Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 2011-1 Letter of Credit Provider to issue the Series 2011-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 2011-1 Letter of Credit): (i) On the date of issuance of the Series 2011-1 Letter of Credit, each condition precedent to the issuance of the Series 2011-1 Letter of Credit set forth in Sections 5.01 and 5.02 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference). (ii) On the date of issuance of the Series 2011-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 2011-1 Letter of Credit. (iii) On the date of issuance of the Series 2011-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 2011-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement. (iv) [Reserved]. (v) The Series 2011-1 Letter of Credit Provider shall have received the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereof, covering such matters as the Series 2011-1 Letter of Credit Provider may reasonably request. (vi) The Series 2011-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 2011-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party. (vii) The Series 2011-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 2011-1 Letter of Credit Provider. (viii) On the date of issuance of the Series 2011-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 2011-1 Letter of Credit, there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder. (ix) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 2011-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 2011-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 2011-1 Letter of Credit or the transactions contemplated hereby or thereby. (x) The Series 2011-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 2011-1 Letter of Credit Provider may reasonably request. (xi) The following shall be true and correct (and the Series 2011-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following): (A) [Reserved]. (B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 2011-1 Notes except as permitted under the Related Documents. (C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs. (xii) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 2011-1 Noteholders, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 2011-1 Notes in accordance with the terms of the Series 2011-1 Supplement. (xiii) [Reserved]. (xiv) The Series 2011-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) and 11.04(a) thereof, and all reasonable legal fees and expenses. (b) The following constitute conditions precedent to the obligation of the Series 2011-1 Letter of Credit Provider to extend the Series 2011-1 Letter of Credit Expiration Date or increase the Series 2011-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 2011-1 Letter of Credit): (i) On the date of extension or increase, each condition precedent to the issuance of the Series 2011-1 Letter of Credit set forth in Section 5.02 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference). (ii) On the date of extension or increase with respect to the Series 2011-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 2011-1 Letter of Credit. (iii) On the date of extension or increase with respect to the Series 2011-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 2011-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement. (iv) [Reserved]. (v) On the date of extension or increase with respect to the Series 2011-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 2011-1 Letter of Credit, there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder. (vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 2011-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 2011-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 2011-1 Letter of Credit or the transactions contemplated hereby or thereby. (vii) The Series 2011-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 2011-1 Letter of Credit Provider may reasonably request. (viii) The following shall be true and correct (and the Series 2011-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following): (A) [Reserved]. (B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 2011-1 Notes except as permitted under the Related Documents. (C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs. (ix) The Master Collateral Agent, for the benefit of the Series 2011-1 Noteholders, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 2011-1 Notes in accordance with the terms of the Series 2011-1 Supplement. (x) [Reserved]. (xi) The Series 2011-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) and 11.04(a) thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20112006-1 Letter of Credit Provider to issue the Series 20112006-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20112006-1 Letter of Credit):
(i) On the date of issuance of the Series 20112006-1 Letter of Credit, each condition precedent to the issuance of the Series 20112006-1 Letter of Credit set forth in Sections 5.01 and 5.02 Section 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20112006-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20112006-1 Letter of Credit.
(iii) On the date of issuance of the Series 20112006-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112006-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 20112006-1 Letter of Credit Provider shall have received as of the date of issuance of the Series 2006-1 Letter of Credit a copy of the confirmation letter from each of S&P, Xxxxx’x and Fitch to the effect that the Series 2006-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch which ratings shall be in full force and effect.
(v) The Series 2006-1 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereofSeries 2006-1 Closing Date, covering such matters as the Series 20112006-1 Letter of Credit Provider may reasonably request, (B) copies of any representation letters or certificates (or similar documents) provided to the Trustee, the Series 2006-1 Insurer, any of the Lessees, DTAG or RCFC and (C) copies of all opinions delivered to the Trustee or the Series 2006-1 Insurer, as an addressee or with reliance letters.
(vi) The Series 20112006-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof Series 2006-1 Closing Date by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 20112006-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(vii) The Series 20112006-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20112006-1 Letter of Credit Provider.
(viii) On the date of issuance of the Series 20112006-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20112006-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement) there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could would be reasonably be expected likely to result in a material adverse change in the business, operations, property, assets, liabilities or liabilities, condition (financial or otherwise) ), or prospects of DTAG and the Lessees, taken as a whole, since December 31, 2010 2005 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ix) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20112006-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112006-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112006-1 Letter of Credit or the transactions contemplated hereby or thereby.
(x) The Series 20112006-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112006-1 Letter of Credit Provider may reasonably request.
(xi) The following shall be true and correct (and the Series 20112006-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112006-1 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xii) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20112006-1 NoteholdersNoteholders and the Series 2006-1 Insurer, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112006-1 Notes in accordance with the terms of the Series 20112006-1 Supplement.
(xiii) [Reserved]The Series 2006-1 Letter of Credit Provider shall have consented to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.
(xiv) The Series 20112006-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 20112006-1 Letter of Credit Provider to extend the Series 20112006-1 Letter of Credit Expiration Date or increase the Series 20112006-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 20112006-1 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 20112006-1 Letter of Credit set forth in Section 5.02 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 20112006-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112006-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 20112006-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112006-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved]The Series 2006-1 Letter of Credit Provider shall have received as of the date of such increase or extension of the Series 2006-1 Letter of Credit a copy of the confirmation letter from each of S&P, Xxxxx’x and Fitch to the effect that the Series 2006-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch which ratings shall be in full force and effect.
(v) On the date of extension or increase with respect to the Series 20112006-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112006-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could would be reasonably be expected likely to result in a material adverse change in the business, operations, property, assets, liabilities or liabilities, condition (financial or otherwise) ), or prospects of DTAG and the Lessees, taken as a whole, since December 31, 20102005, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 20112006-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112006-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112006-1 Letter of Credit or the transactions contemplated hereby or thereby.
(vii) The Series 20112006-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112006-1 Letter of Credit Provider may reasonably request.
(viii) The following shall be true and correct (and the Series 20112006-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112006-1 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ix) The Master Collateral Agent, for the benefit of the Series 20112006-1 NoteholdersNoteholders and the Series 2006-1 Insurer, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112006-1 Notes in accordance with the terms of the Series 20112006-1 Supplement.
(x) [Reserved]The Series 2006-1 Letter of Credit Provider shall continue to consent to the composition of the Board of Directors of RCFC (including the Independent Directors), which consent shall not be unreasonably withheld.
