Supplement. If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 2009-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 2009-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance with the terms of this Supplement and the Indenture shall be conclusive and binding upon the Holder of this Series 2009-1 Note and on all future holders of this Series 2009-1 Note and of any Series 2009-1 Note issued in lieu hereof. Supplements and amendments to the Indenture and the Series 2009-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2009-1 Supplement. The Holder of this Series 2009-1 Note shall have no right to enforce the provisions of the Indenture and the Series 2009-1 Supplement or to institute action to enforce the covenants, or to take any action with respect to a default under the Indenture and the Series 2009-1 Supplement, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the Series 2009-1 Supplement; provided, however, that nothing contained in the Indenture and the Series 2009-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the principal of and interest on this Series 2009-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by the Indenture and the Series 2009-1 Supplement. Each Holder of a Series 2009-1 Note shall be deemed to represent and warrant to the Initial Purchaser, the Issuer, the Indenture Trustee and the Manager that it is not acquiring such Series 2009-1 Note with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) of the Code or an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity. Each Holder of a Series 2009-1 Note (i) agrees to treat this Series 2009-1 Note for United States federal, state and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that the duties of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that the Series 2009-1 Note shall not have any interest in any Series Account of any other Series or Class and (iv) ratifies and confirms the terms of the Indenture and the other Series 2009-1 Transaction Documents. All terms and provisions of the Indenture and the Series 2009-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In the event of any conflict between this Series 2009-1 Note, on the one hand, and the Indenture or the Series 2009-1 Supplement, on the other hand, the Indenture or the Series 2009-1 Supplement, as applicable, shall control. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the execution and delivery of the Indenture and the Series 2009-1 Supplement and the issuance of this Series 2009-1 Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law. Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture and the Series 2009-1 Supplement, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Amended and Restated Series 2009 1 Supplement (TAL International Group, Inc.)
Supplement. If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 2009-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and Under the Series 2009-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance with the terms of this Supplement and the Indenture shall be conclusive and binding upon the Holder of this Series 2009-1 Note and on all future holders of this Series 2009-1 Note and of any Series 2009-1 Note issued in lieu hereof. Supplements and amendments to the Indenture and the Series 2009-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2009-1 Supplement. The Holder of this Series 2009-1 Note shall have no right to enforce the provisions of the Indenture and the Series 2009-1 Supplement or to institute action to enforce the covenants, or to take any action with respect to a default under the Indenture and the Series 20091999-1 Supplement, or there will be distributed on the 17th day of each month or, if such 17th day is not a Business Day, the next Business Day (the "Distribution Date"), commencing on July 19, 1999, to institute, appear the Person in or defend whose name this Series 1999-1 Certificate is registered at the close of business on the Business Day preceding such Distribution Date (the "Record Date") such Series 1999-1 Certificateholder's fractional undivided interest in any suit or other proceedings with amount to be distributed to Series 1999-1 Certificateholders on such Distribution Date. The holder of this Series 1999-1 Certificate acknowledges and agrees that its rights to receive distributions in respect thereto, except of this Series 1999-1 Certificate are subordinated to the rights of the Series 1999-1 Noteholders as provided under certain circumstances described in the Indenture Master Sale and Servicing Agreement, the Indenture, the Trust Agreement and the Series 2009-1 Supplement; provided, however, that nothing contained in the Indenture and the Series 2009-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the principal of and interest on this Series 2009-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by the Indenture and the Series 2009-1 Supplement. Each Holder of a Series 2009-1 Note shall be deemed to represent and warrant to the Initial Purchaser, the Issuer, the Indenture Trustee and the Manager that it is not acquiring such Series 2009-1 Note with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) of the Code or an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity. Each Holder of a Series 2009-1 Note (i) agrees to treat this Series 2009-1 Note for United States federal, state and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that the duties of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that the Series 2009-1 Note shall not have any interest in any Series Account of any other Series or Class and (iv) ratifies and confirms the terms of the Indenture and the other Series 2009-1 Transaction Documents. All terms and provisions of the Indenture and the Series 2009-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In the event of any conflict between this Series 2009-1 Note, on the one hand, and the Indenture or the Series 2009-1 Supplement, on the other hand, the Indenture or the Series 20091999-1 Supplement, as applicable, shall control. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and Distributions on this Series 1999-1 Certificate will be performed precedent made as provided in the Trust Agreement by the Owner Trustee by wire transfer or check mailed to the execution Series 1999-1 Certificateholder of record in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and delivery notwithstanding the above, the final distribution on this Series 1999-1 Certificate will be made after due notice by the Owner Trustee of the Indenture pendency of such distribution and the Series 2009-1 Supplement only upon presentation and the issuance surrender of this Series 20091999-1 Note and Certificate at the issue office or agency maintained for the purpose by the Owner Trustee in the Corporate Trust Office. Reference is hereby made to the further provisions of this Series 1999-1 Certificate set forth on the reverse hereof, which it is a part, do exist, further provisions shall for all purposes have happened and have been timely performed in regular form and manner the same effect as required by lawif set forth at this place. Unless the certificate of authentication hereon has shall have been executed by an authorized officer of the Indenture Trustee Owner Trustee, by manual signature of one of its authorized officerssignature, this Series 20091999-1 Note Certificate shall not be entitled entitle the holder hereof to any benefit under the Indenture Trust Agreement or the Master Sale and the Series 2009-1 Supplement, Servicing Agreement or be valid or obligatory for any purpose. THIS SERIES 1999-1 CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Supplement. If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 20092020-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 20092020-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures with the consent of the Requisite Global Majority, in certain specifically described instances. Any supplemental indenture made in accordance with consent given by the terms of this Supplement and the Indenture Requisite Global Majority shall be conclusive and binding upon the Holder of this Series 20092020-1 Note and on all future holders of this Series 20092020-1 Note and of any Series 2009-1 Note issued in lieu hereofhereof whether or not notation of such consent is made upon this Series 2020-1 Note. Supplements and amendments to the Indenture and the Series 20092020-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 20092020-1 Supplement. The Holder of this Series 20092020-1 Note shall have no right to enforce the provisions of the Indenture and the Series 20092020-1 Supplement or to institute action to enforce the covenants, or to take any action with respect to a default under the Indenture and the Series 20092020-1 Supplement, or to institute, appear in or defend any suit or other proceedings Proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the Series 20092020-1 Supplement; provided, however, that nothing contained in the Indenture and the Series 20092020-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the principal of and interest on this Series 20092020-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedingsProceedings, or other proceedings Proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by Section 1311 of the Indenture and the Series 20092020-1 Supplement. Each Holder purchaser and transferee of a Series 20092020-1 Note shall will be deemed to represent and warrant to the Initial Purchaser, the Issuer, the Indenture Trustee and the Manager that either (i) it is not acquiring such and will not hold the Series 20092020-1 Note with the plan assets of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not it which is subject to the provisions of Title I of ERISA, a “plan” within the meaning of described in and subject to Section 4975(e)(1) 4975 of the Internal Revenue Code or of 1986, as amended (the “Code”), an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entityentity (each of the foregoing, a “Plan”), or any other plan that is subject to a law that is similar to Title I of ERISA or Section 4975 of the Code or (ii) (a) the Series 2020-1 Notes are rated investment grade or better and have not been characterized as other than indebtedness for applicable local law purposes and (b) the acquisition, holding and disposition of the Series 2020-1 Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a violation of any similar applicable law. Each Holder of a Series 20092020-1 Note (i) agrees to treat this Series 20092020-1 Note for United States federal, state and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that the duties of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that the Series 20092020-1 Note shall not have any interest in any Series Account of any other Series or Class and (iviii) ratifies and confirms the terms of the Indenture and the other Series 20092020-1 Transaction Related Documents. This Series 2020-1 Note, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to the principles of conflict of laws thereof (other than Section 5-1401 of the New York General Obligations Law) that would permit or require the application of the law of any other jurisdiction. All terms and provisions of the Indenture and the Series 20092020-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In To the event extent any provision of any conflict between this Series 20092020-1 Note, on Note conflicts or is inconsistent with the one hand, and provisions of the Indenture or the Series 20092020-1 Supplement, on the other hand, provisions of the Indenture or the Series 20092020-1 Supplement, as applicable, shall controlgovern and be controlling. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the execution and delivery of the Indenture and the Series 20092020-1 Supplement and the issuance of this Series 20092020-1 Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law. Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this Series 20092020-1 Note shall not be entitled to any benefit under the Indenture and the Series 20092020-1 Supplement, or be valid or obligatory for any purpose.
