E E M E N T. 1. The Joining Party hereby represents and warrants to and in favor of French FleetCo and the French Security Trustee that (i) the Joining Party is an Affiliate of French OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 (Additional Lessees) of the Lease in respect of the Joining Party becoming a Lessee thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 (Certain Representations and Warranties) of the Lease with respect to the Lessees are true and correct as applied to the Joining Party as of the date hereof. 2. From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee under the Lease and agrees to be bound by all of the terms, covenants and conditions therein. 3. By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Lease. By its execution and delivery of this Joinder, French FleetCo and the French Security Trustee each acknowledges that the Joining Party is a Lessee for all purposes under the Lease. The Joining Party has caused this Joinder to be duly executed as of the day and year first above written. [Name of Joining Party] By: _________________________________ Name: ___________________________ Title: ____________________________ Address: ____________________________ Attention: ___________________________ Telephone: __________________________ Facsimile: ___________________________ Accepted and Acknowledged by: By: ________________________________ Name: __________________________ Title: ___________________________ as French Security Trustee By: ________________________________ Name: __________________________ Title: ___________________________ [French FleetCo, as Lessor] [Hertz France SAS, as Servicer] Ladies and Gentlemen: Reference is hereby made to the French Master Lease and Servicing Agreement, dated as of [●], 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “French Master Lease”), among French FleetCo, as Lessor, Hertz France SAS (“French OpCo”), as a Lessee and as Servicer, those affiliates of Hertz from time to time becoming Lessees thereunder (together with French OpCo, the “Lessees”) and BNP Paribas Trust Corporation UK Limited as French Security Trustee and Issuer Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the French Master Lease. Pursuant to Clause 26 (Lessee Termination and Resignation) of the French Master Lease, [_] (the “Resigning Lessee”) provides French FleetCo, as Lessor, and French OpCo, as Servicer, irrevocable, written notice that such Resigning ▇▇▇▇▇▇ desires to resign as “Lessee” under the French Master ▇▇▇▇▇. Nothing herein shall be construed to be an amendment or waiver of any requirements of the French Master Lease. [Name of Resigning Lessee] By: _________________________________ Name: _________________________________ Title: _________________________________ The Insurer undertakes to each Insured that this Policy will not be invalidated as regards the rights and interests of each such Insured and that the Insurer will not seek to avoid or deny any liability under this Policy because of any act or omission of any other Insured which has the effect of making this Policy void or voidable and/or entitles the Insurer to refuse indemnity in whole or in any material part in respect of any claims under this Policy as against such other Insured. For the purposes of this clause only “Insured” shall not include any “Authorised Driver”.
Appears in 2 contracts
Sources: French Master Lease and Servicing Agreement (Hertz Corp), French Master Lease and Servicing Agreement (Hertz Corp)
E E M E N T. 1. The parties to this Joinder agree that the Joining Party shall accede (Vertragsbeitritt) to the Lease as of the Joinder Date.
2. The Joining Party hereby represents and warrants to and in favor of French German FleetCo and the French German Security Trustee that (i) the Joining Party is an Affiliate of French German OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 (Additional Lessees) of the Lease in respect of the Joining Party becoming a Lessee thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 (Certain Representations and Warranties) of the Lease with respect to the Lessees are true and correct as applied to the Joining Party as of the date hereof.
23. From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee under the Lease and agrees to be bound by all of the terms, covenants and conditions therein.
34. By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Lease. By its execution and delivery of this Joinder, French German FleetCo and the French German Security Trustee each acknowledges that the Joining Party is a Lessee for all purposes under the Lease.
5. The Joining Party has caused parties agree that the courts of Frankfurt am Main have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Joinder and therefore irrevocably submit to be duly executed as the jurisdiction of those courts. The parties agree that the day courts of Frankfurt am Main are an appropriate and year first above writtenconvenient forum to settle Disputes between them and, accordingly, the parties will not argue to the contrary.
