Common use of Termination of Series Supplement Clause in Contracts

Termination of Series Supplement. (a) This Series Supplement shall cease to be of further effect when all Outstanding Series 2005-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost or stolen Series 2005-1 Notes which have been replaced or paid) to the Trustee for cancellation, ARG has paid all sums due and payable hereunder, the Surety Provider has been paid all Surety Provider Fees and all other Surety Provider Reimbursement Amounts due under the Insurance Agreement, each Series 2005-1 Initial Interest Rate Hedge Provider Hedge has been terminated and, for so long as no payment default by the Series 2005-1 Initial Interest Rate Hedge Provider under its related Series 2005-1 Interest Rate Hedge has occurred and is continuing, the Series 2005-1 Initial Interest Rate Hedge Provider has been paid all amounts owing to it under each of its Series 2005-1 Initial Interest Rate Hedge Provider Xxxxxx and, if the Series 2005-1 Demand Note Payment on the Series 2005-1 Letter of Credit Termination Date was greater than zero, all amounts have been withdrawn from the Series 2005-1 Cash Collateral Account in accordance with Section 2.8(i) of this Series Supplement. (b) In addition, ARG may terminate all of its obligations under this Series Supplement if: (i) ARG irrevocably deposits in trust with the Trustee or at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and ARG under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations (together with rights under any applicable and available hedging arrangements in respect of principal of and interest on the Series 2005-1 Notes) in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay, when due, principal and interest on the Series 2005-1 Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder (taking into account any applicable and available hedging arrangements in respect of principal of or interest on the Series 2005-1 Notes); provided, however, that (1) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations and hedging arrangements to the Trustee and (2) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations and hedging arrangements to the payment of said principal and interest with respect to the Series 2005-1 Notes; (ii) ARG delivers to the Trustee an Officer’s Certificate stating that all conditions precedent to satisfaction and discharge of this Series Supplement have been complied with, and an Opinion of Counsel to the same effect; (iii) ARG delivers to the Trustee an Officer’s Certificate stating that no Potential Amortization Event or Amortization Event, in either case, shall have occurred and be continuing with respect to the Series 2005-1 Notes on the date of such deposit; (iv) ARG delivers to the Trustee an Opinion of Counsel to the effect that the termination of ARG’s obligations under this Series Supplement in accordance with the provisions of this Article VII shall not result in the recognition of gain by the Series 2005-1 Noteholders at the time of such termination; and (v) the Series 2005-1 Rating Agency Confirmation and Consent Condition is satisfied. Then, this Series Supplement shall cease to be of further effect. (c) After such irrevocable deposit made pursuant to Section 7.1(b) of this Series Supplement and satisfaction of the other conditions set forth herein, the Trustee promptly upon request shall acknowledge in writing the discharge of ARG’s obligations under this Series Supplement. In order to have money available on a payment date to pay principal or interest on the Series 2005-1 Notes, the U.S. Government Obligations (and any amounts due under any applicable hedging arrangements) shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.

Appears in 1 contract

Samples: Second Amended and Restated Series 2004 4 Supplement (Vanguard Car Rental Group Inc.)

