Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 2022-3 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 2022-3 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-3 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-3 Permitted Liens) or (ii) other than as a result of a Series 2022-3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-3 Permitted Liens) or (ii) other than as a result of a Series 2022-3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 2022-3 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2022-3 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-3 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 2022-3 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-3 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-3 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-3 Related Document and the failure to so comply materially and adversely affects the interests of the Series 2022-3 Noteholders and continues to materially and adversely affect the interests of the Series 2022-3 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 Controlling Class; or (m) any representation made by HVF III in any Series 2022-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2022-3 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 2022-3 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2022-3 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-3 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-3 Notes has occurred as of the date of the notice.
Appears in 1 contract
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 2022-3 5 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 2022-3 5 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-3 5 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-3 5 Permitted Liens) or (ii) other than as a result of a Series 2022-3 5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-3 5 Permitted Liens) or (ii) other than as a result of a Series 2022-3 5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 2022-3 5 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2022-3 5 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-3 5 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 2022-3 5 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-3 5 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-3 5 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-3 5 Related Document and the failure to so comply materially and adversely affects the interests of the Series 2022-3 5 Noteholders and continues to materially and adversely affect the interests of the Series 2022-3 5 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 5 Controlling Class; or
(m) any representation made by HVF III in any Series 2022-3 5 Related Document is false and such false representation materially and adversely affects the interests of the Series 2022-3 5 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 5 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 2022-3 5 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2022-3 5 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-3 5 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-3 5 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2022-5 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event.
Appears in 1 contract
Sources: Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222025-3 4 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222025-3 4 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222025-3 4 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2025-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇4 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-3 4 Permitted Liens) or (ii) other than as a result of a Series 20222025-3 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-3 4 Permitted Liens) or (ii) other than as a result of a Series 20222025-3 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222025-3 4 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222025-3 4 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222025-3 4 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;; 27
(k) any of the Series 20222025-3 4 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222025-3 4 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222025-3 4 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222025-3 4 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222025-3 4 Noteholders and continues to materially and adversely affect the interests of the Series 20222025-3 4 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-3 4 Controlling Class; or
(m) any representation made by HVF III in any Series 20222025-3 4 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222025-3 4 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-3 4 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events)) or described in Section 9.1(e) (Amortization Events) of the Base Indenture, an “Amortization Event” with respect to the Series 20222025-3 4 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222025-3 4 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events) or described in Sections 9.1(f), 9.1(g), 9.1(k) or 9.1(l) (Amortization Events) of the Base Indenture, so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222025-3 4 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222025-3 4 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2025-4 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2025-4 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2025-4 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2025-4 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2025-4 Related Documents. 28 The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 2022-3 1 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 2022-3 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-3 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2022-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇1 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-3 1 Permitted Liens) or (ii) other than as a result of a Series 2022-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-3 1 Permitted Liens) or (ii) other than as a result of a Series 2022-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 2022-3 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2022-3 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-3 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 2022-3 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-3 1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-3 1 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-3 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 2022-3 1 Noteholders and continues to materially and adversely affect the interests of the Series 2022-3 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 1 Controlling Class; or
(m) any representation made by HVF III in any Series 2022-3 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 2022-3 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 1 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 2022-3 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2022-3 1 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-3 1 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-3 1 Notes has occurred as of the date of the notice.
Appears in 1 contract
Sources: Amended and Restated Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 2022-3 4 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 2022-3 4 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-3 4 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-3 4 Permitted Liens) or (ii) other than as a result of a Series 2022-3 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-3 4 Permitted Liens) or (ii) other than as a result of a Series 2022-3 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 2022-3 4 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2022-3 4 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-3 4 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 2022-3 4 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-3 4 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-3 4 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-3 4 Related Document and the failure to so comply materially and adversely affects the interests of the Series 2022-3 4 Noteholders and continues to materially and adversely affect the interests of the Series 2022-3 4 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 4 Controlling Class; or
(m) any representation made by HVF III in any Series 2022-3 4 Related Document is false and such false representation materially and adversely affects the interests of the Series 2022-3 4 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 4 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 2022-3 4 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2022-3 4 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-3 4 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-3 4 Notes has occurred as of the date of the notice.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 2022-3 1 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 2022-3 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-3 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-3 1 Permitted Liens) or (ii) other than as a result of a Series 2022-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-3 1 Permitted Liens) or (ii) other than as a result of a Series 2022-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 2022-3 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2022-3 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-3 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 2022-3 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-3 1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-3 1 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-3 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 2022-3 1 Noteholders and continues to materially and adversely affect the interests of the Series 2022-3 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 1 Controlling Class; or
(m) any representation made by HVF III in any Series 2022-3 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 2022-3 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 1 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 2022-3 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2022-3 1 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-3 1 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-3 1 Notes has occurred as of the date of the notice.
