Common use of The Issuer Clause in Contracts

The Issuer. Section 2.01. The Issuer hereby certifies that the Issuer is, and the officer of the Issuer who has executed this Instrument is, duly authorized to: (a) accept the Resigning Trustee’s resignation as Trustee under the Indenture; (b) appoint the Successor Trustee as Trustee under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as Trustee under the Indenture. Section 2.02. The Issuer hereby appoints the Successor Trustee as Trustee under the Indenture and confirms to the Successor Trustee all the rights, powers and trusts of the Trustee under the Indenture and with respect to all property and money held or to be held under the Indenture. The Issuer shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers and trusts hereby assigned, transferred, delivered and confirmed to the Successor Trustee. Section 2.03. The Issuer hereby represents and warrants to the Successor Trustee that: (i) The Issuer has no knowledge of the occurrence of any Event of Default under the Indenture. (ii) No covenant or condition contained in the Indenture has been waived by the holders of the Notes. (iii) The Indenture has not been amended or modified, and is in full force and effect. (iv) The Notes are validly issued and outstanding securities of the Issuer. (v) The Issuer is a Delaware business trust. (vi) There is no action, suit or proceeding pending or, to the best of the Issuer’s knowledge, threatened against the Issuer before any court or any governmental authority arising out of any action or omission by the Issuer under the Indenture. (vii) This Instrument has been duly authorized, executed and delivered on behalf of the Issuer. (viii) All conditions precedent relating to the appointment of the Successor Trustee as successor Trustee under the Indenture have been complied with by the Issuer. Section 2.04. The Issuer hereby appoints the Successor Trustee as Collateral Agent, Registrar and Paying Agent under the Indenture.

The Issuer. Section 2.01. 2.1 The Issuer hereby certifies that removes Prior Trustee as Trustee, Paying Agent and Security Registrar under the Issuer is, and the officer Governing Document pursuant to Section 609 of the Issuer who has executed this Instrument is, duly authorized to: (a) accept the Resigning Trustee’s resignation as Trustee under the Indenture; (b) appoint the Successor Trustee as Trustee under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as Trustee under the IndentureGoverning Document. Section 2.02. 2.2 The Issuer hereby appoints the Successor Trustee as Trustee Trustee, Paying Agent and Security Registrar under the Indenture Governing Document to succeed to, and confirms to the hereby vests Successor Trustee with, all the rights, powers title, interests, capacities, privileges, responsibilities, powers, trusts and trusts duties of the Prior Trustee under the Indenture Governing Document with like effect as if originally named as Trustee, Paying Agent and with respect to all property and money held or to be held under Security Registrar in the Indenture. The Governing Document. 2.3 Promptly after the Effective Date, the Issuer shall execute and deliver such further instruments and shall do such other things as cause the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm mail a notice, substantially in the Successor Trustee form of Exhibit B annexed hereto, to all parties required under the rights, powers and trusts hereby assigned, transferred, delivered and confirmed to Governing Document or published in accordance with the Successor Trusteeprovisions of Section 609(6) of the Governing Document. Section 2.03. 2.4 The Issuer hereby represents and warrants to the Prior Trustee and Successor Trustee that: (ia) The Issuer is a corporation existing under the laws of the State of Delaware, with offices at 0000 Xxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000. (b) The Governing Document, and each amendment or supplemental Governing Document thereto, if any, was validly and lawfully executed and delivered by the Issuer and is in full force and effect and the Securities were validly issued by the Issuer. (c) The Issuer has no knowledge performed or fulfilled prior to the date hereof, and will continue to perform and fulfill after the date hereof, each covenant, agreement, condition, obligation and responsibility under the Governing Document. (d) No event has occurred and is continuing which is, or after notice or lapse of the occurrence of any time would become, an Event of Default under the IndentureGoverning Document. (iie) No covenant or condition contained in the Indenture Governing Document has been waived by the holders Issuer or, to the best of the NotesIssuer’s knowledge, by Holders of the percentage in aggregate principal amount of the Securities required to effect any such waiver. (iii) The Indenture has not been amended or modified, and is in full force and effect. (iv) The Notes are validly issued and outstanding securities of the Issuer. (v) The Issuer is a Delaware business trust. (vif) There is no action, suit or proceeding pending or, to the best of the Issuer’s knowledge, threatened against the Issuer before any court or any governmental authority arising out of any action act or omission by of the Issuer under the IndentureGoverning Document. (viig) This Instrument Agreement has been duly authorized, executed and delivered on behalf of the IssuerIssuer and constitutes its valid and binding obligation, enforceable in accordance with its terms. (viiih) All conditions precedent requiring action by the Issuer relating to the appointment of the Successor Trustee U.S. Bank National Association, as successor Trustee under the Indenture Governing Document, have been complied with by the Issuer. Section 2.04. The Issuer hereby appoints the Successor Trustee as Collateral Agent, Registrar and Paying Agent under the Indenture.