6. This Joinder is governed by German law. Any non-contractual obligations arising out of or in connection with this Joinder are governed by German law. [Name of Joining Party] By: _________________________________ Name: ___________________________ Title: ____________________________ Address: ____________________________ Attention: ___________________________ Telephone: ___________________________ Facsimile: ___________________________ Accepted and Acknowledged by: By: ___________________________ Name: ___________________________ Title: ___________________________ By: ___________________________ Name: ___________________________ Title: ___________________________ as French German Security Trustee By: ________________________________ Name: ___________________________ Title: ___________________________ [French German FleetCo, as Lessor] [Hertz France SASAutovermietung GmbH, as Servicer] Ladies and Gentlemen: Reference is hereby made to the French German Master Lease and Servicing Agreement, dated as of [●]25 September, 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “French German Master Lease”), among French German FleetCo, as Lessor, Hertz France SAS Autovermietung GmbH (“French German OpCo”), as a Lessee and as Servicer, those affiliates of Hertz from time to time becoming acceding as Lessees thereunder (together with French German OpCo, the “Lessees”) and BNP Paribas Trust Corporation UK Limited as French Security Trustee and Issuer German Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the French German Master Lease. Pursuant to Clause 26 (Lessee Termination and Resignation) of the French German Master Lease, [_] (the “Resigning Lessee”) provides French German FleetCo, as Lessor, and French German OpCo, as Lessee and Servicer, and the other parties to the German Master ▇▇▇▇▇, irrevocable, written notice that such Resigning ▇▇▇▇▇▇ Lessee desires to resign as “Lessee” under the French German Master ▇▇▇▇▇, as of [date]. Nothing herein shall be construed to be an amendment or waiver of any requirements of the French German Master Lease. [Name of Resigning Lessee] By: _________________________________ Name: _________________________________ Title: _________________________________ The Insurer undertakes to each Insured that this Policy will not be invalidated as regards the rights and interests of each such Insured and that the Insurer will not seek to avoid or deny any liability under this Policy because of any act or omission of any other Insured which has the effect of making this Policy void or voidable and/or entitles the Insurer to refuse indemnity in whole or in any material part in respect of any claims under this Policy as against such other Insured. For the purposes of this clause only “Insured” shall not include any “Authorised Driver”.
Appears in 2 contracts
Sources: German Master Lease and Servicing Agreement (Hertz Corp), German Master Lease and Servicing Agreement (Hertz Corp)
E E M E N T. 1. The parties to this Joinder agree that the Joining Party shall accede to the Instalment Sale Agreement as of the Joinder Date.
2. The Joining Party hereby represents and warrants to and in favor of French Dutch B FleetCo and the French Belgian Security Trustee that (i) the Joining Party is an Affiliate of French Belgian OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 (Additional LesseesInstalment Purchasers) of the Lease Instalment Sale Agreement in respect of the Joining Party becoming a Lessee an Instalment Purchaser and an Instalment Sale Administrator thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 (Certain Representations and Warranties) of the Lease Instalment Sale Agreement with respect to the Lessees Instalment Purchasers and the Instalment Sale Administrators are true and correct as applied to the Joining Party as of the date hereof.
23. From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee an Instalment Purchaser and an Instalment Sale Administrator under the Lease Instalment Sale Agreement and agrees to be bound by all of the terms, covenants and conditions therein.
34. By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee an Instalment Purchaser and an Instalment Sale Administrator for all purposes under the LeaseInstalment Sale Agreement. By its execution and delivery of this Joinder, French Dutch B FleetCo and the French Belgian Security Trustee each acknowledges that the Joining Party is a Lessee an Instalment Purchaser and an Instalment Sale Administrator for all purposes under the LeaseInstalment Sale Agreement.
5. The Joining Party has caused parties agree that the courts of Brussels have exclusive jurisdiction to settle any Dispute arising out of or in connection with this ▇▇▇▇▇▇▇ and therefore irrevocably submit to the jurisdiction of those courts.