Appears in 1 contract
Sources: Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222021-3 1 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222021-3 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222021-3 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222021-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222021-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222021-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222021-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222021-3 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222021-3 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222021-3 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222021-3 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222021-3 1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222021-3 1 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222021-3 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222021-3 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222021-3 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222021-3 1 Controlling Class; or
(m) any representation made by HVF III in any Series 20222021-3 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222021-3 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222021-3 1 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222021-3 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222021-3 1 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222021-3 1 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222021-3 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2021-1 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2021-1 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2021-1 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2021-1 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2021-1 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222018-3 1 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III II defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222018-3 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Group I Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) a Group I Leasing Company Amortization Event occurs with respect to each Group I Leasing Company Note and continues for a period of five (5) consecutive Business Days;
(f) on any Business Day, the Aggregate Group I Series Adjusted Principal Amount exceeds the Aggregate Group I Leasing Company Note Principal Amount and such excess continues to exist for ten (10) consecutive Business Days;
(g) the Group I Collection Account, any Collateral Account in which Group I Collections are on deposit as of such date or any Series 20222018-3 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2018-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇1 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222018-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222018-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III II or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (Amount, excluding therefrom the Class A/B/C/D Available Reserve Account Amount) , would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(gi) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222018-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222018-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III II or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(hj) other than as a result of a Series 20222018-3 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222018-3 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III II or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(ik) there shall have been filed against HVF III II a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222018-3 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III II and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(jl) any Group I Administrator Default shall have occurred;
(km) any of the Series 20222018-3 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222018-3 1 Related Documents) or Hertz, any Group I Leasing Company, any Group I Lessee or HVF III II shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF IIIII, any Group I Leasing Company, any Group I Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222018-3 1 Related Documents;
(ln) any of HVF III II or the HVF II General Partner fails to comply with any of its other agreements or covenants in any Series 20222018-3 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222018-3 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222018-3 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III II GP Corp. obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III II by the Trustee or to HVF III II and the Trustee by the Majority Required Controlling Class Series 20222018-3 Controlling Class1 Noteholders; or
(mo) any representation made by HVF III II or the HVF II General Partner in any Series 20222018-3 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222018-3 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III II obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III II by the Trustee or to HVF III II and the Trustee by the Majority Required Controlling Class Series 20222018-3 Controlling Class1 Noteholders. Then, in the case of:
(i) any event described in Sections 7.1(a7.1 (a) through (d) (Amortization Eventsf), an “Amortization Event” with respect to the Series 20222018-3 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222018-3 1 Noteholder, and
(ii) any event described in Sections 7.1(e7.1(g) through (m) (Amortization Eventso), so long as such event is continuing, either the Trustee may, by written notice to HVF IIIII, or the Majority Series 2022-3 Required Controlling Class Series 2018-1 Noteholders may, by written notice to HVF III II and the Trustee, declare that an “Amortization Event” with respect to the Series 20222018-3 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2018-1 Notes described in Sections 7.1(c) through (o) above may be waived with the written consent of Required Controlling Class Series 2018-1 Noteholders. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2018-1 Notes described in Sections 7.1(a) and (b) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2018-1 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2018-1 Related Documents.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 2022-3 5 Notes is isare not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 2022-3 5 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) either a Class A/B/C/D Liquid Enhancement Deficiency or a Class E Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-3 5 Account (other than the Class A/B/C/D Reserve Account and and, the Class E Reserve Account, the Class A/B/C/D L/C Cash Collateral Account and the Class E L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2022-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇5 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) either (A) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-3 5 Permitted Liens) or (ii) other than as a result of a Series 2022-3 5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; or (B) (i) the Class E Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class E Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class E Adjusted Liquid Enhancement Amount (excluding the Class E Available Reserve Account Amount) would be less than the Class E Required Liquid Enhancement Amount;
