Appears in 2 contracts

Samples: Canadian Guarantee and Collateral Agreement, Canadian Guarantee and Collateral Agreement (Herc Holdings Inc)

Certain Undertakings with Respect to Special Purpose Subsidiaries. (a) The Note Collateral Agent and each Secured Party agrees that, prior to the date that is one year and one day after the payment in full of all of the obligations of each Special Purpose Subsidiary in connection with and under each securitization with respect to which any Special Purpose Subsidiary is a party, (i) the Note Collateral Agent and other Secured Parties shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Special Purpose Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding under the laws of the United States or any State thereof or of any foreign jurisdiction, (B) transfer and register the capital stock of any Special Purpose Subsidiary or any other instrument in the name of the Note Collateral Agent or a Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of the ~~Parent Borrower~~ Company or any other Subsidiary, (D) exercise any voting rights granted or appurtenant to such capital stock of any Special Purpose Subsidiary or any other instrument or (E) enforce any right that the holder of any such capital stock of any Special Purpose Subsidiary or any other instrument might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Special Purpose Subsidiary and (ii) the Note Collateral Agent and the other Secured Parties hereby waive and release any right to (A) require that any Special Purpose Subsidiary be in any manner merged, combined, collapsed or consolidated with or into the ~~Parent Borrower~~ Company or any other Subsidiary, including by way of substantive consolidation in a bankruptcy case or similar proceeding, (B) require that the status of any Special Purpose Subsidiary as a separate entity be in any respect disregarded, (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any securitization assets from the ~~Parent Borrower~~ Company or any Subsidiary to any Special Purpose Subsidiary, whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution” or (D) contest or challenge, or join any other Person in contesting or challenging, any agreement pursuant to which any assets are leased by any Special Purpose Subsidiary to any ~~Loan~~ Note Party as other than a “true lease.” The Note Collateral Agent and each Secured Party agree and acknowledge that any agent and/or trustee acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary is an express third party beneficiary with respect to this Section 6.9(a) and each such person shall have the right to enforce compliance by the Note Collateral Agent and any other Secured Party with this Section 6.9. (b) Upon the transfer by the ~~Parent Borrower~~ Company or any Subsidiary (other than a Special Purpose Subsidiary) of securitization assets to a Special Purpose Subsidiary in a securitization as permitted under this Agreement, any Liens with respect to such securitization assets arising under the ~~Credit Agreement~~ Indenture or any Note Security Documents shall automatically be released (and the ~~Canadian~~ Note Collateral Agent is hereby authorized to execute and enter into any such releases and other documents as the ~~Parent Borrower~~ Company may reasonably request in order to give effect thereto). (c) The ~~Collateral Agent, the Canadian~~ Note Collateral Agent and the ~~Lenders~~ Secured Parties shall take no action related to the Collateral that would cause any Special Purpose Subsidiary to breach any of its covenants in its certificate of formation, limited liability company agreement or in any other documents governing the related Special Purpose Financing or to be unable to make any representation in any such document. (d) The ~~Collateral Agent, the Canadian~~ Note Collateral Agent and the Secured Parties acknowledge that they have no interest in, and will not assert any interest in, the assets owned by any Special Purpose Subsidiary, or any assets leased by any Special Purpose Subsidiary to any ~~Loan~~ Note Party other than, following a transfer of any pledged equity interest or pledged stock to the Note Collateral Agent in connection with any exercise of remedies pursuant to this Agreement, the right to receive lawful dividends or other distributions when paid by any such Special Purpose Subsidiary from lawful sources and in accordance with the documents governing the related Special Purpose Financing and the rights of a member of such Special Purpose Subsidiary. (e) Without limiting the foregoing, the ~~Canadian~~ Note Collateral Agent and the ~~Lenders~~ Secured Parties agree, to the extent required by Xxxxx’x, S&P or any rating agency in connection with a Special Purpose Financing involving a Special Purpose Subsidiary the Capital Stock of which constitutes Pledged Collateral hereunder, to act in accordance with clauses (c) and (d) above with respect to such Capital Stock and such Special Purpose Financing.

Appears in 2 contracts

Samples: Collateral Agreement (Herc Holdings Inc), Indenture (Hertz Global Holdings Inc)

Appears in 2 contracts

Samples: u.s. Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Herc Holdings Inc)

Certain Undertakings with Respect to Special Purpose Subsidiaries. (a) The Collateral Agent and each Secured Party agrees that, prior to the date that is one year and one day after the payment in full of all of the obligations of each Special Purpose Subsidiary in connection with and under each securitization with respect to which any Special Purpose Subsidiary is a party, (i) the Collateral Agent and other Secured Parties shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Special Purpose Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding under the laws of the United States or any State thereof or of any foreign jurisdiction, (B) transfer and register the capital stock of any Special Purpose Subsidiary or any other instrument in the name of the Collateral Agent or a Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of the Parent Borrower or any other Subsidiary, (D) exercise any voting rights granted or appurtenant to such capital stock of any Special Purpose Subsidiary or any other instrument or (E) enforce any right that the holder of any such capital stock of any Special Purpose Subsidiary or any other instrument might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Special Purpose Subsidiary and (ii) the Collateral Agent and the other Secured Parties hereby waive and release any right to (A) require that any Special Purpose Subsidiary be in any manner merged, combined, collapsed or consolidated with or into the Parent Borrower or any other Subsidiary, including by way of substantive consolidation in a bankruptcy case or similar proceeding, (B) require that the status of any Special Purpose Subsidiary as a separate entity be in any respect disregarded, (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any securitization assets from the Parent Borrower or any Subsidiary to any Special Purpose ~~Subsidiary~~Subsidiary (including without limitation with respect to HVF, any such transfer pursuant to the Purchase Agreement (as defined in the ABS Indenture, as defined below)), whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution” or (D) contest or challenge, or join any other Person in contesting or challenging, any agreement pursuant to which any assets are leased by any Special Purpose Subsidiary to any Loan Party (including without limitation, with respect to HVF, the HVF Lease and any Segregated Series Lease (in each case as defined in the ABS Base Indenture, as defined below)) as other than a “true lease.” The Collateral Agent and each Secured Party agree and acknowledge that each of (x) The Bank of New York Mellon Trust Company, N.A., as trustee (together with its successors and assigns, the “ABS Trustee”) under that certain Third Amended and Restated Base Indenture, dated as of September 18, 2009, as amended by that certain Supplemental Indenture No. 1, dated as of December 21, 2010 (as the same may be amended from time to time, the “ABS Base Indenture”), by and between Hertz Vehicle Financing LLC (“HVF”) and the ABS Trustee, and under that certain Third Amended and Restated Collateral Agency Agreement, dated as of September 18, 2009, as amended by that certain Amendment No. 1, dated as of December 21, 2010 (as the same may be amended from time to time, the “ABS Collateral Agency Agreement”), by and among HVF, Hertz General Interest LLC, the Parent Borrower, as servicer and a secured party, the ABS Trustee and The Bank of New York Mellon Trust Company, N.A., as collateral agent (together with its successors and assigns, the “ABS Collateral Agent”), acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary, (y) each Enhancement Provider (as defined in the ABS Base Indenture) that has an express right to the collateral under the ABS Base Indenture or the ABS Collateral Agency Agreement and (z) any other agent and/or trustee acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary is an express third party beneficiary with respect to this Section 6.9(a) and each such person shall have the right to enforce compliance by the Collateral Agent and any other Secured Party with this Section 6.9. (b) Upon the transfer by the Parent Borrower or any Subsidiary (other than a Special Purpose Subsidiary) of securitization assets to a Special Purpose Subsidiary in a securitization as permitted under this Agreement, any Liens with respect to such securitization assets arising under the Credit Agreement or any Security Documents shall automatically be released (and the ~~Canadian~~ Collateral Agent is hereby authorized to execute and enter into any such releases and other documents as the Parent Borrower may reasonably request in order to give effect thereto). (c) The ~~Collateral Agent, the Canadian~~ Collateral Agent and the Lenders shall take no action related to the Collateral that would cause any Special Purpose Subsidiary to breach any of its covenants in its certificate of formation, limited liability company agreement or in any other documents governing the related Special Purpose Financing (including, with respect to HVF and Hertz Vehicles LLC, any Related Document (as defined in the ABS Base Indenture)) or to be unable to make any representation in any such document. (d) The ~~Collateral Agent, the Canadian~~ Collateral Agent and the Secured Parties acknowledge that they have no interest in, and will not assert any interest in, the assets owned by any Special Purpose Subsidiary, or any assets leased by any Special Purpose Subsidiary to any Loan Party (including without limitation, with respect to HVF, (I) any Rental Car Vehicle subject to the HVF Lease or any Segregated Series Lease (in each case as defined in the ABS Base Indenture), (II) any other Indenture Collateral (as defined in the ABS Base Indenture) or similar collateral relating to any Segregated Series (as defined in the ABS Base Indenture) and (III) any HVF Vehicle Collateral or any HVF Segregated Series Vehicle Collateral (in each case as defined in the ABS Collateral Agency Agreement)) other than, following a transfer of any pledged equity interest or pledged stock to the Collateral Agent in connection with any exercise of remedies pursuant to this Agreement, the right to receive lawful dividends or other distributions when paid by any such Special Purpose Subsidiary from lawful sources and in accordance with the documents governing the related Special Purpose Financing (including, with respect to HVF, the Related Documents (as defined in the ABS Base Indenture)) and the rights of a member of such Special Purpose Subsidiary. (e) Without limiting the foregoing, the ~~Canadian~~ Collateral Agent and the Lenders agree, to the extent required by ~~Xxxxx’x~~Mxxxx’x, S&P or any rating agency in connection with a Special Purpose Financing involving a Special Purpose Subsidiary the Capital Stock of which constitutes Pledged Collateral hereunder, to act in accordance with clauses (c) and (d) above with respect to such Capital Stock and such Special Purpose Financing.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hertz Corp)

