Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-3 Closing Date. On any date during the Series 2022-3 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-3 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series 2022-3 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series 2022-3 Notes, Series 2022-3 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series 2022-3 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-3 Supplement and any Series 2022-3 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series 2022-3 Supplement or any Series 2022-3 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series 2022-3 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-3 Supplement that expressly require the consent of each Noteholder or Series 2022-3 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series 2022-3 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series 2022-3 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series 2022-3 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 Supplement and/or any other Series 2022-3 Related Document.

Appears in 2 contracts

Samples: Amended and Restated Series Supplement (Hertz Corp), Supplement to Base Indenture (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-3 2 Closing Date. On any date during the Series 2022-3 2 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-3 2 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series 2022-3 2 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series 2022-3 2 Notes, Series 2022-3 2 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series 2022-3 2 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-3 2 Supplement and any Series 2022-3 2 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series 2022-3 2 Supplement or any Series 2022-3 2 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series 2022-3 2 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-3 2 Supplement that expressly require the consent of each Noteholder or Series 2022-3 2 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series 2022-3 2 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series 2022-3 2 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 2 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series 2022-3 2 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 2 Supplement and/or any other Series 2022-3 2 Related Document.

Appears in 2 contracts

Samples: Amended and Restated Series Supplement (Hertz Corp), Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2016-3 2 Closing Date. On any date during the Series ~~2022~~2016-3 2 Revolving Period, HVF ~~III~~ II may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF ~~III~~ II and the Trustee shall have entered into an amendment to this Series ~~2022~~2016-3 2 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, and (d~~) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series 2022-3 Controlled Amortization Period and (e~~) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”):); (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF ~~III~~ II dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series ~~2022~~2016-3 2 Notes, ~~Series 2022-3~~ Class A/B/C/D Liquidation Event, Group I Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series ~~2022~~2016-3 2 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series ~~2022~~2016-3 2 Supplement and any Series ~~2022~~2016-3 2 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series ~~2022~~2016-3 2 Supplement or any Series ~~2022~~2016-3 2 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, ~~provided~~provided that, ~~that~~ such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series ~~2022~~2016-3 2 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base ~~Indenture~~ Indenture, Group I Supplement or this Series ~~2022~~2016-3 2 Supplement that expressly require the consent of each Noteholder, Group I Noteholder or Series ~~2022~~2016-3 2 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series ~~2022~~2016-3 2 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF ~~III~~II); or (v) the addition of any Amortization Event with respect to the Series ~~2022~~2016-3 2 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received ~~Opinions~~ opinions of ~~Counsel~~ counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF ~~III~~II) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF ~~III~~ II will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in ~~this Section 9.18 (Issuance of Class E Notes) of~~ the Group I Indenture and this Series ~~2022~~2016-3 2 Supplement with respect to the ~~issuance~~ authentication and delivery of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E ~~Notes,~~ Notes have been duly authorized and executed and such Proposed Class E Notes (when ~~executed,~~ authenticated and delivered by in accordance with the ~~Trustee,~~ provisions of the Group I Indenture and ~~issued by HVF III in the manner~~ this Series 2016-2 Supplement) and ~~paid for~~ any amendments to this Series 2016-2 Supplement and ~~subject to~~ any ~~conditions specified in such Opinion of Counsel,~~ Series 2016-2 Related Documents will constitute ~~valid~~ valid, binding and ~~binding~~ enforceable obligations of HVF ~~III, enforceable against HVF III in accordance with their terms~~II, subject, in the case of enforcement, to ~~normal qualifications regarding~~ bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series ~~2022~~2016-3 2 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series ~~2022~~2016-3 2 Supplement and/or any other Series ~~2022~~2016-3 2 Related Document.

Appears in 1 contract

Samples: Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2024-3 2 Closing Date. On any date during the Series ~~2022~~2024-3 2 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series ~~2022~~2024-3 2 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series ~~2022~~2024-3 2 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series ~~2022~~2024-3 2 Notes, Series ~~2022~~2024-3 2 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series ~~2022~~2024-3 2 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series ~~2022~~2024-3 2 Supplement and any Series ~~2022~~2024-3 2 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series ~~2022~~2024-3 2 Supplement or any Series ~~2022~~2024-3 2 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series ~~2022~~2024-3 2 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series ~~2022~~2024-3 2 Supplement that expressly require the consent of each Noteholder or Series ~~2022~~2024-3 2 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series ~~2022~~2024-3 2 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series ~~2022~~2024-3 2 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not or, upon satisfaction of the Series 2024-2 Rating Agency Condition, should not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series ~~2022~~2024-3 2 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series ~~2022~~2024-3 2 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series ~~2022~~2024-3 2 Supplement and/or any other Series ~~2022~~2024-3 2 Related Document.