(g) either (A) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-3 5 Permitted Liens) or (ii) other than as a result of a Series 2022-3 5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; or (B) after the funding of the Class E L/C Cash Collateral Account, (i) the Class E L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class E L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class E Adjusted Liquid Enhancement Amount, excluding therefrom the Class E Available L/C Cash Collateral Account Amount, would be less than the Class E Required Liquid Enhancement Amount;
(h) other than as a result of a Series 2022-3 5 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2022-3 5 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class E Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or or, the Class E Cash Collateral Account Collateral, any Class A/B/C/D Letter of Credit or any Class E Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-3 5 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 2022-3 5 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-3 5 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-3 5 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-3 5 Related Document and the failure to so comply materially and adversely affects the interests of the Series 2022-3 5 Noteholders and continues to materially and adversely affect the interests of the Series 2022-3 5 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 5 Controlling Class; or
(m) any representation made by HVF III in any Series 2022-3 5 Related Document is false and such false representation materially and adversely affects the interests of the Series 2022-3 5 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 5 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 2022-3 5 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2022-3 5 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-3 5 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-3 5 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2022-5 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event.
Appears in 1 contract
Sources: Amended and Restated Series 2022 5 Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222025-3 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222025-3 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222025-3 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2025-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇3 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-3 Permitted Liens) or (ii) other than as a result of a Series 20222025-3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-3 Permitted Liens) or (ii) other than as a result of a Series 20222025-3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222025-3 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222025-3 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222025-3 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;; 27
(k) any of the Series 20222025-3 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222025-3 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222025-3 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222025-3 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222025-3 Noteholders and continues to materially and adversely affect the interests of the Series 20222025-3 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-3 Controlling Class; or
(m) any representation made by HVF III in any Series 20222025-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222025-3 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-3 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events)) or described in Section 9.1(e) (Amortization Events) of the Base Indenture, an “Amortization Event” with respect to the Series 20222025-3 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222025-3 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events) or described in Sections 9.1(f), 9.1(g), 9.1(k) or 9.1(l) (Amortization Events) of the Base Indenture, so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222025-3 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222025-3 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2025-3 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2025-3 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2025-3 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2025-3 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2025-3 Related Documents. 28 The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222023-3 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222023-3 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222023-3 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2023-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇3 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-3 Permitted Liens) or (ii) other than as a result of a Series 20222023-3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-3 Permitted Liens) or (ii) other than as a result of a Series 20222023-3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222023-3 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222023-3 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222023-3 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222023-3 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222023-3 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222023-3 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222023-3 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222023-3 Noteholders and continues to materially and adversely affect the interests of the Series 20222023-3 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-3 Controlling Class; or
(m) any representation made by HVF III in any Series 20222023-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222023-3 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-3 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222023-3 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222023-3 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222023-3 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222023-3 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2023-3 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2023-3 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2023-3 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2023-3 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2023-3 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222024-3 1 Notes is isare not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222024-3 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) either a Class A/B/C/D Liquid Enhancement Deficiency or a Class E Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222024-3 1 Account (other than the Class A/B/C/D Reserve Account and and, the Class E Reserve Account, the Class A/B/C/D L/C Cash Collateral Account and the Class E L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2024-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇1 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) either (A) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222024-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222024-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; or (B) (i) the Class E Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2024-1 Permitted Liens) or (ii) other than as a result of a Series 2024-1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class E Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class E Adjusted Liquid Enhancement Amount (excluding the Class E Available Reserve Account Amount) would be less than the Class E Required Liquid Enhancement Amount;