Certain Undertakings with Respect to Special Purpose Subsidiaries. (a) The Collateral Agent and each Secured Party agrees that, prior to the date that is one year and one day after the payment in full of all of the obligations of each Special Purpose Subsidiary in connection with and under each securitization with respect to which any Special Purpose Subsidiary is a party, (i) the Collateral Agent and other Secured Parties shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Special Purpose Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding under the laws of the United States or any State thereof or of any foreign jurisdiction, (B) transfer and register the capital stock of any Special Purpose Subsidiary or any other instrument in the name of the Collateral Agent or a Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of the Parent Borrower or any other Subsidiary, (D) exercise any voting rights granted or appurtenant to such capital stock of any Special Purpose Subsidiary or any other instrument or (E) enforce any right that the holder of any such capital stock of any Special Purpose Subsidiary or any other instrument might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Special Purpose Subsidiary and (ii) the Collateral Agent and the other Secured Parties hereby waive and release any right to (A) require that any Special Purpose Subsidiary be in any manner merged, combined, collapsed or consolidated with or into the Parent Borrower or any other Subsidiary, including by way of substantive consolidation in a bankruptcy case or similar proceeding, (B) require that the status of any Special Purpose Subsidiary as a separate entity be in any respect disregarded, (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any securitization assets from the Parent Borrower or any Subsidiary to any Special Purpose ~~Subsidiary~~Subsidiary (including without limitation with respect to HVF, any such transfer pursuant to the Purchase Agreement (as defined in the ABS Indenture, as defined below)), whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution” or (D) contest or challenge, or join any other Person in contesting or challenging, any agreement pursuant to which any assets are leased by any Special Purpose Subsidiary to any Loan Party (including without limitation, with respect to HVF, the HVF Lease and any Segregated Series Lease (in each case as defined in the ABS Base Indenture, as defined below)) as other than a “true lease.” The Collateral Agent and each Secured Party agree and acknowledge that each of (x) The Bank of New York Mellon Trust Company, N.A., as trustee (together with its successors and assigns, the “ABS Trustee”) under that certain Third Amended and Restated Base Indenture, dated as of September 18, 2009, as amended by that certain Supplemental Indenture No. 1, dated as of December 21, 2010 (as the same may be amended from time to time, the “ABS Base Indenture”), by and between Hertz Vehicle Financing LLC (“HVF”) and the ABS Trustee, and under that certain Third Amended and Restated Collateral Agency Agreement, dated as of September 18, 2009, as amended by that certain Amendment No. 1, dated as of December 21, 2010 (as the same may be amended from time to time, the “ABS Collateral Agency Agreement”), by and among HVF, Hertz General Interest LLC, the Parent Borrower, as servicer and a secured party, the ABS Trustee and The Bank of New York Mellon Trust Company, N.A., as collateral agent (together with its successors and assigns, the “ABS Collateral Agent”), acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary, (y) each Enhancement Provider (as defined in the ABS Base Indenture) that has an express right to the collateral under the ABS Base Indenture or the ABS Collateral Agency Agreement and (z) any other agent and/or trustee acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary is an express third party beneficiary with respect to this Section 6.9(a) and each such person shall have the right to enforce compliance by the Collateral Agent and any other Secured Party with this Section 6.9. (b) Upon the transfer by the Parent Borrower or any Subsidiary (other than a Special Purpose Subsidiary) of securitization assets to a Special Purpose Subsidiary in a securitization as permitted under this Agreement, any Liens with respect to such securitization assets arising under the Credit Agreement or any Security Documents shall automatically be released (and the Canadian Collateral Agent is hereby authorized to execute and enter into any such releases and other documents as the Parent Borrower may reasonably request in order to give effect thereto). (c) The Collateral Agent, the Canadian Collateral Agent and the Lenders shall take no action related to the Collateral that would cause any Special Purpose Subsidiary to breach any of its covenants in its certificate of formation, limited liability company agreement or in any other documents governing the related Special Purpose Financing (including, with respect to HVF and Hertz Vehicles LLC, any Related Document (as defined in the ABS Base Indenture)) or to be unable to make any representation in any such document. (d) The Collateral Agent, the Canadian Collateral Agent and the Secured Parties acknowledge that they have no interest in, and will not assert any interest in, the assets owned by any Special Purpose Subsidiary, or any assets leased by any Special Purpose Subsidiary to any Loan Party (including without limitation, with respect to HVF, (I) any Rental Car Vehicle subject to the HVF Lease or any Segregated Series Lease (in each case as defined in the ABS Base Indenture; (II) any other Indenture Collateral (as defined in the ABS Base Indenture) or similar collateral relating to any Segregated Series (as defined in the ABS Base Indenture) and (III) any HVF Vehicle Collateral or any HVF Segregated Series Vehicle Collateral (in each case as defined in the ABS “Collateral Agency Agreement”) other than, following a transfer of any pledged equity interest or pledged stock to the Collateral Agent in connection with any exercise of remedies pursuant to this Agreement, the right to receive lawful dividends or other distributions when paid by any such Special Purpose Subsidiary from lawful sources and in accordance with the documents governing the related Special Purpose Financing (including, with respect to HVF, the Related Documents (as defined in the ABS Base Indenture)) and the rights of a member of such Special Purpose Subsidiary. (e) Without limiting the foregoing, the Canadian Collateral Agent and the Lenders agree, to the extent required by ~~Xxxxx’x~~Mxxxx’x, S&P or any rating agency in connection with a Special Purpose Financing involving a Special Purpose Subsidiary the Capital Stock of which constitutes Pledged Collateral hereunder, to act in accordance with clauses (c) and (d) above with respect to such Capital Stock and such Special Purpose Financing.

