenture Supplement (PHH Corp)
Amortization Events. If any one or more of the following events shall occur with respect to the Series 2003-2 Investor Notesand be continuing:
(a) the Issuer fails to pay in full the Senior Notes Interest due and payable on the Series 20032008-2 Reserve A Notes on any Payment 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 interest payment when due in accordance with the Priority of Payments, but the payment cannot be made in a timely manner as a result of circumstances beyond the Issuer’s control, the grace period shall have become subject be extended to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)three Business Days;
(b) the Issuer fails to pay in full the principal of the Series 20032008-2 Yield Supplement Account shall have become subject to an injunction, estoppel A Notes on or other stay or a Lien (other than a Permitted Lien)before the Mandatory Redemption Date;
(c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Daysany Event of Default occurs;
(d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business DaysServicer Default occurs;
(e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue the amount on deposit in the Reserve Account is less than the Reserve Required Amount for at least two any three consecutive Business Days;
(f) the Three Four Month Average Charge-Off Ratio with respect to Default Percentage (x) as of any Settlement Qualifying Payment Date exceeds 1.002.0%, and (y) as of any other Payment Date exceeds 1.5%;
(g) the Three Month Rolling Average Paid-In Advance Loss Delinquency Ratio with respect to as calculated for any Settlement Payment Date exceeds 1.505.0%;
(h) on any Payment Date, the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00Gross Excess Spread Percentage for the related Due Period is less than 3.50%;
(i) a Change of Control with respect to a Seller (other than WCF, WVRI or WRDC) occurs without the failure on the part prior satisfaction of the Issuer Rating Agency Condition and the prior written consent of the Required Facility Investors, or a Change of Control with respect to declare the Issuer, the Depositor, WCF, WVRI or WRDC occurs without the prior satisfaction of the Rating Agency Condition and pay dividends on the Series 2003prior written consent of each Funding Agent and each Non-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their termsConduit Committed Purchaser;
(j) if (i) any Servicer Termination Event shall occurWorldMark 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 customary trade payables), (B) 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 the obligations secured by all such Liens) exceed $1,000,000;
(k) any Termination Event shall occur[reserved];
(l) 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 Event amount of Default principal on the Series 2008-A Notes equal to such excess or (ii) to pledge Loans as Collateral with respect Loan Balances in an amount such that the Borrowing Base Amortization Trigger Amount would have been at least equal to the Series 2003-2 Investor Notes shall occurPrincipal Amount on such date;
(m) there is at least $10,000,000 on deposit in an Insolvency Event occurs with respect to any Seller of Series 2008-A Loans or the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving PeriodParent Corporation;
(n) an Insolvency Event Wyndham Worldwide fails to 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 occur with respect cease to SPV, the Origination Trust, Avis, PHH, Cendant or VMSbe in full force and effect;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before Principal Amount shall at any time exceed the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity DateAdjusted Loan Balance;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) Depositor duly to observe or perform in any material respect any covenants or agreements of the Issuer Depositor set forth in any of the Base Indenture or Facility Documents to which the Depositor is a party (other than any failure described in any other clause of this Indenture Supplement, which Section 10.1) and such failure continues unremedied for a period of 45 30 days after there the earlier of the date on which the Depositor has actual knowledge of the failure and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer Depositor by the Indenture Issuer, the Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remediedany Noteholder;
(q) any representation or and warranty made by the Issuer Depositor in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee 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 when delivered, which continues to be incorrect in any material respect for a period of 45 warranty within 30 days after there 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 been given to the Issuer Depositor by the Indenture Issuer, the Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereofany Noteholder;
(r) the Indenture Trustee shall Securitized Pool Three Month Rolling Average Delinquency Percentage exceeds 5.0% for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assertfour consecutive Payment Dates;
(s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor Noteholders.