6. This Joinder is governed by Belgian law. Any non-contractual obligations arising out of or in connection with this Joinder to be duly executed as of the day and year first above writtenare governed by Belgian law. [Name of Joining Party] By: _________________________________ Name: ___________________________ Title: ____________________________ Address: ____________________________ Attention: ___________________________ Telephone: ___________________________ Facsimile: ___________________________ Accepted and Acknowledged by: By: ___________________________ Name: ___________________________ Title: ___________________________ By: ___________________________ Name: ___________________________ Title: ___________________________ as French Belgian Security Trustee By: ________________________________ Name: ___________________________ Title: ___________________________ [French Dutch B FleetCo, as LessorInstalment Seller] [Hertz France SAS[●], as ServicerInstalment Sale Administrator] Ladies and Gentlemen: Reference is hereby made to the French Belgian Master Lease Instalment Sale and Servicing Administration Agreement, dated as of [●], 2018 ] 2024 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “French Belgian Master LeaseInstalment Sale and Administration Agreement”), among French Dutch B FleetCo, as LessorInstalment Seller, Hertz France SAS [●] (“French Belgian OpCo”), as a Lessee an Instalment Purchaser and as ServicerInstalment Sale Administrator, those affiliates of Hertz from time to time becoming Lessees acceding as Instalment Purchasers thereunder (together with French Belgian OpCo, the “LesseesInstalment Purchasers”) and BNP Paribas Trust Corporation UK Limited as French Security Trustee and Issuer Belgian Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the French Belgian Master LeaseInstalment Sale and Administration Agreement. Pursuant to Clause 26 (Lessee Instalment Purchaser Termination and Resignation) of the French Belgian Master LeaseInstalment Sale and Administration Agreement, [_] (the “Resigning LesseeInstalment Purchaser”) provides French Dutch B FleetCo, as LessorInstalment Seller, and French Belgian OpCo, as ServicerInstalment Purchaser and Instalment Sale Administrator, and the other parties to the Belgian Master Instalment and Administration Sale Agreement, irrevocable, written notice that such Resigning ▇▇▇▇▇▇ Instalment Purchaser desires to resign as “LesseeInstalment Purchaser” under the French Belgian Master ▇▇▇▇▇Instalment Sale and Administration Agreement, as of [date]. Nothing herein shall be construed to be an amendment or waiver of any requirements of the French Belgian Master LeaseInstalment Sale and Administration Agreement. [Name of Resigning LesseeInstalment Purchaser] By: _________________________________ Name: _________________________________ Title: _________________________________ The Insurer undertakes to each Insured that this Policy will not be invalidated as regards the rights and interests of each such Insured and that the Insurer will not seek to avoid or deny any liability under this Policy because of any act or omission of any other Insured which has the effect of making this Policy void or voidable and/or entitles the Insurer to refuse indemnity in whole or in any material part in respect of any claims under this Policy as against such other Insured. For the purposes of this clause only “Insured” shall not include any “Authorised Driver”._
Appears in 2 contracts
Sources: Belgian Master Instalment Sale and Administration Agreement (Hertz Corp), Belgian Master Instalment Sale and Administration Agreement (Hertz Corp)
E E M E N T. 1. The Joining Party hereby represents and warrants to and in favor of French FleetCo and the French Security Trustee that (i) the Joining Party is an Affiliate of French OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 (Additional Lessees) of the Lease in respect of the Joining Party becoming a Lessee thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 (Certain Representations and Warranties) of the Lease with respect to the Lessees are true and correct as applied to the Joining Party as of the date hereof.
2. From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee under the Lease and agrees to be bound by all of the terms, covenants and conditions therein.
3. By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Lease. By its execution and delivery of this Joinder, French FleetCo and the French Security Trustee each acknowledges that the Joining Party is a Lessee for all purposes under the Lease. WEIL:\96789894\1\52396.0010 The Joining Party has caused this Joinder to be duly executed as of the day and year first above written. [Name of Joining Party] By: _________________________________ Name: ___________________________ Title: ____________________________ Address: ____________________________ Attention: ___________________________ Telephone: __________________________ Facsimile: ___________________________ Accepted and Acknowledged by: By: ________________________________ Name: __________________________ Title: ___________________________ as French Security Trustee By: ________________________________ Name: __________________________ Title: ___________________________ [French FleetCo, as Lessor] [Hertz France SAS, as Servicer] Ladies and Gentlemen: Reference is hereby made to the French Master Lease and Servicing Agreement, dated as of [●], 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “French Master Lease”), among French FleetCo, as Lessor, Hertz France SAS (“French OpCo”), as a Lessee and as Servicer, those affiliates of Hertz from time to time becoming Lessees thereunder (together with French OpCo, the “Lessees”) and BNP Paribas Trust Corporation UK Limited as French Security Trustee and Issuer Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the French Master Lease. Pursuant to Clause 26 (Lessee Termination and Resignation) of the French Master Lease, [_] (the “Resigning Lessee”) provides French FleetCo, as Lessor, and French OpCo, as Servicer, irrevocable, written notice that such Resigning ▇▇▇▇▇▇ desires to resign as “Lessee” under the French Master ▇▇▇▇▇. Nothing herein shall be construed to be an amendment or waiver of any requirements of the French Master Lease. [Name of Resigning Lessee] By: _________________________________ Name: _________________________________ Title: _________________________________ The Insurer undertakes to each Insured that this Policy will not be invalidated as regards the rights and interests of each such Insured and that the Insurer will not seek to avoid or deny any liability under this Policy because of any act or omission of any other Insured which has the effect of making this Policy void or voidable and/or entitles the Insurer to refuse indemnity in whole or in any material part in respect of any claims under this Policy as against such other Insured. For the purposes of this clause only “Insured” shall not include any “Authorised Driver”.
