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. 2.1(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make Loans to the Borrower in an aggregate principal amount equal to $__________________.
Pursuant to Section. 5.12 of the Credit Agreement, the undersigned hereby:
(a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;
(b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date;
(c) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default;
(d) agrees, to irrevocably, unconditionally, jointly and severally with the other Guarantors, to guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VII of the Credit Agreement; and
(e) the undersigned hereby agrees that a counterpart signature page of this Counterpart Agreement may be attached to that certain Master Intercompany Note Number 3, dated as of November 15, 2019, by and among the Parent and certain of its subsidiaries (the “Master Intercompany Note”) and that hereinafter, the undersigned shall be deemed an “Additional Party”, “Payor” and “Payee” under, and in each case, as defined in, the Master Intercompany Note.
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. 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. 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, General Electric Capital Corporation ---------------------------------------- (NAME OF LENDER) By: /s/ Xxxx Xxxxxxx ------------------------------------ Name: Xxxx Xxxxxxx Title: Duly Authorized Signatory Dated as of May 8, 2000 EXHIBIT A 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. 5.12 of the Credit Agreement, each Borrower Subsidiary that was not in existence or not such a Borrower Subsidiary on the date of the Credit Agreement is required to enter into the Guarantee Agreement as a Guarantor upon becoming such a Borrower Subsidiary. Upon execution and delivery, after the date hereof, by the Collateral Agent and such a Borrower Subsidiary of an instrument in the form of Annex 1 hereto, such Borrower Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any 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. 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.