Appears in 1 contract

Samples: Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2024-3 1 Closing Date. On any date during the Series ~~2022~~2024-3 1 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series ~~2022~~2024-3 1 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series ~~2022~~2024-3 1 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series ~~2022~~2024-3 1 Notes, Series ~~2022~~2024-3 1 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series ~~2022~~2024-3 1 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series ~~2022~~2024-3 1 Supplement and any Series ~~2022~~2024-3 1 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series ~~2022~~2024-3 1 Supplement or any Series ~~2022~~2024-3 1 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series ~~2022~~2024-3 1 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series ~~2022~~2024-3 1 Supplement that expressly require the consent of each Noteholder or Series ~~2022~~2024-3 1 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series ~~2022~~2024-3 1 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series ~~2022~~2024-3 1 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not or, upon satisfaction of the Series 2024-1 Rating Agency Condition, should not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series ~~2022~~2024-3 1 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series ~~2022~~2024-3 1 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series ~~2022~~2024-3 1 Supplement and/or any other Series ~~2022~~2024-3 1 Related Document.

Appears in 1 contract

Samples: Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2023-3 Closing Date. On any date during the Series ~~2022~~2023-3 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series ~~2022~~2023-3 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series ~~2022~~2023-3 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series ~~2022~~2023-3 Notes, Series ~~2022~~2023-3 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series ~~2022~~2023-3 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series ~~2022~~2023-3 Supplement and any Series ~~2022~~2023-3 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series ~~2022~~2023-3 Supplement or any Series ~~2022~~2023-3 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series ~~2022~~2023-3 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series ~~2022~~2023-3 Supplement that expressly require the consent of each Noteholder or Series ~~2022~~2023-3 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series ~~2022~~2023-3 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series ~~2022~~2023-3 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not or, upon satisfaction of the Series 2023-3 Rating Agency Condition, should not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series ~~2022~~2023-3 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series ~~2022~~2023-3 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series ~~2022~~2023-3 Supplement and/or any other Series ~~2022~~2023-3 Related Document.

Appears in 1 contract

Samples: Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2021-3 1 Closing Date. On any date during the Series ~~2022~~2021-3 1 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series ~~2022~~2021-3 1 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series ~~2022~~2021-3 1 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series ~~2022~~2021-3 1 Notes, Series ~~2022~~2021-3 1 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series ~~2022~~2021-3 1 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series ~~2022~~2021-3 1 Supplement and any Series ~~2022~~2021-3 1 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series ~~2022~~2021-3 1 Supplement or any Series ~~2022~~2021-3 1 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series ~~2022~~2021-3 1 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series ~~2022~~2021-3 1 Supplement that expressly require the consent of each Noteholder or Series ~~2022~~2021-3 1 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series ~~2022~~2021-3 1 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series ~~2022~~2021-3 1 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series 2022-3 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 Supplement and/or any other Series 2022-3 Related Document.

Appears in 1 contract

Samples: Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-3 4 Closing Date. On any date during the Series 2022-3 4 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-3 4 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series 2022-3 4 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series 2022-3 4 Notes, Series 2022-3 4 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series 2022-3 4 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-3 4 Supplement and any Series 2022-3 4 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series 2022-3 4 Supplement or any Series 2022-3 4 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series 2022-3 4 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-3 4 Supplement that expressly require the consent of each Noteholder or Series 2022-3 4 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series 2022-3 4 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series 2022-3 4 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 4 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series 2022-3 4 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 4 Supplement and/or any other Series 2022-3 4 Related Document.

Appears in 1 contract

Samples: Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2023-3 4 Closing Date. On any date during the Series ~~2022~~2023-3 4 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series ~~2022~~2023-3 4 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series ~~2022~~2023-3 4 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series ~~2022~~2023-3 4 Notes, Series ~~2022~~2023-3 4 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series ~~2022~~2023-3 4 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series ~~2022~~2023-3 4 Supplement and any Series ~~2022~~2023-3 4 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series ~~2022~~2023-3 4 Supplement or any Series ~~2022~~2023-3 4 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series ~~2022~~2023-3 4 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series ~~2022~~2023-3 4 Supplement that expressly require the consent of each Noteholder or Series ~~2022~~2023-3 4 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series ~~2022~~2023-3 4 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series ~~2022~~2023-3 4 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not or, upon satisfaction of the Series 2023-4 Rating Agency Condition, should not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series ~~2022~~2023-3 4 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series ~~2022~~2023-3 4 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series ~~2022~~2023-3 4 Supplement and/or any other Series ~~2022~~2023-3 4 Related Document.