(g) either (A) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222024-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222024-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; or (B) after the funding of the Class E L/C Cash Collateral Account, (i) the Class E L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2024-1 Permitted Liens) or (ii) other than as a result of a Series 2024-1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class E L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class E Adjusted Liquid Enhancement Amount, excluding therefrom the Class E Available L/C Cash Collateral Account Amount, would be less than the Class E Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222024-3 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222024-3 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class E Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or or, the Class E Cash Collateral Account Collateral, any Class A/B/C/D Letter of Credit or any Class E Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222024-3 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222024-3 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222024-3 1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222024-3 1 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222024-3 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222024-3 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222024-3 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222024-3 1 Controlling Class; or
(m) any representation made by HVF III in any Series 20222024-3 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222024-3 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222024-3 1 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222024-3 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222024-3 1 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222024-3 1 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222024-3 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2024-1 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2024-1 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2024-1 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2024-1 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2024-1 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222021-3 2 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222021-3 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222021-3 2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2021-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇2 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222021-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222021-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222021-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222021-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222021-3 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222021-3 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222021-3 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222021-3 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222021-3 2 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222021-3 2 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222021-3 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222021-3 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222021-3 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222021-3 2 Controlling Class; or
(m) any representation made by HVF III in any Series 20222021-3 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222021-3 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222021-3 2 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222021-3 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222021-3 2 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222021-3 2 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222021-3 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2021-2 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2021-2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2021-2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2021-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2021-2 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Sources: Amended and Restated Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) : all principal of and interest on the Series 20222026-3 2 Notes is are not paid in full on or prior to the Expected Final Payment Date;
(b) ; HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222026-3 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) ; a Class A/B/C/D D/E Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) ; any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) ; the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222026-3 2 Account (other than the Class A/B/C/D D/E Reserve Account Account, and the Class A/B/C/D D/E L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2026-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇2 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) ; (i) the Class A/B/C/D D/E Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222026-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222026-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D D/E Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D D/E Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D D/E Available Reserve Account Amount) would be less than the Class A/B/C/D D/E Required Liquid Enhancement Amount;
(g) ; after the funding of the Class A/B/C/D D/E L/C Cash Collateral Account, (i) the Class A/B/C/D D/E L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222026-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222026-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D D/E L/C Cash Collateral Account Collateral (or HVF III 33 or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D D/E Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D D/E Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D D/E Required Liquid Enhancement Amount;
(h) ; other than as a result of a Series 20222026-3 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222026-3 2 Collateral (other than the Class A/B/C/D D/E Reserve Account Collateral, the Class A/B/C/D D/E L/C Cash Collateral Account Collateral or any Class A/B/C/D D/E Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) ; there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222026-3 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) ; any Administrator Default shall have occurred;
(k) ; any of the Series 20222026-3 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222026-3 2 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222026-3 2 Related Documents;
(l) ; HVF III fails to comply with any of its other agreements or covenants in any Series 20222026-3 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222026-3 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222026-3 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222026-3 2 Controlling Class; or
(m) or any representation made by HVF III in any Series 20222026-3 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222026-3 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222026-3 2 Controlling Class. Then, in the case of:
: (i) any event described in Sections 7.1(a) through (d) (Amortization Events)) or described in Section 9.1(e) (Amortization Events) of the Base Indenture, an “Amortization Event” with respect to the Series 20222026-3 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222026-3 2 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-3 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-3 Notes has occurred as of the date of the notice.