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Amortization Events. If any one of the following events shall occur with respect to the Series 20032004-2 1 Investor Notes:
(a) the Series 20032004-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032004-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032004-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032004-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032004-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 20032004-2 1 Senior Preferred Membership Interests or the Series 20032004-2 1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032004-2 1 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 20032004-2 1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20032004-2 1 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, AvisAGH, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032004-2 1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032004-2 1 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032004-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20032004-2 1 Investor Noteholders holding a Majority in Interest of the Series 20032004-2 1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 20032004-2 1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032004-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032004-2 1 Investor Noteholders.
Appears in 1 contract
Sources: Indenture Supplement (PHH Corp)
Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032008-2 Investor 1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2008-1 Notes:
(a) HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032008-2 Reserve 1 Notes (other than the payments described in clause (b) below) when the same becomes due and payable and such default continues for a period of three (3) Business Days;
(b) HVF defaults in the payment of any principal of the Series 2008-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;
(c) a Series 2008-1 Enhancement Deficiency shall occur and continue for at least three (3) Business Days;
(d) a Series 2008-1 Liquidity Deficiency shall occur and continue for at least three (3) Business Days;
(e) all principal of and interest on the Series 2008-1 Notes is not paid in full on or before the Expected Final Payment Date;
(f) the Series 2008-1 Asset Amount shall be less than the Series 2008-1 Required Asset Amount for at least three (3) Business Days;
(g) the Principal Deficit Amount shall be greater than zero;
(h) the Collection Account, any Collateral Account, any Series 2008-1 Series Account, the Series 2008-1 Distribution Account or any HVF Exchange Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) and 30 days shall have elapsed without such Lien having been released or discharged;
(bA) the Series 20032008-2 Yield Supplement 1 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
) for at least three (c3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2008-1 Reserve Account Collateral (or any of the Lessee, HVF or any Affiliate of either so assets in writing) and, in each case, either (x) a Series 20032008-2 Liquid Credit 1 Enhancement Deficiency shall occur and continue for at least two Business Days;
would result from excluding the Series 2008-1 Available Reserve Account Amount from the Series 2008-1 Enhancement Amount or (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(fy) the Three Month Average ChargeSeries 2008-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on 1 Adjusted Liquidity Amount, excluding therefrom the Series 20032008-2 Senior Preferred Membership Interests or 1 Available Reserve Account Amount, would be less than the Series 20032008-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms1 Required Liquidity Amount;
(j) from and after the funding of the Series 2008-1 Cash Collateral Account, (A) the Series 2008-1 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2008-1 Cash Collateral Account Collateral (or any Servicer Termination Event shall occurof the Lessee, HVF or any Affiliate of either so assets in writing) and, in each case, either (x) a Series 2008-1 Enhancement Deficiency would result from excluding the Series 2008-1 Available Cash Collateral Account Amount from the Series 2008-1 Enhancement Amount or (y) the Series 2008-1 Adjusted Liquidity Amount, excluding therefrom the Series 2008-1 Available Cash Collateral Account Amount, would be less than the Series 2008-1 Required Liquidity Amount;
(k) any Termination Event a Change of Control shall occurhave occurred;
(l) an Event HVF shall fail to acquire or maintain in force a Series 2008-1 Interest Rate Cap at the times and in the notional amounts required by the terms of Default with respect to the Series 2003-2 Investor Notes shall occurSection 3.12;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2008-1 Collateral (other than the Series 2008-1 Reserve Account Collateral and the Series 2008-1 Cash Collateral Account Collateral) or any of VMSthe Lessee, the Issuer HVF or any Affiliate of either thereof shall so assertasserts in writing;
(sn) there the occurrence of a Servicer Event of Default;
(o) the occurrence of a Servicer Default or an Administrator Default;
(p) an Amortization Event with respect to any Existing Series of Notes shall have occurred (other than an Insurer Related Amortization Event with respect to any such Existing Series of Notes);
(q) HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2008-1 Notes, the Indenture, this Series Supplement or any other Related Document and the failure to so comply materially and adversely affects the interests of the Series 2008-1 Noteholders and continues to materially and adversely affect the interests of the Series 2008-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been filed against Cendant, PHH, VMS, given to HVF by the Origination Trust, SPV Trustee or to HVF and the Issuer (i) a notice of federal tax Lien from Trustee by the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereofAdministrative Agent; or
(ur) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, representation made by HVF in the case of Indenture, this Series Supplement or any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to other Related Document is false and such false representation materially and adversely affects the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest interests of the Series 20032008-2 Investor Notes, declare 1 Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that an Amortization Event has occurred with respect written notice thereof is given to HVF by the Series 2003-2 Investor NotesTrustee or to HVF and the Trustee by the Administrative Agent. In the case of of