Appears in 1 contract

Samples: Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2021-3 2 Closing Date. On any date during the Series ~~2022~~2021-3 2 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series ~~2022~~2021-3 2 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series ~~2022~~2021-3 2 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series 2022-3 Notes, Series 2022-3 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series 2022-3 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-3 Supplement and any Series 2022-3 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series 2022-3 Supplement or any Series 2022-3 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series 2022-3 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-3 Supplement that expressly require the consent of each Noteholder or Series 2022-3 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series 2022-3 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series 2022-3 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series 2022-3 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 Supplement and/or any other Series 2022-3 Related Document.

Appears in 1 contract

Samples: Amended and Restated Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2023-3 2 Closing Date. On any date during the Series ~~2022~~2023-3 2 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series ~~2022~~2023-3 2 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series ~~2022~~2023-3 2 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series 2022-3 Notes, Series 2022-3 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series 2022-3 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-3 Supplement and any Series 2022-3 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series 2022-3 Supplement or any Series 2022-3 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series 2022-3 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-3 Supplement that expressly require the consent of each Noteholder or Series 2022-3 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series 2022-3 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series 2022-3 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series 2022-3 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 Supplement and/or any other Series 2022-3 Related Document.

Appears in 1 contract

Samples: Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-3 1 Closing Date. On any date during the Series 2022-3 1 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-3 1 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series 2022-3 1 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series 2022-3 1 Notes, Series 2022-3 1 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series 2022-3 1 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-3 1 Supplement and any Series 2022-3 1 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series 2022-3 1 Supplement or any Series 2022-3 1 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series 2022-3 1 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-3 1 Supplement that expressly require the consent of each Noteholder or Series 2022-3 1 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series 2022-3 1 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series 2022-3 1 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series 2022-3 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 Supplement and/or any other Series 2022-3 Related Document.

Appears in 1 contract

Samples: Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-3 4 Closing Date. On any date during the Series 2022-3 4 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-3 4 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series 2022-3 4 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series 2022-3 4 Notes, Series 2022-3 4 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series 2022-3 4 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-3 4 Supplement and any Series 2022-3 4 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series 2022-3 4 Supplement or any Series 2022-3 4 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series 2022-3 4 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-3 4 Supplement that expressly require the consent of each Noteholder or Series 2022-3 4 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series 2022-3 4 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series 2022-3 4 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 4 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; ~~and~~ and (g) The Series 2022-3 4 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 4 Supplement and/or any other Series 2022-3 4 Related Document.

Appears in 1 contract

Samples: Amended and Restated Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2023-3 1 Closing Date. On any date during the Series ~~2022~~2023-3 1 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series ~~2022~~2023-3 1 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series ~~2022~~2023-3 1 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series ~~2022~~2023-3 1 Notes, Series ~~2022~~2023-3 1 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series ~~2022~~2023-3 1 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series ~~2022~~2023-3 1 Supplement and any Series ~~2022~~2023-3 1 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series ~~2022~~2023-3 1 Supplement or any Series ~~2022~~2023-3 1 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series ~~2022~~2023-3 1 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series ~~2022~~2023-3 1 Supplement that expressly require the consent of each Noteholder or Series ~~2022~~2023-3 1 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series ~~2022~~2023-3 1 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series ~~2022~~2023-3 1 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not or, upon satisfaction of the Series 2023-1 Rating Agency Condition, should not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series ~~2022~~2023-3 1 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series ~~2022~~2023-3 1 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series ~~2022~~2023-3 1 Supplement and/or any other Series ~~2022~~2023-3 1 Related Document.

Appears in 1 contract

Samples: Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-3 5 Closing Date. On any date during the Series 2022-3 5 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-3 5 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series 2022-3 5 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series 2022-3 Notes, Series 2022-3 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series 2022-3 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-3 Supplement and any Series 2022-3 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series 2022-3 Supplement or any Series 2022-3 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series 2022-3 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-3 Supplement that expressly require the consent of each Noteholder or Series 2022-3 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series 2022-3 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series 2022-3 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series 2022-3 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 Supplement and/or any other Series 2022-3 Related Document.