(xi) The Series 20112006-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20112001-1 Letter of Credit Provider to issue the Series 20112001-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20112001-1 Letter of Credit):
(i) On the date of issuance of the Series 20112001-1 Letter of Credit, each condition precedent to the issuance of the Series 20112001-1 Letter of Credit set forth in Sections 5.01 and 5.02 Section 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20112001-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20112001-1 Letter of Credit.
(iii) On the date of issuance of the Series 20112001-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112001-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 20112001-1 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereofSeries 2001-1 Closing Date, covering such matters as the Series 20112001-1 Letter of Credit Provider may reasonably request, (B) copies of any representation letters or certificates (or similar documents) provided to the Trustee, the Series 2001-1 Insurer, any of the Lessees, DTAG or RCFC and (C) copies of all opinions delivered to the Trustee or the Series 2001-1 Insurer, as an addressee or with reliance letters.
(viv) The Series 20112001-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof Series 2001-1 Closing Date by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 20112001-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(viivi) The Series 20112001-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20112001-1 Letter of Credit Provider.
(viiivii) On the date of issuance of the Series 20112001-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20112001-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement) there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could would be reasonably be expected likely to result have resulted in a material adverse change in the business, operations, property, assets, liabilities or liabilities, condition (financial or otherwise) ), or prospects of DTAG and the Lessees, taken as a whole, since December 31, 2010 2000 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ixviii) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20112001-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112001-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112001-1 Letter of Credit or the transactions contemplated hereby or thereby.
(xix) The Series 20112001-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112001-1 Letter of Credit Provider may reasonably request.
(xix) The following shall be true and correct (and the Series 20112001-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112001-1 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xiixi) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20112001-1 NoteholdersNoteholders and the Series 2001-1 Insurer, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112001-1 Notes in accordance with the terms of the Series 20112001-1 Supplement.
(xiii) [Reserved].
(xiv) The Series 2011-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) and 11.04(a) thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 2011-1 Letter of Credit Provider to extend the Series 2011-1 Letter of Credit Expiration Date or increase the Series 2011-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 2011-1 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 2011-1 Letter of Credit set forth in Section 5.02 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 2011-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 2011-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 2011-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 2011-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) On the date of extension or increase with respect to the Series 2011-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 2011-1 Letter of Credit, there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 2011-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 2011-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 2011-1 Letter of Credit or the transactions contemplated hereby or thereby.
(vii) The Series 2011-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 2011-1 Letter of Credit Provider may reasonably request.
(viii) The following shall be true and correct (and the Series 2011-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved].
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 2011-1 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ix) The Master Collateral Agent, for the benefit of the Series 2011-1 Noteholders, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 2011-1 Notes in accordance with the terms of the Series 2011-1 Supplement.
(x) [Reserved].
(xi) The Series 2011-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) and 11.04(a) thereof, and all reasonable legal fees and expenses.1
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 2011-1 2 Letter of Credit Provider to issue the Series 2011-1 2 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 2011-1 2 Letter of Credit):
(i) On the date of issuance of the Series 2011-1 2 Letter of Credit, each condition precedent to the issuance of the Series 2011-1 2 Letter of Credit set forth in Sections 5.01 and 5.02 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 2011-1 2 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 2011-1 2 Letter of Credit.
(iii) On the date of issuance of the Series 2011-1 2 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 2011-1 2 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 2011-1 2 Letter of Credit Provider shall have received the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereof, covering such matters as the Series 2011-1 2 Letter of Credit Provider may reasonably request.
(vi) The Series 2011-1 2 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 2011-1 2 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(vii) The Series 2011-1 2 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 2011-1 2 Letter of Credit Provider.
(viii) On the date of issuance of the Series 2011-1 2 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 2011-1 2 Letter of Credit, there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ix) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 2011-1 2 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 2011-1 2 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 2011-1 2 Letter of Credit or the transactions contemplated hereby or thereby.
(x) The Series 2011-1 2 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 2011-1 2 Letter of Credit Provider may reasonably request.
(xi) The following shall be true and correct (and the Series 2011-1 2 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved].
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 2011-1 2 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xii) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 2011-1 2 Noteholders, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 2011-1 2 Notes in accordance with the terms of the Series 2011-1 2 Supplement.
(xiii) [Reserved].
(xiv) The Series 2011-1 2 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) and 11.04(a) thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 2011-1 2 Letter of Credit Provider to extend the Series 2011-1 2 Letter of Credit Expiration Date or increase the Series 2011-1 2 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 2011-1 2 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 2011-1 2 Letter of Credit set forth in Section 5.02 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 2011-1 2 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 2011-1 2 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 2011-1 2 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 2011-1 2 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) On the date of extension or increase with respect to the Series 2011-1 2 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 2011-1 2 Letter of Credit, there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 2011-1 2 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 2011-1 2 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 2011-1 2 Letter of Credit or the transactions contemplated hereby or thereby.
(vii) The Series 2011-1 2 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 2011-1 2 Letter of Credit Provider may reasonably request.
(viii) The following shall be true and correct (and the Series 2011-1 2 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved].
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 2011-1 2 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ix) The Master Collateral Agent, for the benefit of the Series 2011-1 2 Noteholders, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 2011-1 2 Notes in accordance with the terms of the Series 2011-1 2 Supplement.
(x) [Reserved].
(xi) The Series 2011-1 2 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) and 11.04(a) thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20112007-1 Letter of Credit Provider to issue the Series 20112007-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20112007-1 Letter of Credit):
(i) On the date of issuance of the Series 20112007-1 Letter of Credit, each condition precedent to the issuance of the Series 20112007-1 Letter of Credit set forth in Sections 5.01 and 5.02 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20112007-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20112007-1 Letter of Credit.
(iii) On the date of issuance of the Series 20112007-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112007-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 20112007-1 Letter of Credit Provider shall have received the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereof, covering such matters as the Series 20112007-1 Letter of Credit Provider may reasonably request.
(vi) The Series 20112007-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 20112007-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(vii) The Series 20112007-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20112007-1 Letter of Credit Provider.
(viii) On the date of issuance of the Series 20112007-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20112007-1 Letter of Credit, there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ix) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20112007-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112007-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112007-1 Letter of Credit or the transactions contemplated hereby or thereby.
(x) The Series 20112007-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112007-1 Letter of Credit Provider may reasonably request.
(xi) The following shall be true and correct (and the Series 20112007-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved].
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112007-1 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xii) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20112007-1 NoteholdersNoteholders and the Series 2007-1 Insurer, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112007-1 Notes in accordance with the terms of the Series 20112007-1 Supplement.
(xiii) [Reserved].
