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