Appears in 1 contract

Samples: Amended and Restated Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2018-3 1 Closing Date. On any date during the Series ~~2022~~2018-3 1 Revolving Period, HVF ~~III~~ II may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF ~~III~~ II and the Trustee shall have entered into an amendment to this Series ~~2022~~2018-3 1 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, and (d~~) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series 2022-3 Controlled Amortization Period and (e~~) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes and Class RR Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”):); (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF ~~III~~ II dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series ~~2022~~2018-3 1 Notes, ~~Series 2022-3~~ Class A/B/C/D Liquidation Event, Group I Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series ~~2022~~2018-3 1 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series ~~2022~~2018-3 1 Supplement and any Series ~~2022~~2018-3 1 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series ~~2022~~2018-3 1 Supplement or any Series ~~2022~~2018-3 1 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, ~~provided~~provided that, ~~that~~ such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series ~~2022~~2018-3 1 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base ~~Indenture~~ Indenture, Group I Supplement or this Series ~~2022~~2018-3 1 Supplement that expressly require the consent of each Noteholder, Group I Noteholder or Series ~~2022~~2018-3 1 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series ~~2022~~2018-3 1 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF ~~III~~II); or (v) the addition of any Amortization Event with respect to the Series ~~2022~~2018-3 1 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received ~~Opinions~~ opinions of ~~Counsel~~ counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF ~~III~~II) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF ~~III~~ II will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in ~~this Section 9.18 (Issuance of Class E Notes) of~~ the Group I Indenture and this Series ~~2022~~2018-3 1 Supplement with respect to the ~~issuance~~ authentication and delivery of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E ~~Notes,~~ Notes have been duly authorized and executed and such Proposed Class E Notes (when ~~executed,~~ authenticated and delivered by in accordance with the ~~Trustee,~~ provisions of the Group I Indenture and ~~issued by HVF III in the manner~~ this Series 2018-1 Supplement) and ~~paid for~~ any amendments to this Series 2018-1 Supplement and ~~subject to~~ any ~~conditions specified in such Opinion of Counsel,~~ Series 2018-1 Related Documents will constitute ~~valid~~ valid, binding and ~~binding~~ enforceable obligations of HVF ~~III, enforceable against HVF III in accordance with their terms~~II, subject, in the case of enforcement, to ~~normal qualifications regarding~~ bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity~~; and~~; (g) The Series ~~2022~~2018-3 1 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series ~~2022~~2018-3 1 Supplement and/or any other Series ~~2022~~2018-3 1 Related Document; and (h) The Class RR Principal Amount shall have been, or in connection with the issuance of the Proposed Class E Notes shall be, increased to an amount that represents at least 5% of the sum of the fair value of the Series 2018-1 Notes, including the Proposed Class E Notes, as calculated in accordance with Regulation RR. Such an increase of the Class RR Principal Amount shall be subject to satisfaction of the Rating Agency Condition but shall not require the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or, if any Class E Notes have been issued, any Class E Noteholder.

Appears in 1 contract

Samples: Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2016-3 1 Closing Date. On any date during the Series ~~2022~~2016-3 1 Revolving Period, HVF ~~III~~ II may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF ~~III~~ II and the Trustee shall have entered into an amendment to this Series ~~2022~~2016-3 1 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, and (d~~) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series 2022-3 Controlled Amortization Period and (e~~) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”):); (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF ~~III~~ II dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series ~~2022~~2016-3 1 Notes, ~~Series 2022-3~~ Class A/B/C/D Liquidation Event, Group I Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series ~~2022~~2016-3 1 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series ~~2022~~2016-3 1 Supplement and any Series ~~2022~~2016-3 1 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series ~~2022~~2016-3 1 Supplement or any Series ~~2022~~2016-3 1 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, ~~provided~~provided that, ~~that~~ such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series ~~2022~~2016-3 1 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base ~~Indenture~~ Indenture, Group I Supplement or this Series ~~2022~~2016-3 1 Supplement that expressly require the consent of each Noteholder, Group I Noteholder or Series ~~2022~~2016-3 1 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series ~~2022~~2016-3 1 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF ~~III~~II); or (v) the addition of any Amortization Event with respect to the Series ~~2022~~2016-3 1 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received ~~Opinions~~ opinions of ~~Counsel~~ counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF ~~III~~II) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF ~~III~~ II will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in ~~this Section 9.18 (Issuance of Class E Notes) of~~ the Group I Indenture and this Series ~~2022~~2016-3 1 Supplement with respect to the ~~issuance~~ authentication and delivery of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E ~~Notes,~~ Notes have been duly authorized and executed and such Proposed Class E Notes (when ~~executed,~~ authenticated and delivered by in accordance with the ~~Trustee,~~ provisions of the Group I Indenture and ~~issued by HVF III in the manner~~ this Series 2016-1 Supplement) and ~~paid for~~ any amendments to this Series 2016-1 Supplement and ~~subject to~~ any ~~conditions specified in such Opinion of Counsel,~~ Series 2016-1 Related Documents will constitute ~~valid~~ valid, binding and ~~binding~~ enforceable obligations of HVF ~~III, enforceable against HVF III in accordance with their terms~~II, subject, in the case of enforcement, to ~~normal qualifications regarding~~ bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series ~~2022~~2016-3 1 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series ~~2022~~2016-3 1 Supplement and/or any other Series ~~2022~~2016-3 1 Related Document.