Appears in 1 contract
E E M E N T. 1. The Joining Party hereby represents and warrants to and in favor of French FleetCo and the French Security Trustee that (i) the Joining Party is an Affiliate of French OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 (Additional Lessees) of the Lease in respect of the Joining Party becoming a Lessee thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 (Certain Representations and Warranties) of the Lease with respect to the Lessees are true and correct as applied to the Joining Party as of the date hereof.
2. From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee under the Lease and agrees to be bound by all of the terms, covenants and conditions therein.
3. By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Lease. By its execution and delivery of this Joinder, French FleetCo and the French Security Trustee each acknowledges that the Joining Party is a Lessee for all purposes under the Lease. The Joining Party has caused this Joinder to be duly executed as of the day and year first above written. [Name of Joining Party] By: _________________________________ Name: ___________________________ Title: ____________________________ Address: ____________________________ Attention: ___________________________ Telephone: __________________________ Facsimile: ___________________________ Accepted and Acknowledged by: By: ________________________________ Name: __________________________ Title: ___________________________ as French Security Trustee By: ________________________________ Name: __________________________ Title: ___________________________ [French FleetCo, as Lessor] [Hertz France SAS, as Servicer] Ladies and Gentlemen: Reference is hereby made to the French Master Lease and Servicing Agreement, dated as of [●], 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “French Master Lease”), among French FleetCo, as Lessor, Hertz France SAS (“French OpCo”), as a Lessee and as Servicer, those affiliates of Hertz from time to time becoming Lessees thereunder (together with French OpCo, the “Lessees”) and BNP Paribas Trust Corporation UK Limited as French Security Trustee and Issuer Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the French Master Lease. Pursuant to Clause 26 (Lessee Termination and Resignation) of the French Master Lease, [_] (the “Resigning Lessee”) provides French FleetCo, as Lessor, and French OpCo, as Servicer, irrevocable, written notice that such Resigning ▇▇▇▇▇▇ Lessee desires to resign as “Lessee” under the French Master ▇▇▇▇▇Lease. Nothing herein shall be construed to be an amendment or waiver of any requirements of the French Master Lease. [Name of Resigning Lessee] By: _________________________________ Name: _________________________________ Title: _________________________________ The Insurer undertakes to each Insured that this Policy will not be invalidated as regards the rights and interests of each such Insured and that the Insurer will not seek to avoid or deny any liability under this Policy because of any act or omission of any other Insured which has the effect of making this Policy void or voidable and/or entitles the Insurer to refuse indemnity in whole or in any material part in respect of any claims under this Policy as against such other Insured. For the purposes of this clause only “Insured” shall not include any “Authorised Driver”.
Appears in 1 contract
Sources: French Master Lease and Servicing Agreement (Hertz Corp)
E E M E N T. 1. The parties to this Joinder agree that the Joining Party shall accede (Vertragsbeitritt) to the Lease as of the Joinder Date.
2. The Joining Party hereby represents and warrants to and in favor of French German FleetCo and the French German Security Trustee that (i) the Joining Party is an Affiliate of French German OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 (Additional Lessees) of the Lease in respect of the Joining Party becoming a Lessee thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 (Certain Representations and Warranties) of the Lease with respect to the Lessees are true and correct as applied to the Joining Party as of the date hereof.
23. From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee under the Lease and agrees to be bound by all of the terms, covenants and conditions therein.
34. By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Lease. By its execution and delivery of this Joinder, French German FleetCo and the French German Security Trustee each acknowledges that the Joining Party is a Lessee for all purposes under the Lease.
