Common use of Liquidation Event of Default; Limited Liquidation Event of Default Clause in Contracts

Liquidation Event of Default; Limited Liquidation Event of Default. If a Liquidation Event of Default or a Limited Liquidation Event of Default shall have occurred and be continuing, the Trustee, at the written direction of the Requisite Investors (in the case of a Liquidation Event of Default) or the Required Noteholders of the applicable Series of Notes (in the case of a Limited Liquidation Event of Default), shall direct ZVF and the Collateral Agent to exercise (and ZVF agrees to exercise) all rights, remedies, powers, privileges and claims of ZVF relating to the Collateral against any party to any Related Documents (other than any Related Document relating solely to any Segregated Series of Notes) arising as a result of the occurrence of such Liquidation Event of Default or Limited Liquidation Event of Default, as the case may be, or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to ZVF as such obligations relate to the Collateral and the right to terminate all or a portion of the ZVF Lease and take possession of ZVF Vehicles and to give any consent, request, notice, direction, approval, extension or waiver in respect of such ZVF Lease, and any right of ZVF to take such action independent of such direction shall be suspended. If and whenever a Liquidation Event of Default or a Limited Liquidation Event of Default with respect to any Series of Notes Outstanding shall have occurred and be continuing, the Trustee may and, at the written direction of the Requisite Investors (in the case of a Liquidation Event of Default) or the Required Noteholders of the applicable Series of Notes (in the case of a Limited Liquidation Event of Default), shall direct ZVF to terminate the Power of Attorney granted to Zipcar pursuant to Section 2.5(b) of the Collateral Agency Agreement, solely to the extent such power of attorney relates to the Collateral.

Liquidation Event of Default; Limited Liquidation Event of Default. If a Liquidation Event of Default or a Limited Liquidation Event of Default shall have occurred and be continuingcontinuing (other than any Limited Liquidation Event of Default relating solely to any Segregated Series of Notes), the Trustee, at the written direction of the Requisite Investors (in the case of a Liquidation Event of Default) or the Required Noteholders of the applicable Series of Notes (in the case of a Limited Liquidation Event of Default), shall direct ZVF HVF and the Collateral Agent to exercise (and ZVF HVF agrees to exercise) all rights, remedies, powers, privileges and claims of ZVF HVF relating to the Collateral against any party to any Related Documents (other than any Related Document relating solely to any Segregated Series of Notes) arising as a result of the occurrence of such Liquidation Event of Default or Limited Liquidation Event of Default, as the case may be, or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to ZVF HVF as such obligations relate to the Collateral and the right to terminate all or a portion of the ZVF HVF Lease and take possession of ZVF HVF Vehicles and to give any consent, request, notice, direction, approval, extension or waiver in respect of such ZVF HVF Lease, and any right of ZVF HVF to take such action independent of such direction shall be suspended. If and whenever a Liquidation Event of Default or a Limited Liquidation Event of Default with respect to any Series of Notes Outstanding shall have occurred and be continuing, the Trustee may and, at the written direction of the Requisite Investors (in the case of a Liquidation Event of Default) or the Required Noteholders of the applicable Series of Notes (in the case of a Limited Liquidation Event of Default), shall direct ZVF HVF to terminate (a) the Nominee Power of Attorney granted to Hertz and direct the Nominee to grant a Nominee Power of Attorney to HVF, the Collateral Agent or the Trustee, as specified by the Trustee, pursuant to Section 2(c) of the Nominee Agreement, (b) the Power of Attorney granted to Zipcar Hertz pursuant to Section 2.5(b2.6(b) of the Collateral Agency Agreement, (c) the Hertz Nominee Power of Attorney granted to Hertz and direct the Hertz Nominee to xxxxx x Xxxxx Nominee Power of Attorney to the Trustee or the Collateral Agent and/or (d) the HFC Nominee Power of Attorney granted to HFC and direct the HFC Nominee to grant a HFC Nominee Power of Attorney to the Trustee or the Collateral Agent, in each case solely to the extent such power powers of attorney relates relate to the Collateral.

Liquidation Event of Default; Limited Liquidation Event of Default. If a Liquidation Event of Default or a Limited Liquidation Event of Default shall have occurred and be continuing, the Trustee, at the written direction of the Requisite Investors (in the case of a Liquidation Event of Default) or the Required Noteholders of the applicable Series of Notes (in the case of a Limited Liquidation Event of Default), shall direct ZVF HVF and the Collateral Agent to exercise (and ZVF HVF agrees to exercise) all rights, remedies, powers, privileges and claims of ZVF relating to the Collateral HVF against any party to any Related Documents (other than any Related Document relating solely to any Segregated Series of Notes) arising as a result of the occurrence of such Liquidation Event of Default or Limited Liquidation Event of Default, as the case may be, or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to ZVF as such obligations relate to the Collateral HVF and the right to terminate all or a portion of the ZVF HVF Lease and take possession of ZVF HVF Vehicles and to give any consent, request, notice, direction, approval, extension or waiver in respect of such ZVF HVF Lease, and any right of ZVF HVF to take such action independent of such direction shall be suspended. If and whenever a Liquidation Event of Default or a Limited Liquidation Event of Default with respect to any Series of Notes Outstanding shall have occurred and be continuing, the Trustee may and, at the written direction of the Requisite Investors (in the case of a Liquidation Event of Default) or the Required Noteholders of the applicable Series of Notes (in the case of a Limited Liquidation Event of Default), shall direct ZVF HVF to terminate (a) the Nominee Power of Attorney granted to Hertz and direct the Nominee to grant a Nominee Power of Attorney to HVF, the Collateral Agent or the Trustee, as specified by the Trustee, pursuant to Section 2(c) of the Nominee Agreement, (b) the Power of Attorney granted to Zipcar Hertz pursuant to Section 2.5(b2.6(b) of the Collateral Agency Agreement, solely (c) the Hertz Nominee Power of Attorney granted to Hertz and direct the Hertz Nominee to xxxxx x Xxxxx Nominee Power of Attorney to the extent such power Trustee or the Collateral Agent and/or (d) the HFC Nominee Power of attorney relates Attorney granted to HFC and direct the HFC Nominee to grant a HFC Nominee Power of Attorney to the CollateralTrustee or the Collateral Agent.