Appears in 1 contract

Samples: Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2021-3 1 Closing Date. On any date during the Series ~~2022~~2021-3 1 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series ~~2022~~2021-3 1 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series ~~2022~~2021-3 1 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series 2022-3 Notes, Series 2022-3 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series 2022-3 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-3 Supplement and any Series 2022-3 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series 2022-3 Supplement or any Series 2022-3 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series 2022-3 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-3 Supplement that expressly require the consent of each Noteholder or Series 2022-3 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series 2022-3 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series 2022-3 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series 2022-3 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 Supplement and/or any other Series 2022-3 Related Document.

Appears in 1 contract

Samples: Amended and Restated Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-3 5 Closing Date. On any date during the Series 2022-3 5 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-3 5 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series 2022-3 5 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series 2022-3 5 Notes, Series 2022-3 5 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series 2022-3 5 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-3 5 Supplement and any Series 2022-3 5 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series 2022-3 5 Supplement or any Series 2022-3 5 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series 2022-3 5 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-3 5 Supplement that expressly require the consent of each Noteholder or Series 2022-3 5 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series 2022-3 5 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series 2022-3 5 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 5 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series 2022-3 5 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 5 Supplement and/or any other Series 2022-3 5 Related Document.

Appears in 1 contract

Samples: Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series ~~2022~~2021-3 2 Closing Date. On any date during the Series ~~2022~~2021-3 2 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series ~~2022~~2021-3 2 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series ~~2022~~2021-3 2 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series ~~2022~~2021-3 2 Notes, Series ~~2022~~2021-3 1 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series ~~2022~~2021-3 2 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series ~~2022~~2021-3 2 Supplement and any Series ~~2022~~2021-3 2 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series ~~2022~~2021-3 2 Supplement or any Series ~~2022~~2021-3 2 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series ~~2022~~2021-3 2 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series ~~2022~~2021-3 2 Supplement that expressly require the consent of each Noteholder or Series ~~2022~~2021-3 2 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series ~~2022~~2021-3 2 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series ~~2022~~2021-3 2 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series ~~2022~~2021-3 2 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series ~~2022~~2021-3 2 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series ~~2022~~2021-3 2 Supplement and/or any other Series ~~2022~~2021-3 2 Related Document.

Appears in 1 contract

Samples: Series Supplement (Hertz Corp)

Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-3 1 Closing Date. On any date during the Series 2022-3 1 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the following conditions precedent: (a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-3 1 Supplement providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to the Class E Notes will be the Series 2022-3 1 Controlled Amortization Period and (e) payment mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance; (b) The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class E Notes (such closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”): (c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes; (d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing Date to the effect that: (i) no Amortization Event with respect to the Series 2022-3 1 Notes, Series 2022-3 1 Liquidation Event, Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Proposed Class E Notes; (ii) all conditions precedent provided in this Series 2022-3 1 Supplement with respect to the authentication and delivery of such Proposed Class E Notes have been complied with or waived; and (iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-3 1 Supplement and any Series 2022-3 1 Related Documents will not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes; (e) No amendments to this Series 2022-3 1 Supplement or any Series 2022-3 1 Related Documents in connection with the issuance of the Proposed Class E Notes may provide for: (i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class A/B/C/D Notes remain outstanding; (ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect; (iii) during the Series 2022-3 1 Rapid Amortization Period, payment of principal of the Class E Notes until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of the Class E Notes; (iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-3 1 Supplement that expressly require the consent of each Noteholder or Series 2022-3 1 Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments to this Series 2022-3 1 Supplement, any amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or (v) the addition of any Amortization Event with respect to the Series 2022-3 1 Notes other than those related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes; (f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class A/B/C/D Notes substantially to the effect that: (i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance; (ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 1 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and (iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (g) The Series 2022-3 1 Rating Agency Condition shall have been satisfied with respect to the issuance of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 1 Supplement and/or any other Series 2022-3 1 Related Document.

Appears in 1 contract

Samples: Amended and Restated Series Supplement (Hertz Corp)

Common use of Issuance of Class E Notes Clause in Contracts