Appears in 1 contract
Supplement. If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 20092020-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 20092020-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures with the consent of the Requisite Global Majority, in certain specifically described instances. Any supplemental indenture made in accordance with consent given by the terms of this Supplement and the Indenture Requisite Global Majority shall be conclusive and binding upon the Holder of this Series 20092020-1 Note and on all future holders of this Series 20092020-1 Note and of any Series 2009-1 Note issued in lieu hereofhereof whether or not notation of such consent is made upon this Series 2020-1 Note. Supplements and amendments to the Indenture and the Series 20092020-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 20092020-1 Supplement. The Holder of this Series 20092020-1 Note shall have no right to enforce the provisions of the Indenture and the Series 20092020-1 Supplement or to institute action to enforce the covenants, or to take any action with respect to a default under the Indenture and the Series 20092020-1 Supplement, or to institute, appear in or defend any suit or other proceedings Proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the Series 20092020-1 Supplement; provided, however, that nothing contained in the Indenture and the Series 20092020-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the principal of and interest on this Series 20092020-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedingsProceedings, or other proceedings Proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by Section 1310 of the Indenture and the Series 20092020-1 Supplement. Each Holder Purchaser and Transferee (and its fiduciary, if applicable) of a Series 20092020-1 Note shall (or interest therein) will be deemed to represent and warrant to the Initial Purchaser, the Issuer, the Indenture Trustee and the Manager that it either (I) It is not acquiring such and will not hold the Series 20092020-1 Note with the Plan assets of an “employee benefit planEmployee Benefit Plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA, whether or not it ”) which is subject to the provisions of Title I of ERISA, a “planPlan” within the meaning of described in and subject to Section 4975(e)(1) 4975 of the Internal Revenue Code or of 1986, as amended (the “Code”), an entity whose underlying assets include “plan assetsPlan Assets” of any of the foregoing by reason of an employee benefit planEmployee Benefit Plan’s or planPlan’s investment in such entityentity (each of the foregoing, a “Benefit Plan”) or any other plan that is subject to a law that is similar to Title I of ERISA or Section 4979 of the Code, or (II) (A) the Series 2020-1 Notes are rated investment grade or better and have not been characterized as other than indebtedness for applicable local law purposes and (B) the acquisition, holding and disposition of the Series 2020-1 Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a violation of any similar applicable law. Each Holder of a Series 20092020-1 Note (i) agrees to treat this Series 20092020-1 Note for United States federal, state and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that the duties of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that the Series 20092020-1 Note shall not have any interest in any Series Account of any other Series or Class and (iviii) ratifies and confirms the terms of the Indenture and the other Series 20092020-1 Transaction Related Documents. This Series 2020-1 Note, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to the principles of conflict of laws thereof (other than Section 5-1401 of the New York General Obligations Law) that would permit or require the application of the law of any other jurisdiction. All terms and provisions of the Indenture and the Series 20092020-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In To the event extent any provision of any conflict between this Series 20092020-1 Note, on Note conflicts or is inconsistent with the one hand, and provisions of the Indenture or the Series 20092020-1 Supplement, on the other hand, provisions of the Indenture or the Series 20092020-1 Supplement, as applicable, shall controlgovern and be controlling. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the execution and delivery of the Indenture and the Series 20092020-1 Supplement and the issuance of this Series 20092020-1 Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law. Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this Series 20092020-1 Note shall not be entitled to any benefit under the Indenture and the Series 20092020-1 Supplement, or be valid or obligatory for any purpose.
Appears in 1 contract
Supplement. If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 20092020-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 20092020-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures with the consent of the Requisite Global Majority, in certain specifically described instances. Any supplemental indenture made in accordance with consent given by the terms of this Supplement and the Indenture Requisite Global Majority shall be conclusive and binding upon the Holder of this Series 20092020-1 Note and on all future holders of this Series 20092020-1 Note and of any Series 2009-1 Note issued in lieu hereofhereof whether or not notation of such consent is made upon this Series 2020-1 Note. Supplements and amendments to the Indenture and the Series 20092020-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 20092020-1 Supplement. The Holder of this Series 20092020-1 Note shall have no right to enforce the provisions of the Indenture and the Series 20092020-1 Supplement or to institute action to enforce the covenants, or to take any action with respect to a default under the Indenture and the Series 20092020-1 Supplement, or to institute, appear in or defend any suit or other proceedings Proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the Series 20092020-1 Supplement; provided, however, that nothing contained in the Indenture and the Series 20092020-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the principal of and interest on this Series 20092020-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedingsProceedings, or other proceedings Proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by Section 1310 of the Indenture and the Series 20092020-1 Supplement. Each Holder purchaser and transferee of a Series 20092020-1 Note shall will be deemed to represent and warrant to the Initial Purchaser, the Issuer, the Indenture Trustee and the Manager that either (i) it is not acquiring such and will not hold the Series 20092020-1 Note with the plan assets of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not it which is subject to the provisions of Title I of ERISA, a “plan” within the meaning of described in and subject to Section 4975(e)(1) 4975 of the Internal Revenue Code or of 1986, as amended (the “Code”), an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entityentity (each of the foregoing, a “Plan”), or any other plan that is subject to a law that is similar to Title I of ERISA or Section 4975 of the Code or (ii) (a) the Series 2020-1 Notes are rated investment grade or better and have not been characterized as other than indebtedness for applicable local law purposes and (b) the acquisition, holding and disposition of the Series 2020-1 Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a violation of any similar applicable law. Each Holder of a Series 20092020-1 Note (i) agrees to treat this Series 20092020-1 Note for United States federal, state and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that the duties of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that the Series 20092020-1 Note shall not have any interest in any Series Account of any other Series or Class and (iviii) ratifies and confirms the terms of the Indenture and the other Series 20092020-1 Transaction Related Documents. This Series 2020-1 Note, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to the principles of conflict of laws thereof (other than Section 5-1401 of the New York General Obligations Law) that would permit or require the application of the law of any other jurisdiction. All terms and provisions of the Indenture and the Series 20092020-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In To the event extent any provision of any conflict between this Series 20092020-1 Note, on Note conflicts or is inconsistent with the one hand, and provisions of the Indenture or the Series 20092020-1 Supplement, on the other hand, provisions of the Indenture or the Series 20092020-1 Supplement, as applicable, shall controlgovern and be controlling. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the execution and delivery of the Indenture and the Series 20092020-1 Supplement and the issuance of this Series 20092020-1 Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law. Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this Series 20092020-1 Note shall not be entitled to any benefit under the Indenture and the Series 20092020-1 Supplement, or be valid or obligatory for any purpose.