5. The Joining Party has caused parties agree that the courts of Frankfurt am Main have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Joinder and therefore irrevocably submit to be duly executed as the jurisdiction of those courts. The parties agree that the day courts of Frankfurt am Main are an appropriate and year first above writtenconvenient forum to settle Disputes between them and, accordingly, the parties will not argue to the contrary.
6. This Joinder is governed by German law. Any non-contractual obligations arising out of or in connection with this Joinder are governed by German law. A36887653 WEIL: [Name of Joining Party] By: _________________________________ Name: ___________________________ Title: ____________________________ Address: ____________________________ Attention: ___________________________ Telephone: ___________________________ Facsimile: ___________________________ Accepted and Acknowledged by: By: ________________________________ Name: ___________________________ Title: ___________________________ as French Security Trustee By: ________________________________ Name: ___________________________ Title: ___________________________ A36887653 WEIL: as German Security Trustee By: ___________________________ Name: ___________________________ Title: ___________________________ A36887653 WEIL: [French German FleetCo, as Lessor] [Hertz France SASAutovermietung GmbH, as Servicer] Ladies and Gentlemen: Reference is hereby made to the French German Master Lease and Servicing Agreement, dated as of [●]25 September, 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “French German Master Lease”), among French German FleetCo, as Lessor, Hertz France SAS Autovermietung GmbH (“French German OpCo”), as a Lessee and as Servicer, those affiliates of Hertz from time to time becoming acceding as Lessees thereunder (together with French German OpCo, the “Lessees”) and BNP Paribas Trust Corporation UK Limited as French Security Trustee and Issuer German Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the French German Master Lease. Pursuant to Clause 26 (Lessee Termination and Resignation) of the French German Master Lease, [_] (the “Resigning Lessee”) provides French German FleetCo, as Lessor, and French German OpCo, as Lessee and Servicer, and the other parties to the German Master Lease, irrevocable, written notice that such Resigning ▇▇▇▇▇▇ Lessee desires to resign as “Lessee” under the French German Master ▇▇▇▇▇Lease, as of [date]. Nothing herein shall be construed to be an amendment or waiver of any requirements of the French German Master Lease. [Name of Resigning Lessee] By: _________________________________ Name: _________________________________ Title: _________________________________ A36887653 WEIL: The Insurer undertakes to each Insured that this Policy will not be invalidated as regards the rights and interests of each such Insured and that the Insurer will not seek to avoid or deny any liability under this Policy because of any act or omission of any other Insured which has the effect of making this Policy void or voidable and/or entitles the Insurer to refuse indemnity in whole or in any material part in respect of any claims under this Policy as against such other Insured. For the purposes of this clause only “Insured” shall not include any “Authorised Driver”.
Appears in 1 contract
Sources: German Master Lease and Servicing Agreement (Hertz Corp)
E E M E N T. 1. The Joining Party hereby represents and warrants to and in favor of French FleetCo and the French Security Trustee that (i) the Joining Party is an Affiliate of French OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 (Additional Lessees) of the Lease in respect of the Joining Party becoming a Lessee thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 (Certain Representations and Warranties) of the Lease with respect to the Lessees are true and correct as applied to the Joining Party as of the date hereof.
2. From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee under the Lease and agrees to be bound by all of the terms, covenants and conditions therein.
3. By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Lease. By its execution and delivery of this Joinder, French FleetCo and the French Security Trustee each acknowledges that the Joining Party is a Lessee for all purposes under the Lease. WEIL:\96789894\1\52396.0010 The Joining Party has caused this Joinder to be duly executed as of the day and year first above written. [Name of Joining Party] By: _________________________________ Name: ___________________________ Title: ____________________________ Address: ____________________________ Attention: ___________________________ Telephone: __________________________ Facsimile: ___________________________ Accepted and Acknowledged by: By: ________________________________ Name: __________________________ Title: ___________________________ as French Security Trustee By: ________________________________ Name: __________________________ Title: ___________________________ WEIL:\96789894\1\52396.0010 [French FleetCo, as Lessor] [Hertz France SAS, as Servicer] Ladies and Gentlemen: Reference is hereby made to the French Master Lease and Servicing Agreement, dated as of [●], 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “French Master Lease”), among French FleetCo, as Lessor, Hertz France SAS (“French OpCo”), as a Lessee and as Servicer, those affiliates of Hertz from time to time becoming Lessees thereunder (together with French OpCo, the “Lessees”) and BNP Paribas Trust Corporation UK Limited as French Security Trustee and Issuer Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the French Master Lease. Pursuant to Clause 26 (Lessee Termination and Resignation) of the French Master Lease, [_] (the “Resigning Lessee”) provides French FleetCo, as Lessor, and French OpCo, as Servicer, irrevocable, written notice that such Resigning ▇▇▇▇▇▇ Lessee desires to resign as “Lessee” under the French Master ▇▇▇▇▇Lease. Nothing herein shall be construed to be an amendment or waiver of any requirements of the French Master Lease. [Name of Resigning Lessee] By: _________________________________ Name: _________________________________ Title: _________________________________ WEIL:\96789894\1\52396.0010 The Insurer undertakes to each Insured that this Policy will not be invalidated as regards the rights and interests of each such Insured and that the Insurer will not seek to avoid or deny any liability under this Policy because of any act or omission of any other Insured which has the effect of making this Policy void or voidable and/or entitles the Insurer to refuse indemnity in whole or in any material part in respect of any claims under this Policy as against such other Insured. For the purposes of this clause only “Insured” shall not include any “Authorised Driver”.