(xiv) The Series 20112007-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) and 11.04(a) thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 20112007-1 Letter of Credit Provider to extend the Series 20112007-1 Letter of Credit Expiration Date or increase the Series 20112007-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 20112007-1 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 20112007-1 Letter of Credit set forth in Section 5.02 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 20112007-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112007-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 20112007-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112007-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) On the date of extension or increase with respect to the Series 20112007-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112007-1 Letter of Credit, there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 20112007-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112007-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112007-1 Letter of Credit or the transactions contemplated hereby or thereby.
(vii) The Series 20112007-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112007-1 Letter of Credit Provider may reasonably request.
(viii) The following shall be true and correct (and the Series 20112007-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved].
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112007-1 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ix) The Master Collateral Agent, for the benefit of the Series 20112007-1 NoteholdersNoteholders and the Series 2007-1 Insurer, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112007-1 Notes in accordance with the terms of the Series 20112007-1 Supplement.
(x) [Reserved].
(xi) The Series 20112007-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) and 11.04(a) thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20111999-1 Letter of Credit Provider to issue the Series 20111999-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20111999-1 Letter of Credit):
(i) On the date of issuance of the Series 20111999-1 Letter of Credit, each condition precedent to the issuance of the Series 20111999-1 Letter of Credit set forth in Sections 5.01 and 5.02 Section 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20111999-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20111999-1 Letter of Credit.
(iii) On the date of issuance of the Series 20111999-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20111999-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 20111999-1 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereofSeries 1999-1 Closing Date, covering such matters as the Series 20111999-1 Letter of Credit Provider may reasonably requestrequest and (B) copies of any representation letters or certificates (or similar documents) provided to the Trustee, any of the Lessees, DTAG or RCFC.
(viv) The Series 20111999-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof Series 1999-1 Closing Date by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 20111999-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(viivi) The Series 20111999-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20111999-1 Letter of Credit Provider.
(viiivii) On the date of issuance of the Series 20111999-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20111999-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement) there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could would be reasonably be expected likely to result have resulted in a material adverse change in the business, operations, property, assets, liabilities or liabilities, condition (financial or otherwise) ), or prospects of DTAG and the Lessees, taken as a whole, since December 31, 2010 1998 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ixviii) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20111999-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20111999-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20111999-1 Letter of Credit or the transactions contemplated hereby or thereby.
(xix) The Series 20111999-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20111999-1 Letter of Credit Provider may reasonably request.
(xix) The following shall be true and correct (and the Series 20111999-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20111999-1 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xiixi) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20111999-1 Noteholders, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20111999-1 Notes in accordance with the terms of the Series 20111999-1 Supplement.
(xiiixii) [Reserved]The Series 1999-1 Letter of Credit Provider shall consent to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.
(xivxiii) The Series 20111999-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 20111999-1 Letter of Credit Provider to extend the Series 20111999-1 Letter of Credit Expiration Date or increase the Series 20111999-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 20111999-1 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 20111999-1 Letter of Credit set forth in Section 5.02 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 20111999-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20111999-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 20111999-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20111999-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) On the date of extension or increase with respect to the Series 20111999-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20111999-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could would be reasonably be expected likely to result have resulted in a material adverse change in the business, operations, property, assets, liabilities or liabilities, condition (financial or otherwise) ), or prospects of DTAG and the Lessees, taken as a whole, since December 31, 20101998, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(viv) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 20111999-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20111999-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20111999-1 Letter of Credit or the transactions contemplated hereby or thereby.
(viivi) The Series 20111999-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20111999-1 Letter of Credit Provider may reasonably request.
(viiivii) The following shall be true and correct (and the Series 20111999-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20111999-1 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ixviii) The Master Collateral Agent, for the benefit of the Series 20111999-1 Noteholders, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20111999-1 Notes in accordance with the terms of the Series 20111999-1 Supplement.
(x) [Reserved].
(xi) The Series 2011-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) and 11.04(a) thereof, and all reasonable legal fees and expenses.1
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20112004-1 Letter of Credit Provider to issue the Series 20112004-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20112004-1 Letter of Credit):
(i) On the date of issuance of the Series 20112004-1 Letter of Credit, each condition precedent to the issuance of the Series 20112004-1 Letter of Credit set forth in Sections 5.01 6.1 and 5.02 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20112004-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20112004-1 Letter of Credit.
(iii) On the date of issuance of the Series 20112004-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112004-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 20112004-1 Letter of Credit Provider shall have received as of the date of issuance of the Series 2004-1 Letter of Credit a copy of the confirmation letter from each of S&P, Xxxxx’x and Fitch to the effect that the Series 2004-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch which ratings shall be in full force and effect.
(v) The Series 2004-1 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereof, covering such matters as the Series 20112004-1 Letter of Credit Provider may reasonably request, (B) copies of any representation letters or certificates (or similar documents) provided to the Trustee, the Series 2004-1 Insurer, any of the Lessees, DTAG or RCFC and (C) copies of all opinions delivered to the Trustee or the Series 2004-1 Insurer, as an addressee or with reliance letters.
(vi) The Series 20112004-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 20112004-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(vii) The Series 20112004-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20112004-1 Letter of Credit Provider.
(viii) On the date of issuance of the Series 20112004-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20112004-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010 2006 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ix) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20112004-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112004-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112004-1 Letter of Credit or the transactions contemplated hereby or thereby.
(x) The Series 20112004-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112004-1 Letter of Credit Provider may reasonably request.
(xi) The following shall be true and correct (and the Series 20112004-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112004-1 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xii) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20112004-1 NoteholdersNoteholders and the Series 2004-1 Insurer, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112004-1 Notes in accordance with the terms of the Series 20112004-1 Supplement.
(xiii) [Reserved]The Series 2004-1 Letter of Credit Provider shall have consented to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.
(xiv) The Series 20112004-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 20112004-1 Letter of Credit Provider to extend the Series 20112004-1 Letter of Credit Expiration Date or increase the Series 20112004-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 20112004-1 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 20112004-1 Letter of Credit set forth in Section 5.02 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 20112004-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112004-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 20112004-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112004-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved]The Series 2004-1 Letter of Credit Provider shall have received as of the date of such increase or extension of the Series 2004-1 Letter of Credit a copy of the confirmation letter from each of S&P, Xxxxx’x and Fitch to the effect that the Series 2004-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch which ratings shall be in full force and effect.
(v) On the date of extension or increase with respect to the Series 20112004-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112004-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 20102006, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 20112004-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112004-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112004-1 Letter of Credit or the transactions contemplated hereby or thereby.
(vii) The Series 20112004-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112004-1 Letter of Credit Provider may reasonably request.