Appears in 1 contract

Samples: Canadian Guarantee and Collateral Agreement (Hertz Global Holdings Inc)

Certain Undertakings with Respect to Special Purpose Subsidiaries. ~~(a)~~ The Collateral Agent and each Secured Party agrees that, prior to the date that is one year and one day after the payment in full of all of the obligations of each Special Purpose Subsidiary in connection with and under each securitization with respect to which any Special Purpose Subsidiary is a party, (i) the Collateral Agent and other Secured Parties shall not be ~~entitled, whether before or after the occurrence of~~ entitled at any ~~Event of Default,~~ time to (A) institute against, or join any other Person in instituting against, any Special Purpose Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding under the laws of the United States or any State thereof or of any foreign jurisdiction, (B) transfer and register the ~~capital stock~~ Capital Stock of any Special Purpose Subsidiary or any other instrument in the name of the Collateral Agent or a Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of the Parent Borrower or any ~~other Subsidiary~~of its Subsidiaries, (D) exercise any voting rights granted or appurtenant to such ~~capital stock~~ Capital Stock of any Special Purpose Subsidiary or any other instrument or (E) enforce any right that the holder of any such ~~capital stock~~ Capital Stock of any Special Purpose Subsidiary or any other instrument might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Special Purpose Subsidiary and (ii) the Collateral Agent and the other Secured Parties hereby waive and release any right to (A) require that any Special Purpose Subsidiary be in any manner merged, combined, collapsed or consolidated with or into the Parent Borrower or any ~~other Subsidiary~~of its Subsidiaries, including by way of substantive consolidation in a bankruptcy case or similar proceeding, (B) require that the status of any Special Purpose Subsidiary as a separate entity be in any respect disregarded, (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any securitization assets from the Parent Borrower or any ~~Subsidiary~~ of its Subsidiaries to any Special Purpose Subsidiary, whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution” or (D) contest or challenge, or join any other Person in contesting or challenging, any agreement pursuant to which any assets are leased by any Special Purpose Subsidiary to any ~~Loan Party~~ Person as other than a “true lease.” The Collateral Agent and each Secured Party agree and acknowledge that each of (x) each Enhancement Provider (as defined in each of (a) the Amended and Restated Base Indenture, dated as of October 31, 2014 (as the same may be amended from time to time), by and between Hertz Vehicle Financing II LP and The Bank of New York Mellon Trust Company, N.A. (“BNY”), as trustee, and (b) the Fourth Amended and Restated Base Indenture, dated as of November 25, 2013 (as the same may be amended from time to time), by and between Hertz Vehicle Financing LLC and BNY, as trustee) and (y) any agent and/or trustee acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary is an express third party beneficiary with respect to this Section ~~6.9(a)~~ 6.9 and each such person shall have the right to enforce compliance by the Collateral Agent and any other Secured Party with this Section 6.9. (b) Upon the transfer by the Parent Borrower or any Subsidiary (other than a Special Purpose Subsidiary) of securitization assets to a Special Purpose Subsidiary in a securitization as permitted under this Agreement, any Liens with respect to such securitization assets arising under the Credit Agreement or any Security Documents shall automatically be released (and the Canadian Collateral Agent is hereby authorized to execute and enter into any such releases and other documents as the Parent Borrower may reasonably request in order to give effect thereto). (c) The Collateral Agent, the Canadian Collateral Agent and the Lenders shall take no action related to the Collateral that would cause any Special Purpose Subsidiary to breach any of its covenants in its certificate of formation, limited liability company agreement or in any other documents governing the related Special Purpose Financing or to be unable to make any representation in any such document. (d) The Collateral Agent, the Canadian Collateral Agent and the Secured Parties acknowledge that they have no interest in, and will not assert any interest in, the assets owned by any Special Purpose Subsidiary, or any assets leased by any Special Purpose Subsidiary to any Loan Party other than, following a transfer of any pledged equity interest or pledged stock to the Collateral Agent in connection with any exercise of remedies pursuant to this Agreement, the right to receive lawful dividends or other distributions when paid by any such Special Purpose Subsidiary from lawful sources and in accordance with the documents governing the related Special Purpose Financing and the rights of a member of such Special Purpose Subsidiary. (e) Without limiting the foregoing, the Canadian Collateral Agent and the Lenders agree, to the extent required by Xxxxx’x, S&P or any rating agency in connection with a Special Purpose Financing involving a Special Purpose Subsidiary the Capital Stock of which constitutes Pledged Collateral hereunder, to act in accordance with clauses (c) and (d) above with respect to such Capital Stock and such Special Purpose Financing.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hertz Global Holdings, Inc)