Appears in 1 contract
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222021-3 2 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222021-3 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222021-3 2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222021-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222021-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222021-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222021-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222021-3 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222021-3 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222021-3 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222021-3 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222021-3 2 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222021-3 2 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222021-3 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222021-3 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222021-3 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222021-3 2 Controlling Class; or
(m) any representation made by HVF III in any Series 20222021-3 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222021-3 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222021-3 2 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222021-3 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222021-3 2 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222021-3 2 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222021-3 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2021-2 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2021-2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2021-2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2021-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2021-2 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222016-3 1 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III II defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222016-3 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Group I Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) a Group I Leasing Company Amortization Event occurs with respect to each Group I Leasing Company Note and continues for a period of five (5) consecutive Business Days;
(f) on any Business Day, the Aggregate Group I Series Adjusted Principal Amount exceeds the Aggregate Group I Leasing Company Note Principal Amount and such excess continues to exist for ten (10) consecutive Business Days;
(g) the Group I Collection Account, any Collateral Account in which Group I Collections are on deposit as of such date or any Series 20222016-3 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222016-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222016-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III II or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (Amount, excluding therefrom the Class A/B/C/D Available Reserve Account Amount) , would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(gi) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222016-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222016-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III II or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(hj) other than as a result of a Series 20222016-3 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222016-3 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III II or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(ik) there shall have been filed against HVF III II a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222016-3 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III II and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(jl) any Group I Administrator Default shall have occurred;
(km) any of the Series 20222016-3 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222016-3 1 Related Documents) or Hertz, any Group I Leasing Company, any Group I Lessee or HVF III II shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF IIIII, any Group I Leasing Company, any Group I Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222016-3 1 Related Documents;
(ln) any of HVF III II or the HVF II General Partner fails to comply with any of its other agreements or covenants in any Series 20222016-3 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222016-3 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222016-3 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III II GP Corp. obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III II by the Trustee or to HVF III II and the Trustee by the Majority Required Controlling Class Series 20222016-3 Controlling Class1 Noteholders; or
(mo) any representation made by HVF III II or the HVF II General Partner in any Series 20222016-3 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222016-3 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III II obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III II by the Trustee or to HVF III II and the Trustee by the Majority Required Controlling Class Series 20222016-3 Controlling Class1 Noteholders. Then, in the case of:
(i) any event described in Sections 7.1(a7.1 (a) through (d) (Amortization Eventsf), an “Amortization Event” with respect to the Series 20222016-3 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222016-3 1 Noteholder, and
(ii) any event described in Sections 7.1(e7.1(g) through (m) (Amortization Eventso), so long as such event is continuing, either the Trustee may, by written notice to HVF IIIII, or the Majority Series 2022-3 Required Controlling Class Series 2016-1 Noteholders may, by written notice to HVF III II and the Trustee, declare that an “Amortization Event” with respect to the Series 20222016-3 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2016-1 Notes described in Sections 7.1(c) through (o) above may be waived with the written consent of Required Controlling Class Series 2016-1 Noteholders. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2016-1 Notes described in Sections 7.1(a) and (b) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2016-1 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2016-1 Related Documents.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222024-3 1 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222024-3 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222024-3 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2024-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇1 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222024-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222024-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222024-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222024-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222024-3 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222024-3 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222024-3 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222024-3 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222024-3 1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222024-3 1 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222024-3 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222024-3 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222024-3 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222024-3 1 Controlling Class; or
(m) any representation made by HVF III in any Series 20222024-3 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222024-3 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222024-3 1 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222024-3 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222024-3 1 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222024-3 1 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222024-3 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2024-1 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2024-1 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2024-1 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2024-1 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2024-1 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222024-3 2 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222024-3 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222024-3 2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2024-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇2 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222024-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222024-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222024-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222024-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222024-3 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222024-3 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222024-3 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222024-3 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222024-3 2 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222024-3 2 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222024-3 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222024-3 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222024-3 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222024-3 2 Controlling Class; or