Appears in 1 contract
Supplement. If Notwithstanding the foregoing, this Series 2009-1 Note is subject to mandatory prepayment, to the extent funds have been allocated to the Series 2009-1 Excess Collection Account and are available therefor, in accordance with the Indenture, during the Series 2009-1 Controlled Amortization Period, principal of this Note may be paid earlier, as described in the Indenture, and if an Amortization Event of Default with respect to the Series 2009-1 Notes shall occur have occurred and be continuingcontinuing then, the in certain circumstances, principal of and accrued the Series 2009-1 Note may be paid earlier, as described in the Indenture. All principal payments of the Series 2009-1 Note shall be made to the Series 2009-1 Noteholders. Payments of interest on this Series 2009-1 Note may be declared to be are due and payable on each Payment Date or such other date as may be specified in the manner and with the effect provided in the Indenture and the Series 2009-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance together with the terms installment of principal then due, if any, and any payments of principal made on any Business Day in respect of any Decreases, to the extent not in full payment of this Supplement and the Indenture 92 Series 2009-1 Note, shall be conclusive and binding upon made by wire transfer to the Holder of record of this Series 2009-1 Note and (or one or more predecessor Series 2009-1 Notes) on the Note Register as of the close of business on each Record Date. Any reduction in the principal amount of this Series 2009-1 Note (or one or more predecessor Series 2009-1 Notes) effected by any payments made on any Payment Date shall be binding upon all future holders Holders of this Series 2009-1 Note and of any Series 2009-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted thereon. Supplements and amendments to the Indenture and The Company shall pay interest on overdue installments of interest at the Series 2009-1 Supplement may be made only Note Rate to the extent and in circumstances permitted by lawful. Subject to the Indenture and the Series 2009-1 Supplement. The Holder of this Series 2009-1 Note shall have no right to enforce the provisions terms of the Indenture and the Series 2009-1 Supplement Note Purchase Agreement, the holder of any Series 2009-1 Note may transfer the same in whole or in part, in an amount equivalent to institute action an authorized denomination, by surrendering such Series 2009-1 Note at the office maintained by the Registrar for such purpose pursuant to enforce Section 2.5(a) of the covenantsBase Indenture, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to take any action with respect the Company and the Registrar by, the holder thereof and accompanied by a certificate substantially in the form of Exhibit E to a default under the Indenture and the Series 2009-1 Supplement. In exchange for any Series 2009-1 Note properly presented for transfer, the Company shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to institutesuch address as the transferee may request, appear Series 2009-1 Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2009-1 Note in part, the Company shall execute and the Trustee shall promptly authenticate and deliver or defend cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Series 2009-1 Notes for the aggregate principal amount that was not transferred. No transfer of any suit Series 2009-1 Note shall be made unless the request for such transfer is made by each Series 2009-1 Noteholder at such office. Upon the issuance of transferred Series 2009-1 Notes, the Trustee shall recognize the Holders of such Series 2009-1 Note as Series 2009-1 Noteholders. Each Series 2009-1 Noteholder, by acceptance of a Series 2009-1 Note, covenants and agrees that no recourse may be taken, directly or other proceedings indirectly, with respect thereto, except as provided under certain circumstances described in to the Indenture and obligations of the Trustee or the Company on the Series 2009-1 SupplementNote or under the Indenture or any certificate or other writing delivered in connection therewith, against the Trustee in its individual capacity, or against any stockholder, member, employee, officer, director or incorporator of the Company; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company constituting Collateral for any and all liabilities, obligations and undertakings contained in the Indenture or in this Series 2009-1 Note, to the extent provided for in the Indenture. 93 Each Series 2009-1 Noteholder, by acceptance of a Series 2009-1 Note, covenants and agrees that by accepting the benefits of the Indenture that such Series 2009-1 Noteholder will not, for a period of one year and one day following payment in full of the Series 2009-1 Supplement shall affect or impair any right Notes and each other Series of enforcement conferred on Indenture Notes issued under the Holder hereof to enforce any payment of the principal of and interest on this Series 2009-1 Note on or after the due date thereof; provided furtherBase Indenture, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer Company, or join with any other Person in instituting against the Company, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings proceedings, under any applicable United States Federal or state bankruptcy or similar law, at law in connection with any time other than at such time as permitted by obligations relating to the Indenture and Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Series 2009-1 Supplement. Each Holder of a Series 2009-1 Note shall be deemed to represent and warrant to the Initial PurchaserNote, the IssuerCompany, the Indenture Trustee and the Manager that it is not acquiring such Series 2009-1 Note with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) any agent of the Code Company or an entity the Trustee may treat the Person in whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity. Each Holder of a name this Series 2009-1 Note (ias of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Series 2009-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and each Series 2009-1 Noteholder that, for Federal, state and local income and franchise tax purposes and any other tax imposed on or measured by income, the Series 2009-1 Note will evidence indebtedness secured by the Collateral. Each Series 2009-1 Noteholder, by the acceptance of this Series 2009-1 Note, agrees to treat this Series 2009-1 Note for United States federalpurposes of Federal, state and local income or franchise taxes and any other tax imposed on or measured by income, single business and franchise tax purposes as indebtedness. The Indenture permits, (ii) agrees that with certain exceptions as therein provided, the duties amendment thereof and the modification of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that rights and obligations of the Company and the rights of the Holders of the Series 2009-1 Note shall not have Notes under the Indenture at any interest in any Series Account of any other Series or Class and (iv) ratifies and confirms time by the terms Company with the consent of the Indenture and Required Noteholders with respect to the other Series 2009-1 Transaction DocumentsNotes. All terms and The Indenture also contains provisions permitting the Holders of Series 2009-1 Notes representing specified percentages of the aggregate outstanding amount of the Series 2009-1 Notes, on behalf of the Holders of all the Series 2009-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to the Series 2009-1 Notes. To the extent set forth in the Indenture, any amendment or other modification to the Series 2009-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In or any of the event Related Documents that would extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of any conflict between this principal of or interest on the Series 2009-1 Note, Notes (or reduce the principal amount of or rate of interest on the one handSeries 2009-1 Notes), alter any provisions (including, without limitation, any relevant definitions) relating to the pro rata treatment of payments to the Series 2009-1 Noteholders, the Conduit Investors and the Indenture Committed Note Purchasers, amend or modify Section 6.9 of the Series 2009-1 Supplement or otherwise amend or modify any provision relating to the amendment or modification of the Series 2009-1 Supplement, on or, pursuant to the other handRelated Documents, would require the Indenture or consent of 100% of the Series 2009-1 Supplement, as applicable, shall control. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the execution and delivery of the Indenture and the Noteholders or each Series 2009-1 Supplement Noteholder affected by such amendment or modification, shall require the prior written consent of each Conduit Investor and Committed Note Purchaser or each Conduit Investor and each Committed Note Purchaser affected thereby, as applicable. Any such consent or waiver by the issuance Holder of this Series 2009-1 Note (or any one or more predecessor Series 2009-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Series 2009-1 Note and of any Series 2009-1 Note issued upon the issue registration of which it transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is a part, do exist, have happened made upon this Series 2009-1 Note. The Indenture also permits the Company and have been timely performed the Trustee to amend or waive certain terms and conditions set forth in regular form and manner as required by law. Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature without the consent of one Holders of its authorized officers, the Series 2009-1 Notes issued thereunder. The term “Company” as used in this Series 2009-1 Note includes any successor to the Company under the Indenture. The Series 2009-1 Note is issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. This Series 2009-1 Note and the Indenture shall not be entitled construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law. No reference herein to any benefit under the Indenture and no provision of this Series 2009-1 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Series 2009-1 Note at the times, place and rate, and in the coin or currency herein prescribed, subject to any duty of the Company to deduct or withhold any amounts as required by law, including any applicable U.S. withholding taxes; provided, that, notwithstanding anything to the contrary herein or in the Indenture, the Series 2009-1 Supplement, or be valid or obligatory for Noteholders shall not have recourse to any purpose.Series-Specific Collateral. 95 96
Appears in 1 contract