Certain Undertakings with Respect to Special Purpose Subsidiaries. (a) The Canadian Collateral Agent and each Secured Party agrees that, prior to the date that is one year and one day after the payment in full of all of the obligations of ~~each~~ any Special Purpose Subsidiary in connection with and under ~~each securitization with respect to which any Special Purpose Subsidiary is~~ a ~~party~~securitization, (i) the Canadian Collateral Agent and other Secured Parties shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Special Purpose Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding ~~or other similar proceeding~~ under the laws of ~~the United States~~ Canada or any ~~State thereof~~ province or ~~of any foreign jurisdiction~~territory thereof, (B) transfer and register the capital stock of any Special ~~Purpose~~ Purposes Subsidiary or any other instrument in the name of the Canadian Collateral Agent or a Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of ~~the Parent~~ any Borrower or any other Subsidiary, (D) exercise any voting rights granted or appurtenant to such capital stock of any Special Purpose Subsidiary or any other instrument or (E) enforce any right that the holder of any such capital stock of any Special Purpose Subsidiary or any other instrument might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Special Purpose Subsidiary and (ii) the Canadian Collateral Agent and ~~the~~ other Secured Parties hereby waive and release any right to require (A) ~~require~~ that any Special Purpose Subsidiary be in any manner merged, combined, collapsed or consolidated with or into ~~the Parent~~ any Borrower or any other Subsidiary, including by way of substantive consolidation in a bankruptcy case or ~~similar proceeding,~~ (B) ~~require~~ that the status of any Special Purpose Subsidiary as a separate entity be in any respect disregarded, (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any securitization assets from the Parent Borrower or any Subsidiary to any Special Purpose Subsidiary, whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution” or (D) contest or challenge, or join any other Person in contesting or challenging, any agreement pursuant to which any assets are leased by any Special Purpose Subsidiary to any Loan Party as other than a “true lease.” . The Canadian Collateral Agent and each Secured Party agree and acknowledge that each of (x) BNY Midwest Trust Company, as trustee (together with its successors and assigns, the “ABS Trustee”) under that certain Amended and Restated Base Indenture, dated as of December 21, 2005 (as the same may be amended from time to time, the “ABS Base Indenture”), by and between Hertz Vehicle Financing LLC (“HVF”) and the ABS Trustee, and under that certain Amended and Restated Collateral Agency Agreement, dated as of December 21, 2005 (as the same may be amended from time to time, the “ABS Collateral Agency Agreement”), by and among HVF, Hertz General Interest LLC, the Parent Borrower, as servicer and a secured party, the Trustee and BNY Midwest Trust Company, as collateral agent (together with its successors and assigns, the “ABS Collateral Agent”), acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary, (y) each Enhancement Provider (as defined in the ABS Base Indenture on the date hereof) that has an express right to the collateral under the ABS Base Indenture or the ABS Collateral Agency Agreement and (z) the agent ~~and/or trustee~~ acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary is an express third party beneficiary with respect to this ~~Section~~ subsection 6.9(a) and each such person shall have the right to enforce compliance by the Collateral Agent and any other Secured Party with this ~~Section~~ subsection 6.9. (b) Upon the transfer or purported transfer by ~~the Parent~~ any Borrower or any Subsidiary (other than a Special Purpose Subsidiary) of securitization assets to a Special Purpose Subsidiary in a ~~securitization as permitted under this Agreement~~securitization, any Liens with respect to such securitization assets arising under the Credit Agreement or any Security Documents shall automatically be released (and the Canadian Collateral Agent is hereby authorized to execute and enter into any such releases and other documents as the Parent Borrower may reasonably request in order to give effect thereto). (c) The Collateral Agent, the Canadian Collateral Agent and the Lenders shall take no action related to the Collateral that would cause ~~any Special Purpose Subsidiary~~ HVF to breach any of its covenants in its certificate of formation, limited liability company agreement or in any other ~~documents governing~~ Related Document (as defined in the ~~related Special Purpose Financing or to be unable to make any representation in any such document~~ABS Base Indenture on the date hereof). (d) The Collateral Agent, the Canadian Collateral Agent and the ~~Secured Parties~~ Lenders acknowledge that they have no interest in, and will not assert any interest in, the assets owned by HVF (including without limitation any ~~Special Purpose Subsidiary,~~ Rental Car Vehicle subject to the HVF Lease (as in effect and as defined in the ABS Base Indenture on the date hereof) or any ~~assets leased~~ other Indenture Collateral (as defined in the ABS Base Indenture on the date hereof) or any HVF Vehicle Collateral (as defined in the Amended and Restated Collateral Agency Agreement, dated as of December 21, 2005, by ~~any Special Purpose Subsidiary to any Loan Party~~ and among the Parent Borrower, as servicer and as a secured party, HVF, as a grantor, Hertz General Interest LLC, as a grantor, the Trustee, as a secured party, and BNY Midwest Trust Company, as collateral agent (the “Collateral Agency Agreement”))) other than, following a transfer of any pledged equity interest or pledged stock to the Collateral Agent in connection with any exercise of remedies pursuant to this Agreement, the right to receive lawful dividends or other distributions when paid by ~~any such Special Purpose Subsidiary~~ HVF from lawful sources and in accordance with the ~~documents governing~~ Related Documents (as defined in the ~~related Special Purpose Financing~~ ABS Base Indenture on the date hereof) and the rights of a member of ~~such Special Purpose Subsidiary~~HVF. (e) ~~Without limiting the foregoing, the~~ The Canadian Collateral Agent and the Lenders agree, to the extent required by Xxxxx’x, S&P or any rating agency in connection with a Special Purpose Financing involving a Special Purpose Subsidiary the Capital Stock of which constitutes Pledged Collateral hereunder, to act in accordance with clauses (c) and (d) above with respect to such Capital Stock and such Special Purpose Financing. (f) Notwithstanding anything to the contrary contained herein, this subsection 6.9 may not be amended, waived or otherwise modified in any manner adverse to the ABS Collateral Agent, the agent acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary or the holders of the related securitization indebtedness without the written consent of the ABS Trustee or such other agent.

Appears in 1 contract

Samples: Canadian Guarantee and Collateral Agreement (Hertz Corp)

Certain Undertakings with Respect to Special Purpose Subsidiaries. (a) The Note Collateral Agent and each Secured Party agrees that, prior to the date that is one year and one day after the payment in full of all of the obligations of each Special Purpose Subsidiary in connection with and under each securitization with respect to which any Special Purpose Subsidiary is a party, , (i) the Note Collateral Agent and other Secured Parties shall not be ~~entitled, whether before or after the occurrence of~~ entitled at any ~~Event of Default,~~ time to (A) institute against, or join any other Person in instituting against, any Special Purpose Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding under the laws of the United States or any State thereof or of any foreign jurisdiction, (B) transfer and register the ~~capital stock~~ Capital Stock of any Special Purpose Subsidiary or any other instrument in the name of the Note Collateral Agent or a Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of the ~~Parent Borrower~~ Company or any ~~other Subsidiary~~of its Subsidiaries, (D) exercise any voting rights granted or appurtenant to such ~~capital stock~~ Capital Stock of any Special Purpose Subsidiary or any other instrument or (E) enforce any right that the holder of any such ~~capital stock~~ Capital Stock of any Special Purpose Subsidiary or any other instrument might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Special Purpose Subsidiary and (ii) the Note Collateral Agent and the other Secured Parties hereby waive and release any right to (A) require that any Special Purpose Subsidiary be in any manner merged, combined, collapsed or consolidated with or into the ~~Parent Borrower~~ Company or any ~~other Subsidiary~~of its Subsidiaries, including by way of substantive consolidation in a bankruptcy case or similar proceeding, (B) require that the status of any Special Purpose Subsidiary as a separate entity be in any respect disregarded, (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any securitization assets from the ~~Parent Borrower~~ Company or any ~~Subsidiary~~ of its Subsidiaries to any Special Purpose Subsidiary, whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution” or (D) contest or challenge, or join any other Person in contesting or challenging, any agreement pursuant to which any assets are leased by any Special Purpose Subsidiary to any ~~Loan~~ Note Party as other than a “true lease.” The Note Collateral Agent and each Secured Party agree and acknowledge that each of (x) each Enhancement Provider (as defined in each of (a) the Amended and Restated Base Indenture, dated as of October 31, 2014 (as the same may be amended from time to time), by and between Hertz Vehicle Financing II LP and The Bank of New York Mellon Trust Company, N.A. (“BNY”), as trustee, and (b) the Fourth Amended and Restated Base Indenture, dated as of November 25, 2013 (as the same may be amended from time to time), by and between Hertz Vehicle Financing LLC and BNY, as trustee) and (y) any agent and/or trustee acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary is an express third party beneficiary with respect to this Section ~~6.9(a)~~ 6.9 and each such person shall have the right to enforce compliance by the Note Collateral Agent and any other Secured Party with this Section 6.9. (b) Upon the transfer by the ~~Parent Borrower~~ Company or any ~~Subsidiary~~ of its Subsidiaries (other than a Special Purpose Subsidiary) of securitization assets to a Special Purpose Subsidiary in a securitization as permitted under this Agreement, any Liens with respect to such securitization assets arising under the ~~Credit Agreement~~ Indenture or any Note Security Documents shall automatically be released (and the ~~Canadian~~ Note Collateral Agent is hereby authorized to execute and enter into any such releases and other documents as the ~~Parent Borrower~~ Company may reasonably request in order to give effect thereto). (c) ~~The Collateral Agent,~~ Each of the ~~Canadian~~ Note Collateral Agent and each of the ~~Lenders~~ other Secured Parties shall take no action related to the Collateral that would cause any Special Purpose Subsidiary to breach any of its covenants in its certificate of formation, limited liability company agreement or in any other documents governing the related Special Purpose Financing or to be unable to make any representation in any such document. (d) ~~The Collateral Agent,~~ Each of the ~~Canadian~~ Note Collateral Agent and each of the Secured Parties ~~acknowledge~~ acknowledges that ~~they have~~ it has no interest in, and will not assert any interest in, the assets owned by any Special Purpose Subsidiary, or any assets leased by any Special Purpose Subsidiary to any ~~Loan Party~~ Note Party, other than, following a transfer of any pledged equity interest or pledged stock to the Note Collateral Agent in connection with any exercise of remedies pursuant to this Agreement, the right to receive lawful dividends or other distributions when paid by any such Special Purpose Subsidiary from lawful sources and in accordance with the documents governing the related Special Purpose Financing and the rights of a member of such Special Purpose Subsidiary. (e) Without limiting the foregoing, the ~~Canadian~~ Note Collateral Agent and the ~~Lenders~~ Secured Parties agree, to the extent required by Xxxxx’x, S&P or any rating agency in connection with a Special Purpose Financing involving a Special Purpose Subsidiary the Capital Stock of which constitutes Pledged Collateral hereunder, to act in accordance with clauses (c) and (d) above with respect to such Capital Stock and such Special Purpose Financing.

