Amendments of Sale and Servicing Agreement and Trust Agreement The Issuer shall not agree to any amendment to Section 9.01 of the Sale and Servicing Agreement or Section 11.01 of the Trust Agreement to eliminate the requirements thereunder that the Indenture Trustee or the Noteholders consent to amendments thereto as provided therein.
Transfer Agreement PROVISION FOR TRANSFER AGREEMENT The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Plan Support Agreement, dated as of [•], 2021 (the “Agreement”),1 by and among the Commitment Parties, including the transferor to the Transferee of any Senior Note Claims (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Commitment Party” under the terms of the Agreement, based on the Debtor Claim that is Transferred. This Transfer Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflict of laws that would require the application of the law of any other jurisdiction. The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein. The Transferee intends to be and is bound under the Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Transferee. Date Executed: ________________ TRANSFEREE Name of Institution: By: Name: Its: Telephone: Facsimile: Aggregate Amounts Beneficially Owned or Managed on Account of Senior Note Claims: 2026 Senior Notes $ Credit Agreement Claims: $ 1 Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. DIP Claims: $ Xxxxxxx Common Stock Number of Shares: Any other Debtor Claims: Type: $ Type: $ NOTICE ADDRESS: [ ] [ ] [ ] Attention: [ ] E-mail: [ ] with a copy to: [ ] [ ] [ ] Attention: [ ] E-mail: [ ] EXHIBIT C JOINDER AGREEMENT Joinder Agreement [_________], 2021 The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Plan Support Agreement, dated as of [•], 2021, a copy of which is attached hereto as Annex I (as it may be amended, supplemented, or otherwise modified from time to time, the “Agreement”),1 by and among the Commitment Parties.
Transfer and Servicing Agreement The Third Amended and Restated Transfer and Servicing Agreement, dated as of December 19, 2007, among the Bank, as Transferor, Servicer and Administrator, Chase Issuance Trust, as Issuing Entity, and Xxxxx Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, as amended.
Receivables Purchase Agreement The Transferor, in its capacity as purchaser of Receivables from the RPA Seller under the Receivables Purchase Agreement, shall enforce the covenants and agreements of the RPA Seller as set forth in the Receivables Purchase Agreement, including its agreement to designate Additional Accounts as and when required in order for the Transferor to fulfill its undertakings in Section 2.06. The Transferor shall not amend, waive or otherwise modify the Receivables Purchase Agreement except in accordance with its terms.
Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.
Subservicing Agreement The written contract between the Master Servicer and any Subservicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02, generally in the form of the servicer contract referred to or contained in the Program Guide or in such other form as has been approved by the Master Servicer and the Company. With respect to Additional Collateral Loans subserviced by MLCC, the Subservicing Agreement shall also include the Addendum and Assignment Agreement and the Pledged Asset Mortgage Servicing Agreement. With respect to any Pledged Asset Loan subserviced by GMAC Mortgage, LLC, the Addendum and Assignment Agreement, dated as of November 24, 1998, between the Master Servicer and GMAC Mortgage, LLC, as such agreement may be amended from time to time.
Amendments to the Receivables Purchase Agreement The Receivables Purchase Agreement is hereby amended as follows:
Sale and Servicing Agreement As a condition to the sale hereunder, World Omni agrees to make the representations and warranties to WOAR in respect of the Receivables and the pool of Receivables set forth in Sections 3.01(a) and (b) of the Sale and Servicing Agreement, and in that connection agrees to execute the Sale and Servicing Agreement. World Omni agrees that WOAR may rely on such representations and warranties in accepting the Receivables.
Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.
Servicing Agreement General Summary The Sellers and the Purchasers intend this Agreement to amend and restate that certain “Servicing Agreement,” dated March 23, 2021, for purposes of the Purchase Agreement and wish to set forth herein the terms upon which each Purchaser will, to the fullest extent permitted by applicable Law and the applicable Corporate Trust Contract, and subject to the applicable provisions of this Agreement, assume the responsibility (as agent of the applicable Seller) to supervise, manage, administer and otherwise discharge the duties of the applicable Seller in a Corporate Trust Capacity under (a) any Restricted Appointment and (b) any Excluded Appointment (collectively, the “Serviced Appointments”), and the Purchasers will discharge and perform when due, and indemnify the Sellers for, the Assumed Servicing Liabilities.