Samples: Third Amended and Restated Series 2009 1 Supplement (Hertz Global Holdings Inc)
Supplement. If Notwithstanding the foregoing, this Series 2009-1 Note is subject to mandatory prepayment, to the extent funds have been allocated to the Series 2009-1 Excess Collection Account and are available therefor, in accordance with the Indenture, during the Series 2009-1 Controlled Amortization Period, principal of this Note may be paid earlier, as described in the Indenture, and if an Amortization Event of Default with respect to the Series 2009-1 Notes shall occur have occurred and be continuingcontinuing then, the in certain circumstances, principal of and accrued the Series 2009-1 Note may be paid earlier, as described in the Indenture. All principal payments of the Series 2009-1 Note shall be made to the Series 2009-1 Noteholders. Payments of interest on this Series 2009-1 Note may be declared to be are due and payable on each Payment Date or such other date as may be specified in the manner and with the effect provided in the Indenture and the Series 2009-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance together with the terms installment of principal then due, if any, and any payments of principal made on any Business Day in respect of any Decreases, to the extent not in full payment of this Supplement and the Indenture Series 2009-1 Note, shall be conclusive and binding upon made by wire transfer to the Holder of record of this Series 2009-1 Note and (or one or more predecessor Series 2009-1 Notes) on the Note Register as of the close of business on each Record Date. Any reduction in the principal amount of this Series 2009-1 Note (or one or more predecessor Series 2009-1 Notes) effected by any payments made on any Payment Date shall be binding upon all future holders Holders of this Series 2009-1 Note and of any Series 2009-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted thereon. Supplements and amendments to the Indenture and The Company shall pay interest on overdue installments of interest at the Series 2009-1 Supplement may be made only Note Rate to the extent and in circumstances permitted by lawful. Subject to the Indenture and the Series 2009-1 Supplement. The Holder of this Series 2009-1 Note shall have no right to enforce the provisions terms of the Indenture and the Series 2009-1 Supplement Note Purchase Agreement, the holder of any Series 2009-1 Note may transfer the same in whole or in part, in an amount equivalent to institute action an authorized denomination, by surrendering such Series 2009-1 Note at the office maintained by the Registrar for such purpose pursuant to enforce Section 2.5(a) of the covenantsBase Indenture, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to take any action with respect the Company and the Registrar by, the holder thereof and accompanied by a certificate substantially in the form of Exhibit E to a default under the Indenture and the Series 2009-1 Supplement. In exchange for any Series 2009-1 Note properly presented for transfer, the Company shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to institutesuch address as the transferee may request, appear Series 2009-1 Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2009-1 Note in part, the Company shall execute and the Trustee shall promptly authenticate and deliver or defend cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Series 2009-1 Notes for the aggregate principal amount that was not transferred. No transfer of any suit Series 2009-1 Note shall be made unless the request for such transfer is made by each Series 2009-1 Noteholder at such office. Upon the issuance of transferred Series 2009-1 Notes, the Trustee shall recognize the Holders of such Series 2009-1 Note as Series 2009-1 Noteholders. Each Series 2009-1 Noteholder, by acceptance of a Series 2009-1 Note, covenants and agrees that no recourse may be taken, directly or other proceedings indirectly, with respect thereto, except as provided under certain circumstances described in to the Indenture and obligations of the Trustee or the Company on the Series 2009-1 SupplementNote or under the Indenture or any certificate or other writing delivered in connection therewith, against the Trustee in its individual capacity, or against any stockholder, member, employee, officer, director or incorporator of the Company; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company constituting Collateral for any and all liabilities, obligations and undertakings contained in the Indenture or in this Series 2009-1 Note, to the extent provided for in the Indenture. Each Series 2009-1 Noteholder, by acceptance of a Series 2009-1 Note, covenants and agrees that by accepting the benefits of the Indenture that such Series 2009-1 Noteholder will not, for a period of one year and one day following payment in full of the Series 2009-1 Supplement shall affect or impair any right Notes and each other Series of enforcement conferred on Indenture Notes issued under the Holder hereof to enforce any payment of the principal of and interest on this Series 2009-1 Note on or after the due date thereof; provided furtherBase Indenture, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer Company, or join with any other Person in instituting against the Company, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings proceedings, under any applicable United States Federal or state bankruptcy or similar law, at law in connection with any time other than at such time as permitted by obligations relating to the Indenture and Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Series 2009-1 Supplement. Each Holder of a Series 2009-1 Note shall be deemed to represent and warrant to the Initial PurchaserNote, the IssuerCompany, the Indenture Trustee and the Manager that it is not acquiring such Series 2009-1 Note with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) any agent of the Code Company or an entity the Trustee may treat the Person in whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity. Each Holder of a name this Series 2009-1 Note (ias of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Series 2009-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and each Series 2009-1 Noteholder that, for Federal, state and local income and franchise tax purposes and any other tax imposed on or measured by income, the Series 2009-1 Note will evidence indebtedness secured by the Collateral. Each Series 2009-1 Noteholder, by the acceptance of this Series 2009-1 Note, agrees to treat this Series 2009-1 Note for United States federalpurposes of Federal, state and local income or franchise taxes and any other tax imposed on or measured by income, single business and franchise tax purposes as indebtedness. The Indenture permits, (ii) agrees that with certain exceptions as therein provided, the duties amendment thereof and the modification of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that rights and obligations of the Company and the rights of the Holders of the Series 2009-1 Note shall not have Notes under the Indenture at any interest in any Series Account of any other Series or Class and (iv) ratifies and confirms time by the terms Company with the consent of the Indenture and Required Noteholders with respect to the other Series 2009-1 Transaction DocumentsNotes. All terms and The Indenture also contains provisions permitting the Holders of Series 2009-1 Notes representing specified percentages of the aggregate outstanding amount of the Series 2009-1 Notes, on behalf of the Holders of all the Series 2009-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to the Series 2009-1 Notes. To the extent set forth in the Indenture, any amendment or other modification to the Series 2009-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In or any of the event Related Documents that would extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of any conflict between this principal of or interest on the Series 2009-1 Note, Notes (or reduce the principal amount of or rate of interest on the one handSeries 2009-1 Notes), alter any provisions (including, without limitation, any relevant definitions) relating to the pro rata treatment of payments to the Series 2009-1 Noteholders, the Conduit Investors and the Indenture Committed Note Purchasers, amend or modify Section 6.9 of the Series 2009-1 Supplement or otherwise amend or modify any provision relating to the amendment or modification of the Series 2009-1 Supplement, on or, pursuant to the other handRelated Documents, would require the Indenture or consent of 100% of the Series 2009-1 Supplement, as applicable, shall control. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the execution and delivery of the Indenture and the Noteholders or each Series 2009-1 Supplement Noteholder affected by such amendment or modification, shall require the prior written consent of each Conduit Investor and Committed Note Purchaser or each Conduit Investor and each Committed Note Purchaser affected thereby, as applicable. Any such consent or waiver by the issuance Holder of this Series 2009-1 Note (or any one or more predecessor Series 2009-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Series 2009-1 Note and of any Series 2009-1 Note issued upon the issue registration of which it transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is a part, do exist, have happened made upon this Series 2009-1 Note. The Indenture also permits the Company and have been timely performed the Trustee to amend or waive certain terms and conditions set forth in regular form and manner as required by law. Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature without the consent of one Holders of its authorized officers, the Series 2009-1 Notes issued thereunder. The term “Company” as used in this Series 2009-1 Note includes any successor to the Company under the Indenture. The Series 2009-1 Note is issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. This Series 2009-1 Note and the Indenture shall not be entitled construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law. No reference herein to any benefit under the Indenture and no provision of this Series 2009-1 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Series 2009-1 Note at the times, place and rate, and in the coin or currency herein prescribed, subject to any duty of the Company to deduct or withhold any amounts as required by law, including any applicable U.S. withholding taxes; provided, that, notwithstanding anything to the contrary herein or in the Indenture, the Series 2009-1 Supplement, or be valid or obligatory for Noteholders shall not have recourse to any purposeSeries-Specific Collateral.