(m) any representation made by HVF III in any Series 20222024-3 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222024-3 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222024-3 2 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222024-3 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222024-3 2 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222024-3 2 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222024-3 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2024-2 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2024-2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2024-2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2024-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2024-2 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222023-3 4 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222023-3 4 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222023-3 4 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2023-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇4 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-3 4 Permitted Liens) or (ii) other than as a result of a Series 20222023-3 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-3 4 Permitted Liens) or (ii) other than as a result of a Series 20222023-3 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222023-3 4 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222023-3 4 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222023-3 4 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222023-3 4 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222023-3 4 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222023-3 4 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222023-3 4 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222023-3 4 Noteholders and continues to materially and adversely affect the interests of the Series 20222023-3 4 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-3 4 Controlling Class; or
(m) any representation made by HVF III in any Series 20222023-3 4 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222023-3 4 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-3 4 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222023-3 4 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222023-3 4 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222023-3 4 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222023-3 4 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2023-4 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2023-4 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2023-4 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2023-4 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2023-4 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222025-3 1 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222025-3 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222025-3 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2025-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇1 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222025-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222025-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222025-3 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222025-3 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222025-3 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222025-3 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222025-3 1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222025-3 1 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222025-3 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222025-3 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222025-3 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-3 1 Controlling Class; or
(m) any representation made by HVF III in any Series 20222025-3 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222025-3 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-3 1 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222025-3 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222025-3 1 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222025-3 1 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222025-3 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2025-1 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2025-1 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2025-1 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2025-1 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2025-1 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222025-3 2 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222025-3 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222025-3 2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2025-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇2 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222025-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222025-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222025-3 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222025-3 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222025-3 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222025-3 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222025-3 2 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222025-3 2 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222025-3 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222025-3 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222025-3 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-3 2 Controlling Class; or
(m) any representation made by HVF III in any Series 20222025-3 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222025-3 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-3 2 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222025-3 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222025-3 2 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222025-3 2 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222025-3 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2025-2 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2025-2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2025-2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2025-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2025-2 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222016-3 2 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III II defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222016-3 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Group I Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) a Group I Leasing Company Amortization Event occurs with respect to each Group I Leasing Company Note and continues for a period of five (5) consecutive Business Days;
(f) on any Business Day, the Aggregate Group I Series Adjusted Principal Amount exceeds the Aggregate Group I Leasing Company Note Principal Amount and such excess continues to exist for ten (10) consecutive Business Days;
(g) the Group I Collection Account, any Collateral Account in which Group I Collections are on deposit as of such date or any Series 20222016-3 2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222016-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222016-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III II or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (Amount, excluding therefrom the Class A/B/C/D Available Reserve Account Amount) , would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(gi) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222016-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222016-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III II or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(hj) other than as a result of a Series 20222016-3 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222016-3 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III II or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(ik) there shall have been filed against HVF III II a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222016-3 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III II and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(jl) any Group I Administrator Default shall have occurred;
(km) any of the Series 20222016-3 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222016-3 2 Related Documents) or Hertz, any Group I Leasing Company, any Group I Lessee or HVF III II shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF IIIII, any Group I Leasing Company, any Group I Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222016-3 2 Related Documents;
(ln) any of HVF III II or the HVF II General Partner fails to comply with any of its other agreements or covenants in any Series 20222016-3 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222016-3 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222016-3 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III II GP Corp. obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III II by the Trustee or to HVF III II and the Trustee by the Majority Required Controlling Class Series 20222016-3 Controlling Class2 Noteholders; or