(viii) The following shall be true and correct (and the Series 20112004-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112004-1 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ix) The Master Collateral Agent, for the benefit of the Series 20112004-1 NoteholdersNoteholders and the Series 2004-1 Insurer, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112004-1 Notes in accordance with the terms of the Series 20112004-1 Supplement.
(x) [Reserved].
(xi) The Series 2011-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) and 11.04(a) thereof, and all reasonable legal fees and expenses.1
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20112010-1 3 Letter of Credit Provider to issue the Series 20112010-1 3 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20112010-1 3 Letter of Credit):
(i) On the date of issuance of the Series 20112010-1 3 Letter of Credit, each condition precedent to the issuance of the Series 20112010-1 3 Letter of Credit set forth in Sections 5.01 and 5.02 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20112010-1 3 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20112010-1 3 Letter of Credit.
(iii) On the date of issuance of the Series 20112010-1 3 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112010-1 3 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 20112010-1 3 Letter of Credit Provider shall have received the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereof, covering such matters as the Series 20112010-1 3 Letter of Credit Provider may reasonably request.
(vi) The Series 20112010-1 3 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 20112010-1 3 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(vii) The Series 20112010-1 3 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20112010-1 3 Letter of Credit Provider.
(viii) On the date of issuance of the Series 20112010-1 3 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20112010-1 3 Letter of Credit, there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ix) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20112010-1 3 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112010-1 3 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112010-1 3 Letter of Credit or the transactions contemplated hereby or thereby.
(x) The Series 20112010-1 3 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112010-1 3 Letter of Credit Provider may reasonably request.
(xi) The following shall be true and correct (and the Series 20112010-1 3 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved].
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112010-1 3 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xii) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20112010-1 3 Noteholders, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112010-1 3 Notes in accordance with the terms of the Series 20112010-1 3 Supplement.
(xiii) [Reserved].
(xiv) The Series 20112010-1 3 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) and 11.04(a) thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 20112010-1 3 Letter of Credit Provider to extend the Series 20112010-1 3 Letter of Credit Expiration Date or increase the Series 20112010-1 3 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 20112010-1 3 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 20112010-1 3 Letter of Credit set forth in Section 5.02 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 20112010-1 3 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112010-1 3 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 20112010-1 3 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112010-1 3 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) On the date of extension or increase with respect to the Series 20112010-1 3 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112010-1 3 Letter of Credit, there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 20112010-1 3 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112010-1 3 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112010-1 3 Letter of Credit or the transactions contemplated hereby or thereby.
(vii) The Series 20112010-1 3 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112010-1 3 Letter of Credit Provider may reasonably request.
(viii) The following shall be true and correct (and the Series 20112010-1 3 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved].
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112010-1 3 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ix) The Master Collateral Agent, for the benefit of the Series 20112010-1 3 Noteholders, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112010-1 3 Notes in accordance with the terms of the Series 20112010-1 3 Supplement.
(x) [Reserved].
(xi) The Series 20112010-1 3 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) and 11.04(a) thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20112010-1 3 Letter of Credit Provider to issue the Series 20112010-1 3 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20112010-1 3 Letter of Credit):
(i) On the date of issuance of the Series 20112010-1 3 Letter of Credit, each condition precedent to the issuance of the Series 20112010-1 3 Letter of Credit set forth in Sections 5.01 6.1 and 5.02 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20112010-1 3 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20112010-1 3 Letter of Credit.
(iii) On the date of issuance of the Series 20112010-1 3 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112010-1 3 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved]The Series 2010-3 Letter of Credit Provider shall have received as of the date of issuance of the Series 2010-3 Letter of Credit a copy of the confirmation letter from DBRS to the effect that the Series 2010-3 Notes shall have been given a rating of at least “AA(sf)” by DBRS which rating shall be in full force and effect.
(v) The Series 20112010-1 3 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereof, covering such matters as the Series 20112010-1 3 Letter of Credit Provider may reasonably request, (B) copies of any representation letters or certificates (or similar documents) provided to the Trustee, any of the Lessees, DTAG or RCFC and (C) copies of all opinions delivered to the Trustee, as an addressee or with reliance letters.
(vi) The Series 20112010-1 3 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 20112010-1 3 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(vii) The Series 20112010-1 3 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20112010-1 3 Letter of Credit Provider.
(viii) On the date of issuance of the Series 20112010-1 3 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20112010-1 3 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010 2006 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ix) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20112010-1 3 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112010-1 3 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112010-1 3 Letter of Credit or the transactions contemplated hereby or thereby.
(x) The Series 20112010-1 3 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112010-1 3 Letter of Credit Provider may reasonably request.
(xi) The following shall be true and correct (and the Series 20112010-1 3 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112010-1 3 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xii) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20112010-1 3 Noteholders, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112010-1 3 Notes in accordance with the terms of the Series 20112010-1 3 Supplement.
(xiii) [Reserved]The Series 2010-3 Letter of Credit Provider shall have consented to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.
(xiv) The Series 20112010-1 3 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 20112010-1 3 Letter of Credit Provider to extend the Series 20112010-1 3 Letter of Credit Expiration Date or increase the Series 20112010-1 3 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 20112010-1 3 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 20112010-1 3 Letter of Credit set forth in Section 5.02 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 20112010-1 3 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112010-1 3 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 20112010-1 3 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112010-1 3 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved]The Series 2010-3 Letter of Credit Provider shall have received as of the date of such increase or extension of the Series 2010-3 Letter of Credit a copy of the confirmation letter from DBRS to the effect that the Series 2010-3 Notes shall have been given a rating of at least “AA(sf)” by DBRS, which rating shall be in full force and effect.
(v) On the date of extension or increase with respect to the Series 20112010-1 3 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112010-1 3 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that that
(A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 20102006, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 20112010-1 3 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112010-1 3 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112010-1 3 Letter of Credit or the transactions contemplated hereby or thereby.
(vii) The Series 20112010-1 3 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112010-1 3 Letter of Credit Provider may reasonably request.
(viii) The following shall be true and correct (and the Series 20112010-1 3 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112010-1 3 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ix) The Master Collateral Agent, for the benefit of the Series 20112010-1 3 Noteholders, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112010-1 3 Notes in accordance with the terms of the Series 20112010-1 3 Supplement.
(x) [Reserved]The Series 2010-3 Letter of Credit Provider shall continue to consent to the composition of the Board of Directors of RCFC (including the Independent Directors), which consent shall not be unreasonably withheld.
(xi) The Series 20112010-1 3 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20112007-1 Letter of Credit Provider to issue the Series 20112007-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20112007-1 Letter of Credit):
(i) On the date of issuance of the Series 20112007-1 Letter of Credit, each condition precedent to the issuance of the Series 20112007-1 Letter of Credit set forth in Sections 5.01 6.1 and 5.02 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20112007-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20112007-1 Letter of Credit.