Appears in 1 contract
Sources: French Master Lease and Servicing Agreement (Hertz Corp)
E E M E N T. 1. The parties to this Joinder agree that the Joining Party shall accede to the Instalment Sale Agreement as of the Joinder Date.
2. The Joining Party hereby represents and warrants to and in favor of French Dutch B FleetCo and the French Belgian Security Trustee that (i) the Joining Party is an Affiliate of French Belgian OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 (Additional LesseesInstalment Purchasers) of the Lease Instalment Sale Agreement in respect of the Joining Party becoming a Lessee an Instalment Purchaser and an Instalment Sale Administrator thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 (Certain Representations and Warranties) of the Lease Instalment Sale Agreement with respect to the Lessees Instalment Purchasers and the Instalment Sale Administrators are true and correct as applied to the Joining Party as of the date hereof.
23. From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee an Instalment Purchaser and an Instalment Sale Administrator under the Lease Instalment Sale Agreement and agrees to be bound by all of the terms, covenants and conditions therein.. - 92 -
34. By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee an Instalment Purchaser and an Instalment Sale Administrator for all purposes under the LeaseInstalment Sale Agreement. By its execution and delivery of this Joinder, French Dutch B FleetCo and the French Belgian Security Trustee each acknowledges that the Joining Party is a Lessee an Instalment Purchaser and an Instalment Sale Administrator for all purposes under the LeaseInstalment Sale Agreement.
5. The Joining Party has caused parties agree that the courts of Brussels have exclusive jurisdiction to settle any Dispute arising out of or in connection with this ▇▇▇▇▇▇▇ and therefore irrevocably submit to the jurisdiction of those courts.
6. This Joinder is governed by Belgian law. Any non-contractual obligations arising out of or in connection with this Joinder to be duly executed as of the day and year first above writtenare governed by Belgian law. [Name of Joining Party] By: _________________________________ Name: ___________________________ Title: ____________________________ Address: ____________________________ Attention: ___________________________ Telephone: ___________________________ Facsimile: ___________________________ Accepted and Acknowledged by: By: ________________________________ Name: ___________________________ Title: ___________________________ By: ___________________________ Name: ___________________________ as French Belgian Security Trustee By: ________________________________ Name: ___________________________ Title: ___________________________ [French OTHER INSTALMENT PURCHASERS] - 95 - [Dutch B FleetCo, as LessorInstalment Seller] [Hertz France SAS[●], as ServicerInstalment Sale Administrator] Ladies and Gentlemen: Reference is hereby made to the French Belgian Master Lease Instalment Sale and Servicing Administration Agreement, originally dated as of [●], 2018 26 June 2024 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “French Belgian Master LeaseInstalment Sale and Administration Agreement”), among French Dutch B FleetCo, as LessorInstalment Seller, Hertz France SAS [●] (“French Belgian OpCo”), as a Lessee an Instalment Purchaser and as ServicerInstalment Sale Administrator, those affiliates of Hertz from time to time becoming Lessees acceding as Instalment Purchasers thereunder (together with French Belgian OpCo, the “LesseesInstalment Purchasers”) and BNP Paribas Trust Corporation UK Limited as French Security Trustee and Issuer Belgian Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the French Belgian Master LeaseInstalment Sale and Administration Agreement. Pursuant to Clause 26 (Lessee Instalment Purchaser Termination and Resignation) of the French Belgian Master LeaseInstalment Sale and Administration Agreement, [_] (the “Resigning LesseeInstalment Purchaser”) provides French Dutch B FleetCo, as LessorInstalment Seller, and French Belgian OpCo, as ServicerInstalment Purchaser and Instalment Sale Administrator, and the other parties to the Belgian Master Instalment and Administration Sale Agreement, irrevocable, written notice that such Resigning ▇▇▇▇▇▇ Instalment Purchaser desires to resign as “LesseeInstalment Purchaser” under the French Belgian Master ▇▇▇▇▇Instalment Sale and Administration Agreement, as of [date]. Nothing herein shall be construed to be an amendment or waiver of any requirements of the French Belgian Master LeaseInstalment Sale and Administration Agreement. [Name of Resigning LesseeInstalment Purchaser] By: _________________________________ Name: _________________________________ Title: _________________________________ The Insurer undertakes to each Insured that this Policy will not be invalidated as regards the rights and interests of each such Insured and that the Insurer will not seek to avoid or deny any liability under this Policy because of any act or omission of any other Insured which has the effect of making this Policy void or voidable and/or entitles the Insurer to refuse indemnity in whole or in any material part in respect of any claims under this Policy as against such other Insured. For the purposes of this clause only “Insured” shall not include any “Authorised Driver”.- 96 -