Appears in 1 contract
Samples: Amended and Restated Series 2009 1 Supplement (Hertz Global Holdings Inc)
Supplement. If an Event A record of Default shall occur and be continuing, the principal of and accrued interest on this each Series 2009-1 Note may Advance, Prepayment and repayment shall be declared made by the Deal Agent and absent manifest error such record shall be conclusive. Capitalized terms not otherwise defined herein will have the meaning set forth in Appendix A to be due and payable in the manner and with the effect provided in the Indenture and or the Series 2009-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance with the terms of this Supplement and the Indenture shall be conclusive and binding upon the Holder of this Series 2009-1 Note and on all future holders of this Series 2009-1 Note and of any Series 2009-1 Note issued in lieu hereof. Supplements and amendments to the Indenture and the Series 2009-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2009-1 Supplement. The Holder of this Series 2009-1 Note shall have no right to enforce the provisions of the Indenture and the Series 2009-1 Supplement or to institute action to enforce the covenants, or to take any action with respect to a default under the Indenture and the Series 2009-1 Supplement, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the Series 2009-1 Supplement; provided, however, that nothing contained in the Indenture and the Series 2009-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment Payment of the principal of and interest on this Series 2009-1 Note shall be made in lawful money of the United States of America which at the time of payment is legal tender for payment of public and private debts. The principal balance of and interest on or after this Series 2009-1 Note is payable at the due date thereof; provided further, however, that times and in the amounts set forth in the Indenture and the Series 2009-1 Supplement by acceptance hereof wire transfer of immediately available funds to the account designated by the Holder of record on the immediately preceding Record Date. This Series 2009-1 Note is deemed one of the authorized notes identified in the title hereto and issued in the aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000) (or, if less, the Series 2009-1 Note Principal Balance of this Series 2009-1 Note) pursuant to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by the Indenture and the Series 2009-1 Supplement. Each Holder of a The Series 2009-1 Note Notes shall be deemed to represent an obligation of the Issuer and warrant shall be secured by the Collateral, all as defined in, and subject to the Initial Purchaserlimitations set forth in, the Issuer, the Indenture Trustee and the Manager that it is not acquiring such Series 2009-1 Note with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) of the Code or an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity. Each Holder of a Series 2009-1 Note (i) agrees to treat this Series 2009-1 Note for United States federal, state and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that the duties of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that the Series 2009-1 Note shall not have any interest in any Series Account of any other Series or Class and (iv) ratifies and confirms the terms of the Indenture and the other Series 2009-1 Transaction Documents. All terms and provisions of the Indenture and the Series 2009-1 Supplement are herein incorporated by reference as if set forth herein in their entiretySupplement. In the event of any conflict between this Series 2009-1 Note, on the one hand, and the Indenture or the Series 2009-1 Supplement, on the other hand, the Indenture or the Series 2009-1 Supplement, as applicable, shall control. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the execution and delivery of the Indenture and the Series 2009-1 Supplement and the issuance of this This Series 2009-1 Note and the issue of which it is a part, do exist, have happened and have been timely performed transferable as provided in regular form and manner as required by law. Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture and the Series 2009-1 Supplement, subject to certain limitations therein contained, only upon the books for registration and transfer kept by the Indenture Trustee, and only upon surrender of this Series 2009-1 Note for transfer to the Indenture Trustee duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Indenture Trustee duly executed by the registered Holder hereof or his attorney duly authorized in writing. The Indenture Trustee or the Issuer may require payment by the Holder of a sum sufficient to cover any tax expense or other governmental charge payable in connection with any transfer or exchange of the Series 2009-1 Notes. The Issuer, the Indenture Trustee and any other agent of the Issuer may treat the person in whose name this Series 2009-1 Note is registered as the absolute owner hereof for all purposes, and neither the Issuer, the Indenture Trustee, nor any other such agent shall be valid or obligatory for any purposeaffected by notice to the contrary.
Appears in 1 contract
Supplement. If Notwithstanding the foregoing, this Series 2009-1 Note is subject to mandatory prepayment, to the extent funds have been allocated to the Series 2009-1 Excess Collection Account and are available therefor, in accordance with the Indenture, during the Series 2009-1 Controlled Amortization Period, principal of this Note may be paid earlier, as described in the Indenture, and if an Amortization Event of Default with respect to the Series 2009-1 Notes shall occur have occurred and be continuingcontinuing then, the in certain circumstances, principal of and accrued the Series 2009-1 Note may be paid earlier, as described in the Indenture. All principal payments of the Series 2009-1 Note shall be made to the Series 2009-1 Noteholders. Payments of interest on this Series 2009-1 Note may be declared to be are due and payable on each Payment Date or such other date as may be specified in the manner and with the effect provided in the Indenture and the Series 2009-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance together with the terms installment of principal then due, if any, and any payments of principal made on any Business Day in respect of any Decreases, to the extent not in full payment of this Supplement and the Indenture Series 2009-1 Note, shall be conclusive and binding upon made by wire transfer to the Holder of record of this Series 2009-1 Note and (or one or more predecessor Series 2009-1 Notes) on the Note Register as of the close of business on each Record Date. Any reduction in the principal amount of this Series 2009-1 Note (or one or more predecessor Series 2009-1 Notes) effected by any payments made on any Payment Date shall be binding upon all future holders Holders of this Series 2009-1 Note and of any Series 2009-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted thereon. Supplements and amendments to the Indenture and The Company shall pay interest on overdue installments of interest at the Series 2009-1 Supplement may be made only Note Rate to the extent and in circumstances permitted by lawful. Subject to the Indenture and the Series 2009-1 Supplement. The Holder of this Series 2009-1 Note shall have no right to enforce the provisions terms of the Indenture and the Series 2009-1 Supplement Note Purchase Agreement, the holder of any Series 2009-1 Note may transfer the same in whole or in part, in an amount equivalent to institute action an authorized denomination, by surrendering such Series 2009-1 Note at the office maintained by the Registrar for such purpose pursuant to enforce Section 2.5(a) of the covenantsBase Indenture, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to take any action with respect the Company and the Registrar by, the holder thereof and accompanied by a certificate substantially in the form of Exhibit E to a default