(iii) On the date of issuance of the Series 20112007-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112007-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 20112007-1 Letter of Credit Provider shall have received as of the date of issuance of the Series 2007-1 Letter of Credit a copy of the confirmation letter from each of S&P, Xxxxx’x and Fitch to the effect that the Series 2007-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch which ratings shall be in full force and effect.
(v) The Series 2007-1 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereof, covering such matters as the Series 20112007-1 Letter of Credit Provider may reasonably request, (B) copies of any representation letters or certificates (or similar documents) provided to the Trustee, the Series 2007-1 Insurer, any of the Lessees, DTAG or RCFC and (C) copies of all opinions delivered to the Trustee or the Series 2007-1 Insurer, as an addressee or with reliance letters.
(vi) The Series 20112007-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 20112007-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(vii) The Series 20112007-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20112007-1 Letter of Credit Provider.
(viii) On the date of issuance of the Series 20112007-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20112007-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010 2006 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ix) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20112007-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112007-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112007-1 Letter of Credit or the transactions contemplated hereby or thereby.
(x) The Series 20112007-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112007-1 Letter of Credit Provider may reasonably request.
(xi) The following shall be true and correct (and the Series 20112007-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112007-1 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xii) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20112007-1 NoteholdersNoteholders and the Series 2007-1 Insurer, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112007-1 Notes in accordance with the terms of the Series 20112007-1 Supplement.
(xiii) [Reserved]The Series 2007-1 Letter of Credit Provider shall have consented to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.
(xiv) The Series 20112007-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 20112007-1 Letter of Credit Provider to extend the Series 20112007-1 Letter of Credit Expiration Date or increase the Series 20112007-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 20112007-1 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 20112007-1 Letter of Credit set forth in Section 5.02 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 20112007-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112007-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 20112007-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112007-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved]The Series 2007-1 Letter of Credit Provider shall have received as of the date of such increase or extension of the Series 2007-1 Letter of Credit a copy of the confirmation letter from each of S&P, Xxxxx’x and Fitch to the effect that the Series 2007-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch which ratings shall be in full force and effect.
(v) On the date of extension or increase with respect to the Series 20112007-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112007-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 20102006, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 20112007-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112007-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112007-1 Letter of Credit or the transactions contemplated hereby or thereby.
(vii) The Series 20112007-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112007-1 Letter of Credit Provider may reasonably request.
(viii) The following shall be true and correct (and the Series 20112007-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112007-1 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ix) The Master Collateral Agent, for the benefit of the Series 20112007-1 NoteholdersNoteholders and the Series 2007-1 Insurer, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112007-1 Notes in accordance with the terms of the Series 20112007-1 Supplement.
(x) [Reserved]The Series 2007-1 Letter of Credit Provider shall continue to consent to the composition of the Board of Directors of RCFC (including the Independent Directors), which consent shall not be unreasonably withheld.
(xi) The Series 20112007-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20112006-1 Letter of Credit Provider to issue the Series 20112006-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20112006-1 Letter of Credit):
(i) On the date of issuance of the Series 20112006-1 Letter of Credit, each condition precedent to the issuance of the Series 20112006-1 Letter of Credit set forth in Sections 5.01 6.1 and 5.02 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20112006-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20112006-1 Letter of Credit.
(iii) On the date of issuance of the Series 20112006-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112006-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 20112006-1 Letter of Credit Provider shall have received as of the date of issuance of the Series 2006-1 Letter of Credit a copy of the confirmation letter from each of S&P, Xxxxx’x and Fitch to the effect that the Series 2006-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch which ratings shall be in full force and effect.
(v) The Series 2006-1 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereof, covering such matters as the Series 20112006-1 Letter of Credit Provider may reasonably request, (B) copies of any representation letters or certificates (or similar documents) provided to the Trustee, the Series 2006-1 Insurer, any of the Lessees, DTAG or RCFC and (C) copies of all opinions delivered to the Trustee or the Series 2006-1 Insurer, as an addressee or with reliance letters.
(vi) The Series 20112006-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 20112006-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(vii) The Series 20112006-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20112006-1 Letter of Credit Provider.
(viii) On the date of issuance of the Series 20112006-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20112006-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010 2006 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ix) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20112006-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112006-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112006-1 Letter of Credit or the transactions contemplated hereby or thereby.
(x) The Series 20112006-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112006-1 Letter of Credit Provider may reasonably request.
(xi) The following shall be true and correct (and the Series 20112006-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112006-1 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xii) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20112006-1 NoteholdersNoteholders and the Series 2006-1 Insurer, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112006-1 Notes in accordance with the terms of the Series 20112006-1 Supplement.
(xiii) [Reserved]The Series 2006-1 Letter of Credit Provider shall have consented to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.
(xiv) The Series 20112006-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 20112006-1 Letter of Credit Provider to extend the Series 20112006-1 Letter of Credit Expiration Date or increase the Series 20112006-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 20112006-1 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 20112006-1 Letter of Credit set forth in Section 5.02 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 20112006-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112006-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 20112006-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112006-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved]The Series 2006-1 Letter of Credit Provider shall have received as of the date of such increase or extension of the Series 2006-1 Letter of Credit a copy of the confirmation letter from each of S&P, Xxxxx’x and Fitch to the effect that the Series 2006-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch which ratings shall be in full force and effect.
(v) On the date of extension or increase with respect to the Series 20112006-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112006-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 20102006, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 20112006-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112006-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112006-1 Letter of Credit or the transactions contemplated hereby or thereby.
(vii) The Series 20112006-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112006-1 Letter of Credit Provider may reasonably request.
(viii) The following shall be true and correct (and the Series 20112006-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112006-1 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ix) The Master Collateral Agent, for the benefit of the Series 20112006-1 NoteholdersNoteholders and the Series 2006-1 Insurer, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112006-1 Notes in accordance with the terms of the Series 20112006-1 Supplement.
(x) [Reserved]The Series 2006-1 Letter of Credit Provider shall continue to consent to the composition of the Board of Directors of RCFC (including the Independent Directors), which consent shall not be unreasonably withheld.
(xi) The Series 20112006-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 2011-1 2 Letter of Credit Provider to issue the Series 2011-1 2 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 2011-1 2 Letter of Credit):
(i) On the date of issuance of the Series 2011-1 2 Letter of Credit, each condition precedent to the issuance of the Series 2011-1 2 Letter of Credit set forth in Sections 5.01 and 5.02 Section 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 2011-1 2 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 2011-1 2 Letter of Credit.