Appears in 1 contract
Sources: Belgian Master Instalment Sale and Administration Agreement (Hertz Corp)
E E M E N T. 1. The parties to this Joinder agree that the Joining Party shall accede (Vertragsbeitritt) to the Lease as of the Joinder Date.
2. The Joining Party hereby represents and warrants to and in favor of French German FleetCo and the French German Security Trustee that (i) the Joining Party is an Affiliate of French German OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 (Additional Lessees) of the Lease in respect of the Joining Party becoming a Lessee thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 (Certain Representations and Warranties) of the Lease with respect to the Lessees are true and correct as applied to the Joining Party as of the date hereof.
23. From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee under the Lease and agrees to be bound by all of the terms, covenants and conditions therein.
34. By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Lease. By its execution and delivery of this Joinder, French German FleetCo and the French German Security Trustee each acknowledges that the Joining Party is a Lessee for all purposes under the Lease.
5. The Joining Party has caused parties agree that the courts of Frankfurt am Main have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Joinder and therefore irrevocably submit to be duly executed as the jurisdiction of those courts. The parties agree that the day courts of Frankfurt am Main are an appropriate and year first above writtenconvenient forum to settle Disputes between them and, accordingly, the parties will not argue to the contrary.
6. This Joinder is governed by German law. Any non-contractual obligations arising out of or in connection with this Joinder are governed by German law. [Name of Joining Party] By: _________________________________ Name: ___________________________ Title: ____________________________ Address: ____________________________ Attention: ___________________________ Telephone: ___________________________ Facsimile: ___________________________ Accepted and Acknowledged by: By: ___________________________ Name: ___________________________ Title: ___________________________ By: ___________________________ Name: ___________________________ Title: ___________________________ as French German Security Trustee By: ________________________________ Name: ___________________________ Title: ___________________________ [French German FleetCo, as Lessor] [Hertz France SASAutovermietung GmbH, as Servicer] Ladies and Gentlemen: Reference is hereby made to the French German Master Lease and Servicing Agreement, dated as of [●]25 September, 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “French German Master Lease”), among French German FleetCo, as Lessor, Hertz France SAS Autovermietung GmbH (“French German OpCo”), as a Lessee and as Servicer, those affiliates of Hertz from time to time becoming acceding as Lessees thereunder (together with French German OpCo, the “Lessees”) and BNP Paribas Trust Corporation UK Limited as French Security Trustee and Issuer German Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the French German Master Lease. Pursuant to Clause 26 (Lessee Termination and Resignation) of the French German Master Lease, [_] (the “Resigning Lessee”) provides French German FleetCo, as Lessor, and French German OpCo, as Lessee and Servicer, and the other parties to the German Master Lease, irrevocable, written notice that such Resigning ▇▇▇▇▇▇ Lessee desires to resign as “Lessee” under the French German Master ▇▇▇▇▇Lease, as of [date]. Nothing herein shall be construed to be an amendment or waiver of any requirements of the French German Master Lease. [Name of Resigning Lessee] By: _________________________________ Name: _________________________________ Title: _________________________________ The Insurer undertakes to each Insured that this Policy will not be invalidated as regards the rights and interests of each such Insured and that the Insurer will not seek to avoid or deny any liability under this Policy because of any act or omission of any other Insured which has the effect of making this Policy void or voidable and/or entitles the Insurer to refuse indemnity in whole or in any material part in respect of any claims under this Policy as against such other Insured. For the purposes of this clause only “Insured” shall not include any “Authorised Driver”.