(mo) any representation made by HVF III II or the HVF II General Partner in any Series 20222016-3 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222016-3 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III II obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III II by the Trustee or to HVF III II and the Trustee by the Majority Required Controlling Class Series 20222016-3 Controlling Class2 Noteholders. Then, in the case of:
(i) any event described in Sections 7.1(a7.1 (a) through (d) (Amortization Eventsf), an “Amortization Event” with respect to the Series 20222016-3 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222016-3 2 Noteholder, and
(ii) any event described in Sections 7.1(e7.1(g) through (m) (Amortization Eventso), so long as such event is continuing, either the Trustee may, by written notice to HVF IIIII, or the Majority Series 2022-3 Required Controlling Class Series 2016-2 Noteholders may, by written notice to HVF III II and the Trustee, declare that an “Amortization Event” with respect to the Series 20222016-3 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2016-2 Notes described in Sections 7.1(c) through (o) above may be waived with the written consent of Required Controlling Class Series 2016-2 Noteholders. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2016-2 Notes described in Sections 7.1(a) and (b) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2016-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2016-2 Related Documents.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222025-3 4 Notes is isare not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222025-3 4 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) either a Class A/B/C/D Liquid Enhancement Deficiency or a Class E Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222025-3 4 Account (other than the Class A/B/C/D Reserve Account and and, the Class E Reserve Account, the Class A/B/C/D L/C Cash Collateral Account and the Class E L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2025-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇4 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) either (A) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-3 4 Permitted Liens) or (ii) other than as a result of a Series 20222025-3 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; or (B) (i) the Class E Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2025-4 Permitted Liens) or (ii) other than as a result of a Series 2025-4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class E Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class E Adjusted Liquid Enhancement Amount (excluding the Class E Available Reserve Account Amount) would be less than the Class E Required Liquid Enhancement Amount;
(g) either (A) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-3 4 Permitted Liens) or (ii) other than as a result of a Series 20222025-3 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; or (B) after the funding of the Class E L/C Cash Collateral Account, (i) the Class E L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2025-4 Permitted Liens) or (ii) other than as a result of a Series 2025-4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class E L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class E Adjusted Liquid Enhancement Amount, excluding therefrom the Class E Available L/C Cash Collateral Account Amount, would be less than the Class E Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222025-3 4 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222025-3 4 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class E Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or or, the Class E Cash Collateral Account Collateral, any Class A/B/C/D Letter of Credit or any Class E Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222025-3 4 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222025-3 4 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222025-3 4 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222025-3 4 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222025-3 4 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222025-3 4 Noteholders and continues to materially and adversely affect the interests of the Series 20222025-3 4 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-3 4 Controlling Class; or
(m) any representation made by HVF III in any Series 20222025-3 4 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222025-3 4 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-3 4 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events)) or described in Section 9.1(e) (Amortization Events) of the Base Indenture, an “Amortization Event” with respect to the Series 20222025-3 4 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222025-3 4 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events) or described in Sections 9.1(f), 9.1(g), 9.1(k) or 9.1(l) (Amortization Events) of the Base Indenture, so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222025-3 4 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222025-3 4 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2025-4 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2025-4 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2025-4 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2025-4 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2025-4 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222025-3 2 Notes is isare not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222025-3 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) either a Class A/B/C/D Liquid Enhancement Deficiency or a Class E Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222025-3 2 Account (other than the Class A/B/C/D Reserve Account and and, the Class E Reserve Account, the Class A/B/C/D L/C Cash Collateral Account and the Class E L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2025-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇2 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) either (A) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222025-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;, or (B) (i) the Class E Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2025-2 Permitted Liens) or (ii) other than as a result of a Series 2025-2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class E Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class E Adjusted Liquid Enhancement Amount (excluding the Class E Available Reserve Account Amount) would be less than the Class E Required Liquid Enhancement Amount;
(g) either (A) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222025-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;, or (B) after the funding of the Class E L/C Cash Collateral Account, (i) the Class E L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2025-2 Permitted Liens) or (ii) other than as a result of a Series 2025-2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class E L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class E Adjusted Liquid Enhancement Amount, excluding therefrom the Class E Available L/C Cash Collateral Account Amount, would be less than the Class E Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222025-3 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222025-3 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class E Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or or, the Class E Cash Collateral Account Collateral, any Class A/B/C/D Letter of Credit or any Class E Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222025-3 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222025-3 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222025-3 2 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222025-3 2 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222025-3 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222025-3 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222025-3 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-3 2 Controlling Class; or