Appears in 1 contract

Samples: Collateral Agreement (Hertz Corp)

Certain Undertakings with Respect to Special Purpose Subsidiaries. (a) The Collateral Agent and each Secured Party agrees that, prior to the date that is one year and one day after the payment in full of all of the obligations of each Special Purpose Subsidiary in connection with and under each securitization with respect to which any Special Purpose Subsidiary is a party, (i) the Collateral Agent and other Secured Parties shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Special Purpose Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding under the laws of the United States or any State thereof or of any foreign jurisdiction, (B) transfer and register the capital stock of any Special Purpose Subsidiary or any other instrument in the name of the Collateral Agent or a Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of the Parent Borrower or any other Subsidiary, (D) exercise any voting rights granted or appurtenant to such capital stock of any Special Purpose Subsidiary or any other instrument or (E) enforce any right that the holder of any such capital stock of any Special Purpose Subsidiary or any other instrument might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Special Purpose Subsidiary and (ii) the Collateral Agent and the other Secured Parties hereby waive and release any right to (A) require that any Special Purpose Subsidiary be in any manner merged, combined, collapsed or consolidated with or into the Parent Borrower or any other Subsidiary, including by way of substantive consolidation in a bankruptcy case or similar proceeding, (B) require that the status of any Special Purpose Subsidiary as a separate entity be in any respect disregarded, (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any securitization assets from the Parent Borrower or any Subsidiary to any Special Purpose ~~Subsidiary~~Subsidiary (including without limitation with respect to HVF, any such transfer pursuant to the Purchase Agreement (as defined in the ABS Indenture, as defined below)), whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution” or (D) contest or challenge, or join any other Person in contesting or challenging, any agreement pursuant to which any assets are leased by any Special Purpose Subsidiary to any Loan Party (including without limitation, with respect to HVF, the HVF Lease and any Segregated Series Lease (in each case as defined in the ABS Base Indenture, as defined below)) as other than a “true lease.” The Collateral Agent and each Secured Party agree and acknowledge that each of (x) The Bank of New York Mellon Trust Company, N.A., as trustee (together with its successors and assigns, the “ABS Trustee”) under that certain Third Amended and Restated Base Indenture, dated as of September 18, 2009, as amended by that certain Supplemental Indenture No. 1, dated as of December 21, 2010 (as the same may be amended from time to time, the “ABS Base Indenture”), by and between Hertz Vehicle Financing LLC (“HVF”) and the ABS Trustee, and under that certain Third Amended and Restated Collateral Agency Agreement, dated as of September 18, 2009, as amended by that certain Amendment No. 1, dated as of December 21, 2010 (as the same may be amended from time to time, the “ABS Collateral Agency Agreement”), by and among HVF, Hertz General Interest LLC, the Parent Borrower, as servicer and a secured party, the ABS Trustee and The Bank of New York Mellon Trust Company, N.A., as collateral agent (together with its successors and assigns, the “ABS Collateral Agent”), acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary, (y) each Enhancement Provider (as defined in the ABS Base Indenture) that has an express right to the collateral under the ABS Base Indenture or the ABS Collateral Agency Agreement and (z) any other agent and/or trustee acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary is an express third party beneficiary with respect to this Section 6.9(a) and each such person shall have the right to enforce compliance by the Collateral Agent and any other Secured Party with this Section 6.9. (b) Up Upon the transfer by the Parent Borrower or any Subsidiary (other than a Special Purpose Subsidiary) of securitization assets to a Special Purpose Subsidiary in a securitization as permitted under this Agreement, any Liens with respect to such securitization assets arising under the Credit Agreement or any Security Documents shall automatically be released (and the ~~Canadian~~ Collateral Agent is hereby authorized to execute and enter into any such releases and other documents as the Parent Borrower may reasonably request in order to give effect thereto). (c) The ~~Collateral Agent, the Canadian~~ Collateral Agent and the Lenders shall take no action related to the Collateral that would cause any Special Purpose Subsidiary to breach any of its covenants in its certificate of formation, limited liability company agreement or in any other documents governing the related Special Purpose Financing (including, with respect to HVF and Hertz Vehicles LLC, any Related Document (as defined in the ABS Base Indenture)) or to be unable to make any representation in any such document. (d) The ~~Collateral Agent, the Canadian~~ Collateral Agent and the Secured Parties acknowledge that they have no interest in, and will not assert any interest in, the assets owned by any Special Purpose Subsidiary, or any assets leased by any Special Purpose Subsidiary to any Loan Party (including without limitation, with respect to HVF, (I) any Rental Car Vehicle subject to the HVF Lease or any Segregated Series Lease (in each case as defined in the ABS Base Indenture), (II) any other Indenture Collateral (as defined in the ABS Base Indenture) or similar collateral relating to any Segregated Series (as defined in the ABS Base Indenture) and (III) any HVF Vehicle Collateral or any HVF Segregated Series Vehicle Collateral (in each case as defined in the ABS Collateral Agency Agreement)) other than, following a transfer of any pledged equity interest or pledged stock to the Collateral Agent in connection with any exercise of remedies pursuant to this Agreement, the right to receive lawful dividends or other distributions when paid by any such Special Purpose Subsidiary from lawful sources and in accordance with the documents governing the related Special Purpose Financing (including, with respect to HVF, the Related Documents (as defined in the ABS Base Indenture)) and the rights of a member of such Special Purpose Subsidiary. (e) Without limiting the foregoing, the ~~Canadian~~ Collateral Agent and the Lenders agree, to the extent required by ~~Xxxxx’x~~Mxxxx’x, S&P or any rating agency in connection with a Special Purpose Financing involving a Special Purpose Subsidiary the Capital Stock of which constitutes Pledged Collateral hereunder, to act in accordance with clauses (c) and (d) above with respect to such Capital Stock and such Special Purpose Financing.