The Issuer. Upon receiving any request under this Section 2.01. The 6 from any Holder, Issuer hereby certifies that agrees to send a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 6, in each case by promptly mailing the Issuer issame, and postage prepaid, to the officer address of record of the persons entitled to receive such copies. Notwithstanding anything to the contrary contained herein, in no event shall Issuer who has executed be obligated to effect more than two registrations pursuant to this Instrument is, duly authorized to: Section 6 by reason of the fact that there shall be more than one Grantee as a result of any assignment or division of this Agreement. (a) accept the Resigning Trustee’s resignation as Trustee under the Indenture; (b) appoint the Successor Trustee as Trustee under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as Trustee under the Indenture. Section 2.02. The Issuer hereby appoints the Successor Trustee as Trustee under the Indenture and confirms Immediately prior to the Successor Trustee all the rightsoccurrence of a Repurchase Event (as defined below), powers and trusts of the Trustee under the Indenture and with respect to all property and money held or to be held under the Indenture. The Issuer shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers and trusts hereby assigned, transferred, delivered and confirmed to the Successor Trustee. Section 2.03. The Issuer hereby represents and warrants to the Successor Trustee that: (i) The Issuer has no knowledge following a request of the occurrence Holder, delivered prior to an Exercise Termination Event, Issuer (or any successor thereto) shall repurchase the Option from the Holder at a price (the "Option Repurchase Price") equal to the amount by which (A) the Market/Offer Price (as defined below) exceeds (B) the Option Price, multiplied by the number of any Event of Default under the Indenture. shares for which this Option may then be exercised and (ii) No covenant at the request of the owner of Option Shares from time to time (the "Owner"), delivered within 90 days of such occurrence (or condition contained such later period as provided in Section 10), Issuer shall repurchase such number of the Indenture Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the Market/Offer Price multiplied by the number of Option Shares so designated. The term "Market/Offer Price" shall mean the highest of (i) the price per share of Common Stock at which a tender offer or exchange offer therefor has been waived made, (ii) the price per share of Common Stock to be paid by the holders of the Notes. any third party pursuant to an agreement with Issuer, (iii) The Indenture has not been amended the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or modifiedthe Owner gives notice of the required repurchase of Option Shares, and is in full force and effect. as the case may be, or (iv) The Notes are validly issued in the event of a sale of all or a substantial portion of Issuer's assets, the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to the Issuer, divided by the number of shares of Common Stock of Issuer outstanding securities at the time of such sale. In determining the Market/Offer Price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to the Issuer. (v) The Issuer is a Delaware business trust. (vi) There is no action, suit or proceeding pending or, to the best of the Issuer’s knowledge, threatened against the Issuer before any court or any governmental authority arising out of any action or omission by the Issuer under the Indenture. (vii) This Instrument has been duly authorized, executed and delivered on behalf of the Issuer. (viii) All conditions precedent relating to the appointment of the Successor Trustee as successor Trustee under the Indenture have been complied with by the Issuer. Section 2.04. The Issuer hereby appoints the Successor Trustee as Collateral Agent, Registrar and Paying Agent under the Indenture.