Appears in 1 contract
E E M E N T. 1. The Joining Party hereby represents and warrants to and in favor of French FleetCo and the French Security Trustee each Transferor that (i) the Joining Party is an Affiliate of French OpCoHertz, (ii) all of the conditions required to be satisfied pursuant to Clause 12 (Additional Lessees) Section 6.01 of the Lease MPSA in respect of the Joining Party becoming a Lessee Transferor thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 (Certain Representations and Warranties) Section 4.01 of the Lease with respect to the Lessees MPSA are true and correct as applied to the Joining Party as of the date hereof.
2. From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee “Transferor” under the Lease MPSA and agrees to be bound by all of the terms, covenants and conditions therein.
3. With respect to the Joining Party and each Individual Transaction with respect to which it is a Buyer, the following conditions shall constitute “Transferor-Specific Conditions” applicable to the Joining Party: [_]
4. With respect to the Joining Party and each Individual Transaction with respect to which it is a Seller, the following conditions shall constitute “Transferor-Specific Conditions” applicable to the Joining Party: [_]
5. [The parties hereto agree that the Joining Party shall be a FleetCo SPV for all purposes under the MPSA.]
6. By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee Transferor for all purposes under the LeaseMPSA. By its execution and delivery of this Joinder, French FleetCo and the French Security Trustee each Transferor acknowledges that the Joining Party is a Lessee Transferor for all purposes under the LeaseMPSA.
7. The Joining Party has caused this Joinder to be duly executed as of the day and year first above written. [Name of Joining Party] By: _________________________________ Name: ___________________________ Title: ____________________________ Address: ____________________________ Attention: ___________________________ Telephone: __________________________ Facsimile: ___________________________ Accepted and Acknowledged by: By: ________________________________ Name: __________________________ Title: ___________________________ as French Security Trustee By: ________________________________ Name: __________________________ Title: ___________________________ [French FleetCoTHIS AFFILIATE JOINDER AND ALL MATTERS ARISING OUT OF OR ANY MATTERS RELATING TO THIS AFFILIATE JOINDER WILL BE GOVERNED BY, as Lessor] [Hertz France SAS, as Servicer] Ladies and Gentlemen: Reference is hereby made to the French Master Lease and Servicing Agreement, dated as of [●], 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “French Master Lease”), among French FleetCo, as Lessor, Hertz France SAS (“French OpCo”), as a Lessee and as Servicer, those affiliates of Hertz from time to time becoming Lessees thereunder (together with French OpCo, the “Lessees”) and BNP Paribas Trust Corporation UK Limited as French Security Trustee and Issuer Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the French Master Lease. Pursuant to Clause 26 (Lessee Termination and Resignation) of the French Master Lease, [_] (the “Resigning Lessee”) provides French FleetCo, as Lessor, and French OpCo, as Servicer, irrevocable, written notice that such Resigning ▇▇▇▇▇▇ desires to resign as “Lessee” under the French Master ▇▇▇▇▇. Nothing herein shall be construed to be an amendment or waiver of any requirements of the French Master Lease. [Name of Resigning Lessee] By: _________________________________ Name: _________________________________ Title: _________________________________ The Insurer undertakes to each Insured that this Policy will not be invalidated as regards the rights and interests of each such Insured and that the Insurer will not seek to avoid or deny any liability under this Policy because of any act or omission of any other Insured which has the effect of making this Policy void or voidable and/or entitles the Insurer to refuse indemnity in whole or in any material part in respect of any claims under this Policy as against such other Insured. For the purposes of this clause only “Insured” shall not include any “Authorised Driver”AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Appears in 1 contract
Sources: Master Purchase and Sale Agreement (Hertz Global Holdings Inc)