Appears in 1 contract

Samples: u.s. Guarantee and Collateral Agreement (Hertz Global Holdings Inc)

Certain Undertakings with Respect to Special Purpose Subsidiaries. (a) The Collateral Agent and each Secured Party agrees that, prior to the date that is one year and one day after the payment in full of all of the obligations of ~~each~~ any Special Purpose Subsidiary in connection with and under ~~each securitization with respect to which any Special Purpose Subsidiary is~~ a ~~party~~securitization, (i) the Collateral Agent and other Secured Parties shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Special Purpose Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding ~~or other similar proceeding~~ under the laws of the United States or any State ~~thereof or of any foreign jurisdiction~~thereof, (B) transfer and register the capital stock of any Special Purpose Subsidiary or any other instrument in the name of the Collateral Agent or a Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of the Parent Borrower or any other Subsidiary, (D) exercise any voting rights granted or appurtenant to such capital stock of any Special Purpose Subsidiary or any other instrument or (E) enforce any right that the holder of any such capital stock of any Special Purpose Subsidiary or any other instrument might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Special Purpose Subsidiary and (ii) the Collateral Agent and ~~the~~ other Secured Parties hereby waive and release any right to require (A) ~~require~~ that any Special Purpose Subsidiary be in any manner merged, combined, collapsed or consolidated with or into the Parent Borrower or any other Subsidiary, including by way of substantive consolidation in a bankruptcy case or ~~similar proceeding,~~ (B) ~~require~~ that the status of any Special Purpose Subsidiary as a separate entity be in any respect disregarded, (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any securitization assets from the Parent Borrower or any Subsidiary to any Special Purpose Subsidiary, whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution” or (D) contest or challenge, or join any other Person in contesting or challenging, any agreement pursuant to which any assets are leased by any Special Purpose Subsidiary to any Loan Party as other than a “true lease.” . The Collateral Agent and each Secured Party agree and acknowledge that each of (x) BNY Midwest Trust Company, as trustee (together with its successors and assigns, the “ABS Trustee”) under that certain Amended and Restated Base Indenture, dated as of December 21, 2005 (as the same may be amended from time to time, the “ABS Base Indenture”), by and between Hertz Vehicle Financing LLC (“HVF”) and the ABS Trustee, and under that certain Amended and Restated Collateral Agency Agreement, dated as of December 21, 2005 (the “ABS Collateral Agency Agreement”), by and among HVF, Hertz General Interest LLC, the Parent Borrower, as servicer and a secured party, the Trustee and BNY Midwest Trust Company, as collateral agent (together with its successors and assigns, the “ABS Collateral Agent”), acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary, (y) each Enhancement Provider (as defined in the ABS Base Indenture on the date hereof) that has an express right to the collateral under the ABS Base Indenture or the ABS Collateral Agency Agreement and (z) the agent ~~and/or trustee~~ acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary is an express third party beneficiary with respect to this ~~Section~~ subsection 6.9(a) and each such person shall have the right to enforce compliance by the Collateral Agent and any other Secured Party with this ~~Section~~ subsection 6.9. (b) Upon the transfer by the Parent Borrower or any Subsidiary (other than a Special Purpose Subsidiary) of securitization assets to a Special Purpose Subsidiary in a securitization as permitted under this Agreement, any Liens with respect to such securitization assets arising under the Credit Agreement or any Security Documents shall automatically be released (and the ~~Canadian~~ Collateral Agent is hereby authorized to execute and enter into any such releases and other documents as the Parent Borrower may reasonably request in order to give effect thereto). (c) The Collateral ~~Agent, the Canadian Collateral~~ Agent and the Lenders shall take no action related to the Collateral that would cause ~~any Special Purpose Subsidiary~~ HVF to breach any of its covenants in its certificate of formation, limited liability company agreement or in any other ~~documents governing~~ Related Document (as defined in the ~~related Special Purpose Financing or to be unable to make any representation in any such document~~ABS Base Indenture on the date hereof). (d) The Collateral ~~Agent, the Canadian Collateral~~ Agent and the ~~Secured Parties~~ Lenders acknowledge that they have no interest in, and will not assert any interest in, the assets owned by HVF (including without limitation any ~~Special Purpose Subsidiary,~~ Rental Car Vehicle subject to the HVF Lease (as in effect and as defined in the ABS Base Indenture on the date hereof) or any ~~assets leased~~ other Indenture Collateral (as defined in the ABS Base Indenture on the date hereof) or any HVF Vehicle Collateral (as defined in the Amended and Restated Collateral Agency Agreement, dated as of December 21, 2005, by ~~any Special Purpose Subsidiary to any Loan Party~~ and among the Parent Borrower, as servicer and as a secured party, HVF, as a grantor, Hertz General Interest LLC, as a grantor, the Trustee, as a secured party, and BNY Midwest Trust Company, as collateral agent (the “Collateral Agency Agreement”))) other than, following a transfer of any pledged equity interest or pledged stock to the Collateral Agent in connection with any exercise of remedies pursuant to this Agreement, the right to receive lawful dividends or other distributions when paid by ~~any such Special Purpose Subsidiary~~ HVF from lawful sources and in accordance with the ~~documents governing~~ Related Documents (as defined in the ~~related Special Purpose Financing~~ ABS Base Indenture on the date hereof) and the rights of a member of ~~such Special Purpose Subsidiary~~HVF. (e) ~~Without limiting the foregoing, the Canadian~~ The Collateral Agent and the Lenders agree, to the extent required by Xxxxx’x, S&P or any rating agency in connection with a Special Purpose Financing involving a Special Purpose Subsidiary the Capital Stock of which constitutes Pledged Collateral hereunder, to act in accordance with clauses (c) and (d) above with respect to such Capital Stock and such Special Purpose Financing. (f) Notwithstanding anything to the contrary contained herein, this subsection 6.9 may not be amended, waived or otherwise modified in any manner adverse to the ABS Collateral Agent, the agent acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary or the holders of the related securitization indebtedness without the written consent of the ABS Trustee or such other agent.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hertz Corp)