(i) any event described in clauses (a) through (om) above, an Amortization Event with respect to the Series 20032008-2 Investor 1 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2008-1 Noteholder or
(ii) any event described in clauses (n) through (r) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 20032008-2 Investor Noteholders1 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2008-1 Notes has occurred as of the date of the notice. An Amortization Event with respect to the Series 2008-1 Notes described in clauses (a) through (k), (m) through (p) and (q) (with respect to any agreement, covenant or provision in the Series 2008-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2008-1 Noteholders holding more than 662/3% of the Series 2008-1 Principal Amount or which otherwise prohibits HVF from taking any action without the consent of Series 2008-1 Noteholders holding more than 662/3 of the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇) above may be waived solely with the written consent of Series 2008-1 Noteholders holding 100% of the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. An Amortization Event with respect to the Series 2008-1 Notes described in clauses (l), (q) (other than with respect to any agreement, covenant or provision in the Series 2008-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2008-1 Noteholders holding more than 662/3% of the Series 2008-1 Principal Amount or which otherwise prohibits HVF from taking any action without the consent of Series 2008-1 Noteholders holding more than 662/3% of the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇) and (r) may be waived in accordance with Section 9.4 of the Base Indenture. In the event of a waiver of any Amortization Event described above, the Trustee shall provide notification thereof to each Rating Agency. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2008-1 Notes described in clause (m) above shall be curable at any time.
Appears in 1 contract
Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032009-2 Investor Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2009-2 Notes:
(a) HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032009-2 Notes (other than the payments described in clauses (b) and (e) below) when the same becomes due and payable and such default continues for a period of five (5) Business Days;
(b) HVF defaults in the payment of any principal of the Series 2009-2 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;
(c) a Class A Enhancement Deficiency shall exist and continue to exist for at least three (3) Business Days;
(d) a Class A Liquidity Deficiency shall exist and continue to exist for at least three (3) Business Days;
(i) all principal of and interest on the Class A-1 Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date or (ii) all principal of and interest on the Class A-2 Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date;
(f) the Class A Asset Amount shall be less than the Class A Required Asset Amount for at least three (3) Business Days;
(g) the Class A Reserve Account, a Class A Cash Collateral Account, the Series 2009-2 Excess Collection Account, or any HVF Exchange Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
) for at least three (b3) Business Days and either a Class A Enhancement Deficiency or a Class A Liquidity Deficiency would result from excluding the Series 2003-2 Yield Supplement Account shall have become amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two three (3) Business Days;
(d) a Series 2003-2 Allocated Asset Days from the Class A Adjusted Enhancement Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) or the Three Month Average Charge-Off Ratio with respect Class A Adjusted Liquidity Amount, to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%extent applicable;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof;
(r) the Indenture Trustee shall for any reason cease to have a valid and perfected first first-priority security interest in the Series 2009-2 Collateral or any of VMSthe Lessee, the Issuer HVF or any Affiliate of either thereof shall so assertasserts in writing;
(si) there the occurrence of a Servicer Event of Default;
(j) HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2009-2 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2009-2 Noteholders and continues to materially and adversely affect the interests of the Series 2009-2 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been filed against Cendant, PHH, VMS, given to HVF by the Origination Trust, SPV Trustee or to HVF and the Issuer (i) a notice of federal tax Lien from Trustee by the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred Required Noteholders with respect to the Series 20032009-2 Investor Notes only, if after the applicable grace period, either Notes; or
(k) any representation made by HVF in the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest any Related Document is false and such false representation materially and adversely affects the interests of the Series 20032009-2 Investor Notes, declare Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that an Amortization Event has occurred written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 20032009-2 Investor Notes. In the case of of
(i) any event described in clauses (a) through (oh) above, an Amortization Event with respect to the Series 20032009-2 Investor Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2009-2 Noteholder or
(ii) any event described in clauses (i) through (k) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 20032009-2 Investor NoteholdersNotes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2009-2 Notes has occurred as of the date of the notice. Subject to Section 12.2 of the Base Indenture, (A) the Class A Noteholders owning an aggregate Principal Amount of Class A Notes in excess of 66-2/3% of the Class A Principal Amount, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2009-2 Notes described in clauses (a) through (h) above and (B) the Required Noteholders with respect to the Series 2009-2 Notes, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2009-2 Notes described in clauses (i) through (k) above. Upon any such waiver, such Potential Amortization Event shall cease to exist with respect to the Series 2009-2 Notes, and any Amortization Event with respect to the Series 2009-2 Notes arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Potential Amortization Event or impair any right consequent thereon. The Trustee shall provide notice to each Rating Agency then-rating the Series 2009-2 Notes of any waiver by the Series 2009-2 Notes pursuant to this provision. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2009-2 Notes described in clause (h) above shall be curable at any time.