Liquidation Event of Default; Limited Liquidation Event of Default. If a Liquidation Event of Default or a Limited Liquidation Event of Default shall have occurred and be continuing, the Trustee, at the written direction of the Requisite HVIF Investors (in the case of a Liquidation Event of Default) or the Required Noteholders of the applicable Series of HVIF Notes (in the case of a Limited Liquidation Event of Default), shall direct ZVF HVIF and the Collateral Agent to exercise (and ZVF HVIF agrees to exercise) all rights, remedies, powers, privileges and claims of ZVF HVIF relating to the HVIF Collateral against any party to any Related Documents (other than any Related Document relating solely to any Segregated Series of Notes) arising as a result of the occurrence of such Liquidation Event of Default or Limited Liquidation Event of Default, as the case may be, or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to ZVF HVIF as such obligations relate to the HVIF Collateral and the right to terminate all or a portion of the ZVF HVIF Lease and to take possession of ZVF HVIF Vehicles (or, in the case of the Collateral Agent, if no Back-Up Disposition Agent has been appointed, to retain an agent to take possession of the HVIF Vehicles) and to give any consent, request, notice, direction, approval, extension or waiver in respect of such ZVF HVIF Lease, and any right of ZVF HVIF to take such action independent of such direction shall be suspended. If and whenever a Liquidation Event of Default or a Limited Liquidation Event of Default with respect to any Series of HVIF Notes Outstanding shall have occurred and be continuing, the Trustee may and, at the written direction of the Requisite HVIF Investors (in the case of a Liquidation Event of Default) or the Required Noteholders of the applicable Series of HVIF Notes (in the case of a Limited Liquidation Event of Default), shall direct ZVF HVIF to terminate (a) the Nominee Power of Attorney granted to Hertz and direct the Nominee to grant a Nominee Power of Attorney to HVIF, the Collateral Agent, the Trustee or if no Back-Up Disposition Agent has been appointed, an agent of the Collateral Agent or Trustee, as specified by the Trustee, pursuant to Section 2.5 of the Nominee Agreement and/or (b) the Power of Attorney granted to Zipcar Hertz pursuant to Section 2.5(b2.6(b) of the Collateral Agency Agreement, in each case solely to the extent such power powers of attorney relates relate to the HVIF Collateral.

Liquidation Event of Default; Limited Liquidation Event of Default. If a Liquidation Event of Default or a Limited Liquidation Event of Default shall have occurred and be continuing, the Trustee, at the written direction of the Requisite Majority Indenture Investors (in the case of a Liquidation Event of Default) or the Required Series Noteholders of the applicable Series of Notes with respect to which such Limited Liquidation Event of Default has occurred (in the case of a Limited Liquidation Event of Default), shall direct ZVF HVF III and the Collateral Agent (on behalf of itself and the Vehicle-Only Collateral Agent) to exercise (and ZVF HVF III agrees to exercise) all rights, remedies, powers, privileges and claims of ZVF HVF III relating to the Collateral against any party to any Related Documents (other than any Related Document relating solely to any Segregated Series of Notes) arising as a result of the occurrence of such Liquidation Event of Default or Limited Liquidation Event of Default, as the case may be, or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to ZVF HVF III as such obligations relate to the Collateral and the right to terminate all or a portion of the ZVF Lease and to take possession of ZVF Vehicles (or, in the case of the Collateral Agent or the Vehicle-Only Collateral Agent, if no Back-up Disposition Agent has been appointed, to retain an agent to take possession of the Vehicles) and to give any consent, request, notice, direction, approval, extension or waiver in respect of such ZVF Lease, and any right of ZVF HVF III to take such action independent of such direction shall be suspended. If and whenever a Liquidation Event of Default or a Limited Liquidation Event of Default with respect to any Series of Notes Outstanding shall have occurred and be continuing, the Trustee may and, at the written direction of the Requisite Majority Indenture Investors (in the case of a Liquidation Event of Default) or the Required Series Noteholders of the applicable Series of Notes with respect to which such Limited Liquidation Event of Default has occurred (in the case of a Limited Liquidation Event of Default), shall direct ZVF HVF III to terminate (a) the Nominee Power of Attorney granted to Hertz and direct the Nominee to grant a Nominee Power of Attorney to HVF III, the Collateral Agent (on behalf of itself and the Vehicle-Only Collateral Agent), the Trustee or if no Back-up Disposition Agent has been appointed, an agent of the Collateral Agent, the Vehicle-Only Collateral Agent or Trustee, as specified by the Trustee, pursuant to Section 2.5 (Powers of Attorney) of the Nominee Agreement and/or (b) the Power of Attorney granted to Zipcar Hertz pursuant to Section 2.5(b2.6(b) (Certificates of Title) of the Collateral Agency Agreement, in each case solely to the extent such power powers of attorney relates relate to the Collateral.