(m) any representation made by HVF III in any Series 20222025-3 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222025-3 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-3 2 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222025-3 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222025-3 2 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222025-3 2 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222025-3 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2025-2 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2025-2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2025-2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2025-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2025-2 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222023-3 2 Notes is not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222023-3 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222023-3 2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2023-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇2 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222023-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-3 2 Permitted Liens) or (ii) other than as a result of a Series 20222023-3 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222023-3 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222023-3 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222023-3 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222023-3 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222023-3 2 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222023-3 2 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222023-3 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222023-3 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222023-3 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-3 2 Controlling Class; or
(m) any representation made by HVF III in any Series 20222023-3 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222023-3 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-3 2 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222023-3 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222023-3 2 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222023-3 2 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222023-3 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2023-2 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2023-2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2023-2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2023-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2023-2 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
Appears in 1 contract
Sources: Series Supplement (Hertz Corp)
Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 20222023-3 4 Notes is isare not paid in full on or prior to the Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222023-3 4 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) either a Class A/B/C/D Liquid Enhancement Deficiency or a Class E Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222023-3 4 Account (other than the Class A/B/C/D Reserve Account and and, the Class E Reserve Account, the Class A/B/C/D L/C Cash Collateral Account and the Class E L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2023-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇4 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) either (A) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-3 4 Permitted Liens) or (ii) other than as a result of a Series 20222023-3 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; or (B) (i) the Class E Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2023-4 Permitted Liens) or (ii) other than as a result of a Series 2023-4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class E Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class E Adjusted Liquid Enhancement Amount (excluding the Class E Available Reserve Account Amount) would be less than the Class E Required Liquid Enhancement Amount;
(g) either (A) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-3 4 Permitted Liens) or (ii) other than as a result of a Series 20222023-3 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; or (B) after the funding of the Class E L/C Cash Collateral Account, (i) the Class E L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2023-4 Permitted Liens) or (ii) other than as a result of a Series 2023-4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class E L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class E Adjusted Liquid Enhancement Amount, excluding therefrom the Class E Available L/C Cash Collateral Account Amount, would be less than the Class E Required Liquid Enhancement Amount;
(h) other than as a result of a Series 20222023-3 4 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222023-3 4 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class E Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or or, the Class E Cash Collateral Account Collateral, any Class A/B/C/D Letter of Credit or any Class E Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222023-3 4 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 20222023-3 4 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222023-3 4 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222023-3 4 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222023-3 4 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222023-3 4 Noteholders and continues to materially and adversely affect the interests of the Series 20222023-3 4 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-3 4 Controlling Class; or
(m) any representation made by HVF III in any Series 20222023-3 4 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222023-3 4 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-3 4 Controlling Class. Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222023-3 4 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222023-3 4 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222023-3 4 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222023-3 4 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2023-4 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2023-4 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2023-4 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2023-4 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2023-4 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.
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Amortization Events. If any one of the following events shall occur:
(a) : all principal of and interest on the Series 20222026-3 1 Notes is are not paid in full on or prior to the Expected Final Payment Date;
(b) ; HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222026-3 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days;
(c) ; a Class A/B/C/D D/E Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days;
(d) ; any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days;
(e) ; the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222026-3 1 Account (other than the Class A/B/C/D D/E Reserve Account Account, and the Class A/B/C/D D/E L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2026-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇1 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) ; (i) the Class A/B/C/D D/E Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222026-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222026-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D D/E Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D D/E Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D D/E Available Reserve Account Amount) would be less than the Class A/B/C/D D/E Required Liquid Enhancement Amount;
(g) ; after the funding of the Class A/B/C/D D/E L/C Cash Collateral Account, (i) the Class A/B/C/D D/E L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222026-3 1 Permitted Liens) or (ii) other than as a result of a Series 20222026-3 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D D/E L/C Cash Collateral Account Collateral (or HVF III 33 or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D D/E Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D D/E Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D D/E Required Liquid Enhancement Amount;
(h) ; other than as a result of a Series 20222026-3 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222026-3 1 Collateral (other than the Class A/B/C/D D/E Reserve Account Collateral, the Class A/B/C/D D/E L/C Cash Collateral Account Collateral or any Class A/B/C/D D/E Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) ; there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222026-3 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) ; any Administrator Default shall have occurred;
(k) ; any of the Series 20222026-3 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222026-3 1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222026-3 1 Related Documents;
(l) ; HVF III fails to comply with any of its other agreements or covenants in any Series 20222026-3 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222026-3 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222026-3 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222026-3 1 Controlling Class; or
(m) or any representation made by HVF III in any Series 20222026-3 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222026-3 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222026-3 1 Controlling Class. Then, in the case of:
: (i) any event described in Sections 7.1(a) through (d) (Amortization Events)) or described in Section 9.1(e) (Amortization Events) of the Base Indenture, an “Amortization Event” with respect to the Series 20222026-3 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222026-3 1 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-3 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-3 Notes has occurred as of the date of the notice.
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