Appears in 1 contract
Amortization Events. If any one of the following events shall occur with respect to the Series 20031999-2 Investor Notes:
(a) the Series 20031999-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20031999-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20031999-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20031999-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20031999-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.000.75%;
(g) the Three Month Average Residual Value Loss Ratio with respect to any Settlement Date exceeds 12.50%;
(h) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(hi) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.006.0%;
(ij) the failure on the part of the Issuer to declare and pay dividends on the Series 20031999-2 Senior Preferred Membership Interests or the Series 20031999-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(jk) any Servicer Termination Event shall occur;
(kl) any Termination Event shall occur;
(lm) an Event of Default with respect to the Series 20031999-2 Investor Notes shall occur;
(mn) there is at least $10,000,000 on deposit in the Series 20031999-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20031999-2 Revolving Period;
(no) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant ARAC or VMS;
(op) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(pq) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20031999-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;
(qr) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20031999-2 Required Investor Noteholders, written notice thereof;
(rs) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(st) there shall have been filed against Cendant, PHHARAC, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(tu) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(uv) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (pq) through (uv) above, an Amortization Event will be deemed to have occurred with respect to the Series 20031999-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20031999-2 Investor Noteholders holding a Majority in Interest of the Series 20031999-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 20031999-2 Investor NotesNOTES. In the case of any event described in clauses (a) through (op) above, an Amortization Event with respect to the Series 20031999-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20031999-2 Investor Noteholders.
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Amortization Events. If any one of the following events shall occur with respect to the Series 20032009-2 3 Investor Notes:
(a) the Series 20032009-2 3 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032009-2 3 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032009-2 3 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032009-2 3 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032009-2 3 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032009-2 3 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS;
(n) a Lease Rate Cap Event shall occur and continue for two Business Days;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required 3 Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied;
(qp) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required 3 Investor NoteholdersNoteholder, written notice thereof;
(rq) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(sr) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(ts) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(ut) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (po) through (ut) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032009-2 3 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 20032009-2 3 Required Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032009-2 3 Investor Notes. In the case of any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032009-2 3 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032009-2 3 Investor Noteholders.
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Sources: Indenture Supplement (PHH Corp)
Amortization Events. If any one of the following events shall occur with respect to the Series 20032009-2 Investor Notes:
(a) the Series 20032009-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 20032009-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 20032009-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 20032009-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 20032009-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 20032009-2 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS;
(n) a Lease Rate Cap Event shall occur and continue for two Business Days;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied;
(qp) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required Investor NoteholdersNoteholder, written notice thereof;
(rq) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;
(sr) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) 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 the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(ts) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(ut) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (po) through (ut) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032009-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or the Series 20032009-2 Required Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032009-2 Investor Notes. In the case of any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032009-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032009-2 Investor Noteholders.
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Sources: Indenture Supplement (PHH Corp)