Pursuant to Section. 2.1 of this Agreement, the Seller conveyed to the Trust all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Seller’s rights under the Purchase Agreement and the delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to this Section 3.2 and the definition of Purchased Receivable.
Pursuant to Section. 2.1 of this Agreement, the Seller conveyed to the Trust all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Seller’s rights under the Purchase Agreement and the delivery requirements, representations and warranties and the cure or repurchase obligations of GM Financial thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of GM Financial under the Purchase Agreement. Any purchase by GM Financial pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to this Section 3.2 and the definition of Purchased Receivable.
Pursuant to Section. 11.03 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture shall result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.
Pursuant to Section. 2.7 of the Loan Agreement, the Borrower hereby requests that the Lenders make Term Loans to the Borrower in an aggregate amount equal to $___________________.
Pursuant to Section. 5.10 of the Credit Agreement, each Subsidiary Loan Party that was not in existence on the date of the Credit Agreement is required to enter into this Agreement as a Guarantor upon becoming Subsidiary Loan Party. Upon execution and delivery after the date hereof by the Administrative Agent and such Subsidiary Loan Party of an instrument in the form of Annex 1, such Subsidiary Loan Party shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.
Pursuant to Section. 3.1(q) of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower that:
(a) We have reviewed the terms of Sections 3 and 4 of the Credit Agreement and the definitions and provisions contained in such Credit Agreement relating to such subsections, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein.
(b) Based upon our review and examination described in paragraph (a) above, we certify that as of the date hereof: (i) the representations and warranties in Section 4 of the Credit Agreement are true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which the Credit Agreement or the Credit Documents provide shall be per formed or satisfied by it on or before the Closing Date; and (iv) no event has occurred or is continuing as of the date hereof, that would constitute an Event of Default or a Default. 155 (c) Based upon our review and examination described in paragraph (a) above, we certify that, as of the date hereof, each Credit Party is Solvent.
Pursuant to Section. 2.2(b) of the Credit Agreement, the Borrower hereby requests that the Swingline Lender make a Swingline Loan to the Borrower in an amount equal to $ .
Pursuant to Section. 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the Third Amendment. Very truly yours, COMERICA BANK-CANADA By: /s/ L. Xxxxxxxx Xxxxxx ------------------------------------ Name: L. Xxxxxxxx Xxxxxx Title: Vice President, International Finance Dated as of May 10, 2000 [Comerica logo] -------------------------------------------------------------------------------- Comerica Bank International Finance Department X X Xxx 00000 Xxxxxxx, Xxxxxxxx 00000-0000 Tel.: (000) 000-0000 Fax: (000) 000-0000 Xxxxxxx P Xxxxxxx@Xxxxxxxx.xxx ------------------------------ Xxxxxxx X. Persons, CCM First Vice President LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 28, 1999 To: Xxxxxx Commercial Paper Inc., as General Administrative Agent 3 World Financial Center Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Credit and Guarantee Agreement, dated as of July 28, 1999, as amended by the First Amendment, dated as of November 4, 1999, and the Second Amendment, dated as of December 14, 1999, and as may be further amended, supplemented or otherwise modified from time to time (the "Credit Agreement"), among SMTC Corporation ("Holdings"), HTM Holdings, Inc. (the "U.S. Borrower"), SMTC Manufacturing Corporation of Canada (the "Canadian Borrower"; together with the U.S. Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), Xxxxxx Commercial Paper Inc., as general administrative agent (in such capacity, the "General Administrative Agent"), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Borrowers have requested that (i) the Required Lenders, (ii) each of the Canadian Revolving Credit Lenders, and (iii) each of the U.S. Revolving Credit Lenders consent to amend the Credit Agreement on the terms described in the Third Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the "Third Amendment").
Pursuant to Section. 4.16 of the Series 2007-1 Supplement, the Trustee, in its capacity as such, is making a drawing in the amount (the “Termination Demand Amount”) equal to the lesser of (A) the Series 2007-1 Invested Amount (as defined in the Series 2007-1 Supplement) as of the date of this certificate and (B) the Series 2007-1 Letter of Credit Amount as in effect on the date of this certificate.
Pursuant to Section. 11 of the Employment Agreement, Holdings shall become a party to the Employment Agreement and, jointly with NTELOS, inure to all the benefits and the liabilities under the Employment Agreement, as NTELOS has under the Agreement. Henceforth both Holdings and NTELOS shall jointly share the liabilities and benefits under the Employment Agreement.