under the Indenture and the Series 2009-1 Supplement. In exchange for any Series 2009-1 Note properly presented for transfer, the Company shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to institutesuch address as the transferee may request, appear Series 2009-1 Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2009-1 Note in part, the Company shall execute and the Trustee shall promptly authenticate and deliver or defend cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Series 2009-1 Notes for the aggregate principal amount that was not transferred. No transfer of any suit Series 2009-1 Note shall be made unless the request for such transfer is made by each Series 2009-1 Noteholder at such office. Upon the issuance of transferred Series 2009-1 Notes, the Trustee shall recognize the Holders of such Series 2009-1 Note as Series 2009-1 Noteholders. Each Series 2009-1 Noteholder, by acceptance of a Series 2009-1 Note, covenants and agrees that no recourse may be taken, directly or other proceedings indirectly, with respect thereto, except as provided under certain circumstances described in to the Indenture and obligations of the Trustee or the Company on the Series 2009-1 SupplementNote or under the Indenture or any certificate or other writing delivered in connection therewith, against the Trustee in its individual capacity, or against any stockholder, member, employee, officer, director or incorporator of the Company; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company constituting Collateral for any and all liabilities, obligations and undertakings contained in the Indenture or in this Series 2009-1 Note, to the extent provided for in the Indenture. Each Series 2009-1 Noteholder, by acceptance of a Series 2009-1 Note, covenants and agrees that by accepting the benefits of the Indenture that such Series 2009-1 Noteholder will not, for a period of one year and one day following payment in full of the Series 2009-1 Supplement shall affect or impair any right Notes and each other Series of enforcement conferred on Indenture Notes issued under the Holder hereof to enforce any payment of the principal of and interest on this Series 2009-1 Note on or after the due date thereof; provided furtherBase Indenture, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer Company, or join with any other Person in instituting against the Company, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings proceedings, under any applicable United States Federal or state bankruptcy or similar law, at law in connection with any time other than at such time as permitted by obligations relating to the Indenture and Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Series 2009-1 Supplement. Each Holder of a Series 2009-1 Note shall be deemed to represent and warrant to the Initial PurchaserNote, the IssuerCompany, the Indenture Trustee and the Manager that it is not acquiring such Series 2009-1 Note with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) any agent of the Code Company or an entity the Trustee may treat the Person in whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity. Each Holder of a name this Series 2009-1 Note (ias of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Series 2009-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and each Series 2009-1 Noteholder that, for Federal, state and local income and franchise tax purposes and any other tax imposed on or measured by income, the Series 2009-1 Note will evidence indebtedness secured by the Collateral. Each Series 2009-1 Noteholder, by the acceptance of this Series 2009-1 Note, agrees to treat this Series 2009-1 Note for United States federalpurposes of Federal, state and local income or franchise taxes and any other tax imposed on or measured by income, single business and franchise tax purposes as indebtedness. The Indenture permits, (ii) agrees that with certain exceptions as therein provided, the duties amendment thereof and the modification of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that rights and obligations of the Company and the rights of the Holders of the Series 2009-1 Note shall not have Notes under the Indenture at any interest in any Series Account of any other Series or Class and (iv) ratifies and confirms time by the terms Company with the consent of the Indenture and Required Noteholders with respect to the other Series 2009-1 Transaction DocumentsNotes. All terms and The Indenture also contains provisions permitting the Holders of Series 2009-1 Notes representing specified percentages of the aggregate outstanding amount of the Series 2009-1 Notes, on behalf of the Holders of all the Series 2009-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to the Series 2009-1 Notes. To the extent set forth in the Indenture, any amendment or other modification to the Series 2009-1 Supplement are herein incorporated or any of the Related Documents that would extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on the Series 2009-1 Notes (or reduce the principal amount of or rate of interest on the Series 2009-1 Notes), alter any provisions (including, without limitation, any relevant definitions) relating to the pro rata treatment of payments to the Series 2009-1 Noteholders, the Conduit Investors and the Committed Note Purchasers, amend or modify Section 6.9 of the Series Supplement or otherwise amend or modify any provision relating to the amendment or modification of the Series Supplement, or, pursuant to the Related Documents, would require the consent of 100% of the Series 2009-1 Noteholders or each Series 2009-1 Noteholder affected by reference such amendment or modification, shall require the prior written consent of each Conduit Investor and Committed Note Purchaser or each Conduit Investor and each Committed Note Purchaser affected thereby, as if set forth herein in their entiretyapplicable. In Any such consent or waiver by the event Holder of any conflict between this Series 2009-1 Note, on the Note (or any one hand, and the Indenture or the more predecessor Series 2009-1 Supplement, on the other hand, the Indenture or the Series 2009-1 Supplement, as applicable, Notes) shall control. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that be conclusive and binding upon such Holder and upon all acts, conditions and things required to exist, happen and be performed precedent to the execution and delivery of the Indenture and the Series 2009-1 Supplement and the issuance future Holders of this Series 2009-1 Note and of any Series 2009-1 Note issued upon the issue registration of which it transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is a part, do exist, have happened made upon this Series 2009-1 Note. The Indenture also permits the Company and have been timely performed the Trustee to amend or waive certain terms and conditions set forth in regular form and manner as required by law. Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature without the consent of one Holders of its authorized officers, the Series 2009-1 Notes issued thereunder. The term “Company” as used in this Series 2009-1 Note includes any successor to the Company under the Indenture. The Series 2009-1 Note is issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. This Series 2009-1 Note and the Indenture shall not be entitled construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law. No reference herein to any benefit under the Indenture and no provision of this Series 2009-1 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Series 2009-1 Note at the times, place and rate, and in the coin or currency herein prescribed, subject to any duty of the Company to deduct or withhold any amounts as required by law, including any applicable U.S. withholding taxes; provided, that, notwithstanding anything to the contrary herein or in the Indenture, the Series 2009-1 Supplement, or be valid or obligatory for Noteholders shall not have recourse to any purposeSeries-Specific Collateral.