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Termination of Series Supplement. (a) This Series Supplement shall cease to be of further effect when all Outstanding Series 2005-1 2 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost or stolen Series 2005-1 2 Notes which have been replaced or paid) to the Trustee for cancellation, ARG has paid all sums due and payable hereunder, the Surety Provider has been paid all Surety Provider Fees and all other Surety Provider Reimbursement Amounts due under the Insurance Agreement, each Series 2005-1 2 Initial Interest Rate Hedge Provider Hedge has been terminated and, for so long as no payment default by the Series 2005-1 2 Initial Interest Rate Hedge Provider under its related Series 2005-1 2 Interest Rate Hedge has occurred and is continuing, the Series 2005-1 2 Initial Interest Rate Hedge Provider has been paid all amounts owing to it under each of its Series 2005-1 2 Initial Interest Rate Hedge Provider Xxxxxx and, if the Series 2005-1 2 Demand Note Payment on the Series 2005-1 2 Letter of Credit Termination Date was greater than zero, all amounts have been withdrawn from the Series 2005-1 2 Cash Collateral Account in accordance with Section 2.8(i) of this Series Supplement. (b) In addition, ARG may terminate all of its obligations under this Series Supplement if: (i) ARG irrevocably deposits in trust with the Trustee or at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and ARG under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations (together with rights under any applicable and available hedging arrangements in respect of principal of and interest on the Series 2005-1 2 Notes) in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay, when due, principal and interest on the Series 2005-1 2 Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder (taking into account any applicable and available hedging arrangements in respect of principal of or interest on the Series 2005-1 2 Notes); provided, however, that (1) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations and hedging arrangements to the Trustee and (2) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations and hedging arrangements to the payment of said principal and interest with respect to the Series 2005-1 2 Notes; (ii) ARG delivers to the Trustee an Officer’s Certificate stating that all conditions precedent to satisfaction and discharge of this Series Supplement have been complied with, and an Opinion of Counsel to the same effect; (iii) ARG delivers to the Trustee an Officer’s Certificate stating that no Potential Amortization Event or Amortization Event, in either case, shall have occurred and be continuing with respect to the Series 2005-1 2 Notes on the date of such deposit; (iv) ARG delivers to the Trustee an Opinion of Counsel to the effect that the termination of ARG’s obligations under this Series Supplement in accordance with the provisions of this Article VII shall not result in the recognition of gain by the Series 2005-1 2 Noteholders at the time of such termination; and (v) the Series 2005-1 2 Rating Agency Confirmation and Consent Condition is satisfied. Then, this Series Supplement shall cease to be of further effect. (c) After such irrevocable deposit made pursuant to Section 7.1(b) of this Series Supplement and satisfaction of the other conditions set forth herein, the Trustee promptly upon request shall acknowledge in writing the discharge of ARG’s obligations under this Series Supplement. In order to have money available on a payment date to pay principal or interest on the Series 2005-1 2 Notes, the U.S. Government Obligations (and any amounts due under any applicable hedging arrangements) shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.

Appears in 1 contract

Samples: Amended and Restated Series 2005 2 Supplement (Vanguard Car Rental Group Inc.)

Termination of Series Supplement. (a) This Series Supplement shall cease to be of further effect when all Outstanding Series 20051999-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost or stolen Series 2005-1 Notes which have been replaced or paid) to the Trustee for cancellation, ARG has paid all sums due and payable hereunder, the Surety Provider has been paid all Surety Provider Fees and all other Surety Provider Reimbursement Amounts due under the Insurance Agreement, each Series 2005-1 Initial Interest Rate Hedge Provider Hedge has been terminated and, for so long as no payment default by the Series 2005-1 Initial Interest Rate Hedge Provider under its related Series 2005-1 Interest Rate Hedge has occurred and is continuing, the Series 2005-1 Initial Interest Rate Hedge Provider has been paid all amounts owing to it under each of its Series 2005-1 Initial Interest Rate Hedge Provider Xxxxxx Agreement and, if the Series 20051999-1 Demand Note Payment on the Series 20051999-1 Letter of Credit Termination Date was greater than zero, all amounts have been withdrawn from the Series 20051999-1 Cash Collateral Account in accordance with Section 2.8(i) of this Series Supplement. (b) In addition, ARG may terminate all of its obligations under this Series Supplement if: (i) ARG irrevocably deposits in trust with the Trustee or at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and ARG under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations (together with rights under any applicable and available hedging arrangements in respect of principal of and interest on the Series 2005-1 Notes) in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay, when due, principal and interest on the 64 64 Series 20051999-1 Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder (taking into account any applicable and available hedging arrangements in respect of principal of or interest on the Series 2005-1 Notes)hereunder; provided, however, that (1) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations and hedging arrangements to the Trustee and (2) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations and hedging arrangements to the payment of said principal and interest with respect to the Series 20051999-1 Notes; (ii) ARG delivers to the Trustee an Officer’s 's Certificate stating that all conditions precedent to satisfaction and discharge of this Series Supplement have been complied with, and an Opinion of Counsel to the same effect; (iii) ARG delivers to the Trustee an Officer’s 's Certificate stating that no Potential Amortization Event or Amortization Event, in either case, shall have occurred and be continuing with respect to the Series 20051999-1 Notes on the date of such deposit; (iv) ARG delivers to the Trustee an Opinion of Counsel to the effect that the termination of ARG’s 's obligations under this Series Supplement in accordance with the provisions of this Article VII VI shall not result in the recognition of gain by the Series 20051999-1 Noteholders at the time of such termination; and (v) the Series 20051999-1 Rating Agency Confirmation and Consent Condition is satisfied. Then, this Series Supplement shall cease to be of further effect. (c) After such irrevocable deposit made pursuant to Section 7.1(b6.1(b) of this Series Supplement and satisfaction of the other conditions set forth herein, the Trustee promptly upon request shall acknowledge in writing the discharge of ARG’s 's obligations under this Series Supplement. In order to have money available on a payment date to pay principal or interest on the Series 20051999-1 Notes, the U.S. Government Obligations (and any amounts due under any applicable hedging arrangements) shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s 's option.