Certain Undertakings with Respect to Special Purpose Subsidiaries. (a) The Collateral Agent and each Secured Party agrees that, prior to the date that is one year and one day after the payment in full of all of the obligations of each Special Purpose Subsidiary (including, without limitation, each Securitization Subsidiary) in connection with and under each securitization with respect to which any Special Purpose Subsidiary is a party, (i) the Collateral Agent and other Secured Parties shall not be ~~entitled, whether before or after the occurrence of~~ entitled at any ~~Event of Default,~~ time to (A) institute against, or join any other Person in instituting against, any Special Purpose Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding under the laws of the United States or any State thereof or of any foreign jurisdiction, (B) transfer and register the ~~capital stock~~ Capital Stock of any Special Purpose Subsidiary or any other instrument in the name of the Collateral Agent or a Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of the Parent Borrower or any ~~other Subsidiary~~of its Subsidiaries, (D) exercise any voting rights granted or appurtenant to such ~~capital stock~~ Capital Stock of any Special Purpose Subsidiary or any other instrument or (E) enforce any right that the holder of any such ~~capital stock~~ Capital Stock of any Special Purpose Subsidiary or any other instrument might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Special Purpose Subsidiary and (ii) the Collateral Agent and the other Secured Parties hereby waive and release any right to (A) require that any Special Purpose Subsidiary be in any manner merged, combined, collapsed or consolidated with or into the Parent Borrower or any ~~other Subsidiary~~of its Subsidiaries, including by way of substantive consolidation in a bankruptcy case or similar proceeding, (B) require that the status of any Special Purpose Subsidiary as a separate entity be in any respect disregarded, (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any securitization assets from the Parent Borrower or any ~~Subsidiary~~ of its Subsidiaries to any Special Purpose Subsidiary, whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution” or (D) contest or challenge, or join any other Person in contesting or challenging, any agreement pursuant to which any assets are leased by any Special Purpose Subsidiary to any ~~Loan Party~~ Person as other than a “true lease.” The Collateral Agent and each Secured Party agree and acknowledge that any agent and/or trustee acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary is an express third party beneficiary with respect to this Section 6.9(a) and each such person shall have the right to enforce compliance by the Collateral Agent and any other Secured Party with this Section 6.9.” (b) Upon the transfer by the Parent Borrower or any ~~Subsidiary~~ of its Subsidiaries (other than a Special Purpose Subsidiary) of securitization assets to a Special Purpose Subsidiary in a securitization as permitted under this Agreement, any Liens with respect to such securitization assets arising under the Credit Agreement or any Security Documents shall automatically be released (and the ~~Canadian~~ Collateral Agent is hereby authorized to execute and enter into any such releases and other documents as the Parent Borrower may reasonably request in order to give effect thereto). (c) ~~The Collateral Agent,~~ Each of the ~~Canadian~~ Collateral Agent and each of the ~~Lenders~~ other Secured Parties shall take no action related to the Collateral that would cause any Special Purpose Subsidiary to breach any of its covenants in its certificate of formation, limited liability company agreement or in any other documents governing the related Special Purpose Financing or to be unable to make any representation in any such document. (d) ~~The Collateral Agent,~~ Each of the ~~Canadian~~ Collateral Agent and each of the Secured Parties ~~acknowledge~~ acknowledges that ~~they have~~ it has no interest in, and will not assert any interest in, the assets owned by any Special Purpose Subsidiary, or any assets leased by any Special Purpose Subsidiary to any ~~Loan Party~~ Person, other than, following a transfer of any pledged equity interest or pledged stock to the Collateral Agent in connection with any exercise of remedies pursuant to this Agreement, the right to receive lawful dividends or other distributions when paid by any such Special Purpose Subsidiary from lawful sources and in accordance with the documents governing the related Special Purpose Financing and the rights of a member of such Special Purpose Subsidiary. (e) Without limiting the foregoing, the ~~Canadian~~ Collateral Agent and the ~~Lenders~~ Secured Parties agree, to the extent required by Xxxxx’x, S&P or any rating agency in connection with a Special Purpose Financing involving a Special Purpose Subsidiary the Capital Stock of which constitutes Pledged Collateral hereunder, to act in accordance with clauses (c) and (d) above with respect to such Capital Stock and such Special Purpose Financing. (f) The Collateral Agent and each Secured Party agree and acknowledge that each of (x) each Enhancement Provider (as defined in the HVF III Base Indenture) and (y) any agent and/or trustee acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary is an express third party beneficiary with respect to this Section 6.9 and each such person shall have the right to enforce compliance by the Collateral Agent and any other Secured Party with this Section 6.9 (this Section 6.9, the “Required Standstill Provisions”)

Appears in 1 contract

Samples: Credit Agreement (Hertz Corp)

Certain Undertakings with Respect to Special Purpose Subsidiaries. ~~(a)~~ The Common Collateral Agent and each Secured Party agrees that, prior to the date that is one year and one day after the payment in full of all of the obligations of each Special Purpose Subsidiary in connection with and under each securitization with respect to which any Special Purpose Subsidiary is a party, (i) the Common Collateral Agent and other Secured Parties shall not be ~~entitled, whether before or after the occurrence of~~ entitled at any ~~Event of Default,~~ time to (A) institute against, or join any other Person in instituting against, any Special Purpose Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding under the laws of the United States or any State thereof or of any foreign jurisdiction, (B) transfer and register the ~~capital stock~~ Capital Stock of any Special Purpose Subsidiary or any other instrument in the name of the Common Collateral Agent or a Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of the Parent Borrower or any ~~other Subsidiary~~of its Subsidiaries, (D) exercise any voting rights granted or appurtenant to such ~~capital stock~~ Capital Stock of any Special Purpose Subsidiary or any other instrument or (E) enforce any right that the holder of any such ~~capital stock~~ Capital Stock of any Special Purpose Subsidiary or any other instrument might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Special Purpose Subsidiary and (ii) the Common Collateral Agent and the other Secured Parties hereby waive and release any right to (A) require that any Special Purpose Subsidiary be in any manner merged, combined, collapsed or consolidated with or into the Parent Borrower or any ~~other Subsidiary~~of its Subsidiaries, including by way of substantive consolidation in a bankruptcy case or similar proceeding, (B) require that the status of any Special Purpose Subsidiary as a separate entity be in any respect disregarded, (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any securitization assets from the Parent Borrower or any ~~Subsidiary~~ of its Subsidiaries to any Special Purpose Subsidiary, whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution” or (D) contest or challenge, or join any other Person in contesting or challenging, any agreement pursuant to which any assets are leased by any Special Purpose Subsidiary to any ~~Loan Party~~ Person as other than a “true lease.” The Common Collateral Agent and each Secured Party agree and acknowledge that each of (x) each Enhancement Provider (as defined in each of (a) the Amended and Restated Base Indenture, dated as of October 31, 2014 (as the same may be amended from time to time), by and between Hertz Vehicle Financing II LP and The Bank of New York Mellon Trust Company, N.A. (“BNY”), as trustee, and (b) the Fourth Amended and Restated Base Indenture, dated as of November 25, 2013 (as the same may be amended from time to time), by and between Hertz Vehicle Financing LLC and BNY, as trustee) and (y) any agent and/or trustee acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary is an express third party beneficiary with respect to this Section ~~6.9(a)~~ 6.9 and each such person shall have the right to enforce compliance by the Common Collateral Agent and any other Secured Party with this Section 6.9. (b) Upon the transfer by the Parent Borrower or any Subsidiary (other than a Special Purpose Subsidiary) of securitization assets to a Special Purpose Subsidiary in a securitization as permitted under this Agreement, any Liens with respect to such securitization assets arising under the Credit Agreement or any Security Documents shall automatically be released (and the Canadian Collateral Agent is hereby authorized to execute and enter into any such releases and other documents as the Parent Borrower may reasonably request in order to give effect thereto). (c) The Collateral Agent, the Canadian Collateral Agent and the Lenders shall take no action related to the Collateral that would cause any Special Purpose Subsidiary to breach any of its covenants in its certificate of formation, limited liability company agreement or in any other documents governing the related Special Purpose Financing or to be unable to make any representation in any such document. (d) The Collateral Agent, the Canadian Collateral Agent and the Secured Parties acknowledge that they have no interest in, and will not assert any interest in, the assets owned by any Special Purpose Subsidiary, or any assets leased by any Special Purpose Subsidiary to any Loan Party other than, following a transfer of any pledged equity interest or pledged stock to the Collateral Agent in connection with any exercise of remedies pursuant to this Agreement, the right to receive lawful dividends or other distributions when paid by any such Special Purpose Subsidiary from lawful sources and in accordance with the documents governing the related Special Purpose Financing and the rights of a member of such Special Purpose Subsidiary. (e) Without limiting the foregoing, the Canadian Collateral Agent and the Lenders agree, to the extent required by Xxxxx’x, S&P or any rating agency in connection with a Special Purpose Financing involving a Special Purpose Subsidiary the Capital Stock of which constitutes Pledged Collateral hereunder, to act in accordance with clauses (c) and (d) above with respect to such Capital Stock and such Special Purpose Financing.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hertz Corp)