Appears in 1 contract
Supplement. If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 2009-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and During the Series 2009-1 Supplement. The Indenture permits, with certain exceptions as therein providedControlled Amortization Period, the issuance of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance with the terms of this Supplement and the Indenture shall be conclusive and binding upon the Holder of this Series 2009-1 Note and on all future holders of this Series 2009-1 Note and of any Series 2009-1 Note issued in lieu hereof. Supplements and amendments to the Indenture and the Series 2009-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2009-1 Supplement. The Holder principal of this Series 2009-1 Note shall have no right to enforce the provisions of the Indenture and the be paid in installments on each Series 2009-1 Supplement or Controlled Amortization Payment Date to institute action the extent of funds available for payment therefor pursuant to enforce the covenantsIndenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, or subject to take any action cure in accordance with respect to a default under the Indenture and the Series 2009-1 Supplement, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the principal of this Series 2009-1 Supplement; provided, however, that nothing contained Note shall be paid in installments on each subsequent Payment Date to the Indenture and extent of funds available for payment therefor pursuant to the Series 2009-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the Indenture. Such principal of and interest on this Series 2009-1 Note shall be paid in the manner specified on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted reverse hereof. The principal of and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by the Indenture and the interest on this Series 2009-1 SupplementNote are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Each Holder of a Except as otherwise provided in the Indenture, payments made by the Company with respect to this Series 2009-1 Note shall be deemed applied first to represent interest due and warrant to the Initial Purchaser, the Issuer, the Indenture Trustee and the Manager that it is not acquiring such Series 2009-1 Note with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) of the Code or an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity. Each Holder of a Series 2009-1 Note (i) agrees to treat payable on this Series 2009-1 Note for United States federal, state as provided above and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that then to the duties unpaid principal of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that the Series 2009-1 Note shall not have any interest in any Series Account of any other Series or Class and (iv) ratifies and confirms the terms of the Indenture and the other Series 2009-1 Transaction Documents. All terms and provisions of the Indenture and the Series 2009-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In the event of any conflict between this Series 2009-1 Note. This Series 2009-1 Note does not represent an interest in, on or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than the one handCompany. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, and No. R-2, dated September 18, 2009, in the Indenture or original principal amount of $[ ] issued by the Company under the Series 2009-1 Supplement, on the other handdated as of September 18, the Indenture or the Series 2009-1 Supplement, as applicable, shall control. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent 2009 (without giving effect to the execution amendment and delivery restatement thereof on December 16, 2010) to the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the Series 2009-1 Supplement and Trustee. Reference is made to the issuance further provisions of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Series 2009-1 Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the issue rights, duties and obligations of which it is a partthe Company and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: The Bank of New York Mellon Trust Company, do existN.A., have happened and have been timely performed in regular form and manner as required by law0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Finance. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature of one of its authorized officerssignature, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture and referred to on the Series 2009-1 Supplementreverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Amended and Restated Series 2009 1 Supplement (Hertz Global Holdings Inc)
Supplement. If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 2009-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and During the Series 2009-1 Supplement. The Indenture permits, with certain exceptions as therein providedControlled Amortization Period, the issuance of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance with the terms of this Supplement and the Indenture shall be conclusive and binding upon the Holder of this Series 2009-1 Note and on all future holders of this Series 2009-1 Note and of any Series 2009-1 Note issued in lieu hereof. Supplements and amendments to the Indenture and the Series 2009-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2009-1 Supplement. The Holder principal of this Series 2009-1 Note shall have no right to enforce the provisions of the Indenture and the be paid in installments on each Series 2009-1 Supplement or Controlled Amortization Payment Date to institute action the extent of funds available for payment therefor pursuant to enforce the covenantsIndenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, or subject to take any action cure in accordance with respect to a default under the Indenture and the Series 2009-1 Supplement, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the principal of this Series 2009-1 Supplement; provided, however, that nothing contained Note shall be paid in installments on each subsequent Payment Date to the Indenture and extent of funds available for payment therefor pursuant to the Series 2009-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the Indenture. Such principal of and interest on this Series 2009-1 Note shall be paid in the manner specified on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted reverse hereof. The principal of and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by the Indenture and the interest on this Series 2009-1 SupplementNote are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Each Holder of a Except as otherwise provided in the Indenture, payments made by the Company with respect to this Series 2009-1 Note shall be deemed applied first to represent interest due and warrant to the Initial Purchaser, the Issuer, the Indenture Trustee and the Manager that it is not acquiring such Series 2009-1 Note with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) of the Code or an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity. Each Holder of a Series 2009-1 Note (i) agrees to treat payable on this Series 2009-1 Note for United States federal, state as provided above and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that then to the duties unpaid principal of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that the Series 2009-1 Note shall not have any interest in any Series Account of any other Series or Class and (iv) ratifies and confirms the terms of the Indenture and the other Series 2009-1 Transaction Documents. All terms and provisions of the Indenture and the Series 2009-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In the event of any conflict between this Series 2009-1 Note, on the one hand, and the Indenture or the . This Series 2009-1 SupplementNote does not represent an interest in, on or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than the other hand, the Indenture or the Series 2009-1 Supplement, as applicable, shall controlCompany. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent Reference is made to the execution and delivery of the Indenture and the Series 2009-1 Supplement and the issuance further provisions of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Series 2009-1 Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the issue rights, duties and obligations of which it is a partthe Company and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: The Bank of New York Mellon Trust Company, do existN.A., have happened and have been timely performed in regular form and manner as required by law0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Finance. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature of one of its authorized officerssignature, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture and referred to on the Series 2009-1 Supplementreverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Supplement. If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 20092011-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 20092011-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance with the terms of this Supplement and the Indenture shall be conclusive and binding upon the Holder of this Series 20092011-1 Note and on all future holders of this Series 20092011-1 Note and of any Series 20092011-1 Note issued in lieu hereof. Supplements and amendments to the Indenture and the Series 20092011-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 20092011-1 Supplement. The Holder of this Series 20092011-1 Note shall have no right to enforce the provisions of the Indenture and the Series 20092011-1 Supplement or to institute action to enforce the covenants, or to take any action with respect to a default under the Indenture and the Series 20092011-1 Supplement, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the Series 20092011-1 Supplement; provided, however, that nothing contained in the Indenture and the Series 20092011-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the principal of and interest on this Series 20092011-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by the Indenture and the Series 20092011-1 Supplement. Each Holder of a Series 20092011-1 Note shall be deemed to represent and warrant to the Initial Purchaser, the Issuer, the Indenture Trustee and the Manager that it is not acquiring such Series 20092011-1 Note with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) of the Code or an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity. Each Holder of a Series 20092011-1 Note (i) agrees to treat this Series 20092011-1 Note for United States federal, state and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that the duties of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that the Series 20092011-1 Note shall not have any interest in any Series Account of any other Series or Class and (iv) ratifies and confirms the terms of the Indenture and the other Series 20092011-1 Transaction Documents. All terms and provisions of the Indenture and the Series 20092011-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In the event of any conflict between this Series 20092011-1 Note, on the one hand, and the Indenture or the Series 20092011-1 Supplement, on the other hand, the Indenture or the Series 20092011-1 Supplement, as applicable, shall control. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the execution and delivery of the Indenture and the Series 20092011-1 Supplement and the issuance of this Series 20092011-1 Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law. Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this Series 20092011-1 Note shall not be entitled to any benefit under the Indenture and the Series 20092011-1 Supplement, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Indenture Supplement (TAL International Group, Inc.)