Appears in 1 contract

Samples: Series Supplement (Autonation Inc /Fl)

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Termination of Series Supplement. (a) This Series Supplement shall cease to be of further effect when all Outstanding Series 20052002-1 2 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost or stolen Series 2005-1 Notes which have been replaced or paid) to the Trustee for cancellation, ARG II has paid all sums due and payable hereunder, the Surety Provider has been paid all Surety Provider Fees and all other Surety Provider Reimbursement Amounts due under the Insurance Agreement, each Series 2005-1 Initial Interest Rate Hedge Provider Hedge has been terminated and, for so long as no payment default by the Series 2005-1 Initial Interest Rate Hedge Provider under its related Series 2005-1 Interest Rate Hedge has occurred and is continuing, the Series 2005-1 Initial Interest Rate Hedge Provider has been paid all amounts owing to it under each of its Series 2005-1 Initial Interest Rate Hedge Provider Xxxxxx hereunder and, if the Series 20052002-1 2 Demand Note Payment on the Series 20052002-1 2 Letter of Credit Termination Date was greater than zero, all amounts have been withdrawn from the Series 20052002-1 2 Cash Collateral Account in accordance with Section 2.8(iSECTION 3.8(I) of this Series Supplement. (b) In addition, ARG II may terminate all of its obligations under this Series Supplement if: (i) ARG II irrevocably deposits in trust with the Trustee or at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and ARG II under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations (together with rights under any applicable and available hedging arrangements in respect of principal of and interest on the Series 2005-1 Notes) in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay, when due, principal of and interest on the Series 20052002-1 2 Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder (taking into account any applicable and available hedging arrangements in respect of principal of or interest on the Series 2005-1 Notes)hereunder; providedPROVIDED, howeverHOWEVER, that (1) the trustee of the irrevocable trust shall 97 have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations and hedging arrangements to the Trustee and (2) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations and hedging arrangements to the payment of said principal and interest with respect to the Series 20052002-1 2 Notes; (ii) ARG II delivers to the Trustee an Officer’s 's Certificate stating that all conditions precedent to satisfaction and discharge of this Series Supplement have been complied with, and an Opinion of Counsel to the same effect; (iii) ARG II delivers to the Trustee an Officer’s 's Certificate stating that no Potential Amortization Event or Amortization Event, in either case, shall have occurred and be continuing with respect to the Series 20052002-1 2 Notes on the date of such deposit; (iv) ARG II delivers to the Trustee an Opinion of Counsel to the effect that the termination of ARG’s ARG II's obligations under this Series Supplement in accordance with the provisions of this Article ARTICLE VII shall not result in the recognition of gain by the Series 20052002-1 2 Noteholders at the time of such termination; and (v) the Series 20052002-1 2 Rating Agency Confirmation and Consent Condition is satisfied. Then, this Series Supplement shall cease to be of further effect. (c) After such irrevocable deposit is made pursuant to Section 7.1(bSECTION 7.1(B) of this Series Supplement and satisfaction of the other conditions set forth herein, the Trustee promptly upon request shall acknowledge in writing the discharge of ARG’s ARG II's obligations under this Series Supplement. In order to have money available on a payment date to pay principal of or interest on the Series 20052002-1 2 Notes, the U.S. Government Obligations (and any amounts due under any applicable hedging arrangements) shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s 's option.

Appears in 1 contract

Samples: Series Supplement (Anc Rental Corp)

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