(iii) On the date of issuance of the Series 2011-1 2 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 2011-1 2 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 2011-1 2 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereof, covering such matters as the Series 2011-1 2 Letter of Credit Provider may reasonably request, (B) copies of any representation letters or certificates (or similar documents) provided to the Trustee, any of the Lessees, DTAG or RCFC and (C) copies of all opinions delivered to the Trustee, as an addressee or with reliance letters.
(viv) The Series 2011-1 2 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 2011-1 2 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(viivi) The Series 2011-1 2 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 2011-1 2 Letter of Credit Provider.
(viiivii) On the date of issuance of the Series 2011-1 2 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 2011-1 2 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010 2006 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ixviii) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 2011-1 2 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 2011-1 2 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 2011-1 2 Letter of Credit or the transactions contemplated hereby or thereby.
(xix) The Series 2011-1 2 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 2011-1 2 Letter of Credit Provider may reasonably request.
(xix) The following shall be true and correct (and the Series 2011-1 2 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 2011-1 2 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xiixi) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 2011-1 2 Noteholders, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 2011-1 2 Notes in accordance with the terms of the Series 2011-1 2 Supplement.
(xii) The Series 2011-2 Letter of Credit Provider shall have consented to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.
(xiii) [Reserved].
(xiv) The Series 2011-1 2 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 2011-1 2 Letter of Credit Provider to extend the Series 2011-1 2 Letter of Credit Expiration Date or increase the Series 2011-1 2 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 2011-1 2 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 2011-1 2 Letter of Credit set forth in Section 5.02 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 2011-1 2 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 2011-1 2 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 2011-1 2 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 2011-1 2 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) On the date of extension or increase with respect to the Series 2011-1 2 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 2011-1 2 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 20102006, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(viv) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 2011-1 2 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 2011-1 2 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 2011-1 2 Letter of Credit or the transactions contemplated hereby or thereby.
(viivi) The Series 2011-1 2 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 2011-1 2 Letter of Credit Provider may reasonably request.
(viiivii) The following shall be true and correct (and the Series 2011-1 2 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 2011-1 2 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ixviii) The Master Collateral Agent, for the benefit of the Series 2011-1 2 Noteholders, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 2011-1 2 Notes in accordance with the terms of the Series 2011-1 2 Supplement.
(ix) The Series 2011-2 Letter of Credit Provider shall continue to consent to the composition of the Board of Directors of RCFC (including the Independent Directors), which consent shall not be unreasonably withheld.
(x) [Reserved].
(xi) The Series 2011-1 2 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20112000-1 Letter of Credit Provider to issue the Series 20112000-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20112000-1 Letter of Credit):
(i) On the date of issuance of the Series 20112000-1 Letter of Credit, each condition precedent to the issuance of the Series 20112000-1 Letter of Credit set forth in Sections 5.01 6.1 and 5.02 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20112000-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20112000-1 Letter of Credit.
(iii) On the date of issuance of the Series 20112000-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112000-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 20112000-1 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereof, covering such matters as the Series 20112000-1 Letter of Credit Provider may reasonably request, (B) copies of any representation letters or certificates (or similar documents) provided to any of the Managing Agents, the Trustee, any of the Lessees, DTAG or RCFC and (C) copies of all opinions delivered to the Trustee or the Managing Agents, as an addressee or with reliance letters.
(viv) The Series 20112000-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 20112000-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(viivi) The Series 20112000-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20112000-1 Letter of Credit Provider.
(viiivii) On the date of issuance of the Series 20112000-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20112000-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010 2006 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ixviii) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20112000-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112000-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112000-1 Letter of Credit or the transactions contemplated hereby or thereby.
(xix) The Series 20112000-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112000-1 Letter of Credit Provider may reasonably request.
(xix) The following shall be true and correct (and the Series 20112000-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112000-1 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xiixi) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20112000-1 Noteholders, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112000-1 Notes in accordance with the terms of the Series 20112000-1 Supplement.
(xiiixii) [Reserved]The Series 2000-1 Letter of Credit Provider shall have consented to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.
(xivxiii) The Series 20112000-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 20112000-1 Letter of Credit Provider to extend the Series 20112000-1 Letter of Credit Expiration Date or increase the Series 20112000-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 20112000-1 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 20112000-1 Letter of Credit set forth in Section 5.02 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 20112000-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112000-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 20112000-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112000-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) On the date of extension or increase with respect to the Series 20112000-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112000-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 20102006, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(viv) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 20112000-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112000-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112000-1 Letter of Credit or the transactions contemplated hereby or thereby.
(viivi) The Series 20112000-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112000-1 Letter of Credit Provider may reasonably request.
(viiivii) The following shall be true and correct (and the Series 20112000-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112000-1 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ixviii) The Master Collateral Agent, for the benefit of the Series 20112000-1 Noteholders, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112000-1 Notes in accordance with the terms of the Series 20112000-1 Supplement.
(xix) [Reserved]The Series 2000-1 Letter of Credit Provider shall continue to consent to the composition of the Board of Directors of RCFC (including the Independent Directors), which consent shall not be unreasonably withheld.
(xix) The Series 20112000-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20112005-1 Letter of Credit Provider to issue the Series 20112005-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20112005-1 Letter of Credit):
(i) On the date of issuance of the Series 20112005-1 Letter of Credit, each condition precedent to the issuance of the Series 20112005-1 Letter of Credit set forth in Sections 5.01 6.1 and 5.02 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20112005-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20112005-1 Letter of Credit.
(iii) On the date of issuance of the Series 20112005-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112005-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 20112005-1 Letter of Credit Provider shall have received as of the date of issuance of the Series 2005-1 Letter of Credit a copy of the confirmation letter from each of S&P, Xxxxx’x and Fitch to the effect that the Series 2005-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch which ratings shall be in full force and effect.
(v) The Series 2005-1 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereof, covering such matters as the Series 20112005-1 Letter of Credit Provider may reasonably request, (B) copies of any representation letters or certificates (or similar documents) provided to the Trustee, the Series 2005-1 Insurer, any of the Lessees, DTAG or RCFC and (C) copies of all opinions delivered to the Trustee or the Series 2005-1 Insurer, as an addressee or with reliance letters.
(vi) The Series 20112005-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 20112005-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(vii) The Series 20112005-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20112005-1 Letter of Credit Provider.
(viii) On the date of issuance of the Series 20112005-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20112005-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010 2006 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ix) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20112005-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112005-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112005-1 Letter of Credit or the transactions contemplated hereby or thereby.
(x) The Series 20112005-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112005-1 Letter of Credit Provider may reasonably request.