Supplement. If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 2009-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and During the Series 2009-1 Supplement. The Indenture permits, with certain exceptions as therein providedControlled Amortization Period, the issuance of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance with the terms of this Supplement and the Indenture shall be conclusive and binding upon the Holder of this Series 2009-1 Note and on all future holders of this Series 2009-1 Note and of any Series 2009-1 Note issued in lieu hereof. Supplements and amendments to the Indenture and the Series 2009-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2009-1 Supplement. The Holder principal of this Series 2009-1 Note shall have no right to enforce the provisions of the Indenture and the be paid in installments on each Series 2009-1 Supplement or Controlled Amortization Payment Date to institute action the extent of funds available for payment therefor pursuant to enforce the covenantsIndenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, or subject to take any action cure in accordance with respect to a default under the Indenture and the Series 2009-1 Supplement, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the principal of this Series 2009-1 Supplement; provided, however, that nothing contained Note shall be paid in installments on each subsequent Payment Date to the Indenture and extent of funds available for payment therefor pursuant to the Series 2009-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the Indenture. Such principal of and interest on this Series 2009-1 Note shall be paid in the manner specified on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted reverse hereof. The principal of and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by the Indenture and the interest on this Series 2009-1 SupplementNote are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Each Holder of a Except as otherwise provided in the Indenture, payments made by the Company with respect to this Series 2009-1 Note shall be deemed applied first to represent interest due and warrant to the Initial Purchaser, the Issuer, the Indenture Trustee and the Manager that it is not acquiring such Series 2009-1 Note with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) of the Code or an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity. Each Holder of a Series 2009-1 Note (i) agrees to treat payable on this Series 2009-1 Note for United States federal, state as provided above and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that then to the duties unpaid principal of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that the Series 2009-1 Note shall not have any interest in any Series Account of any other Series or Class and (iv) ratifies and confirms the terms of the Indenture and the other Series 2009-1 Transaction Documents. All terms and provisions of the Indenture and the Series 2009-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In the event of any conflict between this Series 2009-1 Note. This Series 2009-1 Note does not represent an interest in, on or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than the one handCompany. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, and No. [ ], dated October 25, 2012, in the Indenture or original principal amount of $[ ] issued by the Company under the Series 2009-1 Supplement, on the other handdated as of October 25, the Indenture or the Series 2009-1 Supplement, as applicable, shall control. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent 2012 (without giving effect to the execution amendment and delivery restatement thereof on October 25, 2012) to the Fourth Amended and Restated Base Indenture, dated as of November 25, 2013, each by and between the Indenture Company and the Series 2009-1 Supplement and Trustee. Reference is made to the issuance further provisions of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Series 2009-1 Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the issue rights, duties and obligations of which it is a partthe Company and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: The Bank of New York Mellon Trust Company, do existN.A., have happened and have been timely performed in regular form and manner as required by law0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration–Structured Finance. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature of one of its authorized officerssignature, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture and referred to on the Series 2009-1 Supplementreverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Third Amended and Restated Series 2009 1 Supplement (Hertz Global Holdings Inc)
Supplement. If an Event of Default shall occur and be continuing, the principal of and accrued interest on this In exchange for any Series 20092010-1 Note may be declared properly presented for transfer, the Company shall execute and the Trustee shall promptly authenticate and deliver or cause to be due authenticated and payable delivered in compliance with applicable law, to the manner and with transferee at such office, or send by mail (at the effect provided in risk of the Indenture and transferee) to such address as the transferee may request, Series 20092010-1 SupplementNotes for the same aggregate principal amount as was transferred. The Indenture permits, with certain exceptions as therein provided, In the issuance case of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance with the terms transfer of this Supplement and the Indenture shall be conclusive and binding upon the Holder of this any Series 20092010-1 Note in part, the Company shall execute and on all future holders the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of this the transferor) to such address as the transferor may request, Series 20092010-1 Note and Notes for the aggregate principal amount that was not transferred. No transfer of any Series 2009-1 Note issued in lieu hereof. Supplements and amendments to the Indenture and the Series 2009-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2009-1 Supplement. The Holder of this Series 20092010-1 Note shall have no right to enforce be made unless the provisions of the Indenture and the request for such transfer is made by each Series 20092010-1 Supplement Noteholder at such office. Upon the issuance of transferred Series 2010-1 Notes, the Trustee shall recognize the Holders of such Series 2010-1 Note as Series 2010-1 Noteholders. Each Series 2010-1 Noteholder, by acceptance of a Series 2010-1 Note, covenants and agrees that no recourse may be taken, directly or to institute action to enforce the covenantsindirectly, or to take any action with respect to a default the obligations of the Trustee or the Company on the Series 2010-1 Note or under the Indenture and or any certificate or other writing delivered in connection therewith, against the Series 2009-1 SupplementTrustee in its individual capacity, or to instituteagainst any stockholder, appear in member, employee, officer, director or defend any suit or other proceedings with respect thereto, except as provided under certain circumstances described in incorporator of the Indenture and the Series 2009-1 SupplementCompany; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company constituting Collateral for any and all liabilities, obligations and undertakings contained in the Indenture or in this Series 2010-1 Note, to the extent provided for in the Indenture. Each Series 2010-1 Noteholder, by acceptance of a Series 2010-1 Note, covenants and agrees that by accepting the benefits of the Indenture that such Series 2010-1 Noteholder will not, for a period of one year and one day following payment in full of the Series 20092010-1 Supplement shall affect or impair any right Notes and each Class of enforcement conferred on each other Series of Indenture Notes issued under the Holder hereof to enforce any payment of the principal of and interest on this Series 2009-1 Note on or after the due date thereof; provided furtherBase Indenture, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer Company, or join with any other Person in instituting against the Company, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings proceedings, under any applicable United States Federal or state bankruptcy or similar law, at law in connection with any time other than at such time as permitted by obligations relating to the Indenture and Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Series 20092010-1 Supplement. Each Holder Note, the Company, the Trustee and any agent of a the Company or the Trustee may treat the Person in whose name this Series 20092010-1 Note shall (as of the day of determination or as of such other date as may be deemed to represent and warrant to specified in the Initial Purchaser, Indenture) is registered as the Issuer, the Indenture Trustee and the Manager that it is not acquiring such Series 2009-1 Note with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISAowner hereof for all purposes, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) of the Code or an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity. Each Holder of a this Series 20092010-1 Note (i) be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and each Series 2010-1 Noteholder that, for Federal, state and local income and franchise tax purposes and any other tax imposed on or measured by income, the Series 2010-1 Note will evidence indebtedness secured by the Collateral. Each Series 2010-1 Noteholder, by the acceptance of this Series 2010-1 Note, agrees to treat this Series 20092010-1 Note for United States federalpurposes of Federal, state and local income or franchise taxes and any other tax imposed on or measured by income, single business and franchise tax purposes as indebtedness. The Indenture permits, (ii) agrees that with certain exceptions as therein provided, the duties amendment thereof and the modification of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that rights and obligations of the Company and the rights of the Holders of the Series 20092010-1 Note shall not have Notes under the Indenture at any interest in any Series Account of any other Series or Class and (iv) ratifies and confirms time by the terms Company with the consent of the Indenture and Required Noteholders with respect to the other Series 20092010-1 Transaction DocumentsNotes. All terms and The Indenture also contains provisions permitting the Holders of Series 2010-1 Notes representing specified percentages of the aggregate outstanding amount of the Series 2010-1 Notes, on behalf of the Holders of all the Series 2010-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to the Series 20092010-1 Notes. To the extent set forth in the Indenture, any amendment or other modification to the Series 2010-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In or any of the event Related Documents that would extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of any conflict between this principal of or interest on the Series 20092010-1 Note, Notes (or reduce the principal amount of or rate of interest on the one handSeries 2010-1 Notes), alter any provisions (including, without limitation, any relevant definitions) relating to the pro rata treatment of payments to the Series 2010-1 Noteholders, the Conduit Investors and the Indenture Committed Note Purchasers, amend or modify Section 6.9 of the Series 20092010-1 Supplement or otherwise amend or modify any provision relating to the amendment or modification of the Series 2010-1 Supplement, on or, pursuant to the other handRelated Documents, would require the Indenture or consent of 100% of the Series 20092010-1 SupplementNoteholders or each Series 2010-1 Noteholder affected by such amendment or modification, shall require the prior written consent of each Conduit Investor and Committed Note Purchaser or each Conduit Investor and each Committed Note Purchaser affected thereby, as applicable, shall control. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to Any such consent or waiver by the execution and delivery of the Indenture and the Series 2009-1 Supplement and the issuance Holder of this Series 20092010-1 Note (or any one or more predecessor Series 2010-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Series 2010-1 Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law. Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this any Series 20092010-1 Note shall issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not be entitled notation of such consent or waiver is made upon this Series 2010-1 Note. The Indenture also permits the Company and the Trustee to any benefit under amend or waive certain terms and conditions set forth in the Indenture and without the consent of Holders of the Series 20092010-1 Supplement, or be valid or obligatory for any purposeNotes issued thereunder.
Appears in 1 contract
Samples: Amended and Restated Series 2010 1 Supplement (Zipcar Inc)