The Issuer. Section 2.01Each of the parties hereto (other than the Issuer) hereby covenants and agrees that, prior to the date which is one year and one day after the date on which the Note and all amounts owing to the Insurer have been paid in full, it will not institute against, or join with any other Person in instituting against, the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any Federal or state bankruptcy or similar law, all as more particularly set forth in SECTION 13.16 of the Indenture and subject to any retained rights set forth therein; PROVIDED, HOWEVER, that nothing in this SECTION 9.10(a) shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Issuer pursuant to this Agreement, the Sale and Servicing Agreement or the Indenture. In the event that the Committed Note Purchaser (solely in its capacity as such) or Paradigm (solely in its capacity as such) takes action in violation of this SECTION 9.10(a), the Issuer agrees that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by any such Person against the Issuer or the commencement of such action and raise the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The Issuer hereby certifies that provisions of this SECTION 9.10(a) shall survive the Issuer is, and termination of this Agreement. Nothing contained herein shall preclude participation by the officer Committed Note Purchaser or Paradigm in assertion or defense of its claims in any such proceeding involving the Issuer. The obligations of the Issuer who has executed under this Instrument isAgreement are solely the trust obligations of the Issuer. No recourse shall be had for the payment of any amount owing in respect of this Agreement, duly authorized to: (aincluding the payment of any fee hereunder or any other obligation or claim arising out of or based upon this Agreement, against any certificateholder, stockholder, employee, officer, director, affiliate or trustee of the Issuer; PROVIDED, however, nothing in this SECTION 9.10(a) accept shall relieve any of the Resigning Trustee’s resignation as Trustee under foregoing Persons from any liability which any such Person may otherwise have for its gross negligence, bad faith or willful misconduct. In addition, each of the Indenture; (b) appoint the Successor Trustee as Trustee under the Indenture; and (c) execute and deliver such agreements parties hereto agree that all fees, expenses and other instruments as may costs payable hereunder by the Issuer shall be necessary or desirable payable only to effectuate the succession extent set forth in SECTION 11.16 of the Successor Trustee as Trustee under the Indenture. Section 2.02. The Issuer hereby appoints the Successor Trustee as Trustee under the Indenture and confirms that all other amounts owed to them by the Successor Trustee all the rights, powers and trusts of the Trustee under Issuer shall be payable solely from amounts that become available for payment pursuant to the Indenture and with respect to all property the Sale and money held or to be held under the Indenture. The Issuer shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers and trusts hereby assigned, transferred, delivered and confirmed to the Successor TrusteeServicing Agreement. Section 2.03. The Issuer hereby represents and warrants to the Successor Trustee that: (i) The Issuer has no knowledge of the occurrence of any Event of Default under the Indenture. (ii) No covenant or condition contained in the Indenture has been waived by the holders of the Notes. (iii) The Indenture has not been amended or modified, and is in full force and effect. (iv) The Notes are validly issued and outstanding securities of the Issuer. (v) The Issuer is a Delaware business trust. (vi) There is no action, suit or proceeding pending or, to the best of the Issuer’s knowledge, threatened against the Issuer before any court or any governmental authority arising out of any action or omission by the Issuer under the Indenture. (vii) This Instrument has been duly authorized, executed and delivered on behalf of the Issuer. (viii) All conditions precedent relating to the appointment of the Successor Trustee as successor Trustee under the Indenture have been complied with by the Issuer. Section 2.04. The Issuer hereby appoints the Successor Trustee as Collateral Agent, Registrar and Paying Agent under the Indenture.

The Issuer. Subject to Section 2.01. The Issuer hereby certifies that 5.01(c), the Issuer iswill not consolidate with or merge with or into, or assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets, in one transaction or a series of related transactions, to any person, unless: (1) the resulting, surviving or transferee person (the “Successor Company”) will be a person organized and existing under the laws of the United Kingdom, Luxembourg, Germany, the United States (including, for the avoidance of doubt, any state thereof, the District of Columbia or any territory thereof) or a member state of the European Union, and the officer Successor Company (if not the Issuer) will expressly assume, by way of supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer who has executed under this Instrument isIndenture, duly authorized to: the Notes, the Intercreditor Agreement, any Additional Intercreditor Agreement, the Transaction Security Documents and any other Notes Documents, as applicable; (a2) accept immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Resigning Trusteeapplicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing and immediately after giving effect to such transaction: (A) the Issuer or the Successor Company would be able to Incur at least an additional €1.00 of Indebtedness pursuant to Section 4.08(a); or (B) the Fixed Charge Coverage Ratio would not be lower, or the Total Net Leverage Ratio would not be higher, than it was immediately prior to giving effect to such transaction; (3) the Issuer or the Successor Company, as the case may be, shall have delivered to the Trustee an Officer’s resignation as Trustee under Certificate and an Opinion of Counsel to the effect that such consolidation, merger or transfer and such supplemental indenture comply with this Indenture; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact; and (b4) appoint the Holders (or the Security Agent on their behalf) will continue to have the same or substantially equivalent (ignoring for the purposes of assessing such equivalency any limitations required in accordance with the Agreed Security Principles or hardening periods (or any similar or equivalent concept)) guarantees and security over the same or substantially equivalent assets and over the shares (or other interests) in the Issuer or the Successor Trustee as Trustee under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as Trustee under the Indenture. Section 2.02. The Issuer hereby appoints the Successor Trustee as Trustee under the Indenture and confirms Company, save to the Successor Trustee all extent such assets or shares (or other interests) cease to exist (provided that if the rightsshares (or other interests) in the Issuer cease to exist, powers and trusts of security will be granted (subject to the Trustee under Agreed Security Principles) over the Indenture and with respect to all property and money held shares (or to be held under the Indenture. The Issuer shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm interests) in the Successor Trustee all the rights, powers and trusts hereby assigned, transferred, delivered and confirmed to the Successor Trustee. Section 2.03Company). The Issuer hereby represents and warrants to the Successor Trustee that: (i) The Issuer has no knowledge of the occurrence of any Event of Default under the Indenture. (ii) No covenant or condition contained in the Indenture has been waived by the holders of the Notes. (iii) The Indenture has not been amended or modifiedCompany shall succeed to, and is in full force be substituted for, and effect. (iv) The Notes are validly issued may exercise every right and outstanding securities of the Issuer. (v) The Issuer is a Delaware business trust. (vi) There is no actionpower of, suit or proceeding pending or, to the best of the Issuer’s knowledge, threatened against the Issuer before any court or any governmental authority arising out of any action or omission by the Issuer under the Notes and this Indenture. (vii) This Instrument has been duly authorized, executed and delivered on behalf of the Issuer. (viii) All conditions precedent relating to the appointment of the Successor Trustee as successor Trustee under the Indenture have been complied with by the Issuer. Section 2.04. The Issuer hereby appoints the Successor Trustee as Collateral Agent, Registrar and Paying Agent under the Indenture.