(xi) The following shall be true and correct (and the Series 20112005-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112005-1 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xii) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20112005-1 NoteholdersNoteholders and the Series 2005-1 Insurer, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112005-1 Notes in accordance with the terms of the Series 20112005-1 Supplement.
(xiii) [Reserved]The Series 2005-1 Letter of Credit Provider shall have consented to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.
(xiv) The Series 20112005-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 20112005-1 Letter of Credit Provider to extend the Series 20112005-1 Letter of Credit Expiration Date or increase the Series 20112005-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 20112005-1 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 20112005-1 Letter of Credit set forth in Section 5.02 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 20112005-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112005-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 20112005-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112005-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved]The Series 2005-1 Letter of Credit Provider shall have received as of the date of such increase or extension of the Series 2005-1 Letter of Credit a copy of the confirmation letter from each of S&P, Xxxxx’x and Fitch to the effect that the Series 2005-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch which ratings shall be in full force and effect.
(v) On the date of extension or increase with respect to the Series 20112005-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112005-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 20102006, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 20112005-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112005-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112005-1 Letter of Credit or the transactions contemplated hereby or thereby.
(vii) The Series 20112005-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112005-1 Letter of Credit Provider may reasonably request.
(viii) The following shall be true and correct (and the Series 20112005-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112005-1 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ix) The Master Collateral Agent, for the benefit of the Series 20112005-1 NoteholdersNoteholders and the Series 2005-1 Insurer, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112005-1 Notes in accordance with the terms of the Series 20112005-1 Supplement.
(x) [Reserved]The Series 2005-1 Letter of Credit Provider shall continue to consent to the composition of the Board of Directors of RCFC (including the Independent Directors), which consent shall not be unreasonably withheld.
(xi) The Series 20112005-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20112005-1 Letter of Credit Provider to issue the Series 20112005-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20112005-1 Letter of Credit):
(i) On the date of issuance of the Series 20112005-1 Letter of Credit, each condition precedent to the issuance of the Series 20112005-1 Letter of Credit set forth in Sections 5.01 and 5.02 Section 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20112005-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20112005-1 Letter of Credit.
(iii) On the date of issuance of the Series 20112005-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112005-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 20112005-1 Letter of Credit Provider shall have received as of the date of issuance of the Series 2005-1 Letter of Credit a copy of the confirmation letter from each of S&P, Xxxxx’x and Fitch to the effect that the Series 2005-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch which ratings shall be in full force and effect.
(v) The Series 2005-1 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereofSeries 2005-1 Closing Date, covering such matters as the Series 20112005-1 Letter of Credit Provider may reasonably request, (B) copies of any representation letters or certificates (or similar documents) provided to the Trustee, the Series 2005-1 Insurer, any of the Lessees, DTAG or RCFC and (C) copies of all opinions delivered to the Trustee or the Series 2005-1 Insurer, as an addressee or with reliance letters.
(vi) The Series 20112005-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof Series 2005-1 Closing Date by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 20112005-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(vii) The Series 20112005-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20112005-1 Letter of Credit Provider.
(viii) On the date of issuance of the Series 20112005-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20112005-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement) there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could would be reasonably be expected likely to result have resulted in a material adverse change in the business, operations, property, assets, liabilities or liabilities, condition (financial or otherwise) ), or prospects of DTAG and the Lessees, taken as a whole, since December 31, 2010 2004 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ix) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20112005-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112005-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112005-1 Letter of Credit or the transactions contemplated hereby or thereby.
(x) The Series 20112005-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112005-1 Letter of Credit Provider may reasonably request.
(xi) The following shall be true and correct (and the Series 20112005-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112005-1 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xii) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20112005-1 NoteholdersNoteholders and the Series 2005-1 Insurer, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112005-1 Notes in accordance with the terms of the Series 20112005-1 Supplement.
(xiii) [Reserved]The Series 2005-1 Letter of Credit Provider shall have consented to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.
(xiv) The Series 20112005-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 20112005-1 Letter of Credit Provider to extend the Series 20112005-1 Letter of Credit Expiration Date or increase the Series 20112005-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 20112005-1 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 20112005-1 Letter of Credit set forth in Section 5.02 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 20112005-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112005-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 20112005-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112005-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved]The Series 2005-1 Letter of Credit Provider shall have received as of the date of such increase or extension of the Series 2005-1 Letter of Credit a copy of the confirmation letter from each of S&P, Xxxxx’x and Fitch to the effect that the Series 2005-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch which ratings shall be in full force and effect.
(v) On the date of extension or increase with respect to the Series 20112005-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112005-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could would be reasonably be expected likely to result have resulted in a material adverse change in the business, operations, property, assets, liabilities or liabilities, condition (financial or otherwise) ), or prospects of DTAG and the Lessees, taken as a whole, since December 31, 20102004, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 20112005-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112005-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112005-1 Letter of Credit or the transactions contemplated hereby or thereby.
(vii) The Series 20112005-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112005-1 Letter of Credit Provider may reasonably request.
(viii) The following shall be true and correct (and the Series 20112005-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112005-1 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ix) The Master Collateral Agent, for the benefit of the Series 20112005-1 NoteholdersNoteholders and the Series 2005-1 Insurer, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112005-1 Notes in accordance with the terms of the Series 20112005-1 Supplement.
(x) [Reserved]The Series 2005-1 Letter of Credit Provider shall continue to consent to the composition of the Board of Directors of RCFC (including the Independent Directors), which consent shall not be unreasonably withheld.
(xi) The Series 20112005-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 2011-1 Letter of Credit Provider to issue the Series 2011-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 2011-1 Letter of Credit):
(i) On the date of issuance of the Series 2011-1 Letter of Credit, each condition precedent to the issuance of the Series 2011-1 Letter of Credit set forth in Sections 5.01 6.1 and 5.02 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 2011-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 2011-1 Letter of Credit.
(iii) On the date of issuance of the Series 2011-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 2011-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved]The Series 2011-1 Letter of Credit Provider shall have received as of the date of issuance of the Series 2011-1 Letter of Credit a copy of the confirmation letter from each of DBRS and Xxxxx’x to the effect that the Class A Notes shall have been given a rating of “AAA” by DBRS and a rating of “Aaa” by Xxxxx’x and that the Class B Notes shall have been give a rating of at least “A” by DBRS and “Baa2” by Xxxxx’x, which ratings shall be in full force and effect.
(v) The Series 2011-1 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereof, covering such matters as the Series 2011-1 Letter of Credit Provider may reasonably request, (B) copies of any representation letters or certificates (or similar documents) provided to the Trustee, any of the Lessees, DTAG or RCFC and (C) copies of all opinions delivered to the Trustee, as an addressee or with reliance letters.