Certain Undertakings with Respect to Special Purpose Subsidiaries. (a) The Collateral Agent and each Secured Party agrees that, prior to the date that is one year and one day after the payment in full of all of the obligations of ~~each~~ any Special Purpose Subsidiary in connection with and under ~~each securitization with respect to which any Special Purpose Subsidiary is~~ a ~~party~~securitization, (i) the Collateral Agent and other Secured Parties shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Special Purpose Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding ~~or other similar proceeding~~ under the laws of the United States or any State ~~thereof or of any foreign jurisdiction~~thereof, (B) transfer and register the capital stock of any Special Purpose Subsidiary or any other instrument in the name of the Collateral Agent or a Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of ~~the Parent~~ any Borrower or any other Subsidiary, (D) exercise any voting rights granted or appurtenant to such capital stock of any Special Purpose Subsidiary or any other instrument or (E) enforce any right that the holder of any such capital stock of any Special Purpose Subsidiary or any other instrument might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Special Purpose Subsidiary and (ii) the Collateral Agent and ~~the~~ other Secured Parties hereby waive and release any right to require (A) ~~require~~ that any Special Purpose Subsidiary be in any manner merged, combined, collapsed or consolidated with or into ~~the Parent~~ any Borrower or any other Subsidiary, including by way of substantive consolidation in a bankruptcy case or ~~similar proceeding,~~ (B) ~~require~~ that the status of any Special Purpose Subsidiary as a separate entity be in any respect disregarded, (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any securitization assets from the Parent Borrower or any Subsidiary to any Special Purpose Subsidiary, whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution” or (D) contest or challenge, or join any other Person in contesting or challenging, any agreement pursuant to which any assets are leased by any Special Purpose Subsidiary to any Loan Party as other than a “true lease.” . The Collateral Agent and each Secured Party agree and acknowledge that each of (x) BNY Midwest Trust Company, as trustee (together with its successors and assigns, the “ABS Trustee”) under that certain Amended and Restated Base Indenture, dated as of December 21, 2005 (as the same may be amended from time to time, the “ABS Base Indenture”), by and between Hertz Vehicle Financing LLC (“HVF”) and the ABS Trustee, and under that certain Amended and Restated Collateral Agency Agreement, dated as of December 21, 2005 (as the same may be amended from time to time, the “ABS Collateral Agency Agreement”), by and among HVF, Hertz General Interest LLC, the Parent Borrower, as servicer and a secured party, the Trustee and BNY Midwest Trust Company, as collateral agent (together with its successors and assigns, the “ABS Collateral Agent”), acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary, (y) each Enhancement Provider (as defined in the ABS Base Indenture on the date hereof) that has an express right to the collateral under the ABS Base Indenture or the ABS Collateral Agency Agreement and (z) the agent ~~and/or trustee~~ acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary is an express third party beneficiary with respect to this ~~Section~~ subsection 6.9(a) and each such person shall have the right to enforce compliance by the Collateral Agent and any other Secured Party with this ~~Section~~ subsection 6.9. (b) Upon the transfer by ~~the Parent~~ any Borrower or any Subsidiary (other than a Special Purpose Subsidiary) of securitization assets to a Special Purpose Subsidiary in a securitization as permitted under this Agreement, any Liens with respect to such securitization assets arising under the Credit Agreement or any Security Documents shall automatically be released (and the ~~Canadian~~ Collateral Agent is hereby authorized to execute and enter into any such releases and other documents as the Parent Borrower may reasonably request in order to give effect thereto). (c) The Collateral ~~Agent, the Canadian Collateral~~ Agent and the Lenders shall take no action related to the Collateral that would cause ~~any Special Purpose Subsidiary~~ HVF to breach any of its covenants in its certificate of formation, limited liability company agreement or in any other ~~documents governing~~ Related Document (as defined in the ~~related Special Purpose Financing or to be unable to make any representation in any such document~~ABS Base Indenture on the date hereof). (d) The Collateral ~~Agent, the Canadian Collateral~~ Agent and the ~~Secured Parties~~ Lenders acknowledge that they have no interest in, and will not assert any interest in, the assets owned by HVF (including without limitation any ~~Special Purpose Subsidiary,~~ Rental Car Vehicle subject to the HVF Lease (as in effect and as defined in the ABS Base Indenture on the date hereof) or any ~~assets leased~~ other Indenture Collateral (as defined in the ABS Base Indenture on the date hereof) or any HVF Vehicle Collateral (as defined in the Amended and Restated Collateral Agency Agreement, dated as of December 21, 2005, by ~~any Special Purpose Subsidiary to any Loan Party~~ and among the Parent Borrower, as servicer and as a secured party, HVF, as a grantor, Hertz General Interest LLC, as a grantor, the Trustee, as a secured party, and BNY Midwest Trust Company, as collateral agent (the “Collateral Agency Agreement”))) other than, following a transfer of any pledged equity interest or pledged stock to the Collateral Agent in connection with any exercise of remedies pursuant to this Agreement, the right to receive lawful dividends or other distributions when paid by ~~any such Special Purpose Subsidiary~~ HVF from lawful sources and in accordance with the ~~documents governing~~ Related Documents (as defined in the ~~related Special Purpose Financing~~ ABS Base Indenture on the date hereof) and the rights of a member of ~~such Special Purpose Subsidiary~~HVF. (e) ~~Without limiting the foregoing, the Canadian~~ The Collateral Agent and the Lenders agree, to the extent required by Xxxxx’x, S&P or any rating agency in connection with a Special Purpose Financing involving a Special Purpose Subsidiary the Capital Stock of which constitutes Pledged Collateral hereunder, to act in accordance with clauses (c) and (d) above with respect to such Capital Stock and such Special Purpose Financing. (f) Notwithstanding anything to the contrary contained herein, this subsection 6.9 may not be amended, waived or otherwise modified in any manner adverse to the ABS Collateral Agent, the agent acting on behalf of the holders of securitization indebtedness of any Special Purpose Subsidiary or the holders of the related securitization indebtedness without the written consent of the ABS Trustee or such other agent.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hertz Corp)

Common use of Certain Undertakings with Respect to Special Purpose Subsidiaries Clause in Contracts