The Issuer. Section 2.01Each of the parties hereto (other than the Issuer) hereby covenants and agrees that, prior to the date which is one year and one day after the date on which the Note and all Secured Obligations have been paid in full, it will not institute against, or join with any other Person in instituting against, the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law, all as more particularly set forth in SECTION 13.16 of the Indenture and subject to any retained rights set forth therein; PROVIDED, HOWEVER, that nothing in this SECTION 9.10(a) shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Issuer pursuant to this Agreement, the Sale and Servicing Agreement or the Indenture. In the event that the Committed Note Purchaser (solely in its capacity as such) or Paradigm (solely in its capacity as such) takes action in violation of this SECTION 9.10(a), the Issuer agrees that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by any such Person against the Issuer or the commencement of such action and raise the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The Issuer hereby certifies that provisions of this SECTION 9.10(a) shall survive the Issuer is, and termination of this Agreement. Nothing contained herein shall preclude participation by the officer Committed Note Purchaser or Paradigm in assertion or defense of its claims in any such proceeding involving the Issuer. The obligations of the Issuer who has executed under this Instrument isAgreement are solely the trust obligations of the Issuer. No recourse shall be had for the payment of any amount owing in respect of this Agreement, duly authorized to: (aincluding the payment of any fee hereunder or any other obligation or claim arising out of or based upon this Agreement, against any certificateholder, stockholder, employee, officer, director, affiliate or trustee of the Issuer; PROVIDED, HOWEVER, nothing in this SECTION 9.10(A) accept shall relieve any of the Resigning Trustee’s resignation as Trustee under foregoing Persons from any liability which any such Person may otherwise have for its gross negligence, bad faith or willful misconduct. In addition, each of the Indenture; (b) appoint the Successor Trustee as Trustee under the Indenture; and (c) execute and deliver such agreements parties hereto agree that all fees, expenses and other instruments as may costs payable hereunder by the Issuer shall be necessary or desirable payable only to effectuate the succession extent set forth in SECTION 11.16 of the Successor Trustee as Trustee under the Indenture. Section 2.02. The Issuer hereby appoints the Successor Trustee as Trustee under the Indenture and confirms that all other amounts owed to them by the Successor Trustee all the rights, powers and trusts of the Trustee under Issuer shall be payable solely from amounts that become available for payment pursuant to the Indenture and with respect to all property the Sale and money held or to be held under the Indenture. The Issuer shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers and trusts hereby assigned, transferred, delivered and confirmed to the Successor TrusteeServicing Agreement. Section 2.03. The Issuer hereby represents and warrants to the Successor Trustee that: (i) The Issuer has no knowledge of the occurrence of any Event of Default under the Indenture. (ii) No covenant or condition contained in the Indenture has been waived by the holders of the Notes. (iii) The Indenture has not been amended or modified, and is in full force and effect. (iv) The Notes are validly issued and outstanding securities of the Issuer. (v) The Issuer is a Delaware business trust. (vi) There is no action, suit or proceeding pending or, to the best of the Issuer’s knowledge, threatened against the Issuer before any court or any governmental authority arising out of any action or omission by the Issuer under the Indenture. (vii) This Instrument has been duly authorized, executed and delivered on behalf of the Issuer. (viii) All conditions precedent relating to the appointment of the Successor Trustee as successor Trustee under the Indenture have been complied with by the Issuer. Section 2.04. The Issuer hereby appoints the Successor Trustee as Collateral Agent, Registrar and Paying Agent under the Indenture.