(vi) The Series 2011-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 2011-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.
(vii) The Series 2011-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 2011-1 Letter of Credit Provider.
(viii) On the date of issuance of the Series 2011-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 2011-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 2010 2006 or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ix) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 2011-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 2011-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 2011-1 Letter of Credit or the transactions contemplated hereby or thereby.
(x) The Series 2011-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 2011-1 Letter of Credit Provider may reasonably request.
(xi) The following shall be true and correct (and the Series 2011-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 2011-1 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xii) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 2011-1 Noteholders, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 2011-1 Notes in accordance with the terms of the Series 2011-1 Supplement.
(xiii) [Reserved]The Series 2011-1 Letter of Credit Provider shall have consented to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.
(xiv) The Series 2011-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 2011-1 Letter of Credit Provider to extend the Series 2011-1 Letter of Credit Expiration Date or increase the Series 2011-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 2011-1 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 2011-1 Letter of Credit set forth in Section 5.02 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 2011-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 2011-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 2011-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 2011-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved]The Series 2011-1 Letter of Credit Provider shall have received as of the date of such increase or extension of the Series 2011-1 Letter of Credit a copy of the confirmation letter from DBRS to the effect that the Class A Notes shall have been given a rating of “AAA” by DBRS and a rating of “Aaa” by Xxxxx’x and that the Class B Notes shall have been give a rating of at least “A” by DBRS and “Baa2” by Xxxxx’x, which rating shall be in full force and effect.
(v) On the date of extension or increase with respect to the Series 2011-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 2011-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could reasonably be expected to result in a material adverse change in the business, operations, property, assets, liabilities or condition (financial or otherwise) of DTAG and the Lessees, taken as a whole, since December 31, 20102006, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(vi) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 2011-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 2011-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 2011-1 Letter of Credit or the transactions contemplated hereby or thereby.
(vii) The Series 2011-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 2011-1 Letter of Credit Provider may reasonably request.
(viii) The following shall be true and correct (and the Series 2011-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 2011-1 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ix) The Master Collateral Agent, for the benefit of the Series 2011-1 Noteholders, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 2011-1 Notes in accordance with the terms of the Series 2011-1 Supplement.
(x) [Reserved]The Series 2011-1 Letter of Credit Provider shall continue to consent to the composition of the Board of Directors of RCFC (including the Independent Directors), which consent shall not be unreasonably withheld.
(xi) The Series 2011-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Conditions Precedent to Issuance, Increase or Extension. (a) The following constitute conditions precedent to the obligation of the Series 20112000-1 Letter of Credit Provider to issue the Series 20112000-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 20112000-1 Letter of Credit):
(i) On the date of issuance of the Series 20112000-1 Letter of Credit, each condition precedent to the issuance of the Series 20112000-1 Letter of Credit set forth in Sections 5.01 and 5.02 Section 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of issuance of the Series 20112000-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 20112000-1 Letter of Credit.
(iii) On the date of issuance of the Series 20112000-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112000-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) The Series 20112000-1 Letter of Credit Provider shall have received (i) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the date hereofSeries 2000-1 Closing Date, covering such matters as the Series 20112000-1 Letter of Credit Provider may reasonably request, (ii) copies of any representation letters or certificates (or similar documents) provided to any of the Managing Agents, the Trustee, any of the Lessees, DTAG or RCFC and (iii) copies of all opinions delivered to the Managing Agents, as an addressee or with reliance letters.
(viv) The Series 20112000-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (Ai) a copy of the resolutions of its Board of Directors or other governing body, certified as of the date hereof Series 2000-1 Closing Date by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement (if applicable) and the other Related Documents (and the procurement of the Series 20112000-1 Letter of Credit) and (Bii) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement (if applicable) and the Related Documents to which it is a party.
(viivi) The Series 20112000-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 20112000-1 Letter of Credit Provider.
(viiivii) On the date of issuance of the Series 20112000-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 20112000-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement) there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could would be reasonably be expected likely to result have resulted in a material adverse change in the business, operations, property, assets, liabilities or liabilities, condition (financial or otherwise) ), or prospects of DTAG and the Lessees, taken as a whole, since December 31, 2010 1999, as the case may be, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(ixviii) All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 20112000-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112000-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112000-1 Letter of Credit or the transactions contemplated hereby or thereby.
(xix) The Series 20112000-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112000-1 Letter of Credit Provider may reasonably request.
(xix) The following shall be true and correct (and the Series 20112000-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112000-1 Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(xiixi) RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 20112000-1 Noteholders, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112000-1 Notes in accordance with the terms of the Series 20112000-1 Supplement.
(xiiixii) [Reserved]The Series 2000-1 Letter of Credit Provider shall have consented to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.
(xivxiii) The Series 20112000-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
(b) The following constitute conditions precedent to the obligation of the Series 20112000-1 Letter of Credit Provider to extend the Series 20112000-1 Letter of Credit Expiration Date or increase the Series 20112000-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such extension or increase with respect to the Series 20112000-1 Letter of Credit):
(i) On the date of extension or increase, each condition precedent to the issuance of the Series 20112000-1 Letter of Credit set forth in Section 5.02 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the Series 20112000-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112000-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the Series 20112000-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 20112000-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.
(iv) [Reserved].
(v) On the date of extension or increase with respect to the Series 20112000-1 Letter of Credit, immediately prior to, and after giving effect to, the extension or increase with respect to the Series 20112000-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that (A) either individually or in the aggregate, could would be reasonably be expected likely to result have resulted in a material adverse change in the business, operations, property, assets, liabilities or liabilities, condition (financial or otherwise) ), or prospects of DTAG and the Lessees, taken as a whole, since December 31, 20101999, or (B) which in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.
(viv) All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 20112000-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 20112000-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 20112000-1 Letter of Credit or the transactions contemplated hereby or thereby.
(viivi) The Series 20112000-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 20112000-1 Letter of Credit Provider may reasonably request.
(viiivii) The following shall be true and correct (and the Series 20112000-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):
(A) [Reserved]Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 20112000-1 Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.
(ixviii) The Master Collateral Agent, for the benefit of the Series 20112000-1 Noteholders, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 20112000-1 Notes in accordance with the terms of the Series 20112000-1 Supplement.
(xix) [Reserved]The Series 2000-1 Letter of Credit Provider shall continue to consent to the composition of the Board of Directors of RCFC (including the Independent Directors), which consent shall not be unreasonably withheld.
(xix) The Series 20112000-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Sections 2.03(i) Section 3.3 and 11.04(a) 4.3 thereof, and all reasonable legal fees and expenses.
Appears in 1 